Bakhu (BKUH) 10-K 5 Jan 24 2023 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Jul. 31, 2023	Dec. 31, 2023	Jan. 31, 2023
Details
Registrant CIK	0001440153
Fiscal Year End	--07-31
Registrant Name	Bakhu Holdings, Corp.
SEC Form	10-K
Period End date	Jul. 31, 2023
Tax Identification Number (TIN)	26-0510649
Number of common stock shares outstanding		301,282,983
Public Float			$ 96,836,729
Filer Category	Non-accelerated Filer
Current with reporting	Yes
Interactive Data Current	Yes
Voluntary filer	No
Well-known Seasoned Issuer	No
Shell Company	false
Small Business	true
Emerging Growth Company	false
Document Financial Statement Error Correction	false
Document Annual Report	true
Entity File Number	000-55862
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	One World Trade Center
Entity Address, Address Line Two	Suite 130
Entity Address, City or Town	Long Beach
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	90831
City Area Code	858
Local Phone Number	682-2528
Amendment Flag	false
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	FY
Document Transition Report	false
Auditor Firm ID	822
Auditor Name	Michael T. Studer CPA P.C.
Auditor Location	Freeport, New York

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jul. 31, 2023	Jul. 31, 2022
CURRENT ASSETS
Cash and cash equivalents	$ 3,101	$ 12,451
Total Current Assets	3,101	12,451
OTHER ASSETS
Fixed assets, net of accumulated depreciation of $200,507 and $76,516, respectively	467,850	688,644
Total Other Assets	467,850	688,644
TOTAL ASSETS	470,951	701,095
CURRENT LIABILITIES
Accounts payable and accrued liabilities	2,639,281	1,265,968
Accrued interest	412,813	218,919
Notes payable - related parties	6,744,672	6,373,731
Total Current Liabilities	9,796,766	7,858,618
TOTAL LIABILITIES	9,796,766	7,858,618
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred shares	0	0
Common shares	301,303	301,283
Additional paid-in capital (as restated at July 31, 2022 - see Note 9)	37,852,370	29,715,228
Accumulated deficit (as restated at July 31, 2022 - see Note 9)	(47,479,488)	(37,174,034)
Total Stockholders' Equity (Deficit)	(9,325,815)	(7,157,523)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 470,951	$ 701,095

Consolidated Balance Sheets - P

Consolidated Balance Sheets - Parenthetical - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Consolidated Balance Sheets
Property, Plant, and Equipment, Owned, Accumulated Depreciation	$ 200,507	$ 76,516
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	50,000,000	50,000,000
Preferred Stock, Shares Issued	4	4
Preferred Stock, Shares Outstanding	4	4
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	301,302,983	301,282,983
Common Stock, Shares, Outstanding	301,302,983	301,282,983

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Consolidated Statements of Operations
NET REVENUES	$ 0	$ 0
OPERATING EXPENSES
Consulting fees (including stock-based compensation of $8,107,162 and $9,169,182, respectively) (as restated for year ended July 31, 2022 - see Note 9)	8,441,838	9,932,147
Professional fees	487,704	900,492
Depreciation of fixed assets	133,672	76,517
Other operating expenses	982,598	1,686,361
Total Operating Expenses (as restated for year ended July 31, 2022 - see Note 9)	10,045,812	12,595,516
LOSS FROM OPERATIONS (as restated for year ended July 31, 2022 - see Note 9)	(10,045,812)	(12,595,516)
OTHER INCOME (EXPENSES)
Impairment of intangible assets	0	(2,734,839)
Loss on sale of equipment	(65,748)	0
Interest expense	(193,894)	(136,933)
Total Other Income (Expenses)	(259,642)	(2,871,772)
LOSS BEFORE INCOME TAXES (as restated for year ended July 31, 2022 - see Note 9)	(10,305,454)	(15,467,288)
PROVISION FOR INCOME TAXES	0	0
NET LOSS (as restated for year ended July 31, 2022 - see Note 9)	$ (10,305,454)	$ (15,467,288)
BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for year ended July 31, 2022 - see Note 9)	$ (0.03)	$ (0.05)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	301,296,736	301,113,657

Consolidated Statements of Op_2

Consolidated Statements of Operations - Parenthetical - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022
Consolidated Statements of Operations
Stock-based compensation	$ 8,107,162	$ 9,169,182	$ 8,107,162	$ 9,169,182

Consolidated Statements of Shar

Consolidated Statements of Shareholders' Deficit - USD ($)	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Equity, Attributable to Parent, Beginning Balance at Apr. 30, 2022	$ 0	$ 300,698	$ 18,940,627	$ (21,706,746)	$ (2,465,421)
Shares, Outstanding, Beginning Balance at Apr. 30, 2022	4	300,697,980
Stock-based compensation	$ 0	$ 0	9,169,182	0	9,169,182
Net loss	0	0	0	(15,467,288)	(15,467,288)
Equity, Attributable to Parent, Ending Balance at Jul. 31, 2022	$ 0	$ 301,283	29,715,228	(37,174,034)	(7,157,523)
Shares, Outstanding, Ending Balance at Jul. 31, 2022	4	301,282,983
Stock issued for cash	$ 0	$ 585	1,605,419	0	1,606,004
Stock issued for cash shares		585,003
Stock-based compensation					8,107,162
Net loss					(10,305,454)
Equity, Attributable to Parent, Ending Balance at Jul. 31, 2023	$ 0	$ 301,303	$ 37,852,370	$ (47,479,488)	$ (9,325,815)
Shares, Outstanding, Ending Balance at Jul. 31, 2023	4	301,302,983

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (10,305,454)	$ (15,467,288)
Adjustments to reconcile net loss to net cash used by operating activities
Stock based compensation (as restated for year ended July 31, 2022 - see Note 9)	8,107,162	9,169,182
Impairment of intangible assets	0	2,734,839
Loss on sale of equipment	65,748	0
Depreciation of fixed assets	133,672	76,517
Changes in operating assets and liabilities
Accounts payable and accrued liabilities	1,373,312	766,388
Accrued interest	193,894	136,932
Net Cash Used in Operating Activities	(431,666)	(2,583,430)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of equipment	21,375	0
Net Cash Provided by Investing Activities	21,375	0
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock	30,000	1,606,004
Payments on notes payable - related parties	(2,883)	(116,046)
Proceeds from notes payable - related parties	373,824	1,058,994
Net Cash Provided by Financing Activities	400,941	2,548,952
DECREASE IN CASH AND CASH EQUIVALENTS	(9,350)	(34,478)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	12,451	46,929
CASH AND CASH EQUIVALENTS AT END OF PERIOD	3,101	12,451
SUPPLEMENTAL DISCLOSURES
Interest	0	0
Income taxes	0	0
Issuance of notes payable for fixed assets	$ 0	$ 765,161

NOTE 1 - ORGANIZATION AND BUSIN

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION	NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS Bakhu Holdings, Corp. (formerly Planet Resources, Corp.) (“the Company”) was incorporated under the laws of the State of Nevada, U.S., on April 24, 2008. In May 2009, the Company began to look for other types of business to pursue that would benefit the stockholders. To pursue businesses outside the mining industry the name of the Company was changed with the approval of the directors and stockholders to Bakhu Holdings, Corp. on May 4, 2009. The Company has not generated any revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception April 24, 2008 through July 31, 2023, the Company has accumulated losses of $47,479,488. On December 20, 2018, the Company acquired a license from Cell Science Holding Ltd. (“CSH”) in exchange for 210,000,000 shares of Company common stock. The license provides for the Company’s exclusive right in North America and Central America to use certain patents and intellectual property for the production of cannabinoids for medical, food additive, and recreational uses. On August 9, 2019, the Company formed Cell Science CBD International, Inc., a California corporation, as a wholly owned subsidiary to commercialize use of the licensed technology to produce and manufacture cannabis and their byproducts that have measurable tetrahydrocannabinol (THC) concentration potency less than 3% on a dry weight basis. This subsidiary had no active operations as of July 31, 2023. When used herein, the “Company” includes this consolidated subsidiary.

NOTE 2 - SUMMARY OF SIGNIFICANT

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES a) Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. b) Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $47,479,488 as of July 31, 2023 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. d) Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. e) Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States dollar. NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) f) Financial Instruments The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments. g) Stock-based Compensation In September 2020, the Company adopted a stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 5. We expense the fair value of stock options and warrants granted for services as they vest. On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the then current price at which the Company was offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e., 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provided consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. The fair value of each warrant grant was estimated using the Black-Scholes option pricing model. On September 11, 2021, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. Effective June 7, 2023, with the consultant not having fulfilled any of the specified technology commercialization accomplishments, the remaining 14,250,000 warrants were cancelled. On July 27, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team and granted each Consultant a seven-year stock option to purchase 100,000 shares of Common Stock at an exercise price of $4.20 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On September 16, 2021, the Company granted to its then Chief Executive Office, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Dr. Scott resigned as a director and chief executive officer on November 10, 2021. As of the date of his resignation, 718,085 options were vested and are exercisable through the expiration of such options on September 16, 2031, except in the event of his death, in which case such options will terminate if not exercised within six months. The remaining 4,281,915 options terminated upon Dr. Scott’s resignation as a director. On December 3, 2021, the Company appointed an additional director and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.00 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On December 6, 2021, the Company appointed a new Chief Financial and Accounting Officer and director of the Company at an annual base salary of $60,000 and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On December 7, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team. Pursuant to the Consulting Agreements, the Company granted each Consultant a seven-year stock option to purchase 200,000 shares of Common Stock at an exercise price of $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On January 5, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 700,000 shares of common stock at $2.60 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On February 11, 2022, the Company appointed a new Deputy Chief Executive Officer and granted him a seven-year stock option to purchase 2,000,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On February 11, 2022, the Company entered into a Consulting Agreement with an advisor to the board and granted him a seven-year stock option to purchase 3,500,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On April 18, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 1,300,000 shares of common stock at $3.30 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On July 29, 2022, in consideration of the services of two of our Directors, we granted them each a seven-year stock option to purchase 300,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) On July 29, 2022, in consideration of the services of a Senior Board Advisor and our Chief Financial Officer of the Company, we granted them each a seven-year stock option to purchase 160,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Based on the above assumptions for all stock options and warrants, the Company recognized stock-based compensation of $8,107,162 and $9,169,182 (which is included in consulting fees on the Statements of Operations) for the years ended July 31, 2023 and July 31, 2022, respectively. As of July 31, 2023, there was $6,269,750 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period of the options. h) Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. i) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. j) Professional fees Substantially all professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred. k) Fiscal Periods The Company’s fiscal year end is July 31. l) Recently Issued Accounting Pronouncements We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

NOTE 3 - FIXED ASSETS

NOTE 3 - FIXED ASSETS	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 3 - FIXED ASSETS	NOTE 3 – FIXED ASSETS On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company acquired all related equipment, improvements, supplies, and related tangible and intangible assets. The Company determined that the lab equipment acquired had a cost basis of $765,160. These costs are depreciated using the straight-line method over their estimated economic lives which is estimated to be 5 years. NOTE 3 – FIXED ASSETS (continued) Fixed Assets consisted of the following: July 31, 2023 July 31, 2022 Laboratory equipment and components – at cost $ 668,357 $ 765,160 Accumulated depreciation (200,507) (76,516) Fixed assets – net $ 467,850 $ 688,644

NOTE 4 - NOTES PAYABLE - RELATE

NOTE 4 - NOTES PAYABLE - RELATED PARTIES	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 4 - NOTES PAYABLE - RELATED PARTIES	NOTE 4 – NOTES PAYABLE - RELATED PARTIES Notes payable – related parties consist of: July 31, 2023 July 31, 2022 Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due June 30, 2023 $ 3,500,000 $ 3,500,000 Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due June 30, 2023 3,094,672 2,723,731 Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024 150,000 150,000 Total $ 6,744,672 $ 6,373,731 On August 1, 2019, the Company executed a promissory note in favor of The OZ Corporation to evidence monies loaned to the Company from December 26, 2018 through July 31, 2019 in the amount of $147,513, and to evidence any additional amounts that may be loaned to the Company thereafter. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 6.0% per annum was due and payable on December 31, 2019 (which by successive amendments the due date was extended to December 31, 2027. The principal amount of the promissory note has been increased by the amount of any additional advances of funds made by The OZ Corporation to the Company, from time to time, from the date of such advance. Under the terms of the promissory note, The OZ Corporation, at its option may, at any time, convert all or any portion of the then unpaid principal balance and any unpaid accrued interest into shares of the Company’s common stock. The number of shares of common stock to be issued upon such conversion shall be equal to the quotient obtained by dividing (i) the then unpaid principal balance and any unpaid accrued interest of the promissory note being converted by (ii) 80% of the average closing price of the common stock of the Company, for the ninety (90) trading days before the conversion date, rounded up to the nearest whole share. The principal balance and accrued interest due on the note was $3,094,672 and $378,183, respectively, as of July 31, 2023. The Company did not assign any value to the conversion feature of the Note because 80% of the common stock of the Company had a negative book value of as of July 31, 2023, and continues to have a negative book value. Furthermore, the Company has not generated any revenue to date. On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company issued a $3,500,000 promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), payable originally due in January 2023, 1274(d), which by successive amendments has been extended to December 31, 2027). The principal balance and accrued interest due on the note were $3,500,000 and $23,037, respectively, as of July 31, 2023. On June 23, 2022, the Company executed a promissory note in favor of The OZ Corporation, in the amount of $150,000. Pursuant to the terms of the promissory note, the principal and unpaid accrued simple interest at the rate of 7.0% per annum shall be due and payable on or before December 15, 2024. The principal balance and accrued interest due on the note were $150,000 and $11,593, respectively, as of July 31, 2023.

NOTE 5 - PREFERRED AND COMMON S

NOTE 5 - PREFERRED AND COMMON STOCK	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 5 - PREFERRED AND COMMON STOCK	NOTE 5 - PREFERRED AND COMMON STOCK Preferred Stock In connection with the December 20, 2018 Patent and Technology Agreement, the Company issued 4 shares of its Series A Preferred Stock to Cell Science. Each share of Series A Preferred Stock had voting rights equal to four (4) times the aggregate votes of the total number of shares of common stock issued and outstanding plus the total number of votes of all other classes of preferred stock issued and outstanding, divided by the number of shares of Series A Preferred Stock issued and outstanding. On September 18, 2023, the four (4) shares of Series A Preferred Stock were cancelled and terminated in furtherance of financing efforts. Common Stock In October 2021, the Company sold a total of 485,001 shares of its common stock to eight accredited investors at $3.00 per share for total proceeds of $1,456,003. In June and July 2022, the Company sold a total of 100,002 shares of its common stock to three accredited investors at $1.50 per share for total proceeds of $150,001. In November 2022, the Company sold a total of 20,000 shares of its common stock to two accredited investors for total proceeds of $30,000. Stock Option Plan On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan. On April 27, 2021, the Company issued an aggregate of 495,646 restricted shares of common stock upon the cashless exercise of 800,000 vested options at an exercise price of $5.10 per share on April 22, 2021. Based on the closing price of the Company’s common stock of $12.00 on April 22, 2021, 304,354 shares were canceled in payment of the aggregate exercise price of $4,080,000, resulting in the issuance of the 495,646 shares. The following table summarizes the stock option award activity under the 2020 Plan during the years ended July 31, 2022 and July 31, 2023: Number of options Outstanding at July 31, 2021 600,000 Granted 16,420,000 Forfeited (4,601,915) Outstanding at July 31, 2022 12,418,085 Granted - Exercised - Forfeited (1,475,010) Outstanding at July 31, 2023 10,943,075 NOTE 5 - PREFERRED AND COMMON STOCK (continued) The following table summarizes the warrants activity during the years ended July 31, 2022 and July 31, 2023: Number of warrants Outstanding at July 31, 2021 30,000,000 Amendment to agreement (15,000,000) Outstanding at July 31, 2022 15,000,000 Granted - Exercised - Forfeited (14,250,000) Outstanding at July 31, 2023 750,000 See Stock-based Compensation under Note 2 for description of options and warrants granted.

NOTE 6 - INCOME TAXES

NOTE 6 - INCOME TAXES	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 6 - INCOME TAXES	NOTE 6 - INCOME TAXES As of July 31, 2023, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

NOTE 7 - COMMITMENTS AND CONTIN

NOTE 7 - COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 7 - COMMITMENTS AND CONTINGENCIES	NOTE 7 - COMMITMENTS AND CONTINGENCIES Office Cost Sharing Agreement On September 22, 2020, the Company executed an Office Cost Sharing Agreement with The OZ Corporation. The agreement provides for the Company’s payments to The OZ Corporation of $34,000 per month for the shared use of office space located in Long Beach California for so long as The OZ Corporation provides the Company with shared use of the premises. For the years ended July 31, 2023 and 2022, the space sharing fees were $408,000 and $408,000, respectively. As of July 31, 2023, accounts payable and accrued liabilities included $1,001,000 due to The OZ Corporation. Patent and Technology license agreements Under the April 2020 strategic alliance agreement and related sublicense between the Company’s subsidiary, CBD Biotech, Inc., and Integrity Cannabis Solutions, Inc. (“ICS”), the Company is obligated to issue to ICS that number of shares of Bakhu common stock equal to 0.5% of the number of shares outstanding as of the date that the production facility of ICS is completed and commences production. Further, if the sublicense is terminated, CBD Biotech will be obligated to repay to ICS its initial $250,000 license fee and reimburse ICS for the cost of the laboratory operational equipment used in its production facility, which thereafter will be owned and managed jointly by ICS and CBD Biotech. As a result of successfully completing the efficacy demonstration of our licensed technology in July 2021, we became obligated to issue to Cell Science, the licensor, a one-year note for an agreed one-time payment of $3.5 million, less certain credits. The amount of the credits to the note were determined and on January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement, as subsequently amended. with Cell Science in which the Company agreed as follows: · NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued) · · · The lease on the California laboratory space located in Sherman Oaks, California, as amended March 12, 2020 and assumed by the Company on January 31, 2022, provides for a monthly space sharing fee of $10,000 and has a term of thirty six (36) months from March 12, 2020 to March 12, 2023 with an option to extend for an additional period not to exceed three (3) months. In addition, the agreement provides for a monthly cannabis activities fee equal to the greater of (i) $11,640 or (ii) ten percent (10%) of the gross sales of the products, if any, manufactured through lessee’s operations. Since March 12, 2023, the agreement has continued on a month-to-month basis. For the year ended July 31, 2023, the space sharing fees were $120,000 and the cannabis activities fees were $139,680.

NOTE 8 - IMPAIRMENT OF INTANGIB

NOTE 8 - IMPAIRMENT OF INTANGIBLE ASSETS	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 8 - IMPAIRMENT OF INTANGIBLE ASSETS	NOTE 8 – IMPAIRMENT OF INTANGIBLE ASSETS On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018, Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company received all related equipment, improvements, supplies, and related tangible and intangible assets. The Company determined that the lab equipment acquired had a cost basis of $765,160. The remaining balance of $2,734,839 was assigned to intangible assets as the value of the patent and license technology. Since the value of the intangible assets was difficult to ascertain, the Company expensed this amount as Impairment of intangible assets on the Statement of Operations for the year ended July 31, 2022.

NOTE 9 - RESTATEMENT OF PREVIOU

NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS	NOTE 9 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS The Company has restated the consolidated Financial Statements at July 31, 2022 and for the year then ended (which were included in the Company’s Form 10-K filed with the SEC on November 7, 2022) in order to correct the consulting fees expense related to warrants issued. The Company had previously expensed warrants that had not yet vested and therefore had overstated consulting fees expense. The effect of the restatement adjustment on the Consolidated Balance Sheet at July 31, 2022 follows: As previously Reported Restatement Adjustment As Restated Total assets $ 701,095 $ - $ 701,095 Total liabilities $ 7,858,618 $ - $ 7,858,618 Common stock 301,283 - 301,283 Additional paid-in capital 36,070,822 (6,355,594) 29,715,228 Accumulated deficit (43,529,628) 6,355,594 (37,174,034) Total stockholders’ deficit (7,157,523) - (7,157,523) Total liabilities and stockholders’ deficit $ 701,095 - $ 701,095 NOTE 9 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued) The effect of the restatement adjustment on the Consolidated Statement of Operations for the year ended July 31, 2022 follows: As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 15,379,799 (5,447,652) 9,932,147 Professional fees 900,492 - 900,492 Other operating expenses 1,762,877 - 1,762,877 Total operating expenses 18,043,168 (5,447,652) 12,595,516 Loss from operations (18,043,168) 5,447,652 (12,595,516) Other expenses (2,871,772) - (2,871,772) Net Loss $ (20,914,940) $ 5,447,652 $ (15,467,288) Net loss per share – basic and diluted $ (0.07) $ 0.02 $ (0.05)

NOTE 10 - SUBSEQUENT EVENTS

NOTE 10 - SUBSEQUENT EVENTS	12 Months Ended
	Jul. 31, 2023
Notes
NOTE 10 - SUBSEQUENT EVENTS	NOTE 10 – SUBSEQUENT EVENTS Financing Efforts From August 1, 2023 to December 31, 2023, the Company, as part of its financing efforts, sold an aggregate of $830,000 principal amount 13% Convertible Secured Notes, $500,000 of which were sold to the OZ Company, and $330,000 to third party investors. The 13% Convertible Secured Notes, bear interest at 13%, payable in cash or in kind. The notes are payable at maturity in 2027. The obligations under the notes are secured by a lien on our assets. The 13% Convertible Secured Notes are convertible to our common stock at $0.50 per share. Upon conversion of the notes, the Company will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share for warrants issued on conversion of the first $1.5 million of 13% Convertible Secured Notes issued, an exercise price of $0.75 per share for warrants issued on conversion of the second $3.5 million tranche of 13% Convertible Secured Notes issue, and an exercise price of $1.00 per share for warrants issued on conversion of 13% Convertible Secured Notes issued after the first $5.0 million in notes issued. The total note proceeds of $830,000 were deposited in a third-party escrow account. A total of $607.500 has been disbursed from escrow to pay accounts payable and current operating expenses. The balance in the escrow account at December 31, 2023, is $222,500. Cancellation of Series A Preferred Stock. In furtherance of the financing efforts, on September 18, 2023, Cell Science agreed to cancel the four outstanding shares of Series A Preferred Stock owned by it. As a result of this preferred stock cancellation, Cell Science no longer has the voting power to control all stockholder votes, and we are amending our certificates of designation so that the the Series A Preferred Stock and Series B Preferred Stock are no longer authorized for future issuance. We now have outstanding only common stock, which is entitled to one vote per share on all matters. NOTE 10 – SUBSEQUENT EVENTS (continued) Extension of Notes Payable On December 27, 2023, the maturity date of the $3.5 million One-time Payment Note to Cell Science, originally due on January 2023, as previously extended by successive amendments to December 31, 2023, was further extended to December 31, 2027. OnDecember 31, 2027, the maturity date of the Working Capital Note payable to OZ Company, originally due on December 31, 2020, as previously extended by successive amendments to December 31, 2023, was further extended to December 31, 2027. VO Leasing Agreement On December 7, 2023, we reached an agreement with VO Leasing Corp., our landlord and holder of necessary cannabis cultivation and manufacturing licenses in CA, for payment of $589,732 we owe VO Leasing. Per the agreement, it was agreed that we would pay VO Leasing the total amount of $300,000 with interest thereon at the rate of 10% per annum as full satisfaction of the amounts owed. Under the agreement, we paid $40,000. The balance of $260,000 plus all accrued and unpaid interest is payable within 180 days (the “Due Date”). With the payment of the initial $40,000 we were permitted to retrieve the Bioreactors from the premises. Additionally, per the agreement, upon our payment, anytime before the Due Date, of an additional $50,000 applied against the balance due, we can retrieve all of our remaining equipment, except the Filtration System, which shall be Collateral for our full performance under the agreement, and which shall be released upon full payment prior to the Due Date.

NOTE 2 - SUMMARY OF SIGNIFICA_2

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Basis of Presentation	a) Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

NOTE 2 - SUMMARY OF SIGNIFICA_3

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Going Concern	b) Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $47,479,488 as of July 31, 2023 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern.

NOTE 2 - SUMMARY OF SIGNIFICA_4

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Cash and Cash Equivalents	c) Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

NOTE 2 - SUMMARY OF SIGNIFICA_5

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Use of Estimates and Assumptions (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Use of Estimates and Assumptions	d) Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

NOTE 2 - SUMMARY OF SIGNIFICA_6

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Foreign Currency Translation (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Foreign Currency Translation	e) Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States dollar.

NOTE 2 - SUMMARY OF SIGNIFICA_7

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Financial Instruments (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Financial Instruments	f) Financial Instruments The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments.

NOTE 2 - SUMMARY OF SIGNIFICA_8

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-based Compensation (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Stock-based Compensation	g) Stock-based Compensation In September 2020, the Company adopted a stock-based compensation plan, the 2020 Long-Term Incentive Plan (“2020 Plan”), which is more fully described in Note 5. We expense the fair value of stock options and warrants granted for services as they vest. On September 22, 2020, the Company granted to each of its directors, Thomas K. Emmitt, Peter Whitton, Aristotle Popolizio and Evripides Drakos, a non-qualified stock option to purchase 300,000 shares of common stock, for a total of 1,200,000 shares, at an exercise price of $5.10 per share, representing the then current price at which the Company was offering and selling its restricted shares for cash in its capital raising efforts. Such Options shall be exercisable for a period of seven years. Twenty percent (20%) (i.e., 60,000) of the options shall vest and be exercisable immediately with the remaining 240,000 options vesting at the rate of 1/12 (i.e. 20,000 shares) per month so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On June 7, 2021, we entered a consulting agreement with Fourth and G Holdings, LLC, through which Christopher Ganan provided consulting services. We granted the consultant one warrant to purchase 1,500,000 shares, vesting over two years, and another warrant to purchase 28,500,000 shares, vesting in increments based on specified technology commercialization accomplishments. The exercise price of these warrants is $3.00 per share, which was approximately equivalent to the market price of our common stock as of the date of grant. The fair value of each warrant grant was estimated using the Black-Scholes option pricing model. On September 11, 2021, the Company and Fourth and G Holdings, LLC, amended their June 2021 agreement, to reflect that the total warrants were reduced from 30,000,000 to 15,000,000, of which warrants to purchase 300,000 shares were vested on signing the initial agreement. Effective June 7, 2023, with the consultant not having fulfilled any of the specified technology commercialization accomplishments, the remaining 14,250,000 warrants were cancelled. On July 27, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team and granted each Consultant a seven-year stock option to purchase 100,000 shares of Common Stock at an exercise price of $4.20 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On September 16, 2021, the Company granted to its then Chief Executive Office, Teddy Scott, a non-qualified stock option to purchase 5,000,000 shares of common stock at an exercise price of $4.50 per share, representing the current market price on the date of the issuance of the option. Such Options shall be exercisable for a period of ten years. Six hundred twenty-five thousand (625,000) of the options shall vest and be exercisable immediately with the remaining options vesting at the rate of ninety-three thousand eighty-five (93,085) shares per month over a period of forty-seven (47) months. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Dr. Scott resigned as a director and chief executive officer on November 10, 2021. As of the date of his resignation, 718,085 options were vested and are exercisable through the expiration of such options on September 16, 2031, except in the event of his death, in which case such options will terminate if not exercised within six months. The remaining 4,281,915 options terminated upon Dr. Scott’s resignation as a director. On December 3, 2021, the Company appointed an additional director and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.00 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On December 6, 2021, the Company appointed a new Chief Financial and Accounting Officer and director of the Company at an annual base salary of $60,000 and granted him a seven-year stock option to purchase 300,000 shares of common stock at $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On December 7, 2021, the Company entered into Consulting Agreements with two consultants to assist the Science team. Pursuant to the Consulting Agreements, the Company granted each Consultant a seven-year stock option to purchase 200,000 shares of Common Stock at an exercise price of $3.40 per share, which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On January 5, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 700,000 shares of common stock at $2.60 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On February 11, 2022, the Company appointed a new Deputy Chief Executive Officer and granted him a seven-year stock option to purchase 2,000,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On February 11, 2022, the Company entered into a Consulting Agreement with an advisor to the board and granted him a seven-year stock option to purchase 3,500,000 shares of common stock at an exercise price of $3.00 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On April 18, 2022, in consideration of the services of our Chief Executive Officer and our Vice President and Secretary of the Company, we granted them each a seven-year stock option to purchase 1,300,000 shares of common stock at $3.30 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. On July 29, 2022, in consideration of the services of two of our Directors, we granted them each a seven-year stock option to purchase 300,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) On July 29, 2022, in consideration of the services of a Senior Board Advisor and our Chief Financial Officer of the Company, we granted them each a seven-year stock option to purchase 160,000 shares of common stock at $1.50 per share which was approximately equal to the closing price for our common stock on the date of grant. The fair value of each option grant issued under the 2020 Plan was estimated using the Black-Scholes option pricing model. Based on the above assumptions for all stock options and warrants, the Company recognized stock-based compensation of $8,107,162 and $9,169,182 (which is included in consulting fees on the Statements of Operations) for the years ended July 31, 2023 and July 31, 2022, respectively. As of July 31, 2023, there was $6,269,750 of total unrecognized stock-based compensation that is expected to be recognized over the vesting period of the options.

NOTE 2 - SUMMARY OF SIGNIFICA_9

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Income Taxes	h) Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

NOTE 2 - SUMMARY OF SIGNIFIC_10

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basic and Diluted Net Loss per Share (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Basic and Diluted Net Loss per Share	i) Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common stockholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.

NOTE 2 - SUMMARY OF SIGNIFIC_11

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Professional fees (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Professional fees	j) Professional fees Substantially all professional fees presented in the financial statements represent accounting fees, audit fees and legal fees associated with the filing of reports with the Securities and Exchange Commission. Also included in professional fees are fees paid to the stock transfer agent. The fees are expensed as incurred.

NOTE 2 - SUMMARY OF SIGNIFIC_12

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Fiscal Periods (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Fiscal Periods	k) Fiscal Periods The Company’s fiscal year end is July 31.

NOTE 2 - SUMMARY OF SIGNIFIC_13

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Recently Issued Accounting Pronouncements (Policies)	12 Months Ended
	Jul. 31, 2023
Policies
Recently Issued Accounting Pronouncements	l) Recently Issued Accounting Pronouncements We have reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. We have determined that none had a material impact on our financial position, results of operations, or cash flows for the periods presented in this report.

NOTE 3 - FIXED ASSETS_ Schedule

NOTE 3 - FIXED ASSETS: Schedule of Fixed Assets (Tables)	12 Months Ended
	Jul. 31, 2023
Tables/Schedules
Schedule of Fixed Assets	July 31, 2023 July 31, 2022 Laboratory equipment and components – at cost $ 668,357 $ 765,160 Accumulated depreciation (200,507) (76,516) Fixed assets – net $ 467,850 $ 688,644

NOTE 4 - NOTES PAYABLE - RELA_2

NOTE 4 - NOTES PAYABLE - RELATED PARTIES: Schedule of Related Party Transactions (Tables)	12 Months Ended
	Jul. 31, 2023
Tables/Schedules
Schedule of Related Party Transactions	July 31, 2023 July 31, 2022 Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due June 30, 2023 $ 3,500,000 $ 3,500,000 Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due June 30, 2023 3,094,672 2,723,731 Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024 150,000 150,000 Total $ 6,744,672 $ 6,373,731

NOTE 5 - PREFERRED AND COMMON_2

NOTE 5 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Tables)	12 Months Ended
	Jul. 31, 2023
Stock Option Award
Share-based Payment Arrangement, Option, Activity	Number of options Outstanding at July 31, 2021 600,000 Granted 16,420,000 Forfeited (4,601,915) Outstanding at July 31, 2022 12,418,085 Granted - Exercised - Forfeited (1,475,010) Outstanding at July 31, 2023 10,943,075
Warrant
Share-based Payment Arrangement, Option, Activity	Number of warrants Outstanding at July 31, 2021 30,000,000 Amendment to agreement (15,000,000) Outstanding at July 31, 2022 15,000,000 Granted - Exercised - Forfeited (14,250,000) Outstanding at July 31, 2023 750,000

NOTE 9 - RESTATEMENT OF PREVI_2

NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS: Schedule of Error Corrections and Prior Period Adjustments (Tables)	12 Months Ended
	Jul. 31, 2023
Tables/Schedules
Schedule of Error Corrections and Prior Period Adjustments	The effect of the restatement adjustment on the Consolidated Balance Sheet at July 31, 2022 follows: As previously Reported Restatement Adjustment As Restated Total assets $ 701,095 $ - $ 701,095 Total liabilities $ 7,858,618 $ - $ 7,858,618 Common stock 301,283 - 301,283 Additional paid-in capital 36,070,822 (6,355,594) 29,715,228 Accumulated deficit (43,529,628) 6,355,594 (37,174,034) Total stockholders’ deficit (7,157,523) - (7,157,523) Total liabilities and stockholders’ deficit $ 701,095 - $ 701,095 NOTE 9 – RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS (continued) The effect of the restatement adjustment on the Consolidated Statement of Operations for the year ended July 31, 2022 follows: As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 15,379,799 (5,447,652) 9,932,147 Professional fees 900,492 - 900,492 Other operating expenses 1,762,877 - 1,762,877 Total operating expenses 18,043,168 (5,447,652) 12,595,516 Loss from operations (18,043,168) 5,447,652 (12,595,516) Other expenses (2,871,772) - (2,871,772) Net Loss $ (20,914,940) $ 5,447,652 $ (15,467,288) Net loss per share – basic and diluted $ (0.07) $ 0.02 $ (0.05)

NOTE 1 - ORGANIZATION AND BUS_2

NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Details
Entity Incorporation, State or Country Code	NV
Entity Incorporation, Date of Incorporation	Apr. 24, 2008
Accumulated deficit (as restated at July 31, 2022 - see Note 9)	$ 47,479,488	$ 37,174,034

NOTE 2 - SUMMARY OF SIGNIFIC_14

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Details
Accumulated deficit (as restated at July 31, 2022 - see Note 9)	$ 47,479,488	$ 37,174,034

NOTE 2 - SUMMARY OF SIGNIFIC_15

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-based Compensation (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	0	16,420,000	1,200,000
Share-Based Payment Arrangement
Unrecognized stock-based compensation to be recognized over the 1-year vesting period			$ 6,269,750
Shares Issuance 1
Stock Issued During Period, Shares, New Issues		1,500,000
Shares Issuance 2
Stock Issued During Period, Shares, New Issues		28,500,000
Shares Issuance 3
Stock Issued During Period, Shares, New Issues		100,000
Shares Issuance 4
Stock Issued During Period, Shares, New Issues		5,000,000
Shares Issuance 5
Stock Issued During Period, Shares, New Issues		300,000
Shares Issuance 6
Stock Issued During Period, Shares, New Issues		300,000
Shares Issuance 7
Stock Issued During Period, Shares, New Issues		200,000
Shares Issuance 8
Stock Issued During Period, Shares, New Issues		700,000
Shares Issuance 9
Stock Issued During Period, Shares, New Issues	2,000,000
Shares Issuance 10
Stock Issued During Period, Shares, New Issues	3,500,000
Shares Issuance 11
Stock Issued During Period, Shares, New Issues	1,300,000
Shares Issuance 12
Stock Issued During Period, Shares, New Issues	300,000
Shares Issuance 13
Stock Issued During Period, Shares, New Issues	160,000

NOTE 3 - FIXED ASSETS_ Schedu_2

NOTE 3 - FIXED ASSETS: Schedule of Fixed Assets (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Details
Laboratory equipment and components - at cost	$ 668,357	$ 765,160
Property, Plant, and Equipment, Owned, Accumulated Depreciation	(200,507)	(76,516)
Fixed assets, net of accumulated depreciation of $200,507 and $76,516, respectively	$ 467,850	$ 688,644

NOTE 4 - NOTES PAYABLE - RELA_3

NOTE 4 - NOTES PAYABLE - RELATED PARTIES: Schedule of Related Party Transactions (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Notes payable - related parties	$ 6,744,672	$ 6,373,731
Cell Science | Note Payable
Notes payable - related parties	3,500,000	3,500,000
OZ Corporation | Note Payable
Notes payable - related parties	150,000	150,000
OZ Corporation | Convertible Note Payable
Notes payable - related parties	$ 3,094,672	$ 2,723,731

NOTE 4 - NOTES PAYABLE - RELA_4

NOTE 4 - NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)	Jun. 23, 2022	Jan. 31, 2022	Aug. 01, 2019	Jul. 31, 2023
OZ Corporation
Issuance of notes payable - related parties to replace short term borrowings - related parties			$ 147,513
Debt Instrument, Interest Rate During Period			6%
Notes Payable, Related Parties, Current				$ 3,094,672
Interest Payable, Current				378,183
Cell Science
Issuance of notes payable - related parties to replace short term borrowings - related parties		$ 3,500,000
Debt Instrument, Interest Rate During Period		0.44%
Notes Payable, Related Parties, Current				3,500,000
Interest Payable, Current				23,037
Controlling Shareholder
Issuance of notes payable - related parties to replace short term borrowings - related parties	$ 150,000
Debt Instrument, Interest Rate During Period	7%
Interest Payable, Current				11,593
Notes Payable, Related Parties, Current				$ 150,000

NOTE 5 - PREFERRED AND COMMON_3

NOTE 5 - PREFERRED AND COMMON STOCK (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022	Sep. 22, 2020
Stock issued for cash	$ 30,000	$ 1,606,004
Common Stock, Capital Shares Reserved for Future Issuance					20,000,000
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised			0	800,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price		$ 5.10		$ 5.10
Shares canceled in payment of the aggregate exercise price				304,354
Shares Issuance 1
Stock issued for cash				$ 1,456,003
Shares Issuance 2
Stock issued for cash				$ 150,001
Shares Issuance 3
Stock issued for cash			$ 30,000
Common Stock
Stock issued for cash shares	(20,000)	(585,003)
Stock issued for cash	$ 20	$ 585
Stock issued for exercise of stock options				495,646
Common Stock | Shares Issuance 1
Stock issued for cash shares				485,001
Common Stock | Shares Issuance 2
Stock issued for cash shares				100,002
Common Stock | Shares Issuance 3
Stock issued for cash shares			20,000

NOTE 5 - PREFERRED AND COMMON_4

NOTE 5 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Details) - shares	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2021	Apr. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number		12,418,085	600,000	10,943,075
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	0	16,420,000	1,200,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	(1,475,010)	(4,601,915)
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised	0	(800,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	1,475,010	4,601,915
Warrant
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number		15,000,000	30,000,000	750,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures	0
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	14,250,000
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised	0
Amendment to agreement		(15,000,000)
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period	(14,250,000)

NOTE 7 - COMMITMENTS AND CONT_2

NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Space sharing fees	$ 120,000
Accounts payable and accrued liabilities	2,639,281	$ 1,265,968
License Fee	250,000
Cannabis activities fees	139,680
OZ Corporation
Space sharing fees	408,000	$ 408,000
Accounts payable and accrued liabilities	$ 1,001,000

NOTE 8 - IMPAIRMENT OF INTANG_2

NOTE 8 - IMPAIRMENT OF INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Details
Laboratory equipment and components - at cost	$ 668,357	$ 765,160
Impairment of intangible assets	$ 0	$ 2,734,839

NOTE 9 - RESTATEMENT OF PREVI_3

NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS: Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($)	3 Months Ended		12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jul. 31, 2023	Jul. 31, 2022	Apr. 30, 2022
Previously Reported
TOTAL ASSETS		$ 701,095		$ 701,095
TOTAL LIABILITIES		7,858,618		7,858,618
Common shares		301,283		301,283
Additional paid-in capital (as restated at July 31, 2022 - see Note 9)		36,070,822		36,070,822
Accumulated deficit (as restated at July 31, 2022 - see Note 9)		(43,529,628)		(43,529,628)
Total Stockholders' Equity (Deficit)		(7,157,523)		(7,157,523)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		701,095		701,095
NET REVENUES				0
OPERATING EXPENSES
Consulting fees (including stock-based compensation of $8,107,162 and $9,169,182, respectively) (as restated for year ended July 31, 2022 - see Note 9)				15,379,799
Professional fees				900,492
Other operating expenses				1,762,877
Total Operating Expenses (as restated for year ended July 31, 2022 - see Note 9)				18,043,168
LOSS FROM OPERATIONS (as restated for year ended July 31, 2022 - see Note 9)				(18,043,168)
Total Other Income (Expenses)				(2,871,772)
Net loss				$ (20,914,940)
BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for year ended July 31, 2022 - see Note 9)				$ (0.07)
Revision of Prior Period, Adjustment
TOTAL ASSETS		0		$ 0
TOTAL LIABILITIES		0		0
Common shares		0		0
Additional paid-in capital (as restated at July 31, 2022 - see Note 9)		(6,355,594)		(6,355,594)
Accumulated deficit (as restated at July 31, 2022 - see Note 9)		6,355,594		6,355,594
Total Stockholders' Equity (Deficit)		0		0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)		0		0
NET REVENUES				0
OPERATING EXPENSES
Consulting fees (including stock-based compensation of $8,107,162 and $9,169,182, respectively) (as restated for year ended July 31, 2022 - see Note 9)				(5,447,652)
Professional fees				0
Other operating expenses				0
Total Operating Expenses (as restated for year ended July 31, 2022 - see Note 9)				(5,447,652)
LOSS FROM OPERATIONS (as restated for year ended July 31, 2022 - see Note 9)				5,447,652
Total Other Income (Expenses)				0
Net loss				$ 5,447,652
BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for year ended July 31, 2022 - see Note 9)				$ 0.02
TOTAL ASSETS	$ 470,951	701,095	$ 470,951	$ 701,095
TOTAL LIABILITIES	9,796,766	7,858,618	9,796,766	7,858,618
Common shares	301,303	301,283	301,303	301,283
Additional paid-in capital (as restated at July 31, 2022 - see Note 9)	37,852,370	29,715,228	37,852,370	29,715,228
Accumulated deficit (as restated at July 31, 2022 - see Note 9)	(47,479,488)	(37,174,034)	(47,479,488)	(37,174,034)
Total Stockholders' Equity (Deficit)	(9,325,815)	(7,157,523)	(9,325,815)	(7,157,523)	$ (2,465,421)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	470,951	701,095	470,951	701,095
NET REVENUES			0	0
Consulting fees (including stock-based compensation of $8,107,162 and $9,169,182, respectively) (as restated for year ended July 31, 2022 - see Note 9)			8,441,838	9,932,147
Professional fees			487,704	900,492
Other operating expenses				1,762,877
Total Operating Expenses (as restated for year ended July 31, 2022 - see Note 9)			10,045,812	12,595,516
LOSS FROM OPERATIONS (as restated for year ended July 31, 2022 - see Note 9)			(10,045,812)	(12,595,516)
Total Other Income (Expenses)			(259,642)	(2,871,772)
Net loss	$ (10,305,454)	$ (15,467,288)	$ (10,305,454)	$ (15,467,288)
BASIC AND DILUTED NET LOSS PER COMMON SHARE (as restated for year ended July 31, 2022 - see Note 9)			$ (0.03)	$ (0.05)

Uncategorized Items - bkhu-2023

Label	Element	Value
Common Stock
Net loss	us-gaap_NetIncomeLoss	$ 0
Stock-based compensation	us-gaap_ShareBasedCompensation	0
Retained Earnings
Net loss	us-gaap_NetIncomeLoss	(10,305,454)
Stock-based compensation	us-gaap_ShareBasedCompensation	0
Stock issued for cash	fil_StockIssuedForCash	0
Additional Paid-in Capital
Net loss	us-gaap_NetIncomeLoss	0
Stock-based compensation	us-gaap_ShareBasedCompensation	8,107,162
Stock issued for cash	fil_StockIssuedForCash	(29,980)
Preferred Stock
Net loss	us-gaap_NetIncomeLoss	0
Stock-based compensation	us-gaap_ShareBasedCompensation	0
Stock issued for cash	fil_StockIssuedForCash	$ 0