Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Apr. 30, 2024 | Jun. 12, 2024 | |
Details | ||
Registrant CIK | 0001440153 | |
Fiscal Year End | --07-31 | |
Registrant Name | BAKHU HOLDINGS, CORP. | |
SEC Form | 10-Q | |
Period End date | Apr. 30, 2024 | |
Tax Identification Number (TIN) | 26-0510649 | |
Number of common stock shares outstanding | 301,302,983 | |
Filer Category | Non-accelerated Filer | |
Current with reporting | Yes | |
Interactive Data Current | No | |
Shell Company | false | |
Small Business | true | |
Emerging Growth Company | false | |
Document Quarterly Report | true | |
Securities Act 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 | 682-2548 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 81,519 | $ 3,101 |
Prepaid expenses | 70,361 | 0 |
Total Current Assets | 151,880 | 3,101 |
OTHER ASSETS | ||
Fixed assets, net of accumulated depreciation of $300,761 and $200,507, respectively | 367,597 | 467,850 |
Total Other Assets | 367,597 | 467,850 |
TOTAL ASSETS | 519,477 | 470,951 |
CURRENT LIABILITIES | ||
Accounts payable and accrued liabilities | 1,958,156 | 2,639,281 |
Accrued interest | 565,364 | 412,813 |
Settlement liability due to leasing company | 260,000 | 0 |
Notes payable - related parties current portion | 150,000 | 6,744,672 |
Total Current Liabilities | 2,933,520 | 9,796,766 |
NON-CURRENT LIABILITIES | ||
Notes payable - related parties | 7,160,046 | 0 |
Notes payable - third parties | 653,770 | 0 |
Total Non-Current Liabilities | 7,813,816 | 0 |
TOTAL LIABILITIES | 10,747,336 | 9,796,766 |
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred shares | 0 | 0 |
Common shares | 301,303 | 301,303 |
Additional paid-in capital | 39,109,321 | 37,852,370 |
Accumulated deficit | (49,638,483) | (47,479,488) |
Total Stockholders' Equity (Deficit) | (10,227,859) | (9,325,815) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ 519,477 | $ 470,951 |
Consolidated Balance Sheets - P
Consolidated Balance Sheets - Parenthetical - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Consolidated Balance Sheets | ||
Property, Plant, and Equipment, Owned, Accumulated Depreciation | $ 300,761 | $ 200,507 |
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 | 0 | 4 |
Preferred Stock, Shares Outstanding | 0 | 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 | 301,302,983 |
Common Stock, Shares, Outstanding | 301,302,983 | 301,302,983 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
Consolidated Statements of Operations | ||||
NET REVENUES | $ 0 | $ 0 | $ 0 | $ 0 |
OPERATING EXPENSES | ||||
Other Expenses | 468,484 | 1,779,670 | 1,332,344 | 7,590,569 |
Professional fees | 87,675 | 52,008 | 282,473 | 400,726 |
Depreciation of fixed assets | 33,418 | 33,418 | 100,254 | 100,254 |
Other operating expenses | 228,344 | 229,700 | 537,447 | 753,622 |
Total Operating Expenses | 817,921 | 2,094,796 | 2,252,518 | 8,845,171 |
LOSS FROM OPERATIONS | (817,921) | (2,094,796) | (2,252,518) | (8,845,171) |
OTHER INCOME (EXPENSES) | ||||
Gain on settlement of debt | 0 | 323,078 | 0 | |
Loss on sale of equipment | 0 | 0 | (65,748) | |
Interest expense | (88,916) | (48,037) | (229,555) | (143,530) |
Total Other Income (Expenses) | (88,916) | (48,037) | 93,523 | (209,278) |
LOSS BEFORE INCOME TAXES | (906,837) | (2,142,833) | (2,158,995) | (9,054,449) |
PROVISION FOR INCOME TAXES | 0 | 0 | 0 | 0 |
NET LOSS | $ (906,837) | $ (2,142,833) | $ (2,158,995) | $ (9,054,449) |
BASIC NET LOSS PER SHARE | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED | 301,302,983 | 301,302,983 | 301,302,983 | 301,294,722 |
Consolidated Statements of Op_2
Consolidated Statements of Operations - Parenthetical - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | |
Consolidated Statements of Operations | ||||||||
Stock-based compensation | $ 458,983 | $ 170,993 | $ 626,975 | $ 1,713,675 | $ 2,569,241 | $ 3,070,970 | $ 1,256,951 | $ 7,353,885 |
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 Jul. 31, 2022 | $ 0 | $ 301,283 | $ 29,715,228 | $ (37,174,034) | $ (7,157,523) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 | 4 | 301,282,983 | |||
Stock-based compensation | $ 0 | $ 0 | 3,070,970 | 0 | 3,070,970 |
Net loss | 0 | 0 | 0 | (3,772,653) | (3,772,653) |
Equity, Attributable to Parent, Ending Balance at Oct. 31, 2022 | $ 0 | $ 301,283 | 32,786,198 | (40,946,687) | (7,859,206) |
Shares, Outstanding, Ending Balance at Oct. 31, 2022 | 4 | 301,282,983 | |||
Equity, Attributable to Parent, Beginning Balance at Jul. 31, 2022 | $ 0 | $ 301,283 | 29,715,228 | (37,174,034) | (7,157,523) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2022 | 4 | 301,282,983 | |||
Stock-based compensation | 7,353,885 | ||||
Net loss | (9,054,449) | ||||
Equity, Attributable to Parent, Ending Balance at Apr. 30, 2023 | $ 0 | $ 301,303 | 37,099,094 | (46,228,483) | (8,828,086) |
Shares, Outstanding, Ending Balance at Apr. 30, 2023 | 4 | 301,302,983 | |||
Equity, Attributable to Parent, Beginning Balance at Oct. 31, 2022 | $ 0 | $ 301,283 | 32,786,198 | (40,946,687) | (7,859,206) |
Shares, Outstanding, Beginning Balance at Oct. 31, 2022 | 4 | 301,282,983 | |||
Stock-based compensation | $ 0 | $ 0 | 2,569,241 | 0 | 2,569,241 |
Net loss | 0 | 0 | 0 | (3,138,963) | (3,138,963) |
Equity, Attributable to Parent, Ending Balance at Jan. 31, 2023 | $ 0 | $ 301,303 | 35,385,419 | (44,085,650) | (8,398,928) |
Shares, Outstanding, Ending Balance at Jan. 31, 2023 | 4 | 301,302,983 | |||
Stock Issued During Period, Value, New Issues | $ 0 | $ 20 | 29,980 | 0 | 30,000 |
Stock Issued During Period, Shares, New Issues | 20,000 | ||||
Stock-based compensation | 0 | $ 0 | 1,713,675 | 0 | 1,713,675 |
Net loss | 0 | 0 | 0 | (2,142,833) | (2,142,833) |
Equity, Attributable to Parent, Ending Balance at Apr. 30, 2023 | $ 0 | $ 301,303 | 37,099,094 | (46,228,483) | (8,828,086) |
Shares, Outstanding, Ending Balance at Apr. 30, 2023 | 4 | 301,302,983 | |||
Equity, Attributable to Parent, Beginning Balance at Jul. 31, 2023 | $ 0 | $ 301,303 | 37,852,370 | (47,479,488) | (9,325,815) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2023 | 4 | 301,302,983 | |||
Stock-based compensation | $ 0 | $ 0 | 626,975 | 0 | 626,975 |
Net loss | 0 | 0 | 0 | (1,131,478) | (1,131,478) |
Equity, Attributable to Parent, Ending Balance at Oct. 31, 2023 | $ 0 | $ 301,303 | 38,479,345 | (48,610,966) | (9,830,318) |
Shares, Outstanding, Ending Balance at Oct. 31, 2023 | 0 | 301,302,983 | |||
Cancellation of Preferred Stock | $ 0 | $ 0 | 0 | 0 | 0 |
Cancellation of Preferred Stock | (4) | ||||
Equity, Attributable to Parent, Beginning Balance at Jul. 31, 2023 | $ 0 | $ 301,303 | 37,852,370 | (47,479,488) | (9,325,815) |
Shares, Outstanding, Beginning Balance at Jul. 31, 2023 | 4 | 301,302,983 | |||
Stock-based compensation | 1,256,951 | ||||
Net loss | (2,158,995) | ||||
Equity, Attributable to Parent, Ending Balance at Apr. 30, 2024 | $ 0 | $ 301,303 | 39,109,321 | (49,638,483) | (10,227,859) |
Shares, Outstanding, Ending Balance at Apr. 30, 2024 | 0 | 301,302,983 | |||
Equity, Attributable to Parent, Beginning Balance at Oct. 31, 2023 | $ 0 | $ 301,303 | 38,479,345 | (48,610,966) | (9,830,318) |
Shares, Outstanding, Beginning Balance at Oct. 31, 2023 | 0 | 301,302,983 | |||
Stock-based compensation | $ 0 | $ 0 | 170,993 | 0 | 170,993 |
Net loss | 0 | 0 | 0 | (120,680) | (120,680) |
Equity, Attributable to Parent, Ending Balance at Jan. 31, 2024 | $ 0 | $ 301,303 | 38,650,338 | (48,731,646) | (9,780,005) |
Shares, Outstanding, Ending Balance at Jan. 31, 2024 | 0 | 301,302,983 | |||
Stock-based compensation | $ 0 | $ 0 | 458,983 | 0 | 458,983 |
Net loss | 0 | 0 | 0 | (906,837) | (906,837) |
Equity, Attributable to Parent, Ending Balance at Apr. 30, 2024 | $ 0 | $ 301,303 | $ 39,109,321 | $ (49,638,483) | $ (10,227,859) |
Shares, Outstanding, Ending Balance at Apr. 30, 2024 | 0 | 301,302,983 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | |
Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (2,142,833) | $ (2,158,995) | $ (9,054,449) |
Adjustments to reconcile net loss to net cash used by operating activities: | |||
Stock based compensation (as restated for the nine months ended April 30, 2023 - see Note 9) | 1,256,951 | 7,353,886 | |
Gain on settlement of debt | 0 | (323,078) | 0 |
Loss on sale of equipment | 0 | 0 | 65,748 |
Depreciation of fixed assets | 33,418 | 100,254 | 100,254 |
Changes in operating assets and liabilities | |||
Prepaid expenses | (70,361) | 0 | |
Accounts payable and accrued liabilities | (358,047) | 1,013,570 | |
Accrued interest | 227,894 | 143,531 | |
Settlement liability due to leasing company | 260,000 | 0 | |
Net Cash Used in Operating Activities | (1,065,382) | (377,460) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Proceeds from sale of equipment | 0 | 10,125 | |
Net Cash Provided by Investing Activities | 0 | 10,125 | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Proceeds from sale of common stock | 0 | 30,000 | |
Proceeds from notes payable - third parties | 625,000 | 0 | |
Payments on notes payable - related parties | 0 | (2,883) | |
Proceeds from notes payable - related parties | 518,800 | 328,336 | |
Net Cash Provided by Financing Activities | 1,143,800 | 355,453 | |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 78,418 | (11,882) | |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 3,101 | 12,451 | |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ 569 | 81,519 | 569 |
SUPPLEMENTAL DISCLOSURES | |||
Interest | 1,660 | 0 | |
Income taxes | 0 | 0 | |
Issuance of notes payable for fixed assets | $ 75,344 | $ 0 |
NOTE 1 - ORGANIZATION AND BUSIN
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION | 9 Months Ended |
Apr. 30, 2024 | |
Notes | |
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION | NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION Bakhu Holdings, Corp. (formerly Planet Resources, Corp.) (the “Company”) was incorporated under the laws of the State of Nevada, U.S. on April 24, 2008. In May 2009, the Company began to look for other types of business to pursue that would benefit the stockholders. To pursue businesses outside the mining industry the name of the Company was changed with the approval of the directors and stockholders to Bakhu Holdings, Corp. on May 4, 2009. The Company has not generated any revenue to date, and consequently, its operations are subject to all risks inherent in establishing a new business enterprise. For the period from inception, April 24, 2008, through April 30, 2024, the Company has accumulated losses of $49,638,483. On December 20, 2018, the Company acquired a license from Cell Science Holding Ltd. (“Cell Science”) 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 April 30, 2024. When used herein, the “Company” includes this consolidated subsidiary. In the opinion of management, the Company’s financial statements reflect all adjustments that are of a normal recurring nature necessary for presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with the instructions to Form 10-Q in Article 10 of SEC Regulation S-X. As used in this report, the term the “Company” means Bakhu Holdings, Corp. and its subsidiary, unless the context indicates otherwise. The Company condensed or omitted certain information and footnote disclosures normally included in our annual audited financial statements, which the Company prepared in accordance with GAAP. Our interim financial statements should be read in conjunction with our annual report on Form 10-K for the year ended July 31, 2023. |
NOTE 2 - SUMMARY OF SIGNIFICANT
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Apr. 30, 2024 | |
Notes | |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. Going Concern The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $49,638,483 as of April 30, 2024 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Cash and Cash Equivalents The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation The Company’s functional currency and its reporting currency is the United States dollar. Financial Instruments The carrying value of the Company’s financial instruments approximates their fair value because of the short maturity of these instruments. Stock-based Compensation 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. The fair value of each option grant issued under the 2020 Plan is calculated using the Black-Scholes option pricing model. The Company recognized stock-based compensation of $1,256,951 and $7,353,885 (which is included in consulting fees on the Statements of Operations) for the nine months ended April 30, 2024 and 2023, respectively. As of April 30, 2024, there was $3,092,886 of total unrecognized stock-based compensation that is expected to be recognized over the remaining vesting period of the options (which ends on February 11, 2026). Income Taxes Income taxes are accounted for under the assets and liability method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding (such as stock options, warrants, and convertible notes payable) during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. Professional fees 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 SIGNIFICANT ACCOUNTING POLICIES (continued) Fiscal Periods The Company’s fiscal year end is July 31. Recently Issued Accounting Pronouncements The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. 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 | 9 Months Ended |
Apr. 30, 2024 | |
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. Fixed Assets consisted of the following: April 30, 2024 July 31, 2023 Laboratory equipment and components – at cost $ 668,358 $ 668,357 Accumulated depreciation (300,761) (200,507) Fixed assets – net $ 367,597 $ 467,850 |
NOTE 4 - NOTES PAYABLE - RELATE
NOTE 4 - NOTES PAYABLE - RELATED PARTIES | 9 Months Ended |
Apr. 30, 2024 | |
Notes | |
NOTE 4 - NOTES PAYABLE - RELATED PARTIES | NOTE 4 - NOTES PAYABLE Notes payable – related parties consist of: April 30, 2024 July 31, 2023 Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due December 31, 2027 $ 3,330,000 $ 3,500,000 Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due December 31, 2027 3,283,472 3,094,672 Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024 150,000 150,000 Convertible Senior Secured Promissory Note payable to OZ Company, interest at 13%, due February 26, 2028 546,574 - Total notes payable – related parties 7,310,046 6,744,672 Current portion of notes payable – related parties (150,000) (6,744,672) Non-current portion of notes payable – related parties $ 7,160,046 $ - Notes payable – third parties consist of: April 30, 2024 July 31, 2023 Convertible Senior Secured Promissory Notes payable to third parties, interest at 13%, due February 26, 2028 $ 653,770 $ - Total notes payable – third parties $ 653,770 $ - NOTE 4 - NOTES PAYABLE (continued) On January 31, 2022, the Company and Cell Science entered into the Third Amendment to the December 20, 2018 Patent and Technology License Agreement (see Note 7). As part of this transaction, the Company issued a $3,500,000 promissory note, bearing interest at the applicable federal short-term rate of 0.44% under IRC Section 1274(d), originally due in January 2023 which by successive amendments has been extended to December 31, 2027. The principal balance and accrued interest due on the note were $3,330,000 and $34,510, respectively, as of April 30, 2024. The Convertible note payable to The OZ Corporation dated August 1, 2019 arose from 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 or before 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 were $3,283,472 and $511,378, respectively, as of April 30, 2024. 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 $19,475, respectively, as of April 30, 2024. The Convertible Senior Secured Promissory Notes payable to OZ Company (related party) and six third parties at April 30, 2024 were sold by the Company from August 8, 2023 to February 29, 2024. These notes accrue interest at the rate of 13% per annum which is compounded quarterly with the compounded quarterly interest being added to the outstanding principal balance of the note on the last day of each fiscal quarter of the Company. The principal and related accrued interest are convertible at the option of the holder into shares of Company common stock at a conversion price of $0.50 per share. These notes are secured by a first priority lien on all assets of the Company. The principal balance and accrued interest due on the Convertible Senior Secured Promissory Notes totaled $1,200,344 and $0, respectively as of April 30, 2024. Upon conversion of the notes, the Company will issue one warrant for each dollar amount converted, with an exercise price of $0.50 per share for warrants issued on conversion of the first $1.5 million of 13% Convertible Secured Notes issued, an exercise price of $0.75 per share for warrants issued on conversion of the second $3.5 million tranche of 13% Convertible Secured Notes issued and an exercise price of $1.00 per share for warrants issued on conversion of 13% Convertible Secured Notes issued after the first $5.0 million in notes issued. |
NOTE 5 - PREFERRED AND COMMON S
NOTE 5 - PREFERRED AND COMMON STOCK | 9 Months Ended |
Apr. 30, 2024 | |
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, 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 NOTE 5 - PREFERRED AND COMMON STOCK (continued) designation so that the Series A Preferred Stock and Series B Preferred Stock are no longer authorized for future issuance. We now have outstanding only common stock, which is entitled to one vote per share on all matters. Stock Option Plan On September 22, 2020, the board of directors adopted the 2020 Long-Term Incentive Plan (“2020 Plan”), under which 20,000,000 shares of our common stock were reserved for issuance by us to attract and retain employees and directors and to provide such persons with incentives and awards for superior performance and providing services to us. The 2020 Plan is administered by a committee comprised of our board of directors or appointed by the board of directors, which has broad flexibility in designing stock-based incentives. The board of directors determines the number of shares granted and the option exercise price pursuant to the 2020 Plan. On February 27, 2024, the Company closed Tranche 1 of the ongoing private placement sale of $1,030,000 of Convertible Senior Secured Promissory Notes (see Note 4). In conjunction with the Tranche 1 closing, the Company appointed three new directors and granted to each of the new directors Teddy Scott, Mitch Kahn, and Kimberly Tanami, and incumbent directors, Aristotle Popolizio, Peter Whitton and Juan Carlos Garcia La Sienra Garcia, a non-qualified stock option to purchase 240,000 shares of common stock at an exercise price of $1.00 per share. Such options shall be exercisable for seven years. The options shall vest at the rate of 1/12 (i.e., 20,000 shares) per month commencing on the Grant Date, so that all options shall be fully vested and exercisable on the first anniversary of the Grant Date. Unless a director resigns, is removed as provided in the Bylaws of the Company, dies or becomes incapacitated, each director shall receive annually, on each anniversary date, an additional option to purchase 240,000 shares of the Company’s common stock at an exercise price per share equal to the greater of (i) $1.00 per share, or (ii) Market price, defined as the average of the reported closing transaction price, if available, or closing bid price VWAP for the seven trading days preceding the date of grant, unless the aggregate trading volume for such period was less than $100,000, in which case the applicable trading period will be that number of days required to have aggregate trading volume of $100,000. Such annual grant of options shall continue in effect until the director resigns, is removed as provided in the Bylaws of the Company, dies or becomes incapacitated. On March 5, 2024, John Munoz (controlling person of The OZ Corporation and OZ Company) and Aristotle Popolizio (officer and director of the Company) closed an Option Cancellation and Share Transfer Agreement. In exchange for Popolizio’s cancellation of a total of 2,100,000 stock options exercisable at prices ranging from $2.60 per share to $5.10 per share, Munoz transferred 2,500,000 shares of Company common stock owned by him to Popolizio. The following table summarizes the stock option award activity under the 2020 Plan during the nine months ended April 30, 2024: Number of options Outstanding at July 31, 2023 10,943,075 Granted 1,440,000 Exercised - Forfeited (2,340,000) Expired (360,000) Outstanding at April 30, 2024 9,683,075 NOTE 5 - PREFERRED AND COMMON STOCK (continued) The following table summarizes the warrants Number of Warrants Outstanding at July 31, 2023 750,000 Granted - Exercised - Expired - Outstanding at April 30, 2024 750,000 The remaining 9,683,075 stock options outstanding at April 30, 2024 are as follows: Date of Grant Number Outstanding Number Exercisable Exercise Price Expiration Date September 22, 2020 200,000 200,000 $5.10 September 22, 2027 July 27, 2021 200,000 200,000 $4.20 July 27, 2028 September 16, 2021 718,085 718,085 $4.50 September 16, 2031 December 3, 2021 140,000 140,000 $3.00 December 3, 2028 December 6, 2021 140,000 140,000 $3.40 December 6, 2028 December 7, 2021 400,000 400,000 $3.40 December 7, 2028 January 5, 2022 700,000 700,000 $2.60 January 5, 2029 February 11, 2022 624,990 624,990 $3.00 February 11, 2029 February 11, 2022 3,500,000 1,624,982 $3.00 February 11, 2029 April 18, 2022 1,300,000 1,300,000 $3.30 April 18, 2029 July 29, 2022 320,000 320,000 $1.50 July 29, 2029 February 27, 2024 1,440,000 240,000 $1.00 February 28, 2031 Totals 9,683,075 6,608,057 The remaining 750,000 warrants outstanding and exercisable at April 30, 2024 were granted September 11, 2021, have an exercise price of $3.00 per share, and expire June 7, 2028. |
NOTE 6 - INCOME TAXES
NOTE 6 - INCOME TAXES | 9 Months Ended |
Apr. 30, 2024 | |
Notes | |
NOTE 6 - INCOME TAXES | NOTE 6 - INCOME TAXES As of April 30, 2024, the Company had net operating loss carry forwards that may be available to reduce future years’ taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not more likely than not to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards. |
NOTE 7 - COMMITMENTS AND CONTIN
NOTE 7 - COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Apr. 30, 2024 | |
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 nine months ended April 30, 2024 and 2023, the space sharing fees were $306,000 and $306,000, respectively. As of April 30, 2024, accounts payable and accrued liabilities included $1,307,000 due to The OZ Corporation for unpaid space sharing fees. 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 NOTE 7 - COMMITMENTS AND CONTINGENCIES (continued) 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, in which the Company and Cell Science agreed as follows: · · · · 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, provided for a monthly space sharing fee of $10,000 and had a term of thirty six (36) months from March 12, 2020 to March 12, 2023 with an option to extend for an additional period not to exceed three (3) months. In addition, the agreement provided for a monthly cannabis activities fee equal to the greater of (i) $11,640 or (ii) ten percent (10%) of the gross sales of the products, if any, manufactured through lessee’s operations. From March 12, 2023 through August 2023, the agreement continued on a month-to-month basis. For the nine months ended April 30, 2024 and 2023, the space sharing fees were $10,000 and $90,000, respectively, and the cannabis activities fees were $11,640 and $104,760, respectively. |
NOTE 8 - GAIN ON SETTLEMENT OF
NOTE 8 - GAIN ON SETTLEMENT OF DEBT | 9 Months Ended |
Apr. 30, 2024 | |
Notes | |
NOTE 8 - GAIN ON SETTLEMENT OF DEBT | NOTE 8 – GAIN ON SETTLEMENT OF DEBT On December 7, 2023, we reached an agreement with VO Leasing Corp., our laboratory space landlord and holder of necessary cannabis cultivation and manufacturing licenses in CA, in settlement of the $623,078 owed VO Leasing as of October 31, 2023. Per the agreement, it was agreed that we would pay VO Leasing the total amount of $300,000 with interest thereon at the rate of 10% per annum as full satisfaction of the amounts owed. Under the agreement, we paid $40,000. The balance of $260,000 plus all accrued and unpaid interest is payable within 180 days (the “Due Date”). With the payment of the initial $40,000 we were permitted to retrieve the Bioreactors from the premises. Additionally, per the agreement, upon our payment, any time before the Due Date, of an additional $50,000 applied against the balance due, we can retrieve all of our remaining equipment, except the Filtration System, which shall be Collateral for our full performance under the agreement, and which shall be released upon full payment prior to the Due Date. Based on the agreement, the Company recorded a gain on the settlement of debt in the amount of $323,078 in the three months ended January 31, 2024. As of the date of issuance of the accompanying financial statements, the Company has not paid any of the $260,000 balance and accrued interest due VO Leasing Corp. |
NOTE 9 - RESTATEMENT OF PREVIOU
NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS | 9 Months Ended |
Apr. 30, 2024 | |
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 for the three and nine months ended April 30, 2023 (which were included in the Company’s Form 10-Q filed with the SEC on December 20, 2022) in order to correct the consulting fees expense related to warrants issued. The Company had previously expensed warrants that had not yet vested and therefore had overstated consulting fees expense. The effect of the restatement adjustment on the Consolidated Statement of Operations for the three months ended April 30, 2023 follows: As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 3,141,583 (1,361,913) 1,779,670 Professional fees 52,008 - 52,008 Depreciation of fixed assets 33,418 - 33,418 Other operating expenses 229,700 - 229,700 Total operating expenses 3,456,709 (1,361,913) 2,094,796 Loss from operations (3,456,709) 1,361,913 (2,094,796) Other expenses (48,037) - (48,037) Net Loss $ (3,504,746) $ 1,361,913 $ (2,142,833) Net loss per share – basic and diluted $ (0.01) $ 0.00 $ (0.01) The effect of the restatement adjustment on the Consolidated Statement of Operations for the nine months ended April 30, 2023 follows: As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 11,676,308 (4,085,739) 7,590,569 Professional fees 400,726 - 400,726 Depreciation of fixed assets 100,254 - 100,254 Other operating expenses 753,622 - 753,622 Total operating expenses 12,930,910 (4,085,739) 8,845,171 Loss from operations (12,930,910) 4,085,739 (8,845,171) Other expenses (209,278) - (209,278) Net Loss $ (13,140,188) $ 4,085,739 $ (9,054,449) Net loss per share – basic and diluted $ (0.04) $ 0.01 $ (0.03) |
NOTE 2 - SUMMARY OF SIGNIFICA_2
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Basis of Presentation (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Basis of Presentation | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Going Concern | 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 $49,638,483 as of April 30, 2024 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. |
NOTE 2 - SUMMARY OF SIGNIFICA_4
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Cash and Cash Equivalents (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Cash and Cash Equivalents | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Use of Estimates and Assumptions | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Foreign Currency Translation | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Financial Instruments | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Stock-based Compensation | 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. The fair value of each option grant issued under the 2020 Plan is calculated using the Black-Scholes option pricing model. The Company recognized stock-based compensation of $1,256,951 and $7,353,885 (which is included in consulting fees on the Statements of Operations) for the nine months ended April 30, 2024 and 2023, respectively. As of April 30, 2024, there was $3,092,886 of total unrecognized stock-based compensation that is expected to be recognized over the remaining vesting period of the options (which ends on February 11, 2026). |
NOTE 2 - SUMMARY OF SIGNIFICA_9
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Income Taxes (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Income Taxes | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Basic and Diluted Net Loss per Share | Basic and Diluted Net Loss per Share The Company computes net loss per share in accordance with ASC 105, “Earnings per Share.” ASC 105 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding (such as stock options, warrants, and convertible notes payable) during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive. |
NOTE 2 - SUMMARY OF SIGNIFIC_11
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Professional fees (Policies) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Professional fees | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Fiscal Periods | 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) | 9 Months Ended |
Apr. 30, 2024 | |
Policies | |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements The Company has reviewed accounting pronouncements issued during the past two years and have adopted any that are applicable to the Company. 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) | 9 Months Ended |
Apr. 30, 2024 | |
Tables/Schedules | |
Schedule of Fixed Assets | April 30, 2024 July 31, 2023 Laboratory equipment and components – at cost $ 668,358 $ 668,357 Accumulated depreciation (300,761) (200,507) Fixed assets – net $ 367,597 $ 467,850 |
NOTE 4 - NOTES PAYABLE - RELA_2
NOTE 4 - NOTES PAYABLE - RELATED PARTIES: Schedule of Related Party Transactions (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Tables/Schedules | |
Schedule of Related Party Transactions | April 30, 2024 July 31, 2023 Note payable to Cell Science Holding Ltd. dated January 31, 2022, interest at 0.44%, due December 31, 2027 $ 3,330,000 $ 3,500,000 Convertible note payable to The OZ Corporation dated August 1, 2019, interest at 6%, due December 31, 2027 3,283,472 3,094,672 Note payable to The OZ Corporation dated June 23, 2022, interest at 7%, due December 15, 2024 150,000 150,000 Convertible Senior Secured Promissory Note payable to OZ Company, interest at 13%, due February 26, 2028 546,574 - Total notes payable – related parties 7,310,046 6,744,672 Current portion of notes payable – related parties (150,000) (6,744,672) Non-current portion of notes payable – related parties $ 7,160,046 $ - Notes payable – third parties consist of: April 30, 2024 July 31, 2023 Convertible Senior Secured Promissory Notes payable to third parties, interest at 13%, due February 26, 2028 $ 653,770 $ - Total notes payable – third parties $ 653,770 $ - |
NOTE 5 - PREFERRED AND COMMON_2
NOTE 5 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Stock Option Award | |
Share-based Payment Arrangement, Option, Activity | Number of options Outstanding at July 31, 2023 10,943,075 Granted 1,440,000 Exercised - Forfeited (2,340,000) Expired (360,000) Outstanding at April 30, 2024 9,683,075 |
Warrant | |
Share-based Payment Arrangement, Option, Activity | Number of Warrants Outstanding at July 31, 2023 750,000 Granted - Exercised - Expired - Outstanding at April 30, 2024 750,000 |
NOTE 5 - PREFERRED AND COMMON_3
NOTE 5 - PREFERRED AND COMMON STOCK: Schedule of Remaining Stock Options Outstanding (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Tables/Schedules | |
Schedule of Remaining Stock Options Outstanding | Date of Grant Number Outstanding Number Exercisable Exercise Price Expiration Date September 22, 2020 200,000 200,000 $5.10 September 22, 2027 July 27, 2021 200,000 200,000 $4.20 July 27, 2028 September 16, 2021 718,085 718,085 $4.50 September 16, 2031 December 3, 2021 140,000 140,000 $3.00 December 3, 2028 December 6, 2021 140,000 140,000 $3.40 December 6, 2028 December 7, 2021 400,000 400,000 $3.40 December 7, 2028 January 5, 2022 700,000 700,000 $2.60 January 5, 2029 February 11, 2022 624,990 624,990 $3.00 February 11, 2029 February 11, 2022 3,500,000 1,624,982 $3.00 February 11, 2029 April 18, 2022 1,300,000 1,300,000 $3.30 April 18, 2029 July 29, 2022 320,000 320,000 $1.50 July 29, 2029 February 27, 2024 1,440,000 240,000 $1.00 February 28, 2031 Totals 9,683,075 6,608,057 |
NOTE 9 - RESTATEMENT OF PREVI_2
NOTE 9 - RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS: Schedule of Error Corrections and Prior Period Adjustments (Tables) | 9 Months Ended |
Apr. 30, 2024 | |
Tables/Schedules | |
Schedule of Error Corrections and Prior Period Adjustments | As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 3,141,583 (1,361,913) 1,779,670 Professional fees 52,008 - 52,008 Depreciation of fixed assets 33,418 - 33,418 Other operating expenses 229,700 - 229,700 Total operating expenses 3,456,709 (1,361,913) 2,094,796 Loss from operations (3,456,709) 1,361,913 (2,094,796) Other expenses (48,037) - (48,037) Net Loss $ (3,504,746) $ 1,361,913 $ (2,142,833) Net loss per share – basic and diluted $ (0.01) $ 0.00 $ (0.01) The effect of the restatement adjustment on the Consolidated Statement of Operations for the nine months ended April 30, 2023 follows: As previously Reported Restatement Adjustment As Restated Revenues $ - $ - $ - Operating expenses: Consulting fees 11,676,308 (4,085,739) 7,590,569 Professional fees 400,726 - 400,726 Depreciation of fixed assets 100,254 - 100,254 Other operating expenses 753,622 - 753,622 Total operating expenses 12,930,910 (4,085,739) 8,845,171 Loss from operations (12,930,910) 4,085,739 (8,845,171) Other expenses (209,278) - (209,278) Net Loss $ (13,140,188) $ 4,085,739 $ (9,054,449) Net loss per share – basic and diluted $ (0.04) $ 0.01 $ (0.03) |
NOTE 1 - ORGANIZATION AND BUS_2
NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS; BASIS OF PRESENTATION (Details) - USD ($) | 9 Months Ended | |
Apr. 30, 2024 | Jul. 31, 2023 | |
Details | ||
Entity Incorporation, State or Country Code | NV | |
Entity Incorporation, Date of Incorporation | Apr. 24, 2008 | |
Accumulated deficit | $ 49,638,483 | $ 47,479,488 |
NOTE 2 - SUMMARY OF SIGNIFIC_14
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Going Concern (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Details | ||
Accumulated deficit | $ 49,638,483 | $ 47,479,488 |
NOTE 2 - SUMMARY OF SIGNIFIC_15
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Stock-based Compensation (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | |
Stock-based compensation | $ 458,983 | $ 170,993 | $ 626,975 | $ 1,713,675 | $ 2,569,241 | $ 3,070,970 | $ 1,256,951 | $ 7,353,885 |
Share-Based Payment Arrangement | ||||||||
Unrecognized stock-based compensation to be recognized over the 1-year vesting period | $ 3,092,886 | $ 3,092,886 |
NOTE 3 - FIXED ASSETS_ Schedu_2
NOTE 3 - FIXED ASSETS: Schedule of Fixed Assets (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Details | ||
Laboratory equipment and components - at cost | $ 668,358 | $ 668,357 |
Property, Plant, and Equipment, Owned, Accumulated Depreciation | (300,761) | (200,507) |
Fixed assets, net of accumulated depreciation of $300,761 and $200,507, respectively | $ 367,597 | $ 467,850 |
NOTE 4 - NOTES PAYABLE - RELA_3
NOTE 4 - NOTES PAYABLE - RELATED PARTIES: Schedule of Related Party Transactions (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Notes payable - related parties | $ 7,310,046 | $ 6,744,672 |
Notes payable - related parties current portion | 150,000 | 6,744,672 |
Notes payable - related parties | 7,160,046 | 0 |
Notes payable - third parties | 653,770 | 0 |
Convertible Senior Secured Promissory Note Payable | ||
Notes payable - third parties | 653,770 | 0 |
Cell Science | Note Payable | ||
Notes payable - related parties | 3,330,000 | 3,500,000 |
OZ Corporation | Note Payable | ||
Notes payable - related parties | 150,000 | 150,000 |
OZ Corporation | Convertible Note Payable | ||
Notes payable - related parties | 3,283,472 | 3,094,672 |
OZ Corporation | Convertible Senior Secured Promissory Note Payable | ||
Notes payable - related parties | $ 546,574 | $ 0 |
NOTE 5 - PREFERRED AND COMMON_4
NOTE 5 - PREFERRED AND COMMON STOCK (Details) - shares | Apr. 30, 2024 | Jul. 31, 2023 | Sep. 22, 2020 |
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 9,683,075 | 10,943,075 | |
Warrant | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 750,000 | 750,000 |
NOTE 5 - PREFERRED AND COMMON_5
NOTE 5 - PREFERRED AND COMMON STOCK: Share-based Payment Arrangement, Option, Activity (Details) - shares | 9 Months Ended | ||
Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 9,683,075 | 10,943,075 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures | 1,440,000 | ||
Share-based Compensation Arrangement By Share-based Payment Award Options, Exercised | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period | (2,340,000) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | (360,000) | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 360,000 | ||
Warrant | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 750,000 | 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, Exercised | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 0 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Expirations in Period | 0 |
NOTE 5 - PREFERRED AND COMMON_6
NOTE 5 - PREFERRED AND COMMON STOCK: Schedule of Remaining Stock Options Outstanding (Details) - shares | Apr. 30, 2024 | Jul. 31, 2023 |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 9,683,075 | 10,943,075 |
September 22, 2020 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 200,000 | |
July 27, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 200,000 | |
September 16, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 718,085 | |
December 3, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 140,000 | |
December 6, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 140,000 | |
December 7, 2021 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 400,000 | |
January 5, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 700,000 | |
February 11, 2022 - 1 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 624,990 | |
February 11, 2022 - 2 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 3,500,000 | |
April 18, 2022 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,300,000 | |
July 29, 2022 - 1 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 320,000 | |
July 29, 2022 - 2 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 1,440,000 |
NOTE 7 - COMMITMENTS AND CONT_2
NOTE 7 - COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Apr. 30, 2024 | Apr. 30, 2023 | Apr. 30, 2024 | Apr. 30, 2023 | Jul. 31, 2023 | |
Space sharing fees | $ 10,000 | $ 90,000 | |||
Accounts payable and accrued liabilities | 1,958,156 | $ 1,958,156 | $ 2,639,281 | ||
License Fee | 250,000 | ||||
Cannabis activities fees | 11,640 | $ 104,760 | |||
OZ Corporation | |||||
Space sharing fees | 306,000 | $ 306,000 | |||
Accounts payable and accrued liabilities | $ 1,307,000 | $ 1,307,000 |
NOTE 8 - GAIN ON SETTLEMENT O_2
NOTE 8 - GAIN ON SETTLEMENT OF DEBT (Details) - USD ($) | Apr. 30, 2024 | Jul. 31, 2023 |
Details | ||
Settlement liability due to leasing company | $ 260,000 | $ 0 |
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 | 9 Months Ended | ||||||
Apr. 30, 2024 | Jan. 31, 2024 | Oct. 31, 2023 | Apr. 30, 2023 | Jan. 31, 2023 | Oct. 31, 2022 | Apr. 30, 2024 | Apr. 30, 2023 | |
Previously Reported | ||||||||
NET REVENUES | $ 0 | $ 0 | ||||||
OPERATING EXPENSES | ||||||||
Other Expenses | 3,141,583 | 11,676,308 | ||||||
Professional fees | 52,008 | 400,726 | ||||||
Depreciation of fixed assets | 33,418 | 100,254 | ||||||
Other operating expenses | 229,700 | |||||||
Total Operating Expenses | 3,456,709 | 12,930,910 | ||||||
LOSS FROM OPERATIONS | (3,456,709) | (12,930,910) | ||||||
Total Other Income (Expenses) | (48,037) | (209,278) | ||||||
Net loss | $ (3,504,746) | $ (13,140,188) | ||||||
BASIC NET LOSS PER SHARE | $ (0.01) | $ (0.04) | ||||||
Other operating expenses | $ 753,622 | |||||||
Revision of Prior Period, Adjustment | ||||||||
NET REVENUES | $ 0 | 0 | ||||||
OPERATING EXPENSES | ||||||||
Other Expenses | (1,361,913) | (4,085,739) | ||||||
Professional fees | 0 | 0 | ||||||
Depreciation of fixed assets | 0 | 0 | ||||||
Other operating expenses | 0 | |||||||
Total Operating Expenses | (1,361,913) | (4,085,739) | ||||||
LOSS FROM OPERATIONS | 1,361,913 | 4,085,739 | ||||||
Total Other Income (Expenses) | 0 | 0 | ||||||
Net loss | $ 1,361,913 | $ 4,085,739 | ||||||
BASIC NET LOSS PER SHARE | $ 0 | $ 0.01 | ||||||
Other operating expenses | $ 0 | |||||||
NET REVENUES | $ 0 | $ 0 | $ 0 | 0 | ||||
Other Expenses | 468,484 | 1,779,670 | 1,332,344 | 7,590,569 | ||||
Professional fees | 87,675 | 52,008 | 282,473 | 400,726 | ||||
Depreciation of fixed assets | 33,418 | 33,418 | 100,254 | 100,254 | ||||
Other operating expenses | 228,344 | 229,700 | 537,447 | 753,622 | ||||
Total Operating Expenses | 817,921 | 2,094,796 | 2,252,518 | 8,845,171 | ||||
LOSS FROM OPERATIONS | (817,921) | (2,094,796) | (2,252,518) | (8,845,171) | ||||
Total Other Income (Expenses) | (88,916) | (48,037) | 93,523 | (209,278) | ||||
Net loss | $ (906,837) | $ (120,680) | $ (1,131,478) | $ (2,142,833) | $ (3,138,963) | $ (3,772,653) | $ (2,158,995) | $ (9,054,449) |
BASIC NET LOSS PER SHARE | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) | ||||
Other operating expenses | $ 753,622 |