Filed 2025-10-29 · Period ending 2025-07-31 · 39,712 words · SEC EDGAR
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# SafeSpace Global Corp (SSGC) — 10-K **Filed:** 2025-10-29 **Period ending:** 2025-07-31 **Accession:** 0001493152-25-020074 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1584693/000149315225020074/) **Origin leaf:** bd7794aaa8afedd419d530271598f019fab56128ac5455afd7998153bed188fc **Words:** 39,712 --- ** UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the fiscal year ended July 31, 2025** **OR** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** **For the transition period from ________ to ________** **Commission file number: 001-36564** **SafeSpace Global Corporation** (Exact Name of Registrant as Specified in its Charter) | Nevada | | 85-1173741 | | | (State or Other Jurisdiction of Incorporation or Organization) | | (I.R.S. Employer Identification No.) | | **311 S. Weisgarber Road** **Knoxville, TN 37919** (Address of Principal Executive Offices) Registrants telephone number, including area code: **(865) 237-4448** Securities registered pursuant to Section 12(b) of the Act: **None** Securities registered pursuant to section 12(g) of the Act: **Common Stock, $0.001 par value** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | | Non-accelerated filer | | Smaller reporting company | | | | Emerging growth company | | | | | If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on January 31, 2025 (the last business day of the registrants most recently completed second quarter) based upon the closing price of Common Stock on such date as reported on the OTC Pink market, was approximately $33 million. As of October 27, 2025, there were 187,511,196 shares of common stock of the registrant outstanding. Documents Incorporated by Reference: **None.** **** **** | | | **TABLE OF CONTENTS** | PART I | 4 | | | ITEM 1. BUSINESS. | 4 | | | ITEM 1A. RISK FACTORS. | 6 | | | ITEM 1B. UNRESOLVED STAFF COMMENTS. | 11 | | | ITEM 2. PROPERTIES. | 11 | | | ITEM 3. LEGAL PROCEEDINGS. | 12 | | | ITEM 4. MINE SAFETY DISCLOSURES. | 12 | | | PART II | 12 | | | ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. | 12 | | | ITEM 6. SELECTED FINANCIAL DATA. | 13 | | | ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. | 13 | | | ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 22 | | | ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. | 22 | | | ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. | 22 | | | ITEM 9A. CONTROLS AND PROCEDURES. | 22 | | | ITEM 9B. OTHER INFORMATION | 23 | | | PART III | 24 | | | ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. | 24 | | | ITEM 11. EXECUTIVE COMPENSATION. | 28 | | | ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. | 33 | | | ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. | 34 | | | ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. | 35 | | | PART IV | 36 | | | ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES | 36 | | | SIGNATURES | 37 | | | 2 | | **** **CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS** This Annual Report on Form 10-K (this Report) contains forward-looking statements within the meaning of the Section 27A of the Securities Act of 1933, as amended (the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (the Exchange Act). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as anticipate, believe, estimate, intend, could, should, would, may, seek, plan, might, will, expect, predict, project, forecast, potential, continue, negatives thereof or similar expressions. These forward-looking statements are found at various places throughout this Annual Report and include information concerning: possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results; and any other statements that are not historical facts. From time to time, forward-looking statements are also included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in our presentations, on our website and in other materials released to the public. Any or all the forward-looking statements included in this Annual Report and in any other reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. Considering these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see Item 1A - Risk Factors below. | 3 | | **** **PART I** **ITEM 1. BUSINESS.** SafeSpace Global Corporation (collectively the Company, we, our or us) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI tools to monitor and enhance resident safety, reduce the risk of injuries, and improve overall care efficiency. In April 2025, we completed a strategic rebranding initiative, adopted our current corporate name SafeSpace Global Corporation, and transitioned to the trading symbol SSGC for our common stock. These changes reflect our expanded mission to deliver life-saving multimodal AI technology solutions across a wide range of environments beyond healthcare, including schools, transit systems, correctional facilities, and commercial infrastructure. With operations spanning the United States, Europe, Singapore, and India, our branding supports SafeSpaces evolution into a technology-driven global enterprise dedicated to protecting lives wherever people live, learn, travel, or work. We believe that this transformation strengthens our market positioning and aligns our corporate identity with our broadened strategic vision. **Business Overview** We market the following products and solutions, including our initial product, SafeSpace Fall Monitoring, which utilizes advanced AI monitoring tools to enhance resident safety in senior living, reduce the risk of injuries, and improve overall care efficiency. Additionally, we have expanded our services and offerings beyond senior living facilities, into schools and transportation where weve recently launched these innovative solutions: | | SafeFace Access Control An advanced solution that leverages facial recognition to automatically and instantly unlock doors for registered staff and visitors, integrating seamlessly with your existing maglock system for a completely keyless and no badge entry. | | | | | | | | | SafeFace Time Compliance A platform that monitors staff movements, rounds, and care tasks in real time, delivering actionable insights to leadership. These insights enable more informed decision-making and help streamline daily operations. | | | | | | | | | SafeGuard Wander Protection Strategically-placed facial recognition cameras that trigger alerts when an at-risk resident is seen outside your secured unit, reducing immediate jeopardy situations and litigation. | | | | | | | | | SafeTrace Rapid Investigations An innovative investigation solutionsimply select a face to instantly retrieve video clips of that individual across your facilities, anytime. Local data storage ensures security and cost efficiency, saving countless hours in investigations. | | | | | | | | | SafeSchool Designed to address growing concerns around school safety by proactively detecting weapons and identifying persons of concern through real-time AI-based monitoring. The SafeSchool multimodal AI solution is designed to help protect students during school hours while offering peace of mind to guardians. The SafeSchool product offers proactive protection that cameras on their own cannot provide. Our software proactively alerts when weapons are detected or persons of concern (i.e. predators or non-custodial parents) are sighted, offering immediate situational awareness to deter a tragedy. We are actively working with external advisors, school administrators, and legal counsel to ensure that SafeSchool is deployed in a FERPA-compliant manner. We view FERPA compliance as a priority and are committed to aligning the SafeSchool offering with applicable privacy laws. | | | 4 | | **** **Research and Development** **** To support the delivery and commercialization of these solutions, management appointed a new Chief Technology Officer (CTO) in April and has engaged a specialized team of consultants. These strategic investments are intended to accelerate product development, improve time-to-market, and create long-term stockholder value by establishing sustainable revenue streams. SafeSpace Global Corporation is executing a focused growth strategy led by a world-class team of executives with deep experience in scaling innovative companies. Our leadership team combines proven operational expertise with a mission-driven commitment to safety and impact. Our primary objective is to expand the adoption of our life-saving multimodal AI technology across both existing and emerging verticals. These include senior living, education, transportation, and correctionswith future expansion planned into commercial infrastructure and high-risk institutional settings. To support this growth, we have strengthened our development team with additional senior IT architects, AI specialists, and systems engineers who are accelerating product innovation and market deployment on a global scale. A key pillar of this strategy is our dedicated sales force, which brings both deep domain knowledge and a shared commitment to leveraging AI to save lives. This integrated team is actively driving customer engagement, market penetration, and adoption of our multimodal safety solutions across diverse environments. **Intellectual Property** We have been granted two U.S. patents that further reinforce our proprietary technology portfolio: | | | US Patent No. 11,587,423, titled Fall Validation with Privacy-Aware Monitoring, is an advanced system for detecting, confirming, and mitigating falls while prioritizing user privacy. Leveraging AI, audio, and selective image capture, it delivers reliable fall detection without invasive surveillance. | | | | | US Patent No. 11,886,950, titled System and Method for Assessing and Verifying the Validity of a Transaction is a transaction validation system that uses AI and multi-sensor data to ensure compliance across healthcare, logistics, and industrial operations. It redefines accountability and safety by proactively identifying anomalies and verifying processes. | | We believe these patents enhance our competitive position in the AI-based monitoring sector and reflect our commitment to protecting both privacy and lives. **Our History** Our Company was first incorporated under the laws of the State of Nevada in 2013, with the name Tomichi Creek Outfitters, aiming to provide professionally-guided big game hunts in Sargents, Colorado, which is approximately four hours southwest from Denver and to offer guided scenic tours on the western slopes of the Rocky Mountains. The Companys common stock became eligible for quotation on the over-the-counter markets under the symbol TCKF in July 2014. In 2015, our Company acquired all of the outstanding capital stock of Grasshopper Staffing, Inc., a Colorado corporation, which had a primary focus on providing employee recruiting, training, and compliance in target industries. The hunting and tour businesses were discontinued in connection with the closing of this acquisition. Later in 2015, the Company adopted the name Grasshopper Staffing, Inc. In 2018, our Company acquired all of the outstanding capital stock of IndeLiving Holdings Inc., a Florida corporation. The acquired business consisted primarily of an early-stage business using proprietary technology to monitor seniors in real time. Concurrent with the closing of the acquisition, a change in control of the Company occurred wherein Scott M. Boruff was appointed CEO and sole director. The staffing business continued to operate under the oversight of its existing personnel. As a result of the acquisition and new business focus, the Company adopted the name Healthcare Integrated Technologies Inc. and commenced quotation on the over-the-counter market under a new symbol, HITC, in June 2018. The staffing business was discontinued in early 2019. In April 2025, we completed a strategic rebranding initiative, adopted our current corporate name, SafeSpace Global Corporation, and commenced quotation on the over-the-counter market under our current symbol, SSGC, effective April 24, 2025. | 5 | | **** **Employees and Human Capital** As of October 23, 2025, we had 32 employees, 17 of which were full-time employees. None of our employees are represented by a labor union or covered by a collective bargaining agreement. We have not experienced any work stoppages, and we consider our relationship with our employees to be good. Our objectives surrounding human resources include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purpose of our equity incentives are to attract, retain and reward personnel through the granting of stock-based compensation awards, in order to increase stockholder value and promote the success of the Company by motivating such individuals to perform to the best of their abilities. We have historically used the services of independent consultants and contractors to perform various professional services. We believe that this use of third-party service providers enhances our ability to minimize general and administrative expenses. We intend to periodically evaluate our staffing and talent requirements and expect to add employees if that becomes a more appropriate resource alternative. **Available Information** We electronically file certain documents with the Securities and Exchange Commission (the SEC). We file annual reports on Form 10-K; quarterly reports on Form 10-Q; and current reports on Form 8-K (as appropriate); along with any related amendments and supplements thereto. From time to time, we may also file registration statements and related documents in connection with equity or debt offerings. You may read and copy any materials we file with the SEC at the SECs Public Reference Room at 100 F Street, NE, Washington, DC 20549. You may obtain information regarding the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet website at www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC. **ITEM 1A. RISK FACTORS.** **** **Risks Related to Our Business** **The Companys industry is highly-competitive, and we have less capital and fewer resources than many of our competitors, which may give competitors an advantage in developing and marketing products similar to ours or make our products obsolete.** **** We participate in a highly competitive industry where we may compete with numerous other companies that offer alternative methods or approaches, and that may have far greater resources, more experience, and personnel more qualified than we do. Such resources may give our competitors an advantage in developing and marketing products similar to ours or products that make our products obsolete. There can be no assurance that we will be able to successfully compete against these other entities. **The Company may be unable to respond to the rapid technological change in the industry and such change may increase costs and competition that may adversely affect our business.** **** Rapidly changing technologies, frequent new product and service introductions and evolving industry standards characterize the Companys market. The continued growth of the internet and intense competition in the Companys industry exacerbate these market characteristics. The Companys future success will depend on its ability to adapt to rapidly changing technologies by continually improving the performance features and reliability of its products and services. The Company may experience difficulties that could delay or prevent the successful development, introduction or marketing of its products and services. In addition, any new enhancements must meet the requirements of its current and prospective users and must achieve significant market acceptance. The Company could also incur substantial costs if it needs to modify its products and services or infrastructures to adapt to these changes. | 6 | | The Company also expects that new competitors may introduce products, systems or services that are directly or indirectly competitive with the Company. These competitors may succeed in developing products, systems and services that have greater functionality or are less costly than the Companys products, systems and services, and may be more successful in marketing such products, systems and services. Technological changes have lowered the cost of operating communications and computer systems and purchasing software. These changes reduce the Companys cost of providing services but also facilitate increased competition by reducing competitors costs in providing similar services. This competition could increase price competition and reduce the Companys anticipated profit margins. **The Companys services are new, and its industry is evolving.** **** You should consider the Companys viability by considering the risks, uncertainties and difficulties frequently encountered by companies in their early stage of development. To be successful in this industry, the Company must, among other things: | | develop and introduce functional and attractive services; | | | | attract and maintain a large base of customers; | | | | increase awareness of the Company brand and develop consumer loyalty; | | | | respond to competitive and technological developments; | | | | build an operations structure to support the Company business; and | | | | attract, retain and motivate qualified personnel. | | The Company cannot guarantee that it will succeed in achieving these goals, and its failure to do so would have a material adverse effect on its business, prospects, financial condition and operating results. The Companys products and services are new and are in the initial, preliminary or pilot stages of development. The Company is not certain that these products and services will function as anticipated or be desirable to its intended market. Also, some of the Companys products and services may have limited functionalities, which may limit their appeal to consumers and put the Company at a competitive disadvantage. If the Companys current or future products and services fail to function properly or if the Company does not achieve or sustain market acceptance, it could lose customers or could be subject to claims which could have a material adverse effect on the Companys business, financial condition and operating results. **Risks Related to Our Company** **Our ability to achieve and maintain profitability is uncertain.** Our business strategy may result in increased volatility of future revenues and earnings. As we will only develop a limited number of products and services at a time, our overall success will depend on a limited number of products and services, which may cause variability and unsteady profits and losses depending on the products and services offered. Because of the anticipated nature of the products and services that we will attempt to develop, it is difficult to accurately forecast revenues and operating results, and these items could fluctuate in the future due to several factors. These factors may include, among other things, the following: | | Our ability to raise sufficient capital to take advantage of opportunities and generate sufficient revenues to cover expenses. | | | | Our ability to source strong opportunities with sufficient risk adjusted returns. | | | | Our ability to manage our capital and liquidity requirements based on changing market conditions. | | | | The acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees. | | | | The amount and timing of operating costs and other costs and expenses. | | | 7 | | | | The nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations. | | | | Adverse changes in the national and regional economies in which we will participate, including, but not limited to, changes in our performance, capital availability, and market demand. | | | | Adverse changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts. | | | | Changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. | | Our operating results may fluctuate from year to year due to the factors listed above and others not listed. At times, these fluctuations may be significant. **Management of growth will be necessary for us to be competitive.** **** Successful expansion of our business will depend on our ability to effectively attract and manage staff, strategic business relationships, and stockholders. Specifically, we will need to hire skilled management and technical personnel as well as manage partnerships to navigate shifts in the general economic environment. Expansion has the potential to place significant strains on financial, management, and operational resources, yet failure to expand will inhibit our profitability goals. **We are entering a highly competitive market.** **** The markets for the healthcare and senior monitoring industries are competitive and evolving. We face intense competition from larger companies that may be in the process of offering comparable products and services to ours. Many of our current and potential competitors have longer operating histories, significantly greater financial, marketing and other resources and larger client bases than we have or expect to have in the near future. Given the rapid changes affecting the global, national, and regional economies generally, and the healthcare industry specifically, we may not be able to create and maintain a competitive advantage in the marketplace. Our success will depend on our ability to keep pace with any market, legal and regulatory changes as well as competitive pressures. Any failure by us to anticipate or respond adequately to such changes could have a material adverse effect on our financial condition, operating results, liquidity and cash flow. **If we fail to establish and maintain an effective system of internal control, we may not be able to report our financial results accurately or prevent fraud, and any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the future trading price of our common stock.** **** Effective internal control is necessary for us to provide reliable financial reporting and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to capital. **The Companys failure to continue to attract, train, or retain highly qualified personnel could harm the Companys business.** **** The Companys success also depends on the Companys ability to attract, train, and retain qualified personnel, specifically those with management and product development skills. In particular, the Company must hire additional skilled personnel to further the Companys research and development efforts. Competition for such personnel is intense. If the Company fails in attracting new personnel, or retaining and motivating the Companys current personnel, the Companys business could be harmed. | 8 | | **** **Risks Related to Our Common Stock** **Our common stock is eligible for quotation on the over-the-counter-market but not listed on any national securities exchange.** **** Our shares of common stock are eligible for quotation on the OTCID Basic market under the symbol SSGC. Despite eligibility for quotation on the over-the-counter markets, no assurance can be given that any market for our common stock will develop or, if one develops, that it will be maintained for any period of time. Quotation on the over-the-counter markets is generally understood to be a less active, and therefore less liquid, trading market than other types of markets such as a national securities exchange. In comparison to a listing on a national securities exchange, quotation on the over-the-counter markets is expected to have an adverse effect on the liquidity of shares of our common stock, both in terms of the number of shares that can be bought and sold at a given price, but also through delays in the timing of transactions and reduction in analyst and media coverage. This may result in lower prices for our common stock than might otherwise be obtained and could also result in a larger spread between the bid and ask prices for our common stock. **We will likely issue additional shares of our common stock and investment in our Company could be subject to substantial dilution** **** Investors interests in our company will be diluted and investors may suffer dilution in their net book value per share when we issue additional shares. We are authorized to issue up to 200,000,000 shares of common stock, $0.001 par value per share. As of October 27, 2025, there were 187,511,196 shares of our common stock issued and outstanding. We anticipate that all or at least some of our future funding, if any, will be in the form of equity financing from the sale of our common stock. If we do sell more common stock, investors investment in our company will likely be diluted. Dilution is the difference between what you pay for your stock and the net tangible book value per share immediately after the additional shares are sold by us. If dilution occurs, any investment in the Companys common stock could seriously decline in value. **Trading in our common stock on the OTCID Basic market has been subject to wide fluctuations.** **** Our common stock is currently eligible for quotation on the OTCID Basic market administered by OTC Markets Group Inc. The trading price of our common stock has been subject to wide fluctuations. Trading prices of our common stock may fluctuate in response to several factors, many of which will be beyond our control. The stock market has generally experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of companies with no current business operation. There can be no assurance that trading prices and price earnings ratios previously experienced by our common stock will be matched or maintained. These broad market and industry factors may adversely affect the market price of our common stock, regardless of our operating performance. In the past, following periods of volatility in the market price of a companys securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs for us and a diversion of managements attention and resources. **Our Articles of Incorporation and By-Laws provide for indemnification of officers and directors at our expense and limit their liability, which may result in a major cost to us and hurt the interests of our stockholders due to corporate resources being expended for the benefit of officers and/or directors.** **** Our Articles of Incorporation and By-Laws include provisions that are designed to fully eliminate the personal liability of our directors for monetary damages to the fullest extent possible under the laws of the State of Nevada or other applicable law. These provisions eliminate the liability of our directors and our stockholders for monetary damages arising out of any violation of a director of his fiduciary duty of due care. Under Nevada law, however, such provisions do not eliminate the personal liability of a director for (i) breach of the directors duty of loyalty, (ii) acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (iii) payment of dividends or repurchases of stock other than from lawfully available funds, or (iv) any transaction from which the director derived an improper benefit. These provisions do not affect a directors liabilities under the federal securities laws or the recovery of damages by third parties. Providing indemnification for officers and directors may divert the Companys time and resources away from development of its primary products and services, which could harm the interests of stockholders. | 9 | | **** **We do not intend to pay dividends on any investment in the shares of common stock of our Company and any gain on an investment in our Company will need to come through an increase in our stocks price, which may never happen** **** We have never paid any cash dividends on our common stock, and currently do not intend to pay any dividends for the near future. To the extent that we require additional funding currently not provided for in our financing plan, our funding sources may prohibit the payment of a dividend. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the price of our common shares. This may never occur, and investors may lose all their investment in our company. **Our common stock is a penny stock, which may make it difficult to sell shares of our common stock.** **** Our common stock is currently categorized as a penny stock as defined in Rule 3a51-1 of the Exchange Act and is subject to the requirements of Rule 15g-9 of the Exchange Act. Under this rule, broker-dealers who sell penny stocks must, among other things, provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. Under applicable regulations, unless it becomes listed on a national securities exchange, our common stock will generally remain a penny stock until such time as its per-share price is $5.00 or more (as determined in accordance with SEC regulations), or until we meet certain net asset or revenue thresholds. These thresholds include the possession of net tangible assets (i.e., total assets less intangible assets and liabilities) in excess of $2 million or average revenues equal to at least $6 million for each of the last three years. The penny-stock rules significantly limit the liquidity of securities in the secondary market, and many brokers choose not to participate in penny-stock transactions. As a result, there is generally less trading in penny stocks. If you become a holder of our common stock, you may not always be able to resell shares of our common stock in a public brokers transaction, if at all, at the times and prices that you feel are fair or appropriate. **The protection provided by the federal securities laws relating to forward-looking statements may not apply to us. The lack of this protection could harm us in the event of an adverse outcome in a legal proceeding relating to forward-looking statements made by us.** **** Although federal securities laws provide a safe harbor for forward-looking statements made by a public company that files reports under the federal securities laws, this safe harbor is not available to certain issuers, including penny stock issuers. If we are determined to have issued a penny stock, we will not have the benefit of this statutory safe harbor protection in the event of certain legal actions based upon forward-looking statements. The lack of this protection in a contested proceeding could harm our financial condition and, ultimately, the value of our common stock. **FINRA sales practice requirements may also limit a stockholders ability to buy and sell our stock.** **** In addition to the penny stock rules described above, the Financial Industry Regulatory Authority (FINRA) has adopted rules requiring that when recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customers financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker dealers to recommend that their customers buy our common shares, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares. **General Risk Factors** The success of any investment activity is influenced by general economic and financial conditions, all of which are beyond the control of the Company. These conditions, such as the recent global economic concerns and volatility in the financial markets, may materially adversely affect our operating results, financial condition and ability to implement our business strategy and/or meet our return objectives. The foregoing risk factors are not a complete list or explanation of the risks involved with an investment in our securities. Additional risks will likely be experienced that are not presently foreseen by the Company. Prospective investors must not construe this information provided herein as constituting investment, legal, tax or other professional advice. Before making any decision to invest in our securities, you should read this entire Annual Report and consult with your own investment, legal, tax and other professional advisors. An investment in our securities is suitable only for investors who can assume the financial risks of an investment in the Company for an indefinite period and who can afford to lose their entire investment. The Company makes no representations or warranties of any kind with respect to the likelihood of the success or the business of the Company, the value of our securities, any financial returns that may be generated or any tax benefits or consequences that may result from an investment in the Company. | 10 | | **** **ITEM 1B. UNRESOLVED STAFF COMMENTS.** Not applicable. **ITEM 1C. CYBERSECURITY.** Cybersecurity is an integral component of our business operations and software development practices. We are focused on developing secure cloud-based software solutions, and we recognize the importance of maintaining the confidentiality, integrity, and availability of our information systems and data. **** **Risk Management and Strategy** **** Our cybersecurity risk exposure primarily involves the protection of source code, confidential development data, and corporate information stored in cloud-based collaboration and hosting environments. We have implemented cybersecurity risk management practices that are appropriate for our current size, resources, and operational complexity. These practices include, among others: | | Utilizing reputable third-party hosting and version control providers that maintain recognized security certifications (e.g., ISO 27001, SOC 2); | | | | Implementing multi-factor authentication for company accounts and administrative access; | | | | Conducting periodic reviews of user credentials and access privileges; and | | | | Maintaining regular, secure backups of source code repositories. | | To date, we have not identified any cybersecurity incidents that have materially affected, or are reasonably likely to materially affect, our business strategy, financial condition, or results of operations. As our business grows, we intend to expand our cybersecurity risk management protocols through the adoption of formal written policies, periodic third-party assessments, and a documented incident response plan. **** **Governance** **** The Board of Directors has ultimate oversight responsibility for cybersecurity risk as part of its overall risk management and corporate governance framework. Management is responsible for the implementation and monitoring of cybersecurity controls and for reporting material developments to the Board. At present, we do not employ dedicated cybersecurity personnel due to our limited operational scale and financial resources. We currently conduct due diligence or ongoing reviews of qualified third-party service providers and advisors to support information security and assist management in identifying and addressing potential risks. The Board, at least annually, receives periodic updates from management regarding the effectiveness of these measures and any material developments in our cybersecurity posture. **ITEM 2. PROPERTIES.** None. | 11 | | **ITEM 3. LEGAL PROCEEDINGS.** As previously reported, on September 18, 2023, Apex Funding Source, LLC (Apex) filed a lawsuit in the Supreme Court of the State of New York, County of New York, alleging breach by Blue Earth Resources, Inc. (BERI) of a loan agreement and alleged failure to pay $4,705,900 in principal and interest to Apex when due. The suit names Scott M. Boruff, our CEO and Chairman of the Companys Board of Directors, Grasshopper Staffing, Inc., and Indeliving Holdings, Inc., as defendants in the suit. Apex alleges that Grasshopper Staffing, Inc. and IndeLiving Holdings, Inc. are each guarantors of the loan to BERI, which is an entity that has common management personnel with our Company. Our Company ceased using the Grasshopper Staffing, Inc. name years before the facts underlying the dispute arose, and IndeLiving Holdings, Inc. was a wholly-owned subsidiary of our Company that has been administratively dissolved. On April 18, 2024, Apex filed a motion seeking partial summary judgment against BERI and Mr. Boruff in the amount of $4,705,900, plus their actual and reasonable attorneys fees. Neither Grasshopper Staffing, Inc. nor IndeLiving Holdings, Inc. was included in the order granting partial summary judgment. In the event Apex attempts to enforce the alleged guarantees against our Company, which is not itself a named party to the proceedings , we believe we have valid defenses. In the judgment of the Companys management, even if the remaining actions were adversely determined, they would not be reasonably likely to have a direct or indirect material adverse effect on the Company because no remaining subsidiaries exist. Based on the disposition of the claims against BERI and Mr. Boruff summarized above, we do not expect to provide any further updates on this matter. Other than the foregoing, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a part or of which any of our property is the subject. **ITEM 4. MINE SAFETY DISCLOSURES.** Not applicable. **PART II** **ITEM 5. MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.** **(a) Market Information** Our common stock is eligible for quotation on the OTCID Basic market administered by OTC Markets Group Inc. under the symbol SSGC. The OTCID Basic market is the successor the OTCPink Current Information market and a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter equity securities. The following table shows, for the periods indicated, the high and low bid prices per share of the Companys common Stock as reported by OTC Markets Group Inc. The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions. | | | High | | | Low | | | | Fiscal Year 2024 | | | | | | | | | | | First quarter ended October 31, 2023 | | $ | 0.14 | | | $ | 0.05 | | | | Second quarter ended January 31, 2024 | | $ | 0.11 | | | $ | 0.05 | | | | Third quarter ended April 30, 2024 | | $ | 0.11 | | | $ | 0.04 | | | | Fourth quarter ended July 31, 2024 | | $ | 0.13 | | | $ | 0.07 | | | | | | | | | | | | | | | Fiscal Year 2025 | | | | | | | | | | | First quarter ended October 31, 2024 | | $ | 0.16 | | | $ | 0.06 | | | | Second quarter ended January 31, 2025 | | $ | 0.42 | | | $ | 0.10 | | | | Third quarter ended April 30, 2025 | | $ | 0.40 | | | $ | 0.23 | | | | Fourth quarter ended July 31, 2025 | | $ | 1.43 | | | $ | 0.27 | | | | 12 | | **** **(b) Holders** As of October 27, 2025, there were 127 stockholders of record. Because shares of the Companys common stock are held by depositaries, brokers and other nominees, the number of beneficial holders of the Companys shares is larger than the number of stockholders of record. **(c) Dividends** We have never declared or paid dividends on our common stock. We do not intend to declare dividends in the near future because we anticipate that we will reinvest any future earnings into the development and growth of our business. Any decision as to the future payment of dividends will depend on our results of operations and financial position and such other factors as our Board of Directors in its discretion deems relevant. **(d) Securities Authorized for Issuance under Equity Compensation Plan** As of July 31, 2025, the Company did not have in effect any compensation plans under which the Companys equity securities are authorized for issuance. **Transfer Agent** Our transfer agent is VStock Transfer, LLC located at 18 Lafayette Place, Woodmere, NY 11598. **Recent Sales of Unregistered Securities** On June 25, 2025, we issued 462,121 shares of common stock to a previous lender pursuant to a make-whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on an exemption provided by Section 4(a)2 of that act. **Rule 10B-18 Transactions** None. **ITEM 6. SELECTED FINANCIAL DATA.** Not applicable **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.** THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FORWARD-LOOKING STATEMENTS ARE SUBJECT TO NUMEROUS RISKS AND UNCERTAINTIES, INCLUDING OUR ABILITY TO COMMERCIALIZE NEW PRODUCTS, HIRE AND RETAIN KEY PERSONNEL, AND SECURE SUFFICIENT FUNDING TO EXECUTE OUR GROWTH PLAN. IF OUR ASSUMPTIONS REGARDING PLANNED EXPENDITURES OR REVENUE GENERATION PROVE INACCURATE, WE MAY NEED TO ADJUST OUR STRATEGIC TIMELINE OR RESOURCE ALLOCATION,WHILE WE BELIEVE THESE PATENTS PROVIDE MEANINGFUL PROTECTION FOR CERTAIN ASPECTS OF OUR TECHNOLOGY, THERE IS NO GUARANTEE THAT THEY WILL PREVENT ALL COMPETITORS FROM DEVELOPING SIMILAR PRODUCTS, FAILURE TO COMPLY WITH THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (FERPA) COULD LIMIT OR DELAY OUR ABILITY TO DEPLOY SAFESCHOOL IN CERTAIN JURISDICTIONS, IMPACT CUSTOMER ADOPTION, OR EXPOSE THE COMPANY TO REGULATORY RISK AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER FORWARD-LOOKING STATEMENTS AND RISK FACTORS AND THOSE INCLUDED ELSEWHERE IN THIS REPORT. | 13 | | **** **Overview** SafeSpace Global Corporation (collectively the Company, we, our or us) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI tools to monitor and enhance resident safety, reduce the risk of injuries, and improve overall care efficiency. In April 2025, we completed a strategic rebranding initiative, adopted our current corporate name SafeSpace Global Corporation, and transitioned to the trading symbol SSGC for our common stock. These changes reflect our expanded mission to deliver life-saving multimodal AI technology solutions across a wide range of environments beyond healthcare, including schools, transit systems, correctional facilities, and commercial infrastructure. With operations spanning the United States, Europe, Singapore, and India, our branding supports SafeSpaces evolution into a technology-driven global enterprise dedicated to protecting lives wherever people live, learn, travel, or work. We believe that this transformation strengthens our market positioning and aligns our corporate identity with our broadened strategic vision. We market the following products and solutions, including our initial product, SafeSpace Fall Monitoring, which utilizes advanced AI monitoring tools to enhance resident safety in senior living, reduce the risk of injuries, and improve overall care efficiency. Additionally, we have expanded our services and offerings beyond senior living facilities, into schools and transportation where weve recently launched these innovative solutions: | | SafeFace Access Control An advanced solution that leverages facial recognition to automatically and instantly unlock doors for registered staff and visitors, integrating seamlessly with an existing maglock system for a completely keyless and no badge entry. | | | | | | | | | SafeFace Time Compliance A platform that monitors staff movements, rounds, and care tasks in real time, delivering actionable insights to leadership. These insights enable more informed decision-making and help streamline daily operations. | | | | | | | | | SafeGuard Wander Protection Strategically-placed facial recognition cameras that trigger alerts when an at-risk resident is seen outside a secured unit, reducing immediate jeopardy situations and litigation. | | | | | | | | | SafeTrace Rapid Investigations An innovative investigation solutionsimply select a face to instantly retrieve video clips of that individual across facilities, anytime. Local data storage ensures security and cost efficiency, saving countless hours in investigations. | | | | | | | | | SafeSchool Designed to address growing concerns around school safety by proactively detecting weapons and identifying persons of concern through real-time AI-based monitoring. The SafeSchool multimodal AI solution is designed to help protect students during school hours while offering peace of mind to guardians. The SafeSchool product offers proactive protection that cameras on their own cannot provide. Our software proactively alerts when weapons are detected or persons of concern (i.e. predators or non-custodial parents) are sighted, offering immediate situational awareness to deter a tragedy. We are actively working with external advisors, school administrators, and legal counsel to ensure that SafeSchool is deployed in a FERPA-compliant manner. We view FERPA compliance as a priority and are committed to aligning the SafeSchool offering with applicable privacy laws. | | | 14 | | **** **Strategy** SafeSpace Global Corporation is executing a focused growth strategy led by a world-class team of executives with deep experience in scaling innovative companies. Our leadership team combines proven operational expertise with a mission-driven commitment to safety and impact. Our primary objective is to expand the adoption of our life-saving multimodal AI technology across both existing and emerging verticals. These include senior living, education, transportation, and correctionswith future expansion planned into commercial infrastructure and high-risk institutional settings. To support this growth, we have strengthened our development team with senior IT architects, AI specialists, and systems engineers who are accelerating product innovation and market deployment on a global scale. A key pillar of this strategy is our dedicated sales force, which brings both deep domain knowledge and a shared commitment to leveraging AI to save lives. This integrated team is actively driving customer engagement, market penetration, and adoption of our multimodal safety solutions across diverse environments. **Financial and Operating Results** As of the date of this filing, the Company has approximately $6,500,000 in cash and cash equivalents from recent private placements. Management believes this adequately supports the Companys five-year strategic plan enabling strategic initiatives, such as acquisitions, investments in advanced AI technology, and the expansion of its technology development team. SafeSpace Global Corporation remains committed to driving innovation in healthcare technology, with a focus on solutions that enhance safety, efficiency, and patient outcomes across various care settings. Highlighted achievements for the twelve months ending July 31, 2025 include: | | | On August 23, 2024, we appointed Micheal Coach Burt to our Board of Directors. | | | | | | | | | | On October 1, 2024, we appointed Timothy R. Brady as Fractional Chief Financial Officer and on December 1, 2024, appointed him to full-time Chief Financial Officer. | | | | | | | | | | On November 5, 2024, we announced the appointment of Caleb Dixon as Chief Customer Officer to focus on enhancing customer engagement and satisfaction. Mr. Dixons title was recently changed to Director of Customer Success. | | | | | | | | | | On December 9, 2024, we announced the appointment of Theo Davies as Vice President of Sales Enablement & International Expansion and on April 17, 2025, we announced that Theo Davies was appointed as our new Chief Revenue Officer (CRO). | | | | | | | | | | On December 18, 2024, we announced the engagement of Katie Piperata as a Senior Living Consultant for the Companys Healthcare division. | | | | | | | | | | On December 30, 2024, we announced the promotion of Dustin Hillis to President and Chief Strategy Officer. | | | | | On January 7, 2025, we announced that Justin Freishtat joined in a capital advisory role with Investor Relations. | | | | | | | | | | On March 14, 2025, we appointed Anthony Chapman to our Board of Directors. | | | | | | | | | | On April 10, 2025, we announced that Anand Ijju joined as our Chief Technology Officer (CTO). | | | | | | | | | | On April 15, 2025, we announced that Sasidhar Valluru was appointed as our Director of Global Product Delivery. | | | | | | | | | | On April 15, 2025, we appointed FKP Advisors LLC, as a non-independent member, to the Board of Directors. FKP Advisors LLC board seat will be on a rotational basis with Larry Kloess III serving in the first year, followed by Jim Fitzgerald in the second year, and Ben Pope in the third year. | | | | | | | | | | On June 26, 2025, we announced a strategic test pilot program with the Kansas City Area Transportation Authority in preparation for the FIFA World Cup 2026. | | | | | | | | | | On July 7, 2025, we announced the appointment of Katie Piperata as our new Vice President of Senior Living. | | | | | | | | | | We received $10,764,700 in net proceeds from the sale of our common stock at an average price of $0.116 per share during the twleve months ending July 31, 2025. | | | 15 | | **** **Results of Operations** **Revenues** We had no Contract revenue or Cost of contracts during the year ended July 31, 2025. During the year ended July 31, 2024, we recognized $322,000 in Contract revenue and $239,948 in Cost of contracts. **Operating Expenses** The table below presents a comparison of our operating expenses for the years ended July 31, 2025 and 2024: | | | For the Years Ended July 31, | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | %Change | | | | | | | | | | | | | | | | | | | Executive compensation | | $ | 679,061 | | | $ | 359,942 | | | $ | 319,119 | | | | 89 | % | | | Salaries and wages | | | 166,882 | | | | - | | | | 166,882 | | | | - | | | | Bonuses and incentives | | | 145,395 | | | | - | | | | 145,395 | | | | - | | | | Contract labor | | | 216,596 | | | | - | | | | 216,596 | | | | - | | | | Professional fees | | | 544,516 | | | | 64,556 | | | | 479,960 | | | | 743 | % | | | Insurance | | | 75,332 | | | | - | | | | 75,332 | | | | - | | | | Software development | | | 157,327 | | | | 40,805 | | | | 116,522 | | | | 286 | % | | | Sales support | | | 64,006 | | | | - | | | | 64,006 | | | | - | | | | Travel and entertainment | | | 270,940 | | | | 25,709 | | | | 245,231 | | | | 954 | % | | | Advertising and marketing | | | 244,313 | | | | 9,919 | | | | 234,394 | | | | 2363 | % | | | Rent expense | | | 77,006 | | | | - | | | | 77,006 | | | | - | | | | Office expense | | | 87,308 | | | | 7,051 | | | | 80,257 | | | | 1138 | % | | | Other | | | 27,544 | | | | 8,298 | | | | 19,246 | | | | 232 | % | | | Total Selling, general & administrative | | | 2,756,226 | | | | 516,280 | | | | 2,239,946 | | | | 434 | % | | | Stock-based compensation | | | 1,575,211 | | | | 186,643 | | | | 1,388,568 | | | | 744 | % | | | Amortization | | | 421,955 | | | | 221,919 | | | | 200,036 | | | | 90 | % | | | Impairment of intangibles | | | 46,225 | | | | 140,770 | | | | (94,545 | ) | | | (67 | ) | | | Total Operating Expenses | | $ | 4,799,617 | | | $ | 1,065,612 | | | $ | 3,734,005 | | | | 350 | % | | *Officers Compensation* - Officers compensation increased $319,119, or 89%, over the prior period primarily due to the addition of the President & Chief Strategy Officer, increased pay for the Chief Financial Officer and Chief Executive Officer compared to the previous period and the addition of our Chief Revenue Officer. Additionally, the Companys officers accepted voluntary pay reductions in the prior comparable period. *Salaries and wages* Salaries and wages increased $166,882 over the prior period and is attributable to the addition of new finance, accounting and administrative personnel. *Bonuses and incentives* Bonuses and incentives increased $145,395 over the prior period and is attributable to bonuses and incentive payments for the addition of new officers and personal. *Contract labor* Contract labor increased $216,596 over the prior period and is attributable to the addition of new finance, accounting and administrative personnel. *Professional Fees -*Professional fees increased $479,960, or 743% over the same period in the prior year primarily due to increased legal, accounting, and IT support fees and the addition of a grant writing consultant. | 16 | | ** *Insurance* Insurance expense increased $75,332 over the prior period and is attributable to no insurance expenses in the prior comparable period, due to the addition of health, dental and business insurance. *Software Development* Software development expenses increased $116,522, or 286% over the same period in the prior year due to an increase in the use of independent contractors and consultants for specific development projects. *Sales support* Sales support expense increased $64,006 over the prior period and is attributable to no sales support expenses during the prior comparable period. *Travel and entertainment *Travel and entertainment expense increased $245,231, or 954% over the same period in the prior year. The increase is primarily due to increased business travel. *Advertising and Marketing -*Advertising and marketing costs increased $234,394, or 2,363% over the same period in the prior year due to increased promotional activities. *Rent expense* Rent expense increased $77,006 over the same period in the prior year due to no rent expense in the prior year. *Office expense*- Office expense increased $80,257, or 1,138% primarily due to increases in office expense activity over the same period in the prior year. *Other*- Other expenses increased $19,246, or 232% over the same period in the prior year primarily due to limited activity over the same period in the prior year. *Stock-based Compensation -*Stock-based compensation expense increased $1,388,568, or 744% from the same period in the prior year. The increase results from the amortization of the grant date fair value of new restricted stock awards. *Amortization*- Amortization expenses increased $200,036, or 90% over the same period in the prior year, primarily due to a reduction in the estimated useful life from three years to two years of software development costs. *Impairment of Intangibles -*Impairment of intangibles decreased $94,545, or 67% over the same period in the prior year. The impairment expense relates to the abandonment of certain patent applications and the establishment of an impairment reserve on active patent applications. **Other Income (Expense)** The table below presents a comparison of our other income (expense) for the years ended July 31, 2025 and 2024: | | | For the Years Ended July 31, | | | | | | | | | 2025 | | | 2024 | | | $ Change | | | %Change | | | | | | | | | | | | | | | | | | | Interest income | | $ | 85,909 | | | $ | - | | | $ | 85,909 | | | | - | | | | Interest expense | | | (38,509 | ) | | | (55,079 | ) | | | 16,570 | | | | 30 | % | | | Extinguishment of liabilities | | | 113,645 | | | | 279,903 | | | | (166,258 | ) | | | (59 | )% | | | Gain on settlements | | | - | | | | 56,250 | | | | (56,250 | ) | | | - | | | | Total Other Income (Expense) | | $ | 161,045 | | | $ | 281,074 | | | $ | (120,029 | ) | | | (43 | )% | | *Interest income* - Interest income increased $85,909 for fiscal 2025, resulting from interest earned from our outstanding cash balances. We had no interest income in fiscal 2024. *Interest Expense* - Interest expense decreased $16,570, or 30%, over the prior year. Interest expense decreased due to the payoff of all outstanding debt. | 17 | | ** *Extinguishment of Liabilities* Extinguishment of liabilities decreased $166,258, or 59% compared to the prior year. In 2024 the company recorded an extinguishment of liabilities of $279,903 as management determined it was more likely than not that the Company would not be required to settle the obligations, which were recorded on the books of a non-operating subsidiary offset. In 2025, the company recorded income of $113,645 as holders exchanged 5% Convertible Promissory Notes plus accrued interest through the conversion date at a conversion price of $0.50 per share, the settlement of the Note Payable to Acorn Management Partners offset by a loss for the unamortized issuance costs from the extinguishment of the Platinum Note. *Gain on Settlements* In the prior year we recorded a gain on settlements of $56,250 upon the settlement amounts owed to a consultant that were expensed in a prior year. We had no gain on settlements in 2025. **Liquidity and Capital Resources** **Working Capital** The following table summarizes our working capital for the fiscal year ended July 31, 2025 and fiscal year ended July 31, 2024: | | | July 31, 2025 | | | July 31, 2024 | | | | Current assets | | $ | 7,640,434 | | | $ | 222,584 | | | | Current liabilities | | | (366,011 | ) | | | (1,022,522 | ) | | | Working capital surplus (deficiency) | | $ | 7,274,432 | | | $ | (799,938 | ) | | Current assets for the period ending July 31, 2025 changed $7,417,850 as compared to the fiscal year ended July 31, 2024. The increase is primarily due to the receipt of $10,764,700 in net proceeds from the sale of our common stock at an average price of $0.116 per share for the period ending July 31, 2025. Current liabilities for the period ending July 31, 2025 decreased $656,511 as compared to the fiscal year ended July 31, 2024. The decrease is primarily due to decreases in accounts payable and accrued expenses and a reduction in the Notes payable and Notes payable, related party. **Net Cash Used by Operating Activities** We currently do not have a revenue source and will continue to have negative cash flow from operations for the near future. The factors in determining operating cash flows are largely the same as those that affect net earnings, except for non-cash expenses such as depreciation and amortization, stock-based compensation, and impairment of intangibles, which affect earnings but do not affect operating cash flow. Net cash used by operating activities was $2,676,309 for the period ending July 31, 2025, as compared to net cash used by operating activities of $267,729 for the comparable prior period. The increase in cash used by operating activities is primarily attributable to an increase in operating costs and the payment of accounts payable and accrued expenses, related party items. **Net Cash Used by Investing Activities** Net cash used by investing activities for the development of software for our internal use was $175,747 for the period ending July 31, 2025. We did not incur net cash used in investing activities during the comparable prior period. management anticipates approximately $500,000 in capitalized software development costs during next fiscal year to support ongoing product innovation. **Net Cash Provided by Financing Activities** Net cash provided by financing activities was $10,222,884 for the period ending July 31, 2025, which represents a $9,780,004 increase over the same period in the prior year. The increase is primarily due to the receipt of $10,764,700 in net proceeds from the sale of our common stock at an average price of $0.116 per share offset by payments of amounts owed to related parties. | 18 | | **** **Critical Accounting Policies and Estimates** Our consolidated financial statements and related public financial information are based on the application of U.S. GAAP. U.S. GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to U.S. GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note 1 of our consolidated financial statements. We believe the following critical policies impact our more significant judgments and estimates used in preparation of our consolidated financial statements. **Business Combinations** We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition. **Risk and Uncertainties** Factors that could affect our future operating results and cause actual results to vary materially from managements expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows. **Use of Estimates** The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates. **Fair Value of Financial Instruments** Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. | 19 | | Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs - Unobservable inputs for determining the fair values of assets or liabilities that reflect an entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. **Intangible Assets** Intangible assets consist of patents, our website, and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized over their expected useful life on a straight-line basis. We evaluate the useful lives of these assets on an annual basis and test for impairment whenever events or changes in circumstances occur that could impact the recoverability of these assets. If the estimate of an intangible assets remaining life is changed, the remaining carrying value of the intangible asset is amortized prospectively over the revised remaining useful life. **Impairment of Long-Lived Assets** Long-lived assets such as property, equipment, and identifiable intangibles are reviewed for impairment at least annually or whenever facts and circumstances indicate that the carrying value may not be recoverable. When required, impairment losses on assets to be held and used are recognized based on the fair value of the asset. The fair value is determined based on estimates of future cash flows, market value of similar assets, if available, or independent appraisals, if required. If the carrying amount of the long-lived asset is not recoverable, an impairment loss is recognized for the difference between the carrying amount and fair value of the asset. **Derivative Liability** Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, *Derivatives and Hedging,* (paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB ASC *(Section 815-40-15)*to determine whether an instrument (or an embedded feature) is indexed to the Companys own stock. Section 815-40-15 provides that an entity should use a two- step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instruments contingent exercise and settlement provisions. | 20 | | We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative at each balance sheet date. We record the change in the fair value of the derivative as other income or expense in the consolidated statements of operations. **Related Parties** The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (Affiliate means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. **Contract Liabilities** The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Companys contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months. **Contract Combination** The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company applied the revenue model to a portfolio of contracts with similar characteristics where we expected that the financial statements would not differ materially from applying it to the individual contracts within that portfolio. **Revenue Recognition** Revenue is recognized under ASC 606, *Revenue from Contracts with Customers* using the modified retrospective method. Under this method, the Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. The Companys revenue recognition policies remained unchanged as a result of the adoption of ASC 606, and there were no significant changes in business processes or systems. | 21 | | **** **Stock-Based Compensation** The Company accounts for stock-based compensation in accordance with ASC Topic 718, *Compensation Stock Compensation*(ASC 718) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718. Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. **Capital Resources** We had no material commitments for capital expenditures as of July 31, 2025. **Off-Balance Sheet Arrangements** The Company has no off-balance sheet arrangements as of July 31, 2025. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.** We do not hold any market risk sensitive instruments. At July 31, 2025, there was no floating rate debt that would expose us to market fluctuations in interest rates. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.** The financial statements and supplementary financial information required to be filed under this Item 8 are presented in Part IV, Item 15 of this Form 10-K and are incorporated herein by reference. **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.** None. **ITEM 9A. CONTROLS AND PROCEDURES.** **Disclosure Controls and Procedures** Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934, as amended, at the end of the period covered by this report (the Evaluation Date). | 22 | | Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of the Evaluation Date we did maintain disclosure controls and procedures that were effective in providing reasonable assurances that information required to be disclosed in our reports filed under the Securities Exchange act of 1934 was recorded, processed, summarized, and reported within the time periods prescribed by SEC rules and regulations, and that such information was accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our management, including the Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control systems objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. **Managements Report on Internal Control over Financial Reporting** Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our management assessed the effectiveness of our internal control over financial reporting as of July 31, 2025. Based on the evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of July 31, 2025, our internal controls over financial reporting were not effective. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. Our management has concluded that, as of July 31, 2025, our internal control over financial reporting is not effective based on these criteria. Management identified a material weakness related to the concentration of control in a single individual without adequate compensating controls overseeing the approval of the procurement and expense reimbursement process. Management is in the process of developing and implementing controls in place to mitigate those risks going forward. This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only managements report in this annual report. **Changes in Internal Control over Financial Reporting** Except for the remediation of previously identified material weaknesses, there were no changes in our internal control over financial reporting during our most recently completed fourth quarter of the fiscal year end that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. **ITEM 9B. OTHER INFORMATION** None of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified or terminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in Item 408(c) of Regulation S-K) during the fiscal quarter ended July 31, 2025. | 23 | | **** **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.** The following table sets forth information concerning our officers and directors as of the dates indicated. The directors of the Company serve until their successors are elected and shall qualify. Executive officers are elected by the Board of Directors and serve at the discretion of the directors. | Name | | Age | | Title | | | Scott M. Boruff | | 62 | | Chief Executive Officer, Chairperson, Director | | | Timothy R. Brady | | 63 | | Chief Financial Officer | | | Dustin M. Hillis | | 43 | | President and Chief Strategy Officer | | | Theo Davies | | 45 | | Chief Revenue Officer | | | Anand Ijju | | 58 | | Chief Technology Officer | | | Susan A. Reyes | | 62 | | Chief Medical Officer | | | G. Shayne Bench | | 52 | | Director | | | Anthony Chapman | | 66 | | Director | | | Micheal J. Burt | | 49 | | Director | | | Larry Kloess III | | 70 | | Director | | Set forth below is a brief description of the background and business experience of each of our current executive officers and directors. **Scott M. Boruff, Chief Executive Officer, Chairperson, Director, Age 62** Mr. Boruff has served as our Chief Executive Officer and Sole Director since 2018. Since May 2021, he has served as an outsourced, contracted Chief Executive Officer and Director. He has been the sole officer and director of IndeLiving Holdings, Inc., since the Companys formation in 2016. Mr. Boruff has also served as the Manager of Platinum Equity Advisors, LLC (Platinum Equity) since its formation in 2016. In addition to providing consulting and advisory services, Platinum Equity has interests in a real estate brokerage firm and a luxury real estate auction firm. Mr. Boruff is a proven executive with a diverse business background in investment banking and real estate development. He currently serves as Manager of Own Shares, LLC, a privately held holding company with interests in various entertainment ventures, and Managing Member of Stonewalk Companies, a privately held real estate development company. As a professional in investment banking, he specialized in consulting services and strategic planning with an emphasis on companies in the oil and gas field. Mr. Boruff served as a member of the Board of Directors of Miller Energy Resources, Inc., a publicly traded company, from August 2008 until March 2016, serving as Executive Chairman of the Board of Directors from September 2014 until March 2016 and Chief Executive Officer from August 2008 to September 2014. In October 2015, when it was being led by a successor management team, Miller Energy Resources, Inc. filed a voluntary petition for reorganization under chapter 11 of title 11 of the U.S. Code in a pre-packaged bankruptcy. It remained a debtor in possession and emerged from bankruptcy in March 2016. Mr. Boruff was a director and 49% owner of Dimirak Securities Corporation, a broker-dealer and member of FINRA, from April 2009 until July 2012. In July 2012, Mr. Boruff sold his interest in Dimirak. He has more than 30 years of experience in developing commercial real estate projects and from 2006 to 2007 Mr. Boruff successfully led transactions averaging $150 to $200 million in size while serving as a director of Cresta Capital Strategies, LLC. Mr. Boruff received a Bachelor of Science degree in Business Administration from East Tennessee State University. **Timothy R. Brady, Chief Financial Officer, Age 63** Timothy Brady has served as our Chief Financial Officer (CFO) since October 1, 2024. Mr. Brady previously served as CFO and Treasurer of Northern Industrial Sands, LLC, a privately held supplier of northern white frac sand, from July 2016 to August 2020. In addition, Mr. Brady previously served as CFO and Treasurer of Dakota Plains Holdings, Inc., a publicly traded midstream energy company, from September 2011 to April 2016. Mr. Brady was instrumental in uplisting the Company from the OTC Pink Sheets to the NYSE. Before joining Dakota Plains, Mr. Brady served as one of three founders and CFO of Encore Energy, a privately held independent operator of oil and natural gas properties, from May 2011 through September 2011. Prior to that position, Mr. Brady served as the CFO from April 2010 through May 2011 of Allied Energy Inc., a publicly traded oil and natural gas company, and served on its board of directors, where Mr. Brady was able to upgrade the firm to the highest grading level on the OTC Market tier. Prior to that position, Mr. Brady was an independent consultant for eight years. Mr. Brady has over 40 years of financial experience within the energy, financial services, and manufacturing industry. Mr. Brady has experience with SEC reporting, balance sheet management, investor relations, treasury, mergers and acquisitions, audit, internal controls implementation, and compliance. Mr. Brady holds a Bachelor of Science degree in Finance from Indiana University and an MBA from Loyola University of Chicago. | 24 | | **** **Dustin M. Hillis, President and Chief Strategy Officer, Age 43** Dustin M. Hillis has served as our Chief Strategy Officer since June 15, 2024. On December 30, 2024, Mr. Hillis was promoted to President and continued to act as our Chief Strategy Officer. Mr. Hillis brings a wealth of experience and a proven history of success to the Company. Prior to joining our executive team, Mr. Hillis was the CEO of a global conglomerate, managing and expanding 20 diverse international businesses, with a workforce of over 2,000 individuals worldwide. His career spanned two decades within the family of companies. Mr. Hillis multifaceted expertise in leadership, strategic growth, and operational excellence has been recognized through numerous accolades, including being named a Top 10 CEO by Industry Era and one of the Top 50 Consulting CEOs by the Consulting Report. In addition to his corporate accomplishments, Mr. Hillis is an Amazon Best Selling Author, an international real estate investor, as well as a sought-after keynote speaker who has delivered addresses across the globe. His broad influence and insights across various industries have been pivotal to his career success. **Theo Davies, Chief Revenue Officer, Age 45** **** Theo Davies has served as our Chief Revenue Officer since April 17, 2025. Mr. Davies was a former Google executive, who was the Head of Sales Enablement for Asia-Pacific. Mr. Davies brings a wealth of global expertise and leadership to SafeSpace Global. His exceptional background, including a masters in mathematics, from the University of Edinburgh and an MBA from Indias top business school, SP Jain, Mr. Davies has consistently demonstrated his ability to develop world-class business strategies, build high-performing teams, and drive groundbreaking innovation within the Companys international business. **Anand Ijju, Chief Technology Officer, Age 58** Anand Ijju has served as our Chief Technology Officer since April 10, 2025. Prior to joining SafeSpace Global, Mr. Ijju was the Executive Vice President of ProKarma (Concentrix), a global IT solutions company, where he was instrumental in scaling the business to over half a billion dollars in revenue, before its successful exit. ProKarmas revenue at the time of sale to Concentrix was $525 million, with a valuation of approximately $1.5 billion. Over the past two decades, Mr. Ijju has held executive technology leadership roles in high-growth companies, driving innovation across AI, data engineering, and scalable cloud infrastructure. His ability to turn vision into world-class products positions SafeSpace Global Corporation for explosive growth. **Susan A. Reyes, M.D., Chief Medical Officer, Age 62** Susan A. Reyes, M.D. has served as our Chief Medical Officer since September 1, 2020. Dr. Reyes brings experience as a practicing Internal Medicine physician in the home care environment. She earned her Doctor of Medicine degree in just six years and was board certified in Internal Medicine in 1994. Since then, Dr. Reyes has enjoyed expanding her skill set by collaborating with several ground-breaking companies. In 1997, she worked for Hospital Inpatient Management Systems, which was the first hospitalist group that transformed the efficiencies of length of stay of patients in the hospital and in skilled nursing facility settings. In 2000, she was the lead physician for MD to You in Tampa, Florida - the first organization that developed house calls for homebound geriatric patients. In 2009, Dr. Reyes became the first physician to bring house call services to Knoxville, Tennessee and has grown her Company to be the largest mobile medical primary care practice covering East Tennessee. She has been an advisor and served as Medical Director to several home health and hospice agencies and assisted living facilities in each community where she has resided. **G. Shayne Bench, Independent Director Audit Committee Chair, Age 52** G. **S**hayne Bench has served as a Director since September 8, 2022 and is co-founder and Chief Financial Officer of Trillium Healthcare Consulting. Mr. Bench began his professional career in 1994 with Beverly Enterprises where he held various leadership roles, including Vice President of Finance for all 53 Skilled Nursing Facilities in the state of Florida. In 2001, Mr. Bench joined an executive team to start up Genoa Healthcare Group. As Senior Vice President and Treasurer, he successfully managed the cash flow while the organization grew to 135 Skilled Nursing Facilities in 17 states with nearly one billion dollars in revenue. He managed all aspects of strategic capitalization, established creditor and banking relationships, and managed financial reporting to investors. Mr. Bench is originally from Louisiana and received his Bachelor of Science in Business Administration with a major in accounting from Northeastern State University. | 25 | | **** **Anthony Chapman, Independent Director Nominating Committee, Age 66** Anthony Chapman is an Independent Director and Chair of our Nominating Committee. Mr. Chapman, a former Special Operations Intelligence Officer and founding member of one of the most classified divisions in Joint Special Forces, brings decades of elite military, security, and strategic consulting experience to the companys leadership team. Mr. Chapman is a decorated American hero with a career spanning over 40 years, including pivotal roles in military intelligence, corporate security, and executive leadership. As the President of Chapman Consulting Group, since 2001, Mr. Chapman has built and led a global consulting business, employing hundreds of elite former special operations team members to support U.S. allies worldwide. **Micheal J. Burt, Independent Director Compensation Committee, Age 49** Micheal J. Burt has served as an Independent Director since August 23, 2024. Micheal Coach Burt is recognized as the unparalleled authority in awakening the Prey Drive within individuals and guiding them to unparalleled accomplishments. With a career spanning over three decades, Coach Burt has solidified his reputation for transformative coaching excellence across a spectrum of industries. As the Founder of The Greatness Factory in Nashville, Tennessee, Coach Burt has elevated his coaching philosophy to an art form. His approach goes beyond conventional motivation, delving deep into the intricacies of activating the Prey Drive - an insatiable pursuit of excellence that propels individuals to achieve their goals with unwavering determination. With a storied history of cultivating top performers, Coach Burt empowers individuals to not only tap into their unique brilliance but also to translate it into thriving ventures. His methodologies offer a proven blueprint for turning ideas into tangible success. Coach Burt is the author of Flip the Switch, which is a must-read for anyone looking to take their personal and professional growth to the next level. Mr. Burt currently resides in Nashville, Tennessee. **Larry Kloess, Director, Age 70** **** Lawrence (Larry) H. Kloess III has served as our board member as of April 15, 2025. Mr. Kloess is a retired hospital CEO with 30 years of service at HCA, including his tenure as CEO of HCAs flagship hospital, TriStar Centennial Medical Center, from 1998-2005, and then President of HCAs TriStar Division from 2005-2012. TriStar is HCAs largest division of 22 hospitals serving communities in TN, KY, and GA. After retiring from HCA in 2012, Larry joined Clayton Associates, a Nashville-based venture capital firm; becoming the firms Chairman in 2015. He subsequently founded a healthcare consulting firm in Nashville (FKP Advisors) while serving on the Advisory Boards of FCA Venture Partners and Altitude Ventures. From 2016 to 2025, Larry served on the Belmont University Board of Trustees as Chair of the Boards Finance Committee. Larry is a founding Board member of Shore Capital Partners portfolio company, EyeSouth Partners, based in Atlanta. Larry also actively supports a number of Christian charities, including the Men of Valor prison ministry, where he served as its Treasurer and Board Chairman for many years. Larry also served as Chairman of the Board for the Tennessee Hospital Association in 2011, and received the Hero of Business Award from Lipscomb Universitys College of Business in 2016. Larry earned his bachelors degree in Healthcare Management from the University of Alabama, and his masters degree in Hospital and Health Administration from Xavier University in Cincinnati. He is a Fellow in the American College of Healthcare Executives. **Family Relationships** There are no family relationships among any of our directors or executive officers. **Involvement in Certain Legal Proceedings** To the best of the Companys knowledge, none of the Companys directors or executive officers has, during the past ten years, except as set forth below: | | | been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); | | | | | | | | | | had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; | | | 26 | | | | | been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; | | | | | | | | | | been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action has not been reversed, suspended, or vacated; | | | | | | | | | | been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to (i) an alleged violation of any federal or state securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or | | | | | | | | | | been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. | | Mr. Boruff served as a member of the Board of Directors, as Chief Executive Officer, and as Executive Chairman of Miller Energy Resources, Inc. during the two years preceding Miller Energy Resources, Inc.s filing of a bankruptcy petition in August 2015. Except as set forth in the Companys discussion below in Certain Relationships and Related Transactions, and Director Independence, none of the Companys directors or executive officers has been involved in any transactions with the Company or any of the Companys directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the Commission. **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires the Companys directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Exchange Act, as amended, the reports required to be filed with respect to transactions in our common stock during fiscal 2025 were timely filed other than one late report for Micheal J. Burt regarding a share award in connection with his commencement of service in August 2024; two late reports for Timothy R. Brady regarding the commencement of his service as a reporting person and an award of fully vested stock in December and October 2024, respectively; and three late reports for Dustin M. Hillis regarding a restricted stock award in October 2024, and purchases of shares from the Company in October 2024 and February 2024. Additionally, each of Anthony Chapman, and Theo Davies, Anand Ijju, and Larry Kloess III have not yet filed a Form 3 reporting their commencement of service as reporting persons as of March 14, 2025, April 17, 2025, May 1, 2025, and April 14, 2025, respectively. Mr. Ijju has not yet reported an award of restricted stock received on May 1, 2025 and Mr. Davies has not yet reported an award of fully vested stock received as of April 17, 2025. **Code of Ethics** The Company does not currently have a code of ethics, and because the Company has only limited business operations and only six officers and four directors, the Company believes that a code of ethics would have limited utility. The Company intends to adopt such a code of ethics as the Companys business operations expand and the Company has more employees and operations. | 27 | | **** **Insider Trading Policy** We have adopted an insider trading policy that governs the purchase, sale, and other dispositions and transactions in our securities by our directors, officers and employees, which is reasonably designed to promote compliance with insider trading laws, rules, and regulations, as well as any applicable listing standards. The text of our insider trading policy is filed as Exhibit 19 to this Report. **Policies and Practices Related to the Grant of Certain Equity Awards** We have not historically granted any options to purchase our common stock, and we do not have an equity incentive plan in place to facilitate any such awards. We also do not have any formal policy that requires us to grant, or avoid granting, equity awards to our executive officers at certain times. The timing of any equity grants to executive officers in connection with new hires, promotions, or other non-routine grants is tied to the event giving rise to the award (such as an executive officers commencement of employment or promotion effective date). As a result, in all cases, the timing of the grant of stock options, if any, would occur independently of the release of any material, non-public information, and we do not time the disclosure of material non-public information for the purpose of affecting the value or exercise price of such stock options. During fiscal 2025, no stock options were granted to our executive officers during the period beginning four business days before, and ending one business day after, the filing or furnishing of such report the filing of a Form 10-Q or Form 10-K, or the filing or furnishing of a report on Form 8-K that disclosed material nonpublic information. **ITEM 11. EXECUTIVE COMPENSATION.** The following table summarizes all compensation recorded by us in the past two years for: | | | our principal executive officer or other individual serving in a similar capacity, | | | | | our principal financial officer or other individual serving in a similar capacity, | | | | | our three most highly compensated executive officers, other than our principal executive officer and our principal financial officer, who were serving as executive officers at July 31, 2025 and 2024 as that term is defined under Rule B-7 of the Securities Exchange Act of 1934. | | | 28 | | **** **Summary Compensation Table (in dollars)** | Name and Principal | | Fiscal | | | | | | | | | Stock | | | Non-Equity Incentive Plan | | | Non-Qualified Deferred Compensation | | | All Other | | | | | | | Position | | Year | | | Salary | | | Bonus | | | Awards | | | Compensation | | | Earnings | | | Compensation | | | Total | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Scott B. Boruff | | | 2025 | | | | 240,000 | | | | - | | | | - | | | | - | | | | - | | | | 10,291 | | | | 250,291 | | | | Chief Executive Officer and Director (1) | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 102,000 | | | | 102,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Timothy R. Brady | | | 2025 | | | | 103,750 | | | | - | | | | 179,100 | | | | - | | | | - | | | | 8,932 | | | | 291,782 | | | | Chief Financial Officer (3) | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Dustin M. Hillis, Pres. & | | | 2025 | | | | 106,249 | | | | - | | | | 100,000 | | | | - | | | | - | | | | 10,751 | | | | 217,000 | | | | Chief Strategy Officer (2) | | | 2024 | | | | - | | | | - | | | | 54,500 | | | | - | | | | - | | | | 12,500 | | | | 67,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Susan A. Reyes MD | | | 2025 | | | | 24,000 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 24,000 | | | | Chief Medical Officer (4) | | | 2024 | | | | 52,000 | | | | - | | | | 6,706 | | | | - | | | | - | | | | - | | | | 30,706 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Anand Ijju | | | 2025 | | | | 31,250 | | | | - | | | | - | | | | - | | | | - | | | | 107,738 | | | | 138,988 | | | | Chief Technology Officer (5) | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Theo Davies | | | 2025 | | | | 42,719 | | | | - | | | | 351,575 | | | | - | | | | - | | | | 66,600 | | | | 460,894 | | | | Chief Revenue Officer (6) | | | 2024 | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | (1) | Mr. Boruff has served as our Chief Executive Officer and as a Director since March 13, 2018. | | | | (2) | Mr. Hillis has served as our Chief Strategy Officer since June 15, 2024. | | | | (3) | Mr. Brady has served as our Chief Financial Officer since December 1, 2024. | | | | (4) | Ms. Reyes has served as our Chief Medical Officer since September 1, 2020. | | | | (5) | Mr. Ijju served as our Chief Technology Officer since May 1, 2025. | | | | (6) | Mr. Davies Served as our Chief Revenue Officer since December 5, 2024 | | | 29 | | **** **Director Compensation** Director compensation is determined on a case-by-case basis. On September 8, 2022, G. Shayne Bench was appointed to our board of directors for a term of one (1) year. As compensation for Mr. Benchs service, he received a one (1) year restricted stock award of 846,093 shares of the Companys common stock. The restricted stock award shall vest ratably, on a monthly basis, at the end of each month of completed service, and any vested shares shall be issued quarterly in conjunction with the ending of the Companys normal quarterly reporting periods. Mr. Benchs appointment to our Board of Directors was reaffirmed on September 8, 2023 and September 8, 2024 and on April 24, 2025 and on this date was awarded another 80,000 shares of the Companys common stock. We recognized $17,814 for Mr. Bench in stock-based compensation expense for fiscal year 2025. On August 23, 2024, Micheal J. Burt was appointed to our board of directors for a term of three (3) years and shall continue until canceled by the Company. Either party has the right to cancel the remaining term of the appointment on each yearly anniversary date by providing written notice to the other party at least 30 days prior to the anniversary date the cancelation is to become effective. As compensation for Mr. Burts service, he received a three (3) year restricted stock award of 2,000,000 shares of the Companys common stock. The restricted stock award shall vest 1,000,000 shares on August 25, 2024, 333,334 shares on August 25, 2025, 333,333 shares on August 25, 2026 and 333,333 shares on August 25, 2027. We recognized $67,500 for Mr. Burt in stock-based compensation expense for fiscal year 2025. On March 14, 2025, Anthony Chapman was appointed to our board of directors for a term of three (3) years and shall continue until canceled by the Company with 30 days written notice. As compensation for Mr. Chapmans service, he received a three (3) year restricted stock award of 400,000 shares of the Companys common stock. The restricted stock award shall vest ratably over a three (3) year period on the first, second and third anniversary of his appointment to the board of directors. On April 13, 2025, Lawrence H. Kloess, III, a member of FKP Advisors LLC, was appointed to our board of directors for a term of one (1) year and shall continue until canceled by the Company with 30 days written notice. As compensation for Mr. Kloesss service, he received a three (3) year restricted stock award of 133,332 shares of the Companys common stock. The restricted stock award shall vest ratably over a three (3) year period on the first, second and third anniversary of his appointment to the board of directors. We recognized $5,488 for Mr. Kloess in stock-based compensation expense for fiscal year 2025. We do not currently pay any cash fees to our directors, nor do we pay directors expenses to attend board meetings. **Executive Compensation Agreements** **Scott M. Boruff, CEO** On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the Contract CEO Agreement) with Platinum Equity Advisors, LLC (Platinum) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEOs time, attention, skill and best efforts to the Company. To compensate for a significant increase in its time commitments, the base fee was increased to $240,000 effective August 1, 2024. Subject to further Board approval, the base fee could be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEOs time commitment to the Company. In addition to the base fee, Platinum is entitled to a discretionary bonus fee, equity awards and other benefits as may be awarded by our Board of Directors. During the term of the Contract CEO Agreement, Mr. Boruff is entitled to participate in any employee benefit plans, programs or arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company. On October 1, 2025, Mr. Boruffs annual compensation was increased to $315,000. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. Change in Control is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. | 30 | | **** **Dustin M. Hillis, President & CSO** Effective June 15, 2024, we entered into a Non-Employee Chief Strategy Officer Engagement Agreement (the Contract CSO Agreement) with Dustin M. Hillis to provide the services of Chief Strategy Officer for a term of three (3) years. Under the terms of the Contract CSO Agreement, the Company shall pay Mr. Hillis an annual base fee of $100,000. In addition to the base fee, Mr. Hillis is entitled to a discretionary bonus fee, equity incentive awards and other benefits as may be awarded by our Board of Directors. Upon collection from the customer, the Contract CSO Agreement provides for a new business sales commission equal to 15% of the gross amount of any new software licensing fees and/or support and maintenance fees earned by the Company on sales occurring after the effective date, and shall also be entitles to an 8% recurring business sales commission on any recurring software support and maintenance fees collected by the Company. Upon execution of the Contract CSO Agreement, Mr. Hillis received a stock grant of 1,000,000 shares of the Companys common stock. On January 1, 2025, his agreement was amended, and Mr. Hilliss title was changed to President and Chief Strategy Officer and his compensation was increased to $150,000 per annum. On October 1, 2025, Mr. Hilliss annual compensation was increased to $225,000. If the Contract CSO Agreement is terminated by us without cause, or by Mr. Hillis for good reason, we are obligated to pay Mr. Hillis a severance equal to one (1) month base fee, any earned and unpaid new sales business commissions, and any recurring business sales commissions with respect to customers of the Company as of the termination date and applicable to all products and services sold or provided to such customers on or before the one year anniversary of the termination date. If Mr. Hillis terminates the Contract CSO Agreement without good reason, he shall receive any unpaid portion of the base fee earned through the termination date and any new business sales commissions earned through the termination date. If the Company terminates the Contract CSO Agreement for cause, Mr. Hillis shall receive any unpaid portion or the base fee earned through the termination date. **Timothy R. Brady, CFO** Effective as of October 1, 2024, Timothy R. Brady was appointed by the Board of Directors (the Board) of SafeSpace Global Corporation to the position of Chief Financial Officer. Mr. Brady initially served as our Chief Financial Officer on a fractional basis and commenced service as Chief Financial Officer on a full-time basis as of December 1, 2024. In connection with the commencement of his full-time service to the Company in December, the Company entered into a Non-Employee Chief Financial Officer Engagement Agreement dated December 1, 2024. Pursuant to the agreement, Mr. Brady is entitled to an initial monthly base salary of $10,000 and received 2,000,000 shares of the Companys common stock. The Board or its compensation committee may grant Mr. Brady other long-term incentive awards in the form of equity awards, cash incentives or otherwise, from time to time and in the discretion of the Board or its committee. Mr. Brady is also entitled to a 2% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer. The Company has agreed to pay Mr. Brady an annual bonus subject to achievement by the Company of Board-established corporate goals and to recognized other achievements by the Company or Mr. Brady during the year. Mr. Brady is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements. A First Amendment was signed effective April 1, 2025, and the monthly base salary was increased to $12,500. At the discretion of the Board of Directors, Executives Base Fee may be increased. On October 1, 2025, Mr. Bradys annual compensation was increased to $225,000. The Employment Agreement terminates upon the death or disability of Mr. Brady, and may be terminated by us for cause, or by Mr. Brady for any reason. If the Employment Agreement is terminated by us for cause, upon his death or disability, at non-renewal or by Mr. Brady, he is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Brady for good reason, we are obligated to pay him severance equal to one years base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Bradys employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay him an amount equal to 2.99 times his annualized compensation. Change in Control is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions. **** | 31 | | **** **Anand Ijju, CTO** **** On April 10, 2025, we appointed Mr. Anand Ijju, as our Chief Technology Officer (CTO). Mr. Ijjus employment with the Company begin on May 1, 2025. Mr. Ijju entered into a three-year agreement with the Company. As compensation, the Company agreed to pay Mr. Ijju an annual salary of $150,000 and Mr. Ijju is entitled to discretionary bonuses as may be awarded from time to time by the Companys Board of Directors. As additional compensation the Company granted Mr. Ijju a stock grant of 500,000 shares of the Companys common stock. The stock grant shall be non-qualified and shall become vested annually over three years beginning on May 1, 2026. Mr. Ijju is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements. The Employment Agreement terminates upon the death or disability of Mr. Ijju, and may be terminated by us for cause, or by Mr. Ijju for any reason. If the Employment Agreement is terminated by us for cause, upon his death or disability, at non-renewal or by Mr. Ijju, he is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Ijju for good reason, we are obligated to pay him severance equal to one years base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Ijjus employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay him an amount equal to 2.99 times his annualized compensation. Change in Control is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions. **Susan A. Reyes, M.D., CMO** On January 31, 2024, in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the Reyes Employment Agreement) with an initial term of three (3) years. Effective as of August 1, 2024, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes time commitment to the Company. Dr. Reyes is also entitled to paid vacation and sick leave, and participation in any employee benefit plans or programs we may offer. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors. The initial term of the Employment Agreement will automatically be renewed for an additional one-year term unless either party provides notice of non-renewal. The Employment Agreement terminates upon the death or disability of Dr. Reyes, and may be terminated by us for cause, or by Dr. Reyes for any reason. If the Employment Agreement is terminated by us for cause, upon her death or disability, at non-renewal or by Dr. Reyes, she is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Dr. Reyes for good reason, we are obligated to pay her severance equal to one years base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Dr. Reyes employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay her an amount equal to 2.99 times her annualized compensation. Change in Control is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions. | 32 | | **** **Theo Davies, CRO** On April 17, 2025, we appointed Mr. Theo Davies, as our Chief Revenue Officer (CRO), effective immediately. Mr. Davies was previously our Chief Commercial Officer. As compensation, the Company agreed to pay Mr. Davies an annual salary of $150,000 and Mr. Davies is entitled to discretionary bonuses as may be awarded from time to time by the Companys Board of Directors. As additional compensation the Company granted Mr. Davies a stock grant of 500,000 shares of the Companys common stock, which vested immediately. Mr. Davies will also receive an annual health insurance benefit allowance of $1,800. In addition, Mr. Davies shall be paid a 2.0% commission on the gross amount of any and all Company domestic revenue and 5.0% commission on the gross amount of any and all Company international revenue, the 5% commission will be reduced to 2%, when Mr. Davies finds his replacement. The Employment Agreement terminates upon the death or disability of Mr. Davies, and may be terminated by us for cause, or by Mr. Davies for any reason. If the Employment Agreement is terminated by us for cause, upon his death or disability, at non-renewal or by Mr. Davies, she is only entitled to receive base salary accrued but not paid through the date of termination, and in the case of termination due to death or disability, a pro rata payment of the annual incentive earned for the year of termination. If the Employment Agreement is terminated by us without cause or by Mr. Davies for good reason, we are obligated to pay his severance equal to one years base salary and any unpaid incentive compensation. In addition, if at any time during the term of the Employment Agreement Mr. Davies employment is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay her an amount equal to 2.99 times her annualized compensation. Change in Control is defined in the Employment Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. The Employment Agreement contains customary invention assignment, non-compete and non-solicitation provisions. **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.** The following table sets forth, as of October 27, 2025, the ownership of our common stock by each stockholder who is known to us to beneficially own more than 5% of our outstanding common stock, by each director and nominee for the office of director, by our named executive officers, and by all directors and executive officers as a group. On that date, there were 187,511,196 shares of our common stock issued and outstanding. | Name and Address of Beneficial Owner | | Amount and Nature of Beneficial Ownership | | | Percent of Shares | | | | Directors and Named Executive Officers | | | | | | | | | | | Scott M. Boruff | | | 22,767,697 | (1) | | | 12.2 | % | | | Timothy R. Brady | | | 2,000,000 | | | | 1.1 | % | | | Dustin M. Hillis | | | 7,254,500 | (2) | | | 3.9 | % | | | G. Shayne Bench | | | 2,426,093 | (3) | | | 1.3 | % | | | Micheal J. Burt | | | 1,909,090 | | | | 1.0 | % | | | Theo Davies | | | 2,500,000 | | | | 1.3 | % | | | Anand Ijju | | | 1,000,000 | | | | * | | | | Susan A. Reyes | | | 1,775,026 | | | | * | | | | Anthony Chapman | | | 1,500,000 | | | | * | | | | Lawrence H. Kloess, III | | | 1,000,000 | | | | * | | | | All directors and current executive officers as a group | | | 44,132,406 | | | | 23.6 | % | | | * | Less than 1.0%. | | | (1) | Consists entirely of shares held by Platinum Equity Advisors, LLC, of which Mr. Boruffs spouse, Julie Boruff, is the sole member. | | | (2) | Includes 6,020,000 shares held by All Things New Ventures, LLC, of which Mr. Hillis is the sole member. | | | (3) | Includes 2,346,093 shares held by Bucuti Investments, LLC, of which Mr. Bench is the sole member. | | **** | 33 | | **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.** Other than compensation arrangements, the following is a description of transactions to which we were a participant or will be a participant to, in which: | | | the amounts involved exceeded or will exceed the lesser of 1% of our total assets or $120,000; and | | | | | | | | | | any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of the foregoing persons, had or will have a direct or indirect material interest. | | The Company has periodically obtained loans from related parties, primarily shareholders for which there are no formal written commitment for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and have not been formalized by any written agreement. As of July 31, 2025 and 2024, related parties were owed $2,339 and $30,925, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See *Note 4 - Accounts Payable and Accrued Expenses*, *Related Party*). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the Contract CEO Agreement) with Platinum Equity Advisors, LLC (Platinum Equity), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At July 31, 2025 and 2024, we owed Platinum Equity $5,492 and $151,386, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See *Note 4 - Accounts Payable and Accrued Expenses, Related Party*). The foregoing description of the Contract CEO Agreement does not purport to be complete and is qualified by the text of the Contract CEO Agreement, which is filed as Exhibit 10.2 to this Report. On December 31, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $373,957 which included $51,283 of unamortized deferred financing costs (See *Note 6 Notes Payable, Related Party*). At July 31, 2025 all outstanding balances were paid off. The note, plus accrued interest, is due on December 12, 2024. At July 31, 2024, accrued but unpaid interest on the note was $5,583 (See *Note 4 Accounts Payable and Accrued Expenses*, *Related Party*). The amount and terms of the related party loan may not necessarily be indicative of the amount and terms that would have been incurred had comparable transactions been entered into with independent third parties. On June 12, 2024, the company issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $410,207 (See Note 6 Notes Payable, Related Party). The note, plus accrued interest, was due on December 12, 2024. At July 31, 2024, accrued but unpaid interest on the note was $5,583. For the fiscal year ending July 31, 2025, the Company recognized $57,006 in office rent expense included in Selling, general and administrative on our consolidated statements of operations related to a month-to-month sublease agreement with Blue Earth Resources, Inc. (BERI), an entity related to the Company through common management control for use of certain office space. **Director Independence** We currently have three independent directors. Because our common stock is not currently listed on a national securities exchange, we have used the definition of independence of The Nasdaq Stock Market to make this determination. Nasdaq Listing Rule 5605(a)(2) provides that an independent director is a person other than an executive officer or employee of the company or any other individual having a relationship that, in the opinion of the companys board of directors, would interfere with the exercise of independent judgment in fulfilling the responsibilities of a director. The Nasdaq listing rules provide that a director cannot be considered independent if: | | | the director is, or at any time during the past three years was, an employee of the Company; | | | 34 | | | | | the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service); | | | | | a family member of the director is, or at any time during the past three years was, an executive officer of the Company; | | | | | the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments for property or services in the current or any of the past three fiscal years that exceed 5% of the recipients consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); | | | | | the director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or | | | | | The director or a family member of the director is a current partner of the Companys outside auditor, or at any time during the past three years was a partner or employee of the Companys outside auditor, and who worked on the Companys audit. | | The Company does not currently have a separately designated audit, nominating, or compensation committee. **ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.** The following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Companys annual financial statements and review of financial statements included in the Companys quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. | | | July 31, 2025 | | | July 31, 2024 | | | | Audit Fees | | $ | 57,500 | | | $ | 42,500 | | | | All Other Fees | | | - | | | | - | | | | Total | | $ | 57,500 | | | $ | 42,500 | | | **Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors** Our Audit Committee pre-approves all audit and permissible non-audit services. These services may include audit services, audit-related services, tax services, and other services. Our Audit Committee approves these services on a case-by-case basis. | 35 | | **** **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.** **** | Exhibit No. | | Description | | | 3.1 | | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2025) | | | | | | | | 3.2 | | Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to current report on Form 8-K filed with the Securities and Exchange Commission on May 9, 2025) | | | | | | | | 4.1* | | Description of Securities | | | | | | | | 10.1 | | Employment Agreement with Susan A. Reyes, M.D., dated January 31, 2024 (incorporated by reference to Exhibit 10.4 to quarterly report on Form 10-Q for the quarter ended January 31, 2024) | | | | | | | | 10.2 | | Non-Employee Chief Executive Officer Engagement Agreement with Platinum Equity Advisors, LLC, dated January 31, 2024 (incorporated by reference to Exhibit 10.1 to quarterly report on Form 10-Q for the quarter ended January 31, 2024) | | | | | | | | 10.3 | | Non-Employee President & Chief Strategy Officer Engagement Agreement between the Company and Dustin M. Hillis, dated January 1, 2025 (incorporated by reference to Exhibit 10.2 to current report on Form 8-K filed with the SEC on February 24, 2025) | | | | | | | | 10.4 | | First Amendment to Non-Employee President & Chief Strategy Officer Engagement Agreement with Dustin M. Hillis, dated January 1, 2025(incorporated by reference to Exhibit 10.2 to quarterly report on Form 10-Q for the quarter ended April 30, 2025) | | | | | | | | 10.5 | | Consulting Agreement between the Company and G. Shayne Bench, effective August 26, 2022 (incorporated by reference to Exhibit 10.6 to annual report on Form 10-K for the fiscal year ended July 31, 2022) | | | | | | | | 10.6 | | Statement Of Work between the Company and Timothy R. Brady dated September 19, 2024 and beginning October 1, 2024 (incorporated by reference to Exhibit 10.8 to annual report on Form 10-K for the fiscal year ended July 31, 2024) | | | | | | | | 10.7 | | Non-Employee Chief Financial Officer Engagement Agreement with Timothy R. Brady, dated December 1, 2024 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed on February 24, 2025) | | | | | | | | 10.8 | | First Amendment to Non-Employee Chief Financial Officer Engagement Agreement with Timothy R. Brady, dated April 1, 2025 (incorporated by reference to Exhibit 10.1 to quarterly report on Form 10-Q for the quarter ended April 30, 2025) | | | | | | | | 10.9 | | Chief Technology Officer Employment Agreement with Anand Ijju, dated May 1, 2025 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed with the SEC on April 10, 2025) | | | | | | | | 10.10 | | Chief Revenue Officer Employment Agreement with Theo Davies, dated April 17, 2025 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed with the SEC on April 17, 2025) | | | | | | | | 10.11 | | Board Member Agreement with FKP Advisors LLC, dated April 15, 2025 (incorporated by reference to Exhibit 10.1 to current report on Form 8-K filed with the SEC on April 21, 2025) | | | | | | | | 19* | | Insider Trading Policy | | | | | | | | 24* | | Powers of Attorney | | | | | | | | 31* | | Chief Executive Officer and Chief Financial Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 32* | | Chief Executive Officer and Chief Financial Officer Certification pursuant to section 906 of the Sarbanes-Oxley Act of 2002 | | | | | | | | 101* | | Financial statements from the annual report on Form 10-K for the year ended July 31, 2025, as filed with the Securities and Exchange Commission, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Balance Sheets; (ii) Statements of Operations, (iii) Statements of Shareholders Equity, (iv) Statements of Cash Flows, (v) Notes to Financial Statements, (vi) the information set forth in Part II, Item 9B, and (vii) the information set forth in Part III, Item 10. | | | | | | | | 104* | | Cover Page Interactive Data File (embedded within the Inline XBRL document) | | * Filed Herewith Executive Compensation Agreement **ITEM 16. FORM 10-K SUMMARY.** None. | 36 | | **** **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. | | SAFESPACE GLOBAL CORPORATION | | | | | | | | Date: October 29, 2025 | By: | /s/ Scott M. Boruff | | | | | Scott M. Boruff | | | | | President, Chief Executive Officer | | Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. | Signature | | Title | | Date | | | | | | | | | | /s/ Scott M. Boruff | | Chief Executive Officer, Director | | October 29, 2025 | | | Scott M. Boruff | | (principal executive officer) | | | | | | | | | | | | /s/ Timothy R. Brady | | Chief Financial Officer | | October 29, 2025 | | | Timothy R. Brady | | (principal financial and accounting officer) | | | | | | | | | | | | * | | Director | | October 29, 2025 | | | G. Shayne Bench | | | | | | | | | | | | | | * | | Director | | October 29, 2025 | | | Micheal J. Burt | | | | | | | | | | | | | | * | | Director | | October 29, 2025 | | | Anthony Chapman | | | | | | | | | | | | | | * | | Director | | October 29, 2025 | | | Lawrence H. Kloess III | | | | | | *Scott M. Boruff, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons. | Date: October 29, 2025 | By: | /s/ Scott M. Boruff | | | | | Scott M. Boruff | | | | | Attorney in Fact | | | 37 | | **** **INDEX TO FINANCIAL STATEMENTS** | | Page | | | Fiscal Years Ended July 31, 2025 and 2024 | | | | | | | | Report of Independent Registered Public Accounting Firm (PCAOB ID: 910) | F-2 | | | | | | | Consolidated Balance Sheets | F-3 | | | | | | | Consolidated Statements of Operations | F-4 | | | | | | | Consolidated Statements of Changes in Stockholders Deficit | F-5 | | | | | | | Consolidated Statements of Cash Flows | F-6 | | | | | | | Notes to Consolidated Financial Statements | F-7 - F-24 | | | F-1 | | REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of SafeSpace Global Corporation, Inc. 311 S. Weisgarber Road Knoxville, TN 37919 **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of SafeSpace Global Corporation, Inc. (the Company) as of July 31, 2025 and 2024, and the related consolidated statements of operations, changes in stockholders deficit, and cash flows for each of the years in the two-year period ended July 31, 2025, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the two- year period ended July 31, 2025, in conformity with accounting principles generally accepted in the United States of America. **Basis for Opinion** These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. **Critical Audit Matters** Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. We determined that there were no critical audit matters. /s/Rodefer Moss & Co, PLLC We have served as the Companys auditor since 2019. Knoxville, Tennessee October 29, 2025 | F-2 | | **SAFESPACE GLOBAL CORPORATION** **CONSOLIDATED BALANCE SHEETS** | | | July 31, 2025 | | | July 31, 2024 | | | | ASSETS | | | | | | | | | | | | | | | | | | | | | | CURRENT ASSETS: | | | | | | | | | | | Cash and cash equivalents | | $ | 7,546,390 | | | $ | 175,562 | | | | Accounts receivable, net | | | - | | | | 14,000 | | | | Prepaid expenses | | | 94,044 | | | | 33,022 | | | | Total current assets | | | 7,640,434 | | | | 222,584 | | | | | | | | | | | | | | | OTHER ASSETS: | | | | | | | | | | | Intangibles | | | 290,469 | | | | 506,743 | | | | Total assets | | $ | 7,930,903 | | | $ | 729,327 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS DEFICIT | | | | | | | | | | | | | | | | | | | | | | CURRENT LIABILITIES: | | | | | | | | | | | Accounts payable and accrued expenses | | $ | 315,707 | | | $ | 182,784 | | | | Accounts payable and accrued expenses, related party | | | 7,831 | | | | 187,894 | | | | Accounts payable and accrued expenses | | | 7,831 | | | | 187,894 | | | | Payroll related liabilities | | | 42,473 | | | | 16,637 | | | | Notes payable, related party | | | - | | | | 410,207 | | | | Notes payable | | | - | | | | 225,000 | | | | Total current and total liabilities | | | 366,011 | | | | 1,022,522 | | | | | | | | | | | | | | | STOCKHOLDERS DEFICIT: | | | | | | | | | | | Common stock par value $0.001; 200,000,000 shares authorized; 185,497,862 and 79,853,696 shares issued and outstanding as of July 31, 2025 and 2024, respectively | | | 185,498 | | | | 79,854 | | | | Additional paid-in capital | | | 28,332,617 | | | | 15,941,603 | | | | Accumulated deficit | | | (20,953,223 | ) | | | (16,314,652 | ) | | | Total stockholders equity (deficit) | | | 7,564,892 | | | | (293,195 | ) | | | Total liabilities and stockholders deficit | | $ | 7,930,903 | | | $ | 729,327 | | | *See accompanying notes to the consolidated financial statements.* | F-3 | | **SAFESPACE GLOBAL CORPORATION** **CONSOLIDATED STATEMENTS OF OPERATIONS** | | | 2025 | | | 2024 | | | | | | For the Years Ended July 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | REVENUE: | | | | | | | | | | | Contract revenue | | $ | - | | | $ | 322,000 | | | | Cost of contracts | | | - | | | | (239,948 | ) | | | Gross profit | | | - | | | | 82,052 | | | | | | | | | | | | | | | OPERATING EXPENSES: | | | | | | | | | | | Selling, general & administrative | | | 2,756,225 | | | | 516,280 | | | | Stock-based compensation | | | 1,575,211 | | | | 186,643 | | | | Amortization of intangibles | | | 421,955 | | | | 221,919 | | | | Impairment of intangibles | | | 46,225 | | | | 140,770 | | | | Total operating expenses | | | 4,799,616 | | | | 1,065,612 | | | | | | | | | | | | | | | OPERATING LOSS | | | (4,799,616 | ) | | | (983,560 | ) | | | | | | | | | | | | | | OTHER INCOME (EXPENSE): | | | | | | | | | | | Interest income | | | 85,909 | | | | - | | | | Interest expense | | | (38,509 | ) | | | (55,079 | ) | | | Extinguishment of liabilities | | | 113,645 | | | | 279,903 | | | | Gain on settlements | | | - | | | | 56,250 | | | | Total other income (expense) | | | 161,045 | | | | 281,074 | ) | | | | | | | | | | | | | | NET LOSS | | $ | (4,638,571 | ) | | $ | (702,486 | ) | | | | | | | | | | | | | | NET LOSS PER COMMON SHARE | | | | | | | | | | | Basic and diluted | | $ | (0.04 | ) | | $ | (0.01 | ) | | | | | | | | | | | | | | WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | | | | | | | | | | | Basic and diluted | | | 130,930,264 | | | | 70,048,860 | | | *See accompanying notes to the consolidated financial statements.* ** | F-4 | | **** **SAFESPACE GLOBAL CORPORATION** **STATEMENTS OF CHANGES IN STOCKHOLDERS DEFICIT** **FOR THE YEARS ENDED JULY 31, 2025 AND 2024** | | | | | | | | | Additional | | | | | | Total | | | | | | Common Stock | | | Paid-In | | | Accumulated | | | Stockholders | | | | | | Shares | | | Amount | | | Capital | | | Deficit | | | Deficit | | | | | | | | | | | | | | | | | | | | | | Balances at July 31, 2023 | | | 68,016,167 | | | | 68,016 | | | | 14,878,282 | | | | (15,612,166 | ) | | | (665,868 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | | | | | | | (702,486 | ) | | | (702,486 | ) | | | Shares issued for cash | | | 5,500,000 | | | | 5,500 | | | | 544,500 | | | | - | | | | 550,000 | | | | Shares issued for payment of accrued expenses | | | 3,385,154 | | | | 3,385 | | | | 335,131 | | | | - | | | | 338,516 | | | | Shares issued for services | | | 1,100,000 | | | | 1,100 | | | | (1,100 | ) | | | - | | | | - | | | | Shares issued for loan modification | | | 570,344 | | | | 571 | | | | (571 | ) | | | - | | | | - | | | | Stock-based compensation | | | 1,282,031 | | | | 1,282 | | | | 185,361 | | | | - | | | | 186,643 | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances at July 31, 2024 | | | 79,853,696 | | | | 79,854 | | | | 15,941,603 | | | | (16,314,652 | ) | | | (293,195 | ) | | | Balances | | | 79,853,696 | | | | 79,854 | | | | 15,941,603 | | | | (16,314,652 | ) | | | (293,195 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | | | | | | | | | | | | | (4,638,571 | ) | | | (4,638,571 | ) | | | Shares issued for cash | | | 92,626,548 | | | | 92,626 | | | | 10,672,074 | | | | - | | | | 10,764,700 | | | | Shares issued for settlement | | | 1,572,034 | | | | 1,572 | | | | 26,552 | | | | - | | | | 28,124 | | | | Shares issued for services | | | 1,160,000 | | | | 1,160 | | | | 111,340 | | | | - | | | | 112,500 | | | | Issuance of shares for the conversion of debt and related accrued interest | | | 493,463 | | | | 493 | | | | 94,728 | | | | - | | | | 95,221 | | | | Stock-based compensation | | | 9,792,121 | | | | 9,793 | | | | 1,486,320 | | | | - | | | | 1,496,113 | | | | | | | | | | | | | | | | | | | | | | | | | | | Balances at July 31, 2025 | | | 185,497,862 | | | $ | 185,498 | | | $ | 28,332,617 | | | $ | (20,953,223 | ) | | $ | 7,564,892 | | | | Balances | | | 185,497,862 | | | $ | 185,498 | | | $ | 28,332,617 | | | $ | (20,953,223 | ) | | $ | 7,564,892 | | | *See accompanying notes to the consolidated financial statements.* | F-5 | | **** **SAFESPACE GLOBAL CORPORATION** **CONSOLIDATED STATEMENTS OF CASH FLOWS** | | | 2025 | | | 2024 | | | | | | For the Years Ended July 31, | | | | | | 2025 | | | 2024 | | | | | | | | | | | | | CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | Net loss | | $ | (4,638,571 | ) | | $ | (702,486 | ) | | | Adjustments to reconcile loss to net cash used in operating activities: | | | | | | | | | | | Amortization | | | 421,955 | | | | 221,919 | | | | Stock-based compensation | | | 1,575,211 | | | | 186,643 | | | | Impairment of intangibles | | | 46,225 | | | | 140,770 | | | | Extinguishment of liabilities | | | (113,645 | ) | | | (279,903 | ) | | | Gain on settlements | | | - | | | | (56,250 | ) | | | Shares issued for services | | | 112,500 | | | | - | | | | Amortization of debt discount | | | - | | | | - | | | | Changes in operating assets and liabilities: | | | | | | | | | | | Accounts receivable, net | | | 14,000 | | | | (14,000 | ) | | | Prepaid expenses and other current assets | | | (61,021 | ) | | | 1,070 | | | | Accounts payable and accrued expenses | | | 193,569 | | | | 19,455 | | | | Accounts payable and accrued expenses, related party | | | (226,532 | ) | | | (34,957 | ) | | | Payroll related liabilities | | | - | | | | 250,010 | | | | NET CASH USED BY OPERATING ACTIVITIES | | | (2,676,309 | ) | | | (267,729 | ) | | | | | | | | | | | | | | CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | Cash paid for development of intangible assets | | | (175,747 | ) | | | - | | | | NET CASH USED BY INVESTING ACTIVITIES | | | (175,747 | ) | | | - | | | | | | | | | | | | | | | CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | Proceeds from sale of common stock | | | 10,764,700 | | | | 550,000 | | | | (Payments) proceeds from related party loans | | | (17,570 | ) | | | 114,989 | | | | Payments of amounts owed to related parties | | | (474,246 | ) | | | (222,109 | ) | | | Principal payments on short-term debt | | | (50,000 | ) | | | | | | | NET CASH PROVIDED BY FINANCING ACTIVITIES | | | 10,222,884 | | | | 442,880 | | | | | | | | | | | | | | | Net change in cash and cash equivalents | | | 7,370,828 | | | | 175,151 | | | | | | | | | | | | | | | Cash and cash equivalents, beginning of period | | | 175,562 | | | | 411 | | | | | | | | | | | | | | | Cash and cash equivalents, end of period | | $ | 7,546,390 | | | $ | 175,562 | | | | | | | | | | | | | | | SUPPLEMENTAL CASH FLOW INFORMATION | | | | | | | | | | | Cash paid for interest | | $ | - | | | $ | - | | | | | | | | | | | | | | | SIGNIFICANT NON-CASH INVESTING AND FINACING ACTIVITIES | | | | | | | | | | | Capital expenditures included in accrued expenses | | $ | 76,848 | | | $ | - | | | | Shares issued for payment of payroll related liabilities | | $ | - | | | $ | 338,516 | | | | Issuance of common stock for payment of accrued expenses | | $ | 28,124 | | | $ | - | | | | Shares issued for extinguishment of convertible debt | | $ | 175,000 | | | $ | - | | | *See accompanying notes to the consolidated financial statements.* | F-6 | | **SAFESPACE GLOBAL CORPORATION** **NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS** **July 31, 2025 and 2024** **NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES** SafeSpace Global Corporation (collectively the Company, we, our or us) is a multimodal AI technology solutions company with a dedicated team focused on driving safety innovation across multiple industries. We are currently marketing products and solutions that utilize advanced AI monitoring tools to enhance resident safety, reduce the risk of injuries, and improve overall care efficiency. **Basis of Presentation** The accompanying consolidated financial statements include those of SafeSpace Global Corporation and its subsidiaries, after elimination of all intercompany accounts and transactions. We have prepared the accompanying consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the SEC). **Consolidation Policy** Our consolidated financial statements are consolidated in accordance with U.S. GAAP and include our accounts and the accounts of our wholly owned subsidiaries. We eliminate all intercompany transactions from our financial results. **Business Combinations** We account for business combinations under the acquisition method of accounting. The acquisition method requires that the acquired assets and liabilities, including contingencies, be recorded at fair value determined on the acquisition date and that changes thereafter be reflected in income (loss). The estimation of fair values of the assets and liabilities assumed involves several estimates and assumptions that could differ materially from the actual amounts recorded. The results of the acquired businesses are included in our results from operations beginning from the day of acquisition. **Allowance for Credit losses** In accordance with ASC 326, Financial Instruments Credit Losses, we recognize an allowance for credit losses on acquired financial assets with credit deterioration since origination. The allowance of credit losses is measured based on the Current Expected Credit Loss (CECL) model, which requires an estimate of the expected credit losses over the life of the financial asset. This estimate considers historical loss information, current conditions, and reasonable and supportable forecasts. The allowance for credit losses, if any, is recorded as a reduction to the carrying amount of the financial asset, with a corresponding charge to earnings. **Risk and Uncertainties** Factors that could affect our future operating results and cause actual results to vary materially from managements expectation include, but are not limited to: our ability to maintain and secure adequate capital to fund our operations and fully develop our product(s); our ability to source strong opportunities with sufficient risk adjusted returns; acceptance of the terms and conditions of our licenses and/or the acceptance of our royalties and fees; the nature and extent of competition from other companies that may reduce market share and create pressure on pricing and investment return expectations; changes in the projects in which we plan to invest which result from factors beyond our control, including, but not limited to, a change in circumstances, capacity and economic impacts; changes in laws, regulations, accounting, taxation, and other requirements affecting our operations and business. Negative developments in these or other risk factors could have a significant adverse effect on our financial position, results of operations and cash flows. | F-7 | | **** **Use of Estimates** The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates. We base our estimates on experience and various other assumptions that are believed to be reasonable under the circumstances. We evaluate our estimates and assumptions on a regular basis and actual results may differ from those estimates. **Reclassifications** Certain prior period amounts may be reclassified to conform to current period presentation with no changes to previously reported net loss or stockholders deficit. **Cash and Cash Equivalents** We consider all highly liquid short-term investments with a maturity of three months or less at the time of purchase to be cash equivalents. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. No loss has been experienced and management does not believe we are exposed to any significant credit risk. **Accounts Receivable** Accounts receivable are stated at the amount management expects to collect from outstanding customer balances. Credit is extended to customers based on an evaluation of their financial condition and other factors. Interest is not accrued on overdue accounts receivable. The Company does not require collateral. Management periodically assesses the Companys accounts receivable and, if necessary, establishes an allowance for estimated uncollectible amounts. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. Accounts determined to be uncollectible are charged to operations when that determination is made. We had no accounts receivable at July 31, 2025. At July 31, 2024, accounts receivable was $14,000 and did not include any reserve for uncollectible accounts. We recorded no bad debt expense, write-offs, or recoveries for the years ended July 31, 2025 and 2024. **Concentration of Credit Risk** Financial instruments that potentially expose the Company to credit risk consist of demand deposits with a financial institution. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institution to the extent account balances exceed the amount insured by the FDIC, which is $250,000. **Fair Value of Financial Instruments** Fair value is defined as the price that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants. A fair value hierarchy has been established for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows: Level 1 Inputs Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date. | F-8 | | Level 2 Inputs Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means. Level 3 Inputs Unobservable inputs for determining the fair values of assets or liabilities that reflect an entitys own assumptions about the assumptions that market participants would use in pricing the assets or liabilities. Financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable and borrowings. The fair value of current financial assets and current financial liabilities approximates their carrying value because of the short-term maturity of these financial instruments. **Property and Equipment** Property and equipment are stated at cost, net of accumulated depreciation. Expenditures for major additions and improvements are capitalized while minor replacements and maintenance and repairs, which do not improve or extend the life of such assets, are charged to operations as incurred. Disposals are removed at cost less accumulated depreciation, and any resulting gain or loss is reflected in the consolidated statements of operations. Depreciation is calculated using the straight-line method which depreciates the assets over the estimated useful lives of the depreciable assets ranging from 5five to seven years. **Intangible Assets** Intangible assets consist of patents, our website and the costs of software developed for internal use. Certain payroll and stock-based compensation costs incurred are allocated to the intangible assets. We determine the amount of costs to be capitalized based on the time spent by employees or outside contractors on the projects. Intangible assets are amortized on a straight-line basis over their expected useful lives, which approximate 20-years for patents, 3-years for internally developed software and 2-years for website related cost. Intangible assets that are subject to amortization are evaluated for impairment at least annually, and additionally whenever events or changes in circumstances indicate that it is more likely than not that an asset may be impaired. The impairment test for indefinite-lived intangible assets consists of a comparison of the fair value of the intangible asset with its carrying amount. An impairment loss would be recognized for the amount by which the carrying value exceeds the fair value of the asset. The Company has recognized intangible asset impairment charges of $46,225 and $140,770, respectively during the years ended July 31, 2025 and 2024. See *Note 2 - Intangibles, Net*. Intangibles, net was $290,469 and $506,743 for the years ended July 31, 2025 and 2024, respectively. **Derivative Liability** Options, warrants, convertible notes, or other contracts, if any, are evaluated to determine if those contracts, or embedded components of those contracts, qualify as derivatives to be separately accounted for in accordance with Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 815, *Derivatives and Hedging,*(paragraph 815-10-05-4 and Section 815-40-25). The result of this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded as either an asset or a liability. The change in fair value is recorded in the consolidated statements of operations as other income or expense. Upon conversion, exercise or cancellation of a derivative instrument, the instrument is marked to fair value at the date of conversion, exercise, or cancellation and then the related fair value is reclassified to equity. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated, and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single, compound derivative instrument. | F-9 | | The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is reassessed at the end of each reporting period. Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to liability at the fair value of the instrument on the reclassification date. Derivative instrument liabilities will be classified in the balance sheet as current or non-current based on whether net-cash settlement of the derivative instrument is expected within 12 months of the balance sheet date. The Company adopted Section 815-40-15 of the FASB ASC *(Section 815-40-15)*to determine whether an instrument (or an embedded feature) is indexed to the Companys own stock. Section 815-40-15 provides that an entity should use a two-step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instruments contingent exercise and settlement provisions. We utilize a binomial option pricing model to compute the fair value of the derivative liability and to mark to market the fair value of the derivative liability at each balance sheet date. We record the change in the fair value of the derivative liability as other income or expense in the consolidated statements of operations. We had no derivative assets or liabilities at July 31, 2025 or 2024. **Related Parties** The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (Affiliate means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests. **Contract Liabilities** The Company receives payments from customers based upon contractual billing schedules. Contract liabilities include payments received in advance of performance under the contract. Contract assets include amounts related to the Companys contractual right to consideration for completed performance obligations not yet invoiced. Our contract assets and liabilities are reported on an individual contract basis at the end of each reporting period. Contract liabilities are classified as current or noncurrent based on the timing of when we expect to recognize revenue. The Company expects to recognize all outstanding contract liabilities over the next 12 months. The Company has recorded $3,146 and $0 as of July 31, 2025, and July 31, 2024, respectively in accrued expenses related to contract liabilities. **Contract Combination** The Company may execute more than one contract or agreement with a single customer. The Company evaluates whether the agreements were negotiated as a package with a single objective, whether the amount of consideration to be paid in one agreement depends on the price and/or performance of another agreement, or whether the goods or services promised in the agreements represent a single performance obligation. The conclusions reached can impact the allocation of the transaction price to each performance obligation and the timing of revenue recognition related to those arrangements. The Company applied the revenue model to a portfolio of contracts with similar characteristics where we expected that the financial statements would not differ materially from applying it to the individual contracts within that portfolio. | F-10 | | **** **Revenue Recognition** The Companys revenue recognition policy is to recognize revenue in accordance with ASC 606, *Revenue from Contracts with Customers.* The Company follows the five-step model provided by ASC Topic 606 in order to recognize revenue in the following manner: 1) Identify the contract; 2) Identify the performance obligations of the contract; 3) Determine the transaction price of the contract; 4) Allocate the transaction price to the performance obligations; and 5) Recognize revenue. An entity recognizes revenue for the transfer of promised goods or services to customers in an amount that reflects the consideration for which the entity expects to be entitled in exchange for those goods or services. Often contracts contain more than one performance obligation. Performance obligations are the unit of accounting for revenue recognition and generally represent the distinct goods or services that are promised to the customer. Revenue is recognized net of any taxes collected and subsequently remitted to governmental authorities. If we determine that we have not satisfied a performance obligation, we defer recognition of the revenue until the performance obligation is satisfied. The agreements are generally non-cancellable or contain significant penalties for early cancellation, although customers typically have the right to terminate their contracts for cause if we fail to perform material obligations. However, if non-standard acceptance periods, non-standard performance criteria, or cancellation or right of refund terms are required, revenue is recognized upon the satisfaction of such criteria. **Advertising and Marketing** Advertising and marketing costs are expensed as incurred in accordance with ASC 720-35, *Advertising Costs*. We incurred advertising and marketing costs of $244,313 and $9,919 for the years ended July 31, 2025 and 2024, respectively, which are included in selling, general and administrative expenses on the consolidated financial statements. **Stock-Based Compensation** The Company accounts for stock-based compensation in accordance with ASC Topic 718, *Compensation Stock Compensation*(ASC 718) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans, if any, in accordance with ASC 718. Stock-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of stock-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the stock-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expense is included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the consolidated statements of operations. Stock-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid-in capital. The Company recognizes all forms of stock-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are expected to vest. See *Note 9 - Stock-Based Compensation*. **Income Taxes** We use the asset and liability method of accounting for income taxes in accordance with Topic 740, *Income Taxes.*Under this method, income tax expense is recognized for the amount of: (1) taxes payable or refundable for the current year and (2) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entitys financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. | F-11 | | ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. We have no material uncertain tax positions for any of the reporting periods presented. **Net Loss Per Common Share** We determine basic loss per share and diluted loss per share in accordance with the provisions of ASC 260, *Earnings Per Share*. Basic loss per share excludes dilution and is computed by dividing earnings available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted income loss per share is similar to that of basic earnings per share, except the denominator is increased, if the earnings are positive, to include the number of additional common shares that would have been outstanding if all potentially dilutive common shares had been exercised. **Recent Accounting Pronouncements** In November 2024, the FASB issued ASU *2024*-*03,* Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic *220*-*40*): Disaggregation of Income Statement Expenses, which improves financial reporting by requiring public entities to disclose additional information about specific expense categories in the notes of the financial statements at interim and annual reporting period. ASU *2024*-*03* is effective for all public entities for annual reporting periods beginning after *December 15, 2026,*and interim reporting periods beginning after *December 15, 2027.*The Company is currently evaluating the effect of adopting this ASU. In December, 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires two primary enhancements of 1) disaggregated information on a reporting entitys effective tax rate reconciliation, and 2) information on income taxes paid. For public business entities, the new requirements will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently assessing the pronouncement and its impact on its income tax disclosures and related cash flow disclosures, but it does not impact the Companys results of operations, or financial condition. **NOTE 2 - INTANGIBLES** Intangibles consisted of the following at July 31, 2025 and 2024: SCHEDULE OF INTANGIBLES, NET | | | As of July 31, 2025 | | | | | | | | | Accumulated | | | Reserve for | | | | | | | | | Cost | | | Amortization | | | Impairment | | | Net | | | | | | | | | | | | | | | | | | | Software | | $ | 627,440 | | | $ | (627,440 | ) | | $ | - | | | $ | - | | | | Intangible assets in-process | | | 252,595 | | | | - | | | | - | | | | 252,595 | | | | Patents | | | 55,137 | | | | (8,438 | ) | | | (8,825 | ) | | | 37,874 | | | | Website | | | 8,785 | | | | (8,785 | ) | | | - | | | | - | | | | Total intangibles | | $ | 943,957 | | | $ | (644,663 | ) | | $ | (8,825 | ) | | $ | 290,469 | | | | | | As of July 31, 2024 | | | | | | | | | Accumulated | | | Reserve for | | | | | | | | | Cost | | | Amortization | | | Impairment | | | Net | | | | | | | | | | | | | | | | | | | Software | | $ | 627,440 | | | $ | (209,147 | ) | | $ | - | | | $ | 418,293 | | | | Patents | | | 165,411 | | | | (19,112 | ) | | | (57,849 | ) | | | 88,450 | | | | Website | | | 8,785 | | | | (8,785 | ) | | | - | | | | - | | | | Total intangibles | | $ | 801,636 | | | $ | (237,044 | ) | | $ | (57,849 | ) | | $ | 506,743 | | | | F-12 | | **** **Impairment** During the years ended July 31, 2025 and 2024, the Company reassessed the existence of impairment indicators on its internally developed definite-lived intangible assets. The Company determined that indicators of impairment existed and, as a result, a quantitative impairment analysis was required. Management elected to abandon certain patent applications during the year. In addition, Management analyzed certain patents that were in an office action status at year end for feasibility and probability of the success of continuing the office action process. Based on the patent abandonments and the results of the analysis, Management concluded that the carrying amount of the patents exceeding their fair value, which resulted in an impairment charge of $140,770 being recognized for the year ended July 31, 2024. The impairment charge of $140,770 includes $82,921 for the abandonment of certain patent applications, and $57,849 for the establishment of an impairment reserve against our remaining patent applications that are currently in process. For the year ended July 31, 2025, Management concluded that the carrying amount of the patents exceeding their fair value, which resulted in an impairment charge of $46,225 being recognized. Amortization expense for the years ended July 31, 2025 and 2024 was $421,955 and $221,919, respectively. Intangibles are amortized over their estimated useful lives of 2 to 20 years. As of July 31, 2025, the weighted average remaining useful life of intangibles assets in-service being amortized was approximately six (6) years. We expect the remaining aggregate amortization expense for each of the five succeeding fiscal years to be as follows: SCHEDULE OF INTANGIBLE ASSETS, FUTURE AMORTIZATION EXPENSE | | | | | | | | 2026 | | $ | 1,378 | | | | 2027 | | | 1,378 | | | | 2028 | | | 1,378 | | | | 2029 | | | 1,378 | | | | 2030 | | | 1,378 | | | | Thereafter | | | 30,984 | | | | Total expected amortization expense | | $ | 37,874 | | | **** **NOTE 3 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES** Accounts payable and accrued expenses consisted of the following at July 31, 2025 and 2024: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | | | July 31, 2025 | | | July 31, 2024 | | | | Accounts payable | | $ | 94,893 | | | $ | 51,151 | | | | Accrued expenses | | | 220,814 | | | | 55,800 | | | | Accrued interest expense | | | - | | | | 75,833 | | | | Total accounts payable and accrued expenses | | $ | 315,707 | | | $ | 182,784 | | | **NOTE 4 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES, RELATED PARTY** Accounts payable and accrued expenses, related party consisted of the following at July 31, 2025 and 2024: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES RELATED PARTY | | | July 31, 2025 | | | July 31, 2024 | | | | Accounts payable, related party | | $ | 2,339 | | | $ | 30,925 | | | | Accrued expenses, related party | | | 5,492 | | | | 156,969 | | | | Total accounts payable and accrued expenses, related party | | $ | 7,831 | | | $ | 187,894 | | | **NOTE 5 - PAYROLL RELATED LIABILITIES** Payroll related liabilities consisted of the following at July 31, 2025 and 2024: SCHEDULE OF PAYROLL RELATED LIABILITIES | | | July 31, 2025 | | | July 31, 2024 | | | | Accrued officers payroll | | $ | 25,836 | | | $ | - | | | | Payroll taxes payable | | | 16,637 | | | | 16,637 | | | | Total payroll related liabilities | | $ | 42,473 | | | $ | 16,637 | | | | F-13 | | **** **NOTE 6 - NOTE PAYABLE, RELATED PARTY** On June 12, 2023, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the Platinum Note 1), in the principal amount of $372,069. The Platinum Note was unsecured and beared interest at 10% per annum. The principal amount of the note plus accrued interest of $18,604 was due in a single lump sum payment on December 12, 2023. We incurred no issuance cost on the transaction and the proceeds were used to retire debt. On December 12, 2023, we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $390,673 (the Platinum Note 2) as full payment of the Platinum Note 1 principal and accrued interest due on such date. The Platinum Note 2 was unsecured and beared interest at 10% per annum. The principal amount of the note plus accrued interest of $19,534 was due in a single lump sum payment on June 12, 2024. We incurred no issuance cost on the transaction. On June 12, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC, a related party (the Platinum Note 3), in the principal amount of $410,207. The Platinum Note 3 was unsecured and beared interest at 10% per annum. The principal amount of the note plus accrued interest of $20,510 was due in a single lump sum payment on December 12, 2024. We incurred no issuance cost on the transaction. On December 31, 2024, we issued a new promissory note to Platinum Equity Advisors, LLC in the principal amount of $373,957 (the Platinum Note 4) as full payment of the Platinum Note 3 principal and accrued interest due. The Platinum Note 4 is unsecured and bears interest at 10% per annum. The principal amount of the note plus accrued interest of $37,396 is due in a single lump sum payment on December 31, 2025. We incurred $55,945 of issuance cost on the transaction. Platinum Equity Advisors, LLC is a related party and is our largest shareholder and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At July 31, 2025, all amounts owed under Platinum Note 4 were repaid. The Company recognized a loss of $51,283 for the unamortized issuance costs in extinguishment of debt on the consolidated financial statements. **NOTE 7 NOTES PAYABLE** We had the following debt obligations reflected at their respective carrying values on our consolidated balance sheets as of July 31, 2025 and 2024: SCHEDULE OF DEBT OBLIGATIONS | | | July 31, 2025 | | | July 31, 2024 | | | | 5% Convertible promissory notes | | $ | - | | | $ | 175,000 | | | | 5% Convertible promissory notes | | $ | - | | | $ | 175,000 | | | | Note payable to Acorn Management Partners, LLC | | | - | | | | 50,000 | | | | Notes payable | | $ | - | | | $ | 225,000 | | | **5% Convertible Promissory Notes** On various dates during the month of March 2018, we issued a series of 5% Convertible Promissory Notes (collectively, the 5% Notes) totaling $750,000 in net proceeds. We incurred no costs related to the issuance of the 5% Notes. The 5% Notes bear interest at the rate of five percent (5%) per annum, compounded annually and matured one-year from the date of issuance. At July 31, 2025, and July 31, 2024, accrued but unpaid interest on the 5% Notes was $0 and $63,914, respectively, which is included in Accounts payable and accrued expenses on our interim consolidated balance sheets. The 5% Notes are convertible into common shares of the Company at a fixed ratio of two shares of common stock per dollar amount of the face value of the note. The principal terms under which the 5% Notes may be converted into common stock of the Company are as follows: | | | At the option of the holder, the outstanding principal amount of the note, and any accrued but unpaid interest due, may be converted into the Companys common stock at any time prior to the maturity date of the note. | | | F-14 | | | | | The outstanding principal amount of the note, and any accrued but unpaid interest due, will automatically be converted into the Companys common stock if at any time prior to the maturity date of the note, the Company concludes a sale of equity securities in a private offering resulting in gross proceeds to the Company of at least $1,000,000. | | At July 31, 2025, all outstanding 5% Notes were settled for common stock. Management negotiated an amendment with all remaining noteholders extending the maturity date and subsequently converted all outstanding 5% Notes resulting in a gain of $151,508 that was recognized in extinguishment of debt on the interim consolidated financial statements. **Note Payable to Acorn Management Partners, LLC** On August 11, 2020, we agreed to repurchase 1,000,000 shares of our common stock from Acorn Management Partners, LLC (AMP). As consideration for the share repurchase, we issued a $50,000 promissory note bearing interest a 6.0% per annum and due 1one-year from the date of issuance (the Acorn Note). In the event we default under the terms of the Acorn Note, we were required to deliver 1,000,000 shares of our common stock back to AMP in full satisfaction of the obligation. The purchased shares were delivered by AMP directly to the transfer agent on September 8, 2020, and immediately cancelled. At July 31, 2025, and July 31, 2024, accrued but unpaid interest on the Acorn Note was $0 and $11,919, respectively, which is included in Accounts payable and accrued expenses on our consolidated balance sheets. At July 31, 2025, the note was repaid, and the related accrued interest was extinguished. Management negotiated a settlement of the entire outstanding principal balance and accrued interest resulting in a gain of $13,419 that was recorded in extinguishment of debt on the interim consolidated financial statements. **NOTE 8 - INCOME TAXES** A reconciliation of the provision for income taxes as reported, and the amount computed by multiplying net loss by the federal statutory rate of 21% as of July 31, 2025 and 2024 are as follows: SCHEDULE OF RECONCILIATION OF PROVISION FOR INCOME TAXES | | | July 31, 2025 | | | July 31, 2024 | | | | Federal income tax benefit computed at the statutory rate | | $ | (974,100 | ) | | $ | (147,522 | ) | | | Increase (decrease) resulting from: | | | | | | | | | | | Stock-based compensation | | | 192,908 | | | | 39,195 | | | | Derivatives | | | - | | | | - | | | | Valuation allowance | | | 760,445 | | | | 107,283 | | | | Other | | | 20,747 | | | | 1,044 | | | | Income tax benefit, as reported | | $ | - | | | $ | - | | | The components of the net deferred tax asset as of July 31, 2025 and 2024 are as follows: SCHEDULE OF COMPONENTSOF NET DEFERRED TAX ASSET | | | July 31, 2025 | | | July 31, 2024 | | | | Deferred tax assets: | | | | | | | | | | | Net operating loss carryovers | | $ | 1,817,718 | | | $ | 1,057,273 | | | | Valuation allowance | | | (1,817,718 | ) | | | (1,057,273 | ) | | | Net deferred tax asset, as reported | | $ | - | | | $ | - | | | In assessing the realizable value of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income during the periods in which these temporary differences become tax deductible. Based on managements assessment of objective and subjective evidence, we have concluded at this time it is more likely than not that all of our deferred tax asset will not be realized and we have provided a valuation allowance for the entire amount of the deferred tax asset. At July 31, 2025, we have approximately $8.6 million in federal and state net operating loss carryovers that begin expiring in fiscal 2037. | F-15 | | The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprises financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as unrecognized benefits. A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprises potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as Other expenses Interest expense in the consolidated statements of operations. Penalties would be recognized as a component of General and administrative. No interest or penalties on unpaid tax were recorded during the years ended July 31, 2025 and 2024. As of July 31, 2025 and 2024, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. **NOTE 9 - STOCK-BASED COMPENSATION** Our stock-based compensation programs are long-term retention awards that are intended to attract, retain, and provide incentives for employees, officers and directors, and to align stockholder and employee interest. We utilize grants of both stock options and warrants and restricted stock to achieve those goals. **Summary of Stock Options and Warrants** During the year ended July 31, 2025, we recorded no compensation expense related to stock options and warrants. During the year ended July 31, 2024, we recorded $76,482 of compensation expense related to stock options and warrants. The Company granted no stock options or warrants during the year ended July 31, 2025. The grant date fair value of stock options and warrants during the year ended July 31, 2024 was $69,776. The following table summarizes our options and warrant activity for the years ended July 31, 2025 and 2024: SCHEDULE OF OPTIONS AND WARRANTS ACTIVITY | | | July 31, 2025 | | | July 31, 2024 | | | | | | Number of | | | Weighted | | | Number of | | | Weighted | | | | | | Options and | | | Average | | | Options and | | | Average | | | | | | Warrants | | | Exercise Price | | | Warrants | | | Exercise Price | | | | Balance at beginning of year | | | 6,350,000 | | | $ | 0.21 | | | | 6,350,000 | | | $ | 0.24 | | | | Granted | | | - | | | | - | | | | 1,250,000 | | | | 0.07 | | | | Canceled | | | (1,500,000 | ) | | | 0.10 | | | | (1,250,000 | ) | | | 0.23 | | | | Expired | | | (2,600,000 | ) | | | 0.20 | | | | - | | | | - | | | | Balance at end of period | | | 2,250,000 | | | $ | 0.22 | | | | 6,350,000 | | | $ | 0.21 | | | | Options and warrants exercisable | | | 2,250,000 | | | $ | 0.22 | | | | 6,350,000 | | | $ | 0.21 | | | | F-16 | | **Summary of Restricted Stock Grants** During the years ended July 31, 2025 and 2024, we recorded compensation expense related to restricted stock grants of $1,575,211 and $55,661, respectively. The following table summarizes our restricted stock activity for the years ended July 31, 2025 and 2024: SCHEDULE OF RESTRICTED STOCK ACTIVITY | | | July 31, 2025 | | | July 31, 2024 | | | | Balance at beginning of period | | | 4,000,000 | | | | 2,282,031 | | | | Granted | | | 13,280,000 | | | | 3,100,000 | | | | Cancelled | | | (2,650,000 | ) | | | | | | | Released | | | (3,000,000 | ) | | | (1,382,031 | ) | | | Balance at end of period | | | 11,630,000 | | | | 4,000,000 | | | The grant date fair value of restricted stock awards during the years ended July 31, 2025 and 2024 was $1,834,444 and $172,518, respectively. **NOTE 10 - COMMON STOCK** On July 31, 2025 and July 31, 2024, we had 185,497,862 and 79,853,696 shares of common stock outstanding, respectively. We issued 105,644,166 unregistered shares of our common stock, of which 92,626,548 shares were issued for cash, 2,034,155 shares for a loan modification fee, 493,463 were issued for conversion of debt and related accrued interest, 1,160,000 shares were issued for services and 9,330,000 were issued for compensation during the twleve months ended July 31, 2025. During the fiscal year ended July 31, 2024, we issued 11,837,529 unregistered shares of our common stock, of which 5,500,000 shares were issued for cash, 3,385,154 shares were issued for the payment of accrued expenses, 1,282,031 were issued for compensation, 1,100,000 shares were issued for services, and 570,344 shares were issued for a loan modification fee. On August 25, 2024, we issued 1,000,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services. The shares were issued upon the vesting of shares from a restricted stock award dated August 25, 2024 at an estimated grant date fair value of $0.0675 per share on such date. On September 1, 2024, we issued 250,000 unregistered shares of our common stock to a consultant pursuant to the terms of a consulting agreement. The shares were issued upon the vesting of shares from a restricted stock award dated September 1, 2024, at an estimated grant date fair value of $0.035 per share on such date. On September 20, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On September 26, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On October 8, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements. On October 10, 2024, we completed multiple private placements of 3,500,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $350,000. We incurred no cost related to the private placements. | F-17 | | On October 18, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On October 19, 2024, we issued 500,000 shares of common stock to consultants pursuant to the terms of their consulting agreements entered on October 19, 2022. These shares were issued to the consultants at an estimated value of $0.033 per share. On October 21, 2024, we completed multiple private placements of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placements. On October 22, 2024, we completed multiple private placements of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placements. On October 24, 2024, we completed multiple private placements of 2,300,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $230,000. We incurred no cost related to the private placements. On October 25, 2024, we completed multiple private placements of 6,520,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $652,000. We incurred no cost related to the private placements. On October 25, 2024, we issued 281,240 unregistered shares of our common stock for settlement of accounts payables. The shares were issued at an agreed upon value of $0.10 per share. On October 29, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On October 29, 2024, we issued 1,000,000 unregistered shares of our common stock to the Chief Strategy Officer. The shares were issued to the officer at an estimated grant date fair value of $0.10 per share. On October 31, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On November 1, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On November 5, 2024, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On November 6, 2024, we completed a private placement of 200,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $20,000. We incurred no cost related to the private placement. | F-18 | | On November 11, 2024, we completed a private placement of 2,000,000 unregistered shares of our common stock at a price of $0.10 per share resulting in net proceeds to the Company of $200,000. We incurred no cost related to the private placement. On November 13, 2024, we issued 500,000 shares of common stock to a previous lender pursuant to a make-whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share. On November 19, 2024, we issued 60,000 unregistered shares of our common stock for settlement of accounts payables. The shares were issued at an agreed upon value of $0.14 per share. On December 1, 2024, we issued 250,000 shares of common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.09 per share. On December 1, 2024, we issued 2,000,000 unregistered shares of our common stock to the Chief Financial Officer. The shares were issued to the officer at an estimated grant date fair value of $0.09 per share. On December 5, 2024, we issued 2,000,000 shares of common stock to a consultant pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.119 per share. On December 20, 2024, we issued 500,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board at their resignation. The shares were issued as part of a settlement agreement at an estimated grant date at a fair value of $0.077 per share. On January 1, 2025, we issued 250,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.105 per share. On January 2, 2025, we issued 100,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.107 per share. On January 6, 2025, we completed a private placement of 909,091 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On January 15, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On January 20, 2025, we issued 150,000 shares of common stock to consultants pursuant to the terms of their consulting agreement. The shares were issued to the consultants at an estimated value of $0.135 per share. On January 24, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private placement. On January 26, 2025, we completed multiple private placements of 4,799,566 unregistered shares of our common stock at a price of $0.123 per share resulting in net proceeds to the Company of $590,200. We incurred no cost related to the private placements. On January 27, 2025, we completed multiple private placements of 2,587,300 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $326,000. We incurred no cost related to the private placements. On January 28, 2025, we completed multiple private placements of 6,793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $856,000. We incurred no cost related to the private placements. | F-19 | | On January 29, 2025, we completed multiple private placements of 9,813,056 unregistered shares of our common stock at a price of $0.125 per share resulting in net proceeds to the Company of $1,221,900. We incurred no cost related to the private placements. On January 30, 2025, we completed multiple private placements of 4,380,951 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $552,000. We incurred no cost related to the private placements. On January 31, 2025, we completed multiple private placements of 3,974,600 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $500,800. We incurred no cost related to the private placements. On February 3, 2025, we completed multiple private placements of 4,702,741 unregistered shares of our common stock at a price of $0.120 per share resulting in net proceeds to the Company of $562,000. We incurred no cost related to the private transaction. On February 4, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. On February 5, 2025, we completed a private placement of 3,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $378,000. We incurred no cost related to the private transaction. On February 6, 2025, we completed multiple private placements of 3,502,740 unregistered shares of our common stock at a price of $0.122 per share resulting in net proceeds to the Company of $426,800. We incurred no cost related to the private transaction. On February 7, 2025, we completed multiple private placements of 3,405,483 unregistered shares of our common stock at a price of $0.117 per share resulting in net proceeds to the Company of $400,000. We incurred no cost related to the private transaction. On February 10, 2025, we completed multiple private placements of 1,793,651 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $226,000. We incurred no cost related to the private transaction. On February 11, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $110,000. We incurred no cost related to the private transaction. On February 12, 2025, we completed a private placement of 454,545 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $50,000. We incurred no cost related to the private transaction. On February 14, 2025, we issued 750,000 shares of common stock to multiple consultants pursuant to the terms of their consulting agreements. These shares were issued to the consultants at an estimated value of $0.051 per share. On February 18, 2025, we completed multiple private placements of 2,500,000 unregistered shares of our common stock at a price of $0.113 per share resulting in net proceeds to the Company of $283,000. We incurred no cost related to the private transaction. On February 20, 2025, we completed a private placement of 793,651 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. | F-20 | | On February 21, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. On February 26, 2025, we completed a private placement of 1,590,909 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $175,000. We incurred no cost related to the private transaction. On February 26, 2025, we issued 790,794 shares of common stock to a previous lender pursuant to a make-whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share. On February 27, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. On March 1, 2025, we issued 250,000 shares of common stock to a consultant pursuant to the terms of their consulting agreements. These shares were issued to the consultants at an estimated value of $0.232 per share. On March 21, 2025, we completed a private placement of 1,136,364 unregistered shares of our common stock at a price of $0.11 per share resulting in net proceeds to the Company of $125,000. We incurred no cost related to the private transaction. On March 21, 2025, we issued 211,214 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On March 25, 2025, we issued 70,523 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On March 26, 2025, we issued 70,513 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On April 1, 2025, we issued 150,000 unregistered shares of our common stock to a consultant pursuant to the terms of a consulting agreement at an estimated grant date fair value of $0.234 per share on such date. On April 5, 2025, we issued 141,213 shares of common stock to multiple holders of our 5% Convertible Promissory Notes in exchange for the Note plus accrued interest through the conversion date. Under the terms of the Note, the shares were issued at a conversion price of $0.50 per share. On April 14, 2025, we completed a private placement of 793,650 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $100,000. We incurred no cost related to the private transaction. On April 17, 2025, we issued 500,000 unregistered shares of our common stock to the Chief Revenue Officer. The shares were issued to the officer at an estimated grant date fair value of $0.229 per share. On April 24, 2025, we issued 80,000 unregistered shares of our common stock to a member of our Board of Directors as compensation for serving on the Board and for providing certain other business advisory services at an estimated grant date fair value of $0.223 per share. On May 13, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. | F-21 | | On May 27, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. On May 28, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. On June 4, 2025, we completed a private placement of 1,000,000 unregistered shares of our common stock at a price of $0.126 per share resulting in net proceeds to the Company of $126,000. We incurred no cost related to the private transaction. On June 25, 2025, we issued 462,121 shares of common stock to a previous lender pursuant to a make-whole provision included as part of a loan modification fee. The shares were issued at an estimated value of $0.0665 per share. **** **NOTE 11 - RELATED PARTY TRANSACTIONS** The Company has periodically obtained loans from related parties, primarily shareholders for which there are no formal written commitment for continued support by shareholders or others. Amounts loaned primarily relate to amounts paid to vendors. The loans are considered temporary in nature and have not been formalized by any written agreement. As of July 31, 2025 and 2024, related parties were owed $2,339 and $30,925, respectively, which are included in Accounts payable and accrued expenses, related party on the consolidated balance sheets (See *Note 4 - Accounts Payable and Accrued Expenses*, *Related Party*). The amounts owed are payable on demand and carry no interest. The amounts and terms of the related party loans may not necessarily be indicative of the amounts and terms that would have been incurred had comparable transactions been entered into with independent third parties. For compensation after August 1, 2023, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the Contract CEO Agreement) with Platinum Equity Advisors, LLC (Platinum Equity), a related party, to provide the services of our CEO and Chairman of the Board of Directors. Platinum Equity Advisors, LLC is a related party, is our largest shareholder, and is owned 100% by the spouse of our CEO and Charman of our Board of Directors. At July 31, 2025 and 2024, we owed Platinum Equity $5,492 and $151,386, respectively, for amounts related to the Contract CEO Agreement. The amount owed is included in Accounts payable and accrued expenses, related party on the interim consolidated balance sheets (See *Note 4 - Accounts Payable and Accrued Expenses, Related Party*). On December 31, 2024, we issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $373,957 which included $51,283 of unamortized deferred financing costs (See *Note 6 Notes Payable, Related Party*). At July 31, 2025 all outstanding balances were paid off. The note, plus accrued interest, is due on December 12, 2024. At July 31, 2024, accrued but unpaid interest on the note was $5,583 (See *Note 4 Accounts Payable and Accrued Expenses*, *Related Party*). The amount and terms of the related party loan may not necessarily be indicative of the amount and terms that would have been incurred had comparable transactions been entered into with independent third parties. On June 12, 2024, the company issued a Promissory Note to Platinum Equity Advisors, LLC in the principal amount of $410,207 (See Note 6 Notes Payable, Related Party). The note, plus accrued interest, is due on December 12, 2024. At July 31, 2024, accrued but unpaid interest on the note was $5,583. For the fiscal year ending July 31, 2025, the Company recognized $57,006 in office rent expense included in Selling, general and administrative on our consolidated statements of operations related to a month-to-month sublease agreement with Blue Earth Resources, Inc. (BERI), an entity related to the Company through common management control for use of certain office space. | F-22 | | **** **NOTE 12 - COMMITMENTS AND CONTINGENCIES** **Litigation** As previously reported, on September 18, 2023, Apex Funding Source, LLC (Apex) filed a lawsuit in the Supreme Court of the State of New York, County of New York, alleging breach by Blue Earth Resources, Inc. (BERI) of a loan agreement and alleged failure to pay $4,705,900 in principal and interest to Apex when due. The suit names Scott M. Boruff, our CEO and Chairman of the Companys Board of Directors, Grasshopper Staffing, Inc., and Indeliving Holdings, Inc., as defendants in the suit. Apex alleges that Grasshopper Staffing, Inc. and IndeLiving Holdings, Inc. are each guarantors of the loan to BERI, which is an entity that has common management personnel with our Company. Our Company ceased using the Grasshopper Staffing, Inc. name years before the facts underlying the dispute arose, and IndeLiving Holdings, Inc. was a wholly-owned subsidiary of our Company that has been administratively dissolved. On April 18, 2024, Apex filed a motion seeking partial summary judgment against BERI and Mr. Boruff in the amount of $4,705,900, plus their actual and reasonable attorneys fees. Neither Grasshopper Staffing, Inc. nor IndeLiving Holdings, Inc. was included in the order granting partial summary judgment. In the event Apex attempts to enforce the alleged guarantees against our Company, which is not itself a named party to the proceedings, we believe we have valid defenses. In the judgment of the Companys management, even if the remaining actions were adversely determined, they would not be reasonably likely to have a direct or indirect material adverse effect on the Company because no remaining subsidiaries exist. Based on the disposition of the claims against BERI and Mr. Boruff summarized above, we do not expect to provide any further updates on this matter. Other than the foregoing, there are no material pending legal proceedings, other than ordinary routine litigation incidental to our business, to which we or any of our subsidiaries are a part or of which any of our property is the subject. **Operating Leases** The Company has lease agreements for certain personal and real property with initial lease terms of 12 months or less that are not recorded on the balance sheet. Our lease agreements do not include any significant renewal options. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. **Employment and Consulting Agreements** On January 31, 2024, we entered into a Non-Employee Chief Executive Officer Engagement Agreement (the Contract CEO Agreement) with Platinum Equity Advisors, LLC (Platinum) to provide the services of Scott M. Boruff as Chief Executive Officer and Chairman of the Board of Directors of the Company for a term of three (3) years. Effective as of August 1, 2023, the Company shall pay Platinum an annual base fee of $102,000. The initial base fee is intended to compensate Platinum for a time commitment of up to 1/3 of the CEOs time, attention, skill and best efforts to the Company. At the discretion of the Board of Directors, the base fee may be increased to a maximum annual amount of $306,000 to better reflect the value of any future increases in the CEOs time commitment to the Company. Effective August 1, 2024, the board set the base fee at $240,000 annually. If the Contract CEO Agreement is terminated by us without cause or by Platinum for good reason, we are obligated to pay Platinum severance equal to three (3) months base fee and any other earned but unpaid compensation. In addition, if at any time during the term of the Contract CEO Agreement Platinum is terminated by us without cause within two years after a Change in Control of our company, or in the 90 days prior the Change in Control at the request of the acquiror, we are obligated to pay Platinum an amount equal to 2.99 times the annual base fee. Change in Control is defined in the Contract CEO Agreement to mean the acquisition by any person of beneficial ownership of our securities representing greater than 50% of the combined voting power of our then outstanding voting securities. Platinum is eligible for equity awards and other benefits as approved by the Board of Directors. On January 29, 2025, the agreement was updated, and the executive became entitled to a 5% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer. On October 1, 2025, the annual compensation was increased to $315,000. On January 31, 2024, in connection with the appointment of Susan A. Reyes, MD as Chief Medical Officer of the Company, the Company and Dr. Reyes entered into an employment agreement (the Reyes Employment Agreement) with an initial term of Three (3) years. Effective as of August 1, 2023, the Company shall pay Dr. Reyes a base salary at the rate of $24,000 per annum. The initial base salary is intended to compensate Dr. Reyes for a fractional devotion of her time, attention, skill and best efforts to the Company. At the discretion of the Chief Executive Officer, the base salary may be increased to a maximum annual amount of $92,000 to better reflect the value of any future increases in Dr. Reyes time commitment to the Company. In the event Dr. Reyes employment with the Company is terminated without cause, Dr. Reyes shall be entitled to a severance payment equal to her currently in effect base salary for one (1) full year. If Dr. Reyes is terminated without cause within two (2) years of a change in control upon request of the acquiror, Dr. Reyes shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary she is then earning. In addition, Dr. Reyes is eligible for equity awards and other benefits as approved by the Board of Directors. | F-23 | | On January 1, 2025, we entered into a Non-Employee President & Chief Strategy Officer Engagement Agreement with All Things New Ventures, LLC to engage Dustin M. Hillis to provide the services of President & Chief Strategy Officer to the Company for a term of Three (3) years. The Company shall pay Mr. Hillis an annual base fee of $100,000, to be paid in equal monthly payments. In addition to the base fee, Mr. Hillis will be paid a commission on certain new and recurring business sales. In the event Mr. Hillis employment with the Company is terminated without cause, Mr. Hillis shall be entitled to a severance payment equal to his currently in effect base salary plus overrides for one (1) full year. If Mr. Hillis is terminated without cause within two (2) years of a change in control upon request of the acquiror, Mr. Hillis shall be entitled to a severance payment in an amount equal to 2.99 times the annualized base salary plus overrides he is then earning. In addition, Mr. Hillis is eligible for equity awards and other benefits as approved by the Board of Directors. Mr. Hillis became entitled to a 5% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer. A First Amendment was signed effective April 1, 2025, and the annual base fee was increased to $150,000 paid in equal monthly payments. On October 1, 2025, the annual compensation was increased to $225,000. Effective as of October 1, 2024, Timothy R. Brady was appointed by the Board of Directors (the Board) of SafeSpace Global Corporation to the position of Chief Financial Officer. Mr. Brady initially served as our Chief Financial Officer on a fractional basis and commenced service as Chief Financial Officer on a full-time basis as of December 1, 2024. In connection with the commencement of his full-time service to the Company in December, the Company entered into a Non-Employee Chief Financial Officer Engagement Agreement dated December 1, 2024. Pursuant to the agreement, Mr. Brady is entitled to an initial monthly base salary of $10,000 and received 2,000,000 shares of the Companys common stock. The Board or its compensation committee may grant Mr. Brady other long-term incentive awards in the form of equity awards, cash incentives or otherwise, from time to time and in the discretion of the Board or its committee. Mr. Brady is also entitled to a 2% override on any and all Company sales, including initial sales and subsequent recurring sales. No overrides will be considered earned by the Company until the amount is collected from the customer. The Company has agreed to pay Mr. Brady an annual bonus subject to achievement by the Company of Board-established corporate goals and to recognized other achievements by the Company or Mr. Brady during the year. Mr. Brady is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements. A First Amendment was signed effective April 1, 2025, and the monthly base salary was increased to $12,500. At the discretion of the Board of Directors, Executives Base Fee may be increased. On October 1, 2025, the annual compensation was increased to $225,000. On April 10, 2025, we appointed Mr. Anand Ijju, as our Chief Technology Officer (CTO). Mr. Ijjus employment with the Company will begin on May 1, 2025. Mr. Ijju entered into a three-year agreement with the Company. As compensation, the Company agreed to pay Mr. Ijju an annual salary of $150,000 and Mr. Ijju is entitled to discretionary bonuses as may be awarded from time to time by the Companys Board of Directors. As additional compensation the Company granted Mr. Ijju a stock grant of 500,000 shares of the Companys common stock. The stock grant shall be non-qualified and shall become vested annually over three years beginning on May 1, 2026. Mr. Ijju is entitled to participate in any employee benefit plans, programs and arrangements of the Company in effect during the engagement period which are generally available to other senior executives of the Company (including, without limitation, group medical insurance plans, life insurance plans, and 401(k) plans), subject to and on a consistent basis with the terms, conditions and overall administration of such plans, programs and arrangements. On April 17, 2025, we appointed Mr. Theo Davies, as our Chief Revenue Officer (CRO), effective immediately. Mr. Davies was previously our Chief Commercial Officer. As compensation, the Company agreed to pay Mr. Davies an annual salary of $150,000 and Mr. Davies is entitled to discretionary bonuses as may be awarded from time to time by the Companys Board of Directors. As additional compensation the Company granted Mr. Davies a stock grant of 500,000 shares of the Companys common stock, which vested immediately. Mr. Davies will also receive an annual health insurance benefit allowance of $1,800. In addition, Mr. Davies shall be paid a 2.0% commission on the gross amount of any and all Company domestic revenue and 5.0% commission on the gross amount of any and all Company international revenue, the 5% commission will be reduced to 2%, when Mr. Davies finds his replacement. **NOTE 13 - SUBSEQUENT EVENTS** We evaluate subsequent events and transactions that occur after the balance sheet date for the period presented and up to the issuance date of the financial statements. Based on our review, we did not identify any subsequent events other than those listed above that would require adjustment to or disclosure in the consolidated financial statements. | F-24 | | ****