What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2020-11-16 compared with 2019-10-23 · 949 added, 410 removed, 29 unchanged (98% of the section changed)

An investment in our common stock is

highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss.

carefully consider the following risk factors, together with the other information in this report, including our financial statements

and the related notes, before you decide to buy our common stock.

If any of the following risks actually occurs, then our business,

financial condition or results of operations could be materially adversely affected, the trading of our common stock could decline,

and you may lose all or part of your investment therein.

An investment in

our common stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete

You should carefully consider the following risk factors, together with the other information in this report, including our

financial statements and the related notes, before you decide to buy our common stock.

If any of the following risks actually occurs,

then our business, financial condition or results of operations could be materially adversely affected, the trading of our common

stock could decline, and you may lose all or part of your investment therein.

Risks Relating to our Business

Our success depends on the viability

of our business model, which is unproven and may be unfeasible.

Our revenue and income potential are unproven, and the business

model of Odyssey is new.

Our new business model is based on a variety of assumptions based on a growing trend in the Health Care

Systems in the United States and many other countries, where we are seeing a movement towards preventative medicine that is directly

decreasing general health care costs.

The CardioMap®, through its screening and predictive values, is a tool that might be

implemented in this preventative approach.

Considering heart disease-caused deaths are still the number one cause of death and

one of the most important health care costs factors, the CardioMap®

device has potential value in any medical practice.

cleared, it could be an ideal device allowing insurance companies to cut costs through early diagnostic and preventative care.

The Company is

a development stage company with little operating history, a history of losses and the company cannot assure profitability.

The Company has been

incurring operating losses and cash flow deficits since the inception of such operations.

The Company’s lack of operating

history, and the lack of historical pro forma combined financial information for the Company, makes it difficult for investors

to evaluate the Company’s prospects for success.

Prospective investors should consider the risks and difficulties the Company

might encounter, especially given the Company’s lack of an operating history or historical pro forma combined financial information.

There is no assurance that the Company will be successful, and the likelihood of success must be considered in light of its relatively

early stage of operations.

As the Company has not begun to generate revenue, it is extremely difficult to make accurate predictions

and forecasts of its finances.

There is no guarantee that the Company’s products or services will be attractive to potential

Substantial doubt

about the Company’s ability to continue as a going concern.

The Company is in the

development stage and is currently seeking additional capital, mergers, acquisitions, joint ventures, partnerships and other business

arrangements to expand its product offerings and grow its revenue.

The Company’s ability to continue as a going concern is

dependent upon its ability in the future to grow its revenue and achieve profitable operations and, in the meantime, to obtain

the necessary financing to meet its obligations and repay its liabilities when they become due.

External financing, predominantly

by the issuance of equity and debt, will be sought to finance the operations of the Company;

however, there can be no certainty

that such funds will be available at terms acceptable to the Company.

These conditions indicate the existence of material uncertainties

that may cast significant doubt about the Company’s ability to continue as a going concern.

We have not generated

any revenue or profit from operations since our inception.

We expect that our operating expenses will increase over the next twelve

months in order to continue our development activities.

Based on our average monthly expenses and current burn rate, we estimate

that our cash on hand will not be able to support our operations through the balance of this calendar year.

This amount could increase

if we encounter difficulties that we cannot anticipate at this time or if we acquire other businesses.

Should this amount not be

sufficient to support our continuing operations, we do not expect to be able to raise any additional capital through debt financing

from traditional lending sources since we are not currently generating a profit from operations.

Therefore, we only expect to raise

money through equity financing via the sale of our common stock or equity-linked securities such as convertible debt.

We are currently

in discussions with a number of institutional investors who could provide the capital required for our ongoing operations.

cannot raise the money that we need in order to continue to operate our business beyond the period indicated above, we will be

forced to delay, scale back or eliminate some or all of our proposed operations.

If any of these were to occur, there is a substantial

risk that our business would fail.

If we are unsuccessful in raising additional financing, we may need to curtail, discontinue,

or cease operations.

The Company had

negative cash flow for the fiscal year ended July 31, 2020

The Company had negative

operating cash flow for the fiscal year ended July 31, 2020.

To the extent that the Company has negative operating cash flow in

future periods, it may need to allocate a portion of its cash reserves to fund such negative cash flow.

The Company may also be

required to raise additional funds through the issuance of equity or debt securities.

There can be no assurance that the Company

will be able to generate a positive cash flow from its operations, that additional capital or other types of financing will be

available when needed or that these financings will be on terms favorable to the Company.

The Company’s actual financial

position and results of operations may differ materially from the expectations of the Company’s management.

The Company’s

actual financial position and results of operations may differ materially from management’s expectations.

The Company has experienced

some changes in its operating plans and certain delays in its plans.

As a result, the Company’s revenue, net income and cash

flow may differ materially from the Company’s projected revenue, net income and cash flow.

The process for estimating the

Company’s revenue, net income and cash flow requires the use of estimates and assumptions.

These estimates and assumptions

may be revised as additional information becomes available and as additional analyses are performed.

In addition, the assumptions

used in planning may not prove to be accurate, and other factors may affect the Company’s financial condition or results

of operations.

The Company expects

to incur significant ongoing costs and obligations related to its investment in infrastructure and growth and for regulatory compliance,

which could have a material adverse impact on the Company’s results of operations, financial condition and cash flows.

addition, future changes in regulations, more vigorous enforcement thereof or other unanticipated events could require extensive

changes to the Company’s operations, increased compliance costs or give rise to material liabilities, which could have a

material adverse effect on the business, results of operations and financial condition of the Company.

Our efforts to grow our

business may be costlier than we expect, and we may not be able to increase our revenue enough to offset our higher operating expenses.

We may incur significant losses in the future for a number of reasons, including unforeseen expenses, difficulties, complications

and delays, and other unknown events.

If we are unable to achieve and sustain profitability, the market price of our Common Shares

may significantly decrease.

Our success depends

on the viability of our business model, which is unproven and may be unfeasible.

Our revenue and income

potential are unproven, and the business model of Odyssey is new.

Our new business model is based on a variety of assumptions based

on a growing trend in the health care systems in the United States and many other countries, where we are seeing a movement towards

preventative medicine that is directly decreasing general health care costs.

The CardioMap®, through its screening and predictive

values, is a tool that might be implemented in this preventative approach.

Considering heart disease-caused deaths are still the

number one cause of death and one of the most important health care costs factors, the CardioMap®

device has potential value

in any medical practice.

Once cleared, it could be an ideal device, allowing insurance companies to cut costs through early diagnostic

and preventative care.

These assumptions may not reflect the business and market conditions we actually face.

As a result, our operating results could

differ materially from those projected under our business model, and our business model may prove to be unprofitable.

The Save a Life choking rescue device is in the early prototype

stage and is un-proven for commercial use.

Further development is required, and the final product will require FDA clearance.

The drug compound being developed by Prevacus under the joint

venture with the Company is in its early stage.

The drug will require extensive testing and clinical trials before it is commercialized.

As a result, our

operating results could differ materially from those projected under our business model, and our business model may prove to be

unprofitable.

The Save a Life choking

rescue device is in the early development stage and is un-proven for commercial use.

Further development is required, and the final

product will require FDA clearance.

The drug compound being

developed by Prevacus under the joint venture with the Company is in its early stage.

The drug will require extensive testing and

clinical trials before it is commercialized.

There is no guarantee that the drug will be approved for commercial use.

Our limited operating history creates

substantial uncertainty about future results.

Our limited operating

history creates substantial uncertainty about future results.

We have limited operating

9 unchanged sentences

develop, enhance, promote and carefully manage our corporate identity.

Our business will suffer if we are unable

to accomplish these and other important business objectives.

We are uncertain as to when, or whether, we will fully implement our

contemplated business plan and strategy or become profitable.

Our business will suffer

if we are unable to accomplish these and other important business objectives.

We are uncertain as to when, or whether, we will

fully implement our contemplated business plan and strategy or become profitable.

See Note 10 of the Notes to the Financial Statements.

We may have difficulty raising additional capital, which

could deprive us of the resources necessary to implement our business plan, which would adversely affect our business, results

of operation and financial condition.

We expect to continue devoting significant

capital resources to fund research and development and marketing.

In order to support the initiatives envisioned in our business

plan, we will need to raise additional funds through the sale of assets, public or private debt or equity financing, collaborative

relationships or other arrangements.

If our operations expand faster or at a higher rate than currently anticipated, we may require

additional capital sooner than we expect.

We are unable to provide any assurance or guarantee that additional capital will be available

when needed by our company or that such capital will be available under terms acceptable to our company or on a timely basis.

Our ability to raise additional financing

depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the

development or prospects for development of competitive products by others.

Because our common stock is not listed on a major stock

market, many investors may not be willing or allowed to purchase it or may demand steep discounts.

If additional funds are raised

through the issuance of equity, convertible debt or similar securities of our company, the percentage of ownership of our company

by our company’s stockholders will be reduced, our company’s stockholders may experience additional dilution upon conversion,

and such securities may have rights or preferences senior to those of our common stock.

The preferential rights granted to the

providers of such additional financing may include preferential rights to payments of dividends, super voting rights, a liquidation

preference, protective provisions preventing certain corporate actions without the consent of the fund providers, or a combination

We are unable to provide any assurance that additional financing will be available on terms favorable to us or at all.

If adequate funds are not available

or are not available on acceptable terms, our ability to fund our expansion, take advantage of potential opportunities, would be

limited significantly.

We may have difficulty

raising additional capital, which could deprive us of the resources necessary to implement our business plan, which would adversely

affect our business, results of operation and financial condition.

We expect to continue

devoting significant capital resources to fund research and development and marketing.

In order to support the initiatives envisioned

in our business plan, we will need to raise additional funds through the sale of assets, public or private debt or equity financing,

collaborative relationships or other arrangements.

If our operations expand faster or at a higher rate than currently anticipated,

we may require additional capital sooner than we expect.

We are unable to provide any assurance or guarantee that additional capital

will be available when needed by our company or that such capital will be available under terms acceptable to our company or on

a timely basis.

Our ability to raise

additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our

common stock and the development or prospects for development of competitive products by others.

Because our common stock is not

listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts.

If additional

funds are raised through the issuance of equity, convertible debt or similar securities of our company, the percentage of ownership

of our company by our company’s stockholders will be reduced, our company’s stockholders may experience additional

dilution upon conversion, and such securities may have rights or preferences senior to those of our common stock.

The preferential

rights granted to the providers of such additional financing may include preferential rights to payments of dividends, super voting

rights, a liquidation preference, protective provisions preventing certain corporate actions without the consent of the fund providers,

or a combination thereof.

We are unable to provide any assurance that additional financing will be available on terms favorable

to us or at all.

If adequate funds are

not available or are not available on acceptable terms, our ability to fund our expansion, take advantage of potential opportunities,

would be limited significantly.

We will also scale back or delay implementation of research and development of new products.

Thus, the unavailability

of capital could harm substantially our business, results of operations and financial condition.

The capital requirements necessary to implement our business

plan initiatives could pose additional risks to our business and stockholders.

We require additional debt or equity financing

to implement our business plan and marketing strategy.

Since the terms and availability of such financing depend to a large degree

on general economic conditions and third parties over which we have no control, we can give no assurance that we will obtain the

needed financing or that we will obtain such financing on attractive terms.

In addition, our ability to obtain financing depends

on a number of other factors, many of which also are beyond our control, such as interest rates and national and local economic

If the cost of obtaining needed financing is too high or the terms of such financing otherwise are unacceptable in

relation to the strategic opportunity we are presented with, then we may decide to forego that opportunity.

Additional indebtedness

could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand competitive

the unavailability of capital could substantially harm our business, results of operations and financial condition.

The capital requirements

necessary to implement our business plan initiatives could pose additional risks to our business and stockholders.

We require additional

debt or equity financing to implement our business plan and marketing strategy.

Since the terms and availability of such financing

depend, to a large degree, on general economic conditions and third parties over which we have no control, we can give no assurance

that we will obtain the needed financing or that we will obtain such financing on attractive terms.

In addition, our ability to

obtain financing depends on a number of other factors, many of which also are beyond our control, such as interest rates and national

and local economic conditions.

If the cost of obtaining needed financing is too high or the terms of such financing are otherwise

unacceptable in relation to the strategic opportunity we are presented with, then we may decide to forego that opportunity.

indebtedness could increase our leverage and make us more vulnerable to economic downturns and may limit our ability to withstand

competitive pressures.

Additional equity financing could result in dilution to our stockholders.

Failure to implement our business

strategy could adversely affect our operations.

Our financial position, liquidity and results

of operations depend on our management’s ability to execute our business strategy.

Key factors involved in the execution

of the business strategy include:

obtaining the required regulatory clearances from the FDA;

Failure to implement

our business strategy could adversely affect our operations.

Our financial position,

liquidity and results of operations depend on our management’s ability to execute our business strategy.

Key factors involved

in the execution of the business strategy include:

successful sales through indirect sales distribution;

achieving the desired cost of goods on inventory;

continued investment in technology to support operating efficiency;

continued access to significant funding and liquidity sources.

Our failure or inability to execute any

element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

Our inability to attract, train and

retain additional qualified personnel may harm our business and impede the implementation of our business strategy.

We need to attract, integrate, motivate and retain a significant

number of additional personnel in 2019 and beyond.

Competition for these individuals in our industry and geographic region is intense,

and we may be unable to attract, assimilate or retain such highly qualified personnel in the future.

Our business cannot continue

to grow if we are unable to attract such qualified personnel.

Our failure to attract and retain highly trained personnel that are

essential to our business may limit our growth rate, which would harm our business and impede the implementation of our business

Our failure to defend the Company

from infringement litigation.

The Company could be subject to potential

infringement actions.

The Company's business is "Patent intensive", requiring the Company to constantly search for patented

technologies that are not already used by competitors.

Any claims for infringement, with or without merit and whether based on

allegations that its technology or its intellectual property claims infringe upon the rights of others, could subject the Company

to costly litigation and the diversion of financial and human resources, regardless of the ultimate resolution of the claim.

these claims are successful, the Company may be required to modify its products or services and pay financial damages or to attempt

to negotiate with third parties for licensing.

Our inability to maintain sufficient

product liability insurance.

The Company may incur product liability

for products sold through its distribution chain.

Consumers may sue if products sold through its distribution chain or are purchased

through the Company-operated websites are defective or injure the user.

This type of claim could require the Company to spend significant

time and money in litigation or to pay significant damages.

At this time the Company carries no product liability insurance.

a result, any legal claims, whether or not successful, could seriously damage its reputation and business.

Our products are subject to substantial

federal and state regulations.

The Company's research and development activities

and the manufacturing and marketing of the Company's products are subject to the laws, regulations, and guidelines and, in some

cases, regulatory approvals of governmental authorities in the United States and other countries in which the products are or will

Specifically, in the United States, the FDA regulates, among other areas, new medical device approvals, prescription

drugs and clinical trials of new products and to establish the proper labeling, safety and efficacy of these products and the accuracy

of certain marketing claims.

We anticipate significant growth in our business, and

any inability to manage such growth could harm our business.

Our success will depend, in part, on our

ability to manage effectively our growth and expansion.

We plan to expand our business significantly.

Any growth in or expansion

of our business is likely to continue to place a significant strain on our management and administrative resources, infrastructure

In order to succeed, we will need to continue to implement management information systems and improve our operating,

administrative, financial and accounting systems and controls.

We also will need to train new employees and maintain close coordination

among our executive, accounting, finance and operations organizations.

These processes are time consuming and expensive, will increase

management responsibilities and will divert management attention.

Our inability or failure to manage our growth and expansion effectively

could harm substantially our business and adversely affect our operating results and financial condition.

Our inability to retain and properly insure against the

loss of the services of our executive officers and other key personnel may harm our business and impede the implementation of our

business strategy.

Our future success depends significantly

on the skills and efforts of Joseph Michael Redmond, President, CEO and Director and possibly other key personnel.

the services of any of these individuals could harm our business and operations.

In addition, we have not obtained key person life

insurance on any of our key employees.

If any of our executive officers or key employees left or was seriously injured and unable

to work and we were unable to find a qualified replacement and/or to obtain adequate compensation for such loss, we may be unable

to manage our business, which could harm our operating results and financial condition.

Our inability to attract, train and retain additional

qualified personnel may harm our business and impede the implementation of our business strategy.

Once our business begins to grow, we will

need to attract, integrate, motivate and retain a significant number of additional administrative and sales personnel.

for these individuals in our industry and geographic region is intense, and we may be unable to attract, assimilate or retain such

highly qualified personnel in the future.

achieving the desired cost of goods on inventory

obtaining the required regulatory clearances from the FDA;

Our failure or inability

to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results

of operations.

Our inability

to attract, train and retain additional qualified personnel may harm our business and impede the implementation of our business

We need to attract,

integrate, motivate and retain a significant number of additional personnel in 2020 and beyond.

Competition for these individuals

in our industry and geographic region is intense, and we may be unable to attract, assimilate or retain such highly qualified personnel

in the future.

Our business cannot continue to grow if we are unable to attract such qualified personnel.

Our failure to attract and retain highly trained personnel that are essential to our business may limit our growth rate, which

would harm our business and impede the implementation of our business strategy.

We may indemnify our directors and officers against liability

to us and our stockholders, and such indemnification could increase our operating costs.

Our bylaws allow us to indemnify our directors

and officers against claims associated with carrying out the duties of their offices.

Our bylaws also allow us to reimburse them

for the costs of certain legal defenses.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may

be permitted to our directors, officers or control persons, we have been advised by the SEC that such indemnification is against

public policy and is therefore unenforceable.

Since our directors and officers are aware

that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required

by law to properly carry out such duties, which could increase our operating costs.

Further, if our directors and officers file

a claim against us for indemnification, the associated expenses also could increase our operating costs.

There are substantial inherent risks in attempting to

commercialize newly developed products, and, as a result, we may not be able to successfully develop new products.

The Company plans to conduct research and

development of products in the health and wellness field.

However, commercial feasibility and acceptance of such product candidates

Scientific research and development requires significant amounts of capital and takes an extremely long time to reach

commercial viability, if at all.

During the research and development process, we may experience technological barriers that we

may be unable to overcome.

Because of these uncertainties, it is possible that some of our future product candidates never will

be successfully developed.

If we are unable to successfully develop new products, we may be unable to generate new revenue sources

or build a sustainable or profitable business.

We will need to achieve commercial acceptance of our products

to generate revenues and achieve profitability.

Superior competitive products may be introduced,

or customer needs may change, which would diminish or extinguish the uses for our products.

We cannot predict when significant

commercial market acceptance for our products will develop, if at all, and we cannot reliably estimate the projected size of any

such potential market.

If markets fail to accept our products, then we may not be able to generate revenues from them.

growth and achievement of profitability will depend substantially on our ability to introduce new products accepted by customers.

If we are unable to cost-effectively achieve acceptance of our products by customers, or if our products do not achieve wide market

acceptance, then our business will be materially and adversely affected.

We expect to rely on third parties for the worldwide marketing

and distribution of our product candidates, who may not be successful in selling our products.

We currently do not have adequate resources

to market and distribute any of our products worldwide and expect to engage third party marketing and distribution companies to

perform these tasks.

While we believe that distribution partners will be available, we cannot assure you that the distribution

partners, if any, will succeed in marketing our products on a global basis.

We may not be able to maintain satisfactory arrangements

with our marketing and distribution partners, who may not devote adequate resources to selling our products.

If this happens, we

may not be able to successfully market our products, which would decrease or eliminate our ability to generate revenues.

Our products may be displaced by superior products developed

by third parties.

The health and wellness industry is constantly

undergoing rapid and significant change.

Third parties may succeed in developing or marketing products that are more effective

than those developed or marketed by us or that would make our products obsolete or non-competitive.

Additionally, researchers could

develop new procedures and medications that replace or reduce the use of our products.

Accordingly, our success will depend, in

part, on our ability to respond quickly to medical and technological changes through the development and introduction of new products.

Our failure to attract

and retain highly trained personnel that are essential to our business may limit our growth rate, which would harm our business

and impede the implementation of our business strategy.

The Company may

be unable to adequately protect its proprietary and intellectual property rights.

The Company’s

ability to compete may depend on the superiority, uniqueness and value of any intellectual property and technology that it may

develop in the future.

The Company intends to protect its proprietary rights by relying on a combination of patent, trademark,

copyright and trade secret laws, confidentiality agreements with its employees and third parties, and protective contractual provisions.

Despite these efforts, any of the following occurrences may reduce the value of any of the Company’s intellectual property:

the market for the Company’s products

and services may depend to a significant extent upon the goodwill associated with its trademarks and trade names, and its ability

to register its intellectual property under U.S.

federal and state law.

patents in the medical device industry

involve complex legal and scientific questions and patent protection may not be available for some or any products.

the Company’s applications for trademarks

and copyrights relating to its business may not be granted and, if granted, may be challenged or invalidated.

issued patents, trademarks and registered

copyrights may not provide the Company with competitive advantages.

the Company’s efforts to protect

its intellectual property rights may not be effective in preventing misappropriation of any its products or intellectual property.

the Company’s efforts may not prevent

the development and design by others of products similar to, competitive with, or superior to those the Company develops.

another party may obtain a blocking patent

and the Company would need to either obtain a license or design around the patent in order to continue to offer the contested feature

or service in its products.

the expiration of patent or other intellectual

property protections for any assets owned by the Company could result in significant competition, potentially at any time and without

notice, resulting in a significant reduction in sales.

The effect of the loss of these protections on the Company and its financial

results will depend, among other things, upon the nature of the market and the position of the Company’s products in the

market from time to time, the growth of the market, the complexities and economics of manufacturing a competitive product and regulatory

approval requirements but the impact could be material and adverse.

The Company may be forced to litigate to defend its intellectual

property rights, or to defend against claims by third parties against the Company relating to intellectual property rights.

We may not be

able to protect intellectual property that we hope to acquire, which could adversely affect our business.

The companies that

we hope to acquire may rely on patent, trademark, trade secret, and copyright protection to protect their technology.

that technological leadership can be achieved through additional factors such as the technological and creative skills of our personnel,

new product developments, frequent product enhancements, name recognition, and reliable product maintenance.

Nevertheless, our

ability to compete effectively depends in part on our ability to develop and maintain proprietary aspects of our technology, such

We may not secure future patents;

and patents that we may secure may become invalid or may not provide meaningful protection

for our product innovations.

In addition, the laws of some foreign countries do not protect intellectual property rights to the

same extent as the United States.

Furthermore, there can be no assurance that competitors will not independently develop similar

products, "reverse engineer"

our products, or, if patents are issued to us, design around such patents.

We also expect

to rely upon a combination of copyright, trademark, trade secret, and other intellectual property laws to protect our proprietary

rights by entering into confidentiality agreements with our employees, consultants, and vendors, and by controlling access to and

distribution of our technology, documentation and other proprietary information.

There can be no assurance, however, that the steps

to be taken by us will not be challenged, invalidated, or circumvented, or that the rights granted thereunder will provide a competitive

advantage to us.

Any such circumstance could have a material adverse effect on our business, financial condition and results of

While we are not currently engaged in any intellectual property litigation or proceedings, there can be no assurance

that we will not become so involved in the future or that our products do not infringe any intellectual property or other proprietary

right of any third party.

Such litigation could result in substantial costs, the diversion of resources and personnel, and significant

liabilities to third parties, any of which could have a material adverse effect on our business.

We may not be

able to protect our trade names and domain names.

We may not be able

to protect our trade names and domain names against all infringers, which could decrease the value of our brand name and proprietary

We currently hold the Internet domain name Odyssey Group International, Inc.

Domain names are generally regulated by Internet

regulatory bodies, are subject to change, and, in some cases, may be superseded, in some cases by-laws, rules and regulations governing

the registration of trade names and trademarks with the United States Patent and Trademark Office as well as ascertain other common

If the domain registrars are changed, if new ones are created, or if we are deemed to be infringing upon another's

trade name or trademark, we may be unable to prevent third parties from acquiring or using, as the case may be, our domain name,

trade names or trademarks, which could adversely affect our brand name and other proprietary rights.

The Company may

be forced to litigate to enforce or defend its intellectual property rights, to protect its trade secrets or to determine the validity

and scope of other parties’

proprietary rights.

Any such litigation

could be very costly and could distract management from focusing on operating the Company’s business.

The existence and/or

outcome of any such litigation could harm the Company’s business.

The Company may become subject to litigation, including

for possible product liability claims, which may have a material adverse effect on the Company’s reputation, business, results

from operations, and financial condition.

The Company may be named as a defendant in a lawsuit or regulatory action.

may also incur uninsured losses for liabilities which arise in the ordinary course of business, or which are unforeseen, including,

but not limited to, employment liability and business loss claims.

Any such losses could have a material adverse effect on the

Company’s business, results of operations, sales, cash flow or financial condition.

Further, the administration of medical

substances to humans can result in product liability claims by consumers.

Product liability claims can be expensive, difficult

to defend and may result in large judgments or settlements against the Company.

The Company may not be able to obtain or maintain

adequate insurance or other protection against potential liabilities arising from product sales.

Product liability claims could

also result in negative perception of the Company’s products or other reputational damage which could have a material adverse

effect on the Company’s business, results of operations, sales, cash flow or financial condition.

We may fail to

defend the Company from infringement litigation.

The Company could be

subject to potential infringement actions.

The Company's business is "Patent intensive,"

requiring the Company to constantly

search for patented technologies that are not already used by competitors.

Any claims for infringement, with or without merit and

whether based on allegations that its technology or its intellectual property claims infringe upon the rights of others, could

subject the Company to costly litigation and the diversion of financial and human resources, regardless of the ultimate resolution

of the claim.

If these claims are successful, the Company may be required to modify its products or services and pay financial

damages or to attempt to negotiate with third parties for licensing.

The Company may

be unable to maintain sufficient product liability insurance.

The Company may incur

product liability for products sold through its distribution chain.

Consumers may sue if products sold through its distribution

chain or purchased through the Company-operated websites are defective or injure the user.

This type of claim could require the

Company to spend significant time and money in litigation or to pay significant damages.

At this time, the Company carries no product

liability insurance.

As a result, any legal claims, whether or not successful, could seriously damage our reputation and business.

are subject to substantial federal and state regulations.

The Company's research

and development activities and the manufacturing and marketing of the Company's products are subject to the laws, regulations,

and guidelines and, in some cases, regulatory approvals of governmental authorities in the United States and other countries in

which the products are or will be marketed.

Specifically, in the United States, the FDA regulates, among other areas, new medical

device approvals, prescription drugs and clinical trials of new products and establishes the proper labeling, safety and efficacy

of these products and the accuracy of certain marketing claims.

We anticipate

significant growth in our business, and any inability to manage such growth could harm our business.

Our success will depend,

in part, on our ability to effectively manage our growth and expansion.

We plan to expand our business significantly.

in, or expansion of, our business is likely to continue to place a significant strain on our management and administrative resources,

infrastructure and systems.

In order to succeed, we will need to continue to implement management information systems and improve

our operating, administrative, financial and accounting systems and controls.

We will also need to train new employees and maintain

close coordination among our executive, accounting, finance and operations organizations.

These processes are time consuming and

expensive, will increase management responsibilities and will divert management attention.

Our inability or failure to manage our

growth and expansion effectively could substantially harm our business and adversely affect our operating results and financial

Our inability

to retain and properly insure against the loss of the services of our executive officer and other key personnel may harm our business

and impede the implementation of our business strategy.

Our future success

depends significantly on the skills and efforts of Joseph Michael Redmond, President, CEO and Director and possibly other key personnel.

The loss of the services of any of these individuals could harm our business and operations.

In addition, we have not obtained

key person life insurance on any of our key employees.

If any of our executive officers or key employees left or was seriously

injured and unable to work and we were unable to find a qualified replacement and/or to obtain adequate compensation for such loss,

we may be unable to manage our business, which could harm our operating results and financial condition.

Our inability

to attract, train and retain additional qualified personnel may harm our business and impede the implementation of our business

Once our business begins

to grow, we will need to attract, integrate, motivate and retain a significant number of additional administrative and sales personnel.

Competition for these individuals in our industry and geographic region is intense, and we may be unable to attract, assimilate

or retain such highly qualified personnel in the future.

Our business cannot continue to grow if we are unable to attract such

qualified personnel.

Our failure to attract and retain highly trained personnel that are essential to our business may limit our

growth rate, which would harm our business and impede the implementation of our business strategy.

We may indemnify

our directors and officers against liability to us and our stockholders, and such indemnification could increase our operating

Our bylaws allow us

to indemnify our directors and officers against claims associated with carrying out the duties of their offices.

Our bylaws also

allow us to reimburse them for the costs of certain legal defenses.

Insofar as indemnification for liabilities arising under the

Securities Act of 1933 may be permitted to our directors, officers or control persons, we have been advised by the SEC that such

indemnification is against public policy and is therefore unenforceable.

Since our directors and officers are aware that they may

be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to

properly carry out such duties, which could increase our operating costs.

Further, if our directors and officers file a claim against

us for indemnification, the associated expenses also could increase our operating costs.

There are substantial

inherent risks in attempting to commercialize newly developed products, and, as a result, we may not be able to successfully develop

new products.

The Company plans to

conduct research and development of products in the health and wellness field.

However, commercial feasibility and acceptance of

such product candidates are unknown.

Scientific research and development require significant amounts of capital and takes an extremely

long time to reach commercial viability, if at all.

During the research and development process, we may experience technological

barriers that we may be unable to overcome.

Because of these uncertainties, it is possible that some of our future product candidates

will never be successfully developed.

If we are unable to successfully develop new products, we may be unable to generate new revenue

sources or build a sustainable or profitable business.

to achieve commercial acceptance of our products to generate revenues and achieve profitability.

Superior competitive

products may be introduced, or customer needs may change, which would diminish or extinguish the uses for our products.

predict when significant commercial market acceptance for our products will develop, if at all, and we cannot reliably estimate

the projected size of any such potential market.

If markets fail to accept our products, then we may not be able to generate revenues

Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products

that are accepted by customers.

If we are unable to cost-effectively achieve acceptance of our products by customers, or if our

products do not achieve wide market acceptance, then our business will be materially and adversely affected.

rely on third parties for the worldwide marketing and distribution of our product candidates, who may not be successful in selling

our products.

We currently do not

have adequate resources to market and distribute any of our products worldwide and expect to engage third-party marketing and distribution

companies to perform these tasks.

While we believe that distribution partners will be available, we cannot assure you that the

distribution partners, if any, will succeed in marketing our products on a global basis.

We may not be able to maintain satisfactory

arrangements with our marketing and distribution partners, who may not devote adequate resources to selling our products.

happens, we may not be able to successfully market our products, which would decrease or eliminate our ability to generate revenues.

may be displaced by superior products developed by third parties.

The health and wellness

industry is constantly undergoing rapid and significant change.

Third parties may succeed in developing or marketing products that

are more effective than those developed or marketed by us or that would make our products obsolete or non-competitive.

Additionally,

researchers could develop new procedures and medications that replace or reduce the use of our products.

Accordingly, our success

will depend, in part, on our ability to respond quickly to medical and technological changes through the development and introduction

of new products.

We may not have the resources to do this.

If our products become obsolete and our efforts to develop new products do not result

in commercially successful products, then our sales and revenues will decline.

We may incur material product

liability claims, which could increase our costs and harm our financial condition and operating results.

Our products consist of a device to diagnose

heart ailments.

If our products become obsolete and our efforts to develop new products

do not result in commercially successful products, then our sales and revenues will decline.

may incur material product liability claims, which could increase our costs and harm our financial condition and operating results.

Our products consist

of devices that diagnose heart ailments and dislodge blockage in the airway passage.

Our products could malfunction.

As a marketer of a medical device used on the human body, we may be subjected

to various product liability claims, including that the products contain defective parts, the products include inadequate instructions

as to their uses or the products include inadequate warnings concerning side effects and interactions with other substances.

is possible that widespread product liability claims could increase our costs and adversely affect our revenues and operating income.

Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles

and may make it more difficult to secure adequate insurance coverage in the future.

In addition, our product liability insurance

may fail to cover future product liability claims, thereby requiring us to pay substantial monetary damages and adversely affecting

our business.

Risks Relating to Investors

Our management has broad discretion

regarding the use proceeds.

We intend to use the proceeds from any offering

for general corporate purposes, including working capital, capital expenditures, product enhancements, product development and

regulatory filings to the FDA and to begin initial marketing efforts.

In any case, we will have broad discretion over how we use

these proceeds.

Investors may experience dilution

in the value of the shares of common stock.

As a marketer

of a medical devices used on the human body, we may be subjected to various product liability claims, including that the products

contain defective parts, the products include inadequate instructions as to their uses or the products include inadequate warnings

concerning side effects and interactions with other substances.

It is possible that widespread product liability claims could increase

our costs and adversely affect our revenues and operating income.

Moreover, liability claims arising from a serious adverse event

may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance

coverage in the future.

Our management

has broad discretion regarding the use of proceeds.

We intend to use the

proceeds from any offering for general corporate purposes, including working capital, capital expenditures, product enhancements,

product development and regulatory filings to the FDA and to begin initial marketing efforts.

In any case, we will have broad discretion

over how we use these proceeds.

Investors may

experience dilution in the value of the shares of common stock.

We anticipate offering

common stock or preferred stock in offerings, which could cause further dilution.

If our business is unsuccessful, our stockholders may

lose their entire investment.

Although our stockholders will not be bound

by or be personally liable for our expenses, liabilities or obligations beyond their total original investments in our common stock,

if we suffer a deficiency in funds with which to satisfy our obligations, our stockholders as a whole may lose their entire investment

in our company.

Your ownership will be diluted by

future issuances of capital stock.

Our business strategy requires us to raise

additional equity capital through the sale of common stock or preferred stock.

Your percentage of ownership will become diluted

as we issue new shares of stock.

Stockholders have no rights to buy additional shares of stock in the event we issue new shares

of stock, known as preemptive rights.

We may issue common stock, convertible debt or common stock pursuant to a public offering

or a private placement, upon exercise of warrants or options, or to sellers of properties we directly or indirectly acquire instead

of, or in addition to, cash consideration.

Investors purchasing common stock in the Offering who do not participate in any future

stock issues will experience dilution in the percentage of the issued and outstanding stock they own.

Our common stock is deemed to be

a “penny stock,”

which may make it more difficult for investors to sell their shares due to suitability requirements.

Our common stock is deemed to be a "penny

as that term is defined in Rule 3a51-1 promulgated under the 1934 Act, as amended.

This classification reduces

the potential market for our common stock by reducing the number of potential investors.

This would be detrimental to

the development of active trading in our stock and make it more difficult for investors in our common stock to sell shares to third

parties or to otherwise dispose of them.

This could also cause our stock price to decline or impede any increase in

Penny stocks are stocks:

with a price of less than $5.00 per share;

that are not traded on a "recognized"

national exchange;

in issuers with net tangible assets less than $2 million (if the

issuer has been in continuous operation for at least three years) or $10 million (if in continuous operation for less than three

years), or with average revenues of less than $6 million for the last three years.

A limited number of stockholders

collectively own a significant portion of our common shares and may act, or prevent corporate actions, to the detriment of other

stockholders.

A limited number of stockholders, including

our founders and members of the Board of Directors and our management, currently own a significant portion of our outstanding common

Accordingly, these stockholders may, if they act together, exercise significant influence over all matters requiring stockholder

approval, including the election of a majority of our directors and the determination of significant corporate actions.

This concentration

could also have the effect of delaying or preventing a change in control that could otherwise be beneficial to our stockholders.

The sale of shares of our common stock could cause the

price of our common stock to decline.

Depending on market liquidity at the time,

a sale of shares covered by such registration statement at any given time could cause the trading price of our common stock to

The sale of a substantial number of shares of our common stock under such registration statement, or the anticipation

of such a sale, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at

a price that we otherwise might desire to affect such sales.

A low market price would severely limit the potential

market for our common stock.

Our common stock may trade at a price below

$5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers.

rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to

certain exceptions (a “penny stock”).

Such rules require the delivery, before any penny stock transaction, of a disclosure

schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on

broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors.

types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the

purchaser’s written consent to the transaction before the sale.

The broker-dealer also must disclose the commissions payable

to the broker-dealer, current bid and offer quotations for the penny stock, and, if the broker-dealer is the sole market maker,

the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.

Such information must

be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer.

statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited

market in penny stocks.

The additional burdens imposed on broker-dealers by such requirements could discourage broker-dealers from

effecting transactions in our common stock.

If applicable, FINRA sales practice requirements could

limit a stockholder’s ability to buy and sell our stock.

In addition to the penny stock rules promulgated

by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules (which would apply to our common stock in

the event that our common stock ultimately becomes traded over the counter via the OTC Electronic Bulletin Board) require that,

in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is

suitable for that customer.

Under these FINRA rules, before recommending speculative low-priced securities to their non-institutional

customers, broker-dealers must make reasonable efforts to obtain information about the customer’s 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.

If these FINRA rules were to apply to

our common stock, such application would make it more difficult for broker-dealers to recommend that their customers buy our common

stock, which could limit the ability to buy and sell our common stock and have an adverse effect on the market value for our shares

of common stock.

An investor’s ability to trade our common stock

may be limited by trading volume.

A consistently active trading market for

our common stock may not occur on a national stock exchange or an automated quotation system.

A limited trading volume may prevent

our stockholders from selling shares at such times or in such amounts as they otherwise may desire.

Our company has a concentration of stock ownership and

control, which may have the effect of delaying, preventing or deterring a change of control.

Our common stock ownership is highly concentrated.

Through ownership of shares of our common stock, nine stockholders collectively own beneficially more than 81% of our

total outstanding shares of common stock.

As a result of this concentrated ownership of our common stock, our nine stockholders

may be able to exert significant control over all matters requiring stockholder approval, including the election of directors and

approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect of delaying,

preventing or deterring a change in control of our company.

It also could deprive our stockholders of an opportunity to receive

a premium for their shares as part of a sale of our company, and it may affect the market price of our common stock.

We have not voluntarily implemented various corporate

governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions,

conflicts of interest and similar matters .

Federal legislation, including the Sarbanes-Oxley

Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of corporate

management and the securities markets.

Some of these measures have been adopted in response to legal requirements.

been adopted by companies in response to the requirements of national securities exchanges, on which their securities are

Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are

those that address board of directors’

independence, audit committee oversight and the adoption of a code of ethics.

our board of directors has adopted a Code of Ethics and an Audit Committee Charter, we have not yet adopted any of the other corporate

governance measures, and, since our securities are not currently listed on a national securities exchange or NASDAQ, we are not

currently required to do so.

In the event that our common stock becomes listed, we will be required to adopt these other corporate

governance measures, and we intend to do so.

It is possible that if we were to adopt some or all of these corporate governance

measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested

directors and that policies had been implemented to define responsible conduct.

For example, in the absence of audit, nominating

and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation

packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest

in the outcome of the matters being decided.

Prospective investors should bear in mind our current lack of corporate governance

measures in formulating their investment decisions.

Our Articles of Incorporation provide that certain proceedings

may only be instituted in the District Courts of Nevada, which may prevent or delay such proceedings and will increase the costs

to enforce shareholder rights.

Our Articles of Incorporation provide that

the following actions and proceedings may only be brought in the courts located in the State of Nevada:

(i) derivative actions

brought on behalf of the company, (ii) any action asserting breach of fiduciary duty by the directors or officers, (iii) any action

brought under the Business Associations, Securities and Commodities statutes of the State of Nevada, and (iv) actions asserting

a claim under the internal affairs doctrine.

No court has determined that such provisions are enforceable in Nevada, and we may

be forced to defend proceedings brought in other states if such provision is ruled unenforceable.

If enforceable, claims covered

by this provision may be maintained in the courts of the State of Nevada only if such courts have personal jurisdiction over the

If the State of Nevada does not have personal jurisdiction over any named defendant, this provision may have the effect

of preventing the prosecution of any claim.

Additionally, because shareholders may initiate such actions only in the State of Nevada,

shareholders will be required to incur additional costs and expense such as engaging legal counsel authorized to practice in Nevada.

Moreover, the laws of the State of Nevada may be more favorable to us or our management than the laws of the state in which any

shareholder resides.

Because we will not pay dividends in the foreseeable future,

stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common

stock, and we do not intend to do so in the foreseeable future.

We intend to retain any future earnings to finance our growth.

Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our

common stock.

If our business

is unsuccessful, our stockholders may lose their entire investment.

Although our stockholders

will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original investments

in our common stock, if we suffer a deficiency in funds with which to satisfy our obligations, our stockholders as a whole may

lose their entire investment in our company.

Your ownership

will be diluted by future issuances of capital stock.

Our business strategy

requires us to raise additional equity capital through the sale of common stock or preferred stock.

Your percentage of ownership

will become diluted as we issue new shares of stock.

Stockholders have no rights to buy additional shares of stock in the event

we issue new shares of stock, known as preemptive rights.

We may issue common stock, convertible debt or common stock pursuant

to a public offering or a private placement, upon exercise of warrants or options, or to sellers of properties we directly or indirectly

acquire instead of, or in addition to, cash consideration.

Investors purchasing common stock in the Offering who do not participate

in any future stock issues will experience dilution in the percentage of the issued and outstanding stock they own.

Risks Related to Our Financial Condition

Dependence on

financing and losses for the foreseeable future.

Our independent registered

public accounting firm has issued its audit opinion on our consolidated financial statements appearing in this Annual Report on

Form 10-K, including an explanatory paragraph as to substantial doubt with respect to our ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted

in the United States of America, assuming we will continue as a going concern, which contemplates the realization of assets and

satisfaction of liabilities in the normal course of business.

For the fiscal year ended July 31, 2020, our net loss was $4,348,855.

As of July 31, 2020, we had an accumulated deficit of $28,850,728.

As of July 31, 2020, we had current liabilities of $707,062

and current assets of $99,619 and a working capital deficit of $607,443.

These factors raise substantial doubt about our ability

to continue as a going concern which is dependent on our ability to raise the required additional capital or debt financing to

meet short- and long-term operating requirements.

We may also encounter business endeavors that require significant cash commitments

or unanticipated problems or expenses that could result in a need for additional cash.

Our ability to continue as a going concern

is dependent upon raising capital from financing transactions.

To stay in business, we will need to raise additional capital through

public or private sales of our securities or debt financing.

In the past, we have financed our operations by issuing secured and

unsecured convertible debt and equity securities in private placements, in some cases with equity incentives for the investor in

the form of warrants to purchase our common stock, and we have borrowed from related parties.

We have sought, and will continue

to seek, various sources of financing.

If we raise additional funds through the issuance of equity or convertible debt securities,

the percentage ownership of our current shareholders could be reduced, and such securities might have rights, preferences, or privileges

senior to our common stock.

Additional financing may not be available upon acceptable terms, or available at all.

If adequate funds

are not available on acceptable terms, we may not be able to take advantage of prospective business endeavors or opportunities,

which could significantly and materially restrict our operations.

If we are unable to obtain necessary capital, we may have to

cease operations.

There are no additional commitments from anyone to provide us with financing.

We can provide no assurance as

to whether our capital raising efforts will be successful or as to when, or if, we will be profitable in the future.

Company achieves profitability, it may not be able to sustain such profitability.

If we are unable to obtain financing or achieve

and sustain profitability, we may have to suspend operations or sell assets, making us unable to execute our business plan.

to become and remain profitable may adversely affect the market price of our common stock and our ability to raise capital and

continue operations.

For additional information, see Management’s Discussion and Analysis of Financial Condition and Results

of Operations –

“Going Concern.”

Our ability to

generate positive cash flows is uncertain.

To develop and expand

our business, we will need to make significant up-front investments in our manufacturing capacity and incur research and development,

sales and marketing, and general and administrative expenses.

In addition, our growth will require a significant investment in

working capital.

Our business will require significant amounts of working capital to meet our project requirements and support

We cannot provide any assurance that we will be able to raise the capital necessary to meet these requirements.

adequate funds are not available or are not available on satisfactory terms, we may be required to significantly curtail our operations

and may not be able to fund our current production requirements, let alone fund expansion, take advantage of unanticipated acquisition

opportunities, develop or enhance our products, and respond to competitive pressures.

Any failure to obtain such additional financing

could have a material adverse effect on our business, results of operations, and financial condition.

Because we may

never have net income from our operations, our business may fail.

We have no history

of profitability from operations.

There can be no assurance that we will ever operate profitably.

Our success is significantly

dependent on uncertain events, including successful developing our products, establishing satisfactory manufacturing arrangements

and processes, and distributing and selling our products.

If we are unable to generate significant revenues from sales of our products,

we will not be able to earn profits or continue operations.

We can provide no assurance that we will generate any revenues or ever

achieve profitability.

If we are unsuccessful in addressing these risks, our business will fail, and investors may lose all of

their investment in our Company.

We need to raise

additional funds, and such funds may not be available on acceptable terms.

We may consider issuing

additional debt or equity securities in the future to fund our business plan, for general corporate purposes or for potential acquisitions

or investments.

If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience

dilution, and the new equity or debt securities may have rights, preferences, and privileges senior to those of our existing stockholders.

If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us

to pay additional interest expenses.

We may not be able to obtain financing on favorable terms, in which case, we may not be able

to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive

We participate in transactions and

make tax calculations for which the ultimate tax determination may be uncertain.

We participate in many

transactions and make tax calculations during the course of our business for which the ultimate tax determination is uncertain.

While we believe we maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made

using estimates of the amounts expected to be paid based on a qualitative assessment of several factors.

It is possible that liabilities

associated with one or more transactions may exceed our provisions due to audits by, or litigation with, relevant taxing authorities

which may materially adversely affect our financial condition and results of operations.

Risks Related to Our Common Stock

and Its Market Value

We have limited

capitalization and may require financing, which may not be available.

We have limited capitalization,

which increases our vulnerability to general adverse economic and industry conditions, limits our flexibility in planning for and

reacting to changes in our business and industry, and may place us at a competitive disadvantage to competitors with sufficient

capitalization.

If we are unable to obtain sufficient financing on satisfactory terms and conditions, we will be forced to curtail

or abandon our plans or operations.

Our ability to obtain financing will depend upon a number of factors, many of which are beyond

A limited public

trading market exists for our common stock, which makes it difficult for our stockholders to sell their common stock on the public

Any trading in our shares may have a significant effect on our stock prices.

Although our common

stock is listed for quotation on the OTC Markets, under the symbol “ODYY,”

the trading activity of our common stock

is volatile and may not develop or be sustained.

As a result, any trading price of our common stock may not be an accurate indicator

of the valuation of our common stock.

Any trading in our shares could have a significant effect on our stock price.

If a more liquid

public market for our common stock does not develop, then investors may not be able to resell the shares of our common stock that

they have purchased and may lose all of their investment.

No assurance can be given that an active market will develop or that

a stockholder will ever be able to liquidate its shares of common stock without considerable delay, if at all.

Many brokerage firms

may not be willing to effect transactions in the securities.

Even if an investor finds a broker willing to affect a transaction

in our securities, the combination of brokerage commissions, state transfer taxes, if any, and any other selling costs may exceed

the selling price.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating

These market fluctuations, as well as general economic, political, and market conditions, such as recessions, interest

rates, and international currency fluctuations, may adversely affect the market price and liquidity of our common stock.

Our common stock

may never be listed on a national exchange and is subject to being removed from the OTC Marketplace.

Our common stock is

quoted for trading on the OTCQB Marketplace.

We still will be unable to list our stock on the OTC Markets Fully Reporting since

the price of our stock is below $0.01, and we do not meet the eligibility standards for listing under the OTC Markets Fully Reporting

per OTC Markets guidelines.

Should we continue to fail to satisfy the eligibility standards of OTC Markets for the OTC Markets

Fully Reporting, the trading price of our common stock could continue to suffer and the trading market for our common stock may

be less liquid and our common stock price may be subject to increased volatility.

Our common stock

is deemed to be a “penny stock,”

which may make it more difficult for investors to sell their shares due to suitability

requirements.

Our stock is categorized

as a “penny stock,”

as that term is defined in SEC Rule 3a51-1, which generally provides that a “penny stock”

is any equity security that has a market price (as defined) less than U.S.

$5.00 per share, subject to certain exceptions.

securities are covered by the penny stock rules, including Rule 15g-9, which imposes additional sales practice requirements on

broker-dealers who sell to persons other than established customers and accredited investors.

The penny stock rules require a broker-dealer,

prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document

in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock

The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation

of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny

stock held in the customer’s account.

The bid and offer quotations, and the broker-dealer and salesperson compensation information,

must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing

before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny

stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is

a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction.

These disclosure

requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject

to these penny stock rules.

Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities

and reduce the number of potential investors.

We believe that the penny stock rules discourage investor interest in, and limit

the marketability of, our common stock.

The sale of shares

of our common stock could cause the price of our common stock to decline.

Depending on market

liquidity at the time, a sale of shares covered by a registration statement could cause the trading price of our common stock to

The sale of a substantial number of shares of our common stock under a registration statement, or the anticipation of

such a sale, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price

that we otherwise might desire to affect such sales.

price would severely limit the potential market for our common stock.

Our common stock may

trade at a price below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by

broker-dealers.

These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00

per share, subject to certain exceptions (a “penny stock”).

Such rules require the delivery, before any penny stock

transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales

practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or

wealthy investors.

For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser

and have received the purchaser’s written consent to the transaction before the sale.

The broker-dealer also must disclose

the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock, and, if the broker-dealer is

the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market.

Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to

the customer.

Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information

on the limited market in penny stocks.

The additional burdens imposed on broker-dealers by such requirements could discourage broker-dealers

from effecting transactions in our common stock.

If applicable,

FINRA sales practice requirements could limit a stockholder’s ability to buy and sell our stock.

In addition to the

penny stock rules promulgated by the SEC, above, FINRA rules (which would apply to our common stock in the event that our common

stock ultimately becomes traded over the counter via the OTC Electronic Bulletin Board) require that, in recommending an investment

to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer.

these FINRA rules, before recommending speculative low-priced securities to their non-institutional customers, broker-dealers must

make reasonable efforts to obtain information about the customer’s 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.

If these FINRA rules were to apply to our common stock, such application

would make it more difficult for broker-dealers to recommend that their customers buy our common stock, which could limit the ability

to buy and sell our common stock and have an adverse effect on the market value for our shares of common stock.

An investor’s

ability to trade our common stock may be limited by trading volume.

A consistently active

trading market for our common stock may not occur on a national stock exchange or an automated quotation system.

A limited trading

volume may prevent our stockholders from selling shares at such times or in such amounts as they otherwise may desire.

limited number of stockholders collectively own a significant portion of our common shares and may act, or prevent corporate actions,

to the detriment of other stockholders.

A limited number of

stockholders, including our founders and members of the Board of Directors and our management, currently own a significant portion

of our outstanding common shares.

Accordingly, these stockholders may, if they act together, exercise significant influence over

all matters requiring stockholder approval, including the election of a majority of our directors and the determination of significant

corporate actions.

This concentration could also have the effect of delaying or preventing a change in control that could otherwise

be beneficial to our stockholders.

Our company has

a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

Our common stock ownership

is highly concentrated.

Through ownership of shares of our common stock, nine stockholders collectively own beneficially more than

81% of our total outstanding shares of common stock.

As a result of this concentrated ownership of our common stock, our nine

stockholders may be able to exert significant control over all matters requiring stockholder approval, including the election of

directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect

of delaying, preventing or deterring a change in control of our company.

It also could deprive our stockholders of an opportunity

to receive a premium for their shares as part of a sale of our company, and it may affect the market price of our common stock.

We have not voluntarily

implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against

interested director transactions, conflicts of interest and similar matters .

Federal legislation,

including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote

the integrity of corporate management and the securities markets.

Some of these measures have been adopted in response to legal

requirements.

Others have been adopted by companies in response to the requirements of national securities exchanges, on which

their securities are listed.

Among the corporate governance measures that are required under the rules of national securities exchanges

and NASDAQ are those that address board of directors’

independence, audit committee oversight and the adoption of a code

While our board of directors has adopted a Code of Ethics and an Audit Committee Charter, we have not yet adopted any

of the other corporate governance measures, and, since our securities are not currently listed on a national securities exchange

or NASDAQ, we are not currently required to do so.

In the event that our common stock becomes listed, we will be required to adopt

these other corporate governance measures, and we intend to do so.

It is possible that if we were to adopt some or all of these

corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were

being made by disinterested directors and that policies had been implemented to define responsible conduct.

For example, in the

absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning

matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority

of directors who have an interest in the outcome of the matters being decided.

Prospective investors should bear in mind our current

lack of corporate governance measures in formulating their investment decisions.

of Incorporation provide that certain proceedings may only be instituted in the District Courts of Nevada, which may prevent or

delay such proceedings and will increase the costs to enforce shareholder rights.

Our Articles of Incorporation

provide that the following actions and proceedings may only be brought in the courts located in the State of Nevada:

(i) derivative

actions brought on behalf of the company, (ii) any action asserting breach of fiduciary duty by the directors or officers, (iii)

any action brought under the Business Associations, Securities and Commodities statutes of the State of Nevada, and (iv) actions

asserting a claim under the internal affairs doctrine.

No court has determined that such provisions are enforceable in Nevada,

and we may be forced to defend proceedings brought in other states if such provision is ruled unenforceable.

If enforceable, claims

covered by this provision may be maintained in the courts of the State of Nevada only if such courts have personal jurisdiction

over the defendants.

If the State of Nevada does not have personal jurisdiction over any named defendant, this provision may have

the effect of preventing the prosecution of any claim.

Additionally, because shareholders may initiate such actions only in the

State of Nevada, shareholders will be required to incur additional costs and expense such as engaging legal counsel authorized

to practice in Nevada.

Moreover, the laws of the State of Nevada may be more favorable to us or our management than the laws of

the state in which any shareholder resides.

or issuance of our common stock to Lincoln Park may cause dilution and the sale of the shares of common stock acquired by Lincoln

Park, or the perception that such sales may occur, could cause the price of our common stock to fall.

On August 14, 2020,

we entered into a Purchase Agreement with Lincoln Park Capital Fund, LLC, an Illinois limited liability company (“Lincoln

Park”) and, on that date, we sold 602,422 shares of our common stock to Lincoln Park in an initial purchase under the Purchase

Agreement for a total purchase price of $250,000.

We also issued 793,802 shares of our common stock to Lincoln Park as consideration

for its irrevocable commitment to purchase our common stock under the Purchase Agreement.

The remaining shares of our common stock

that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 36-month

period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the SEC has

declared effective the related registration statement and that such registration statement remains effective.

The purchase price

for the shares that we may sell to Lincoln Park under the Purchase Agreement will fluctuate based on the price of our common stock.

Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.

Subject to the terms

of the Purchase Agreement, we generally have the right to control the timing and amount of any future sales of our shares to Lincoln

Additional sales of our common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be

determined by us.

We may ultimately decide to sell to Lincoln Park all, some, or none of the additional shares of our common stock

that may be available for us to sell pursuant to the Purchase Agreement.

If and when we do sell shares to Lincoln Park, after Lincoln

Park has acquired the shares, Lincoln Park may resell all or some of those shares at any time or from time to time in its discretion.

Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock.

Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales,

could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we

might otherwise wish to effect sales.

We may require

additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent

financings may adversely impact our stockholders.

We may direct Lincoln

Park to purchase up to $10,000,000 worth of shares of our common stock under our agreement over a 36-month period generally in

amounts up to 200,000 shares of our common stock (such purchases, “Regular Purchases”), which may be increased to up

to 100,000 shares of our common stock depending on the market price of our common stock at the time of sale.

Lincoln Park’s

committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume

of shares of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals

or exceeds $100,000, in which case Lincoln Park’s committed obligation under such single Regular Purchase shall not exceed

The extent to which

we rely on Lincoln Park as a source of funding will depend on a number of factors including the prevailing market price of our

common stock and the extent to which we are able to secure working capital from other sources.

If obtaining sufficient funding

from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order

to satisfy our working capital needs.

Even if we sell all $10,250,000 under the Purchase Agreement to Lincoln Park, we may still

need additional capital to finance our future production plans and working capital needs, and we may have to raise funds through

the issuance of equity or debt securities.

Depending on the type and the terms of any financing we pursue, stockholders’

rights and the value of their investment in our common stock could be reduced.

A financing could involve one or more types of securities

including common stock, convertible debt or warrants to acquire common stock.

These securities could be issued at or below the

then prevailing market price for our common stock.

In addition, if we issue secured debt securities, the holders of the debt would

have a claim to our assets that would be prior to the rights of stockholders until the debt is paid.

Interest on these debt securities

would increase costs and negatively impact operating results.

If the issuance of new securities results in diminished rights to

holders of our common stock, the market price of our common stock could be negatively impacted.

Should the financing we require

to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a

material adverse effect on our business, operating results, financial condition and prospects.

Our management

will have broad discretion over the use of the net proceeds from our sale of shares of common stock to Lincoln Park;

agree with how we use the proceeds and the proceeds may not be invested successfully.

Our management will

have broad discretion as to the use of the net proceeds from our sale of shares of common stock to Lincoln Park, and we could use

them for purposes other than those contemplated at the time of the offering.

Accordingly, you will be relying on the judgment of

our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment

decision, to assess whether the proceeds are being used appropriately.

It is possible that, pending their use, we may invest those

net proceeds in a way that does not yield a favorable, or any, return for us.

The failure of our management to use such funds effectively

could have a material adverse effect on our business, financial condition, operating results and cash flows.

An active trading

market for our common stock may not be sustained.

Although our common

stock is listed on the OTCQB Market, the market for our shares has demonstrated varying levels of trading activity.

the current level of trading may not be sustained in the future.

The lack of an active market for our common stock may impair investors’

ability to sell their shares at the time they wish to sell them or at a price that they consider reasonable, may reduce the fair

market value of their shares and may impair our ability to raise capital to continue to fund operations by selling shares and may

impair our ability to acquire additional intellectual property assets by using our shares as consideration.

We do not anticipate

paying dividends on our common stock and, accordingly, stockholders must rely on stock appreciation for any return on their investment.

We do not anticipate

paying cash dividends on our common stock in the foreseeable future and we may not have sufficient funds legally available to pay

Even if the funds are legally available for distribution, we may nevertheless decide not to pay any dividends.

intend to retain all earnings for our operations.

The declaration of dividends is subject to the discretion of our board of directors

and limitations under applicable law, and will depend on various factors, including our operating results, financial condition,

future prospects and any other factors deemed relevant by our board of directors.

You should not rely on an investment in our company

if you require dividend income from your investment in our company.

The success of your investment will likely depend entirely

upon any future appreciation of the market price of our common stock, which is uncertain and unpredictable.

There is no guarantee

that our common stock will appreciate in value.

If we fail to

develop or maintain an effective system of internal controls, we may not be able to accurately report our financial results or

prevent financial fraud.

As a result, current and potential stockholders could lose confidence in our financial reporting.

We are subject to the

risk that sometime in the future our independent registered public accounting firm could communicate to the board of directors

that we have deficiencies in our internal control structure that they consider to be “significant deficiencies.”

“significant deficiency”

is defined as a deficiency, or a combination of deficiencies, in internal control over financial

reporting such that there is more than a remote likelihood that a material misstatement of the entity’s financial statements

will not be prevented or detected by the entity’s internal controls.

Effective internal

controls are necessary for us to provide reliable financial reports and effectively prevent fraud.

If we cannot provide reliable

financial reports or prevent fraud, we could be subject to regulatory action or other litigation and our operating results could

We are required to document and test our internal control procedures to satisfy the requirements of Section 404 of the

Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act,”

or “SOX”), which requires our management to annually

assess the effectiveness of our internal control over financial reporting.

We currently are not

an “accelerated filer”

as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended.

of the Sarbanes-Oxley Act of 2002 (“Section 404”) requires us to include an internal control report with our Annual

Report on Form 10-K.

That report must include management’s assessment of the effectiveness of our internal control over financial

reporting as of the end of the fiscal year.

This report must also include disclosure of any material weaknesses in internal control

over financial reporting that we have identified.

As of July 31, 2020, the management of the Company assessed the effectiveness

of the Company’s internal control over financial reporting based on SEC guidance on conducting such assessments and on the

criteria for effective internal control over financial reporting established in Internal Control and Integrated Framework, issued

by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Management concluded, during the

year-ended July 31, 2020, that the Company’s internal controls and procedures were not effective to detect the inappropriate

application of U.S.

Management realized there were deficiencies in the design or operation of the Company’s internal

control that adversely affected the Company’s internal control, which management considers to be material weaknesses.

weakness in the effectiveness of our internal control over financial reporting may increase the chance of fraud and the loss of

customers, reduce our ability to obtain financing, and require additional expenditures to comply with these requirements.

these consequences could have a material adverse effect on our business, results of operations and financial condition.

For additional

information, see Item 9A –

Controls and Procedures.

It may be time-consuming,

difficult, and costly for us to develop and implement the internal controls and reporting procedures required by the Sarbanes-Oxley

We may need to hire additional financial reporting, internal controls, and other finance personnel in order to develop and

implement appropriate internal controls and reporting procedures.

If we are unable to comply with the internal control requirements

of the Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required by such act, which

may preclude us from keeping our filings with the SEC current.

If we are unable to

maintain the adequacy of our internal controls, as those standards are modified, supplemented, or amended from time to time, we

may not be able to ensure that we may conclude on an ongoing basis that we have effective internal control over financial reporting

in accordance with Section 404.

Failure to achieve and maintain an effective internal control environment could cause us to face

regulatory action and cause investors to lose confidence in our reported financial information, either of which could adversely

affect the value of our common stock.

Our certificate

of incorporation allows our board to create new series of preferred stock without approval by our stockholders, which could adversely

affect the rights of the holders of our common stock.

Our board of directors

has the authority to fix and determine the relative rights and preferences of preferred stock.

Our board of directors also has

the authority to issue preferred stock without stockholder approval.

As a result, our board of directors could authorize the issuance

of a series of preferred stock granting holders a preferred right to our assets upon liquidation, the right to receive dividend

payments before dividends are distributed to the holders of common stock, and the right to redemption of the shares, together with

a premium prior to the redemption of our common stock.

In addition, our board of directors could authorize the issuance of a series

of preferred stock that has greater voting power than our common stock or that is convertible into our common stock, which could

decrease the relative voting power of our common stock or result in dilution to our existing stockholders.

Our financial

and operating performance is adversely affected by the coronavirus pandemic.

The recent outbreak

of a strain of coronavirus (COVID-19) in the U.S.

has had an unfavorable impact on our business operations.

Mandatory closures

of businesses imposed by the federal, state and local governments to control the spread of the virus is disrupting the operations

of our management, business and finance teams.

In addition, the COVID-19 outbreak has adversely affected the U.S.

economy and financial

markets, which may result in a long-term economic downturn that could negatively affect future performance.

The extent to

which COVID-19 will impact our business and our consolidated financial results will depend on future developments which are highly

uncertain and cannot be predicted at the time of the filing of this Form 10-K, but is expected to result in a material adverse

impact on our business, results of operations and financial condition.

Cautionary Note

We have sought to identify

what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such

risks may be realized nor can we guarantee that we have identified all possible risks that might arise.

Investors should carefully

consider all of such risk factors before making an investment decision with respect to our common stock.

Unresolved Staff Comments

As of July 31, 2019, our company owns no

real property.

Our principal address is located at 2372 Morse Ave, Irvine, CA 92614.

Our telephone number is (619) 832-2900.

currently use shared office space and do not pay any monthly rent.

We may be obligated to pay rent in the future, but the amount

and timing of such obligation is currently unknown.

As of July 31, 2020,

our company owns no real property.

Our principal address is located at 2372 Morse Avenue, Irvine, CA 92614.

Our telephone number

is (619) 832-2900.

We currently use shared office space and do not pay any monthly rent.

We may be obligated to pay rent in the

future, but the amount and timing of such obligation is currently unknown.

Legal Proceedings

Our company is not a party to any legal

Our company is not

a party to any legal proceeding.

Mine Safety Disclosures

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors