What changed in this filing

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Item 9A. Controls and Procedures

2020-11-16 compared with 2019-10-23 · 513 added, 395 removed, 158 unchanged (85% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation

of our management, including our principal executive officer and the principal financial officer, we have conducted an evaluation

of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities and Exchange Act of 1934, as of the end of the period covered by this report.

Based on this evaluation,

our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls

and procedures were effective such that the material information required to be included in our Securities and Exchange Commission

reports is accumulated and communicated to our management, including our principal executive and financial officers, recorded,

processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms relating

to our company, particularly during the period when this report was being prepared.

Management's Annual Report on Internal Control Over Financial

In light of the material weakness described

below, as of July 31, 2019, prior to the filing of this Form 10-K for the period ended July 31, 2019, management determined that

key controls were performed timely and additional procedures were performed, including validating the completeness and accuracy

of the underlying data used to support the amounts reported in the financial statements.

These control activities and additional

procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K

fairly present, in all material respects, our financial position, results of operations, statement of shareholder equity and cash

flows for the periods presented in conformity with United States GAAP.

are responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in

Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting

includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and

fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded

as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that

our receipts and expenditures are being made only in accordance with authorizations of its management and directors;

and (3) provide

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that

could have a material effect on the financial statements.

Management recognizes that there are inherent

limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide

only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements.

In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions

or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency,

or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement

of the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation

of our president, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of July

31, 2019, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

of the Treadway Commission (COSO) in 2013.

Based on our evaluation under this framework, we concluded that our internal control

over financial reporting was not effective as of the evaluation date due to the factors stated below.

Evaluation of Disclosure Controls and

Management, with the

participation of the Company’s Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure

controls and procedures as of July 31, 2020.

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other

procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act

is accumulated and communicated to the company’s management, including its principal executive and principal financial officers,

as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation

of our disclosure controls and procedures as of July 31, 2020, our Chief Executive Officer and Chief Accounting Officer concluded

that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below

in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective.

Management's Annual Report on Internal

Control Over Financial Reporting

In light of the material

weakness described below, as of July 31, 2020, prior to the filing of this Form 10-K for the period ended July 31, 2020, management

determined that key controls were performed timely and additional procedures were performed, including validating the completeness

and accuracy of the underlying data used to support the amounts reported in the financial statements.

These control activities

and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in

this Form 10-K fairly present, in all material respects, our financial position, results of operations, statement of shareholder

equity and cash flows for the periods presented in conformity with United States GAAP.

We are responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Internal control over

financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our

assets that could have a material effect on the financial statements.

Management recognizes

that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal

control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material

misstatements.

In addition, effective internal control at a point in time may become ineffective in future periods because of changes

in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness

is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood

that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision

and with the participation of our president, we conducted an evaluation of the effectiveness of our internal control over financial

reporting, as of July 31, 2020, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on our evaluation under this framework, we concluded

that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

Insufficient Resources:

an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation of Duties:

have an inadequate number of personnel to properly implement control procedures.

Lack of Audit Committee:

did not have a functioning audit committee during the fiscal year ended July 31, 2019, resulting in lack of independent oversight

in the establishment and monitoring of required internal controls and procedures.

We are committed to improving the internal

controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with

accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which

will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional

outside directors and audit committee members in the future.

We have discussed the material weakness

noted above with our independent registered public accounting firm.

Due to the nature of this material weakness, there is a more

than remote likelihood that misstatements, which could be material to the annual or interim financial statements could occur that

would not be prevented or detected.

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Our report was not subject

to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide

only our report in this annual report.

Changes in Internal Controls Over Financial Reporting

There have been no changes in our internal

control over financial reporting that occurred during the fiscal year ended July 31, 2019, that have materially affected, or are

reasonably likely to materially affect, our internal control over financial reporting.

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation

We have an inadequate number of personnel to properly implement control procedures.

We are committed to

improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist

the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant

accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing

additional outside directors and audit committee members in the future.

We have discussed the

material weakness noted above with our independent registered public accounting firm.

Due to the nature of this material weakness,

there is a more than remote likelihood that misstatements, which could be material to the annual or interim financial statements

could occur that would not be prevented or detected.

This annual report

does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that

permit the Company to provide only our report in this annual report.

Changes in Internal Controls Over Financial

There have been no

changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2020, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

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Executive Officers and Directors

The following table sets forth information

about our executive officers and directors as of the date of this filing:

The following table

sets forth information about our executive officers and directors as of the date of this filing:

Executive Officers:

Joseph Michael Redmond

CEO, President

CEO, President and Director

Joseph Michael Redmond

CEO, President and Director

Jacob Vanlandingham

Executive Officers

Joseph Michael Redmond has over 30

years commercial experience in medical device companies.

Redmond held various sales and marketing positions at Abbott Laboratories

a multi-billion dollar healthcare company.

Redmond then went on to help start KMC Systems Inc., now a leading private label

developer and manufacturer of medical devices.

Redmond was in charge of Sales and Marketing and grew the company from start-up

to over $50 million in revenue.

Executive Officer

Joseph Michael Redmond

has over 30 years commercial experience in medical device companies.

Redmond held various sales and marketing positions

at Abbott Laboratories, a multi-billion dollar healthcare company.

Redmond then went on to help start KMC Systems Inc., now

a leading private label developer and manufacturer of medical devices.

Redmond was in charge of Sales and Marketing and grew

the company from start-up to over $50 million in revenue.

KMC was sold to Elbit systems in 1996.

Redmond then joined Bioject Inc as its VP of Sales and

Bioject was a medical device company specializing in unique drug delivery technologies.

Redmond helped raise over

$15M in capital, entered several licensing and distribution deals with major biotech and pharmaceutical companies and grew the

market cap of the company from under $10M to over $400 million.

Redmond was VP of Business Development for DxTech, Inc a start-up

company developing a unique point of care diagnostic testing platform.

Redmond then joined Bioject

Medical Technologies, Inc.

as its VP of Sales and Marketing.

Bioject was a medical device company specializing in unique drug delivery

technologies.

Redmond helped raise over $15 million in capital, entered several licensing and distribution deals with major

biotech and pharmaceutical companies and grew the market cap of the company from under $10 million to over $400 million.

was VP of Business Development for DxTech, Inc.

a start-up company developing a unique point of care diagnostic testing platform.

DxTech was sold in 2009.

Redmond was recently CEO of

Parallax Health where he acquired two business and three different patented technologies.

We believe that

Redmond possesses specific attributes that qualify him to serve on the board of directors, including his extensive experience

in the health and wellness industry while working with and managing companies within the industry and as a board member his knowledge

about product strategies and marketing will assist the company in developing businesses.

Redmond has management experience

in a publicly traded company.

Joseph Michael Redmond has

over thirty years’

experience in the medical device and biotech markets.

He has led commercial teams in three different medical

device and specialty pharmaceutical companies.

Most recently he was CEO at Parallax Health Sciences, where he spearheaded the acquisition

of two companies and in-licensed proprietary technologies related to medical devices.

Redmond was recently CEO of Parallax Health where he acquired two business and three different patented

technologies.

believe that Mr.

Redmond possesses specific attributes that qualify him to serve on the board of directors, including his extensive

experience in the health and wellness industry while working with and managing companies within the industry and as a board member

his knowledge about product strategies and marketing will assist the company in developing businesses.

Redmond has management

experience in a publicly traded company.

Casey has been a leader in the life science industry for over 30 years.

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serving on multiple Boards.

Casey has management experience in a publicly traded company.

Conroy is an operating and business development executive with over 30 years in the life science industry across therapeutics

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in Business Administration from Providence College.

John Gandolfo has approximately

30 years of experience as a chief financial officer of multiple rapidly growing private and publicly held companies with a primary

focus in the life sciences, healthcare and medical device areas, companies such as .

Gandolfo has had direct responsibility

over capital raising, including five public offerings, financial management, mergers and acquisition transactions and SEC reporting

management experience in a publicly traded company.

John Gandolfo

has approximately 30 years of experience as a chief financial officer of multiple rapidly growing private and publicly held companies

with a primary focus in the life sciences, healthcare and medical device areas.

Gandolfo has had direct responsibility over

capital raising, including five public offerings, financial management, mergers and acquisition transactions and SEC reporting

throughout his professional career.

18 unchanged sentences

in business administration from Rutgers University.

management experience in a publicly traded company.

Jacob ‘Jake’

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Code of Ethics

We have adopted a Code of Ethics that applies

to our directors, officers and all employees.

It may be obtained free of charge by writing to Odyssey Group International, Inc.,

Chief Executive Officer, 2372 Morse Ave, Irvine, CA 92614.

We have adopted a Code

of Ethics that applies to our directors, officers and all employees.

It may be obtained free of charge by writing to Odyssey Group

International, Inc., Attn:

Chief Executive Officer, 2372 Morse Avenue, Irvine, CA 92614.

Board of Directors

Our board of directors currently consists

of five members.

Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and three

independent directors are currently authorized.

Our board of directors

currently consists of five members.

Our bylaws permit our board of directors to establish by resolution the authorized number of

directors, and five directors are currently authorized.

Director Independence

Under the rules of the national securities

exchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member

of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent as well.

Under the rules of

the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors,

and each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent

Under the same rules, a director will only qualify as an “independent director”

if that company’s board of directors

affirmatively determines that such director has no material relationship with that company, either directly or as a partner, shareholder

or officer of an organization that has a relationship with that company.

In addition, following the effectiveness

of the registration statement of which this report is a part, the members of our audit committee must satisfy the independence

criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3.

In order to be considered

to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the

audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting, advisory

or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its

subsidiaries.

if that company’s board

of directors affirmatively determines that such director has no material relationship with that company, either directly or as

a partner, shareholder or officer of an organization that has a relationship with that company.

We evaluate independence by the

standards for director independence established by applicable laws, rules, and listing standards including, without limitation,

the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities

and Exchange Commission.

Subject to some exceptions, these standards

generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee

(b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of

compensation from us other than for service as a director (or for a family member, as a non-executive employee);

(d) the director

or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity

by our independent public accountants, or has worked for such firm in any capacity on our audit;

(e) the director or a member of

the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where

one of our executive officers serves on the compensation committee;

or (f) the director or a member of the director’s immediate

family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month

period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated

gross revenues.

Based on these standards, we have determined that our director is not an independent director.

Our board of directors

has determined Messrs.

Casey, Conroy and Gandolfo are “independent directors”

as defined in the NASDAQ listing standards

and applicable SEC rules.

In addition, following

the effectiveness of the registration statement of which this report is a part, the members of our audit committee must satisfy

the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3.

to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity

as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any

consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the

company or any of its subsidiaries.

Committees of our Board of Directors

On October 17, 2019, the Board of Directors

of the Company established audit, compensation and nominating and corporate governance, committees.

Our Board of Directors currently

consists of five members, four of whom are considered independent.

We established an audit committee,

which consists of three independent directors.

The audit committee's duties are to recommend to the Company's board of directors,

the engagement of independent auditors to audit our financial statements and to review its accounting and auditing principles.

The audit committee reviews the scope, timing and fees for the annual audit and the results of audit examinations performed by

the internal auditors and independent public accountants, including their recommendations to improve the system of accounting and

internal controls.

The audit committee is composed exclusively of directors who are, in the opinion of our Board of Directors,

free from any relationship which would interfere with the exercise of independent judgment as a committee member and who possess

an understanding of financial statements and generally accepted accounting principles.

Compensation Committee .

established a compensation committee, which consists of three independent directors.

The compensation committee responsible for

determining executive and director compensation.

In considering and determining executive and director compensation, our compensation

committee will be responsible for reviewing compensation that is paid by other similar public companies to its officers and will

take that into consideration in determining the compensation to be paid to the Company’s officers.

In October 2019,

the Board of Directors of the Company established audit, compensation and nominating and corporate governance, committees.

Board of Directors currently consists of five members, three of whom are considered independent.

We established an audit committee, which consists of three independent directors.

committee's duties are to recommend to the Company's board of directors, the engagement of independent auditors to audit our

financial statements and to review its accounting and auditing principles.

The audit committee reviews the scope, timing and

fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public

accountants, including their recommendations to improve the system of accounting and internal controls.

The audit committee

is composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship which

would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial

statements and generally accepted accounting principles.

Gandolfo is the Audit Chair and qualifies as a financial expert

as defined by SEC rules and Messrs.

Casey and Conroy serve as members.

There were three audit committee meetings and all

members were in attendance.

We established a compensation committee, which consists of three independent directors.

The compensation committee

determines and approves any non-cash compensation to any employee.

We have not and do not intend to engage consultants in determining

or recommending the compensation to our officers or employees.

Governance and Nominating Committee .

We established a corporate governance and nominating committee, which consists of

three independent directors.

The nominating committee is a committee of the Company established to support the board of directors

in fulfilling its fiduciary duties to appoint the best-qualified candidates for the board of directors, board president-elect

and CEO positions.

Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada

Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against

expenses (including attorneys’

fees) and other liabilities actually and reasonably incurred by them as a result of any suit

brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably

believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding,

if they had no reasonable cause to believe their conduct was unlawful.

Section 78.7502 of the Nevada Revised Statutes also provides

that directors and officers of Nevada corporations also may be indemnified against expenses (including attorneys’

fees) actually

and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably

believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court

approval if such person was adjudged liable to the corporation.

Article VIII of our articles of incorporation

provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and

certain other persons.

Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall

be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of Nevada.

Anti-Takeover Effects of Provisions of Nevada State Law

We may be or in the future we may become

subject to Nevada's control share law.

A corporation is subject to Nevada's control share law if it has more than 200 stockholders,

at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through

an affiliated corporation.

The law focuses on the acquisition of a

“controlling interest,”

which means the ownership of outstanding voting shares is sufficient, but for the control share

law to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election

of directors:

(1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority

The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that

the acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares as

are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.

responsible for determining executive and director compensation.

In considering and determining executive and director compensation,

our compensation committee will be responsible for reviewing compensation that is paid by other similar public companies to its

officers and will take that into consideration in determining the compensation to be paid to the Company’s officers.

compensation committee determines and approves any non-cash compensation to any employee.

We have not and do not intend to engage

consultants in determining or recommending the compensation to our officers or employees.

Conroy is the Compensation Committee

Chair and Messrs.

Casey and Gandolfo serve as members.

The Committee did not meet in 2020.

Corporate Governance

and Nominating Committee .

We established a corporate governance and nominating committee, which consists of three independent

The nominating committee is a committee of the Company established to support the board of directors in fulfilling its

fiduciary duties to appoint the best-qualified candidates for the board of directors, board president-elect and CEO positions.

Casey is the Corporate Governance and Nominating Committee Chair and Messrs.

Conroy and Gandolfo serve as members.

The Committee

did not meet in 2020.

Indemnification

of Directors and Officers

Sections 78.7502 and

78.751 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances,

be indemnified against expenses (including attorneys’

fees) and other liabilities actually and reasonably incurred by them

as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner

that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal

action or proceeding, if they had no reasonable cause to believe their conduct was unlawful.

Section 78.7502 of the Nevada Revised

Statutes also provides that directors and officers of Nevada corporations also may be indemnified against expenses (including attorneys’

fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner

that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification

may be made without court approval if such person was adjudged liable to the corporation.

Article VIII of our

articles of incorporation provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify

our directors, officers and certain other persons.

Article V, Section 1 of our bylaws provides that our directors, officers and

certain other persons shall be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of

Anti-Takeover Effects of Provisions

of Nevada State Law

We may be or in the

future we may become subject to Nevada's control share law.

A corporation is subject to Nevada's control share law if it has more

than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business

in Nevada or through an affiliated corporation.

The law focuses on

the acquisition of a “controlling interest,”

which means the ownership of outstanding voting shares is sufficient,

but for the control share law to enable the acquiring person to exercise the following proportions of the voting power of the corporation

in the election of directors:

(1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or

(3) a majority or more.

The ability to exercise such voting power may be direct or indirect, as well as individual or in association

The effect of the control

share law is that the acquiring person, and those acting in association with that person, obtain only such voting rights in the

control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting

of stockholders.

The control share law contemplates that voting rights will be considered only once by the other stockholders.

Thus, there is no

authority to take away voting rights from the control shares of an acquiring person once those rights have been approved.

stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent

non-voting shares.

Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been

If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do

not become permanent non-voting shares.

The acquiring person is free to sell its shares to others.

If the buyers of those shares themselves do not acquire

a controlling interest, their shares do not become governed by the control share law.

If control shares are accorded full voting

rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record,

other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such

stockholder's shares.

Nevada's control share law may have the

effect of discouraging corporate takeovers.

In addition to the control share law, Nevada

has a business combination law, which prohibits certain business combinations between Nevada corporations and "interested

stockholders"

If the buyers of those shares

themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are

accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any

stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to

demand fair value for such stockholder's shares.

Nevada's control share

law may have the effect of discouraging corporate takeovers.

In addition to the

control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations

and "interested stockholders"

for three years after the "interested stockholder"

first becomes an "interested stockholder"

unless the corporation's board of directors approves the combination in advance.

For purposes of Nevada law, an "interested

first becomes an "interested

stockholder"

is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power

of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within

the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then

outstanding shares of the corporation.

unless the corporation's board of directors approves the combination in advance.

For purposes of Nevada law,

an "interested stockholder"

is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or

more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation

and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the

voting power of the then outstanding shares of the corporation.

The definition of the term "business combination"

is sufficiently broad to cover

virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition

or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.

The effect of Nevada's business combination

law is to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval

of our Board of Directors.

sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets

to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other

stockholders.

The effect of Nevada's

business combination law is to potentially discourage parties interested in taking control of the company from doing so if it cannot

obtain the approval of our Board of Directors.

Family Relationships

There are no family relationships among

the directors and executive officers of our company.

There are no family

relationships among the directors and executive officers of our company.

Conflicts of Interest

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Involvement in Certain Legal Proceedings

To the best of our knowledge, during the

past five years, none of the following occurred with respect to a present or former director or executive officer of the company:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a criminal proceeding or

being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject

to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,

permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities

or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange

Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and

the judgment has not been reversed, suspended or vacated.

To the best of our

knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive

officer of the company:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner

or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a

criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,

securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the Securities

and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities

law, and the judgment has not been reversed, suspended or vacated.

Executive Compensation

Summary Compensation Table

The following Summary Compensation Table

provides certain summary information concerning the compensation of our Chief Executive Officer.

The following Summary

Compensation Table provides certain summary information concerning the compensation of our Chief Executive Officer and Controller.

Name and Principal Position

Non-equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

Joseph Michael Redmond,

Chief Executive Officer, President

President and Chief Executive Officer

Christine Farrell,

Controller and Secretary

Redmond agreed to defer salary payments until we have raised additional capital.

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Redmond’s employment agreement.

Narrative Disclosure to Summary Compensation Table

We review compensation annually for all

of our employees, including our executives.

In setting executive base salaries and bonuses and granting equity incentive awards,

we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual

performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term

results that are in the best interests of our stockholders, and a long-term commitment to our company.

We do not target a specific

competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

Outstanding Equity Awards at Year-End

We have not adopted any equity compensation

We have entered into an individual compensation plan for Joseph Michael Redmond, CEO, for which Mr.

Redmond is to receive

10 million shares of stock and stock options of 15 million at $0.25.

The options vest upon achieving the following milestones 5

million options vest upon each milestone, when the Company obtains revenue of $5 million, $10 million and $15 million.

received 5.3 million shares of common stock of the 10 million shares owed upon signing, by reserving control of the investing entity

called Green Energy Alternatives, Inc., of which Mr.

Redmond is now a common officer.

Redmond has been issued the remaining

4.7 million shares of common stock related to his employment agreement.

200,000 restricted stock units were granted March 9, 2020.

100,000 shares vested immediately and 100,000 shares vest on the first anniversary.

100,000 shares of common stock issued at a fair value of $6,000.

Equity Awards at Year-End

of July 31, 2020, Mr.

Redmond had options outstanding exercisable for 15 million shares of common stock at $0.25 per share, none

of which were vested.

All such options were cancelled in September 2020.

As of July 31, 2020, Ms.

Farrell was granted 200,000 restricted

stock at $2.24 per share units on March 9, 2020.

100,000 shares vested on March 9, 2020 and 100,000 shares vest on March 9, 2021.

Employment Agreements

Redmond has a written employment agreement for an initial three-year term, which provides for the following compensation terms

Redmond has a written employment agreement for an initial three-year term, that commenced on December 7, 2017, which provides for

the following compensation terms for Mr.

Pursuant to the Employment Agreement, Mr.

Redmond will initially receive a base salary of $120,000 per year, subject

to increases after certain Company milestones are obtained as noted in the Agreement.

Redmond is eligible to participate in

the Company’s performance-based cash incentive bonus program.

Redmond also received the right to purchase restricted

common stock as well as options to purchase common stock of the Company pursuant to vesting upon achieving certain Company milestones

as noted in the Agreement.

Redmond will initially receive a base

salary of $120,000 per year, subject to increases after certain Company milestones are obtained as noted in the Agreement.

Redmond is eligible to participate in the Company’s performance-based cash incentive bonus program.

In connection with his

employment agreement, Mr.

Redmond received receive 10 million shares of stock and stock options exercisable for 15 million

shares of our common stock at $0.25 per share.

Of the 10 million shares of common stock, $5.3 million are held by Green Energy

Alternatives, Inc.

The options were to vest upon achieving certain revenue milestones.

The milestones were not met, and were cancelled

in September 2020.

Pension Benefits

We currently do not maintain any pension

plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

We currently do not

maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement

Non-Qualified Deferred Compensation

We currently do not maintain any nonqualified

deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

We currently do not

maintain any nonqualified deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

Employee Benefit Plans

We currently do not maintain any employee

benefit plan of any kind for our employees.

Compensation of Directors

At this time, members of our company’s

directors are not entitled to compensation for service on our company’s board of directors, nor on any other committee thereof.

They receive stock options upon becoming a director.

In addition, they may be reimbursed for certain expenses in connection with

attendance at meetings of our company’s board of directors and committees thereof.

We currently do not

maintain any employee benefit plan of any kind for our employees.

Summary Director Compensation Table

The following table shows information regarding

the compensation earned or paid during 2020 to non-employee directors who served on the board of directors during the year.

Name and Principal Position

Restricted Stock

Unit Awards ($)

Jacob Vanlandingham Director

500,000 restricted stock units were granted upon

becoming a Director on September 20, 2019.

200,000 shares vested upon becoming a board member.

200,000 shares vested

on the first anniversary and 100,000 will vest on the second anniversary.

500,000 restricted stock units were granted upon becoming a Director on August 28, 2019.

shares vested upon becoming a board member 200,000 shares vested on the first anniversary and 100,000 will vest on the second

500,000 restricted stock units were granted upon becoming a Director on October 23, 2019.

200,000 shares vested upon becoming a board member 200,000 shares vested on the first anniversary and 100,000 will vest on the

second anniversary.

Narrative Disclosure to Summary Director

Compensation Table

this time, members of our board of directors are not entitled to compensation for service on our board of directors, nor on any

other committee thereof.

They receive restricted stock units upon becoming a director that vest over a two-year period.

they may be reimbursed for certain expenses in connection with attendance at meetings of our board of directors and committees

Limitation of Liability and Indemnification

Our articles of incorporation contain provisions

that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws

authorize our company to provide indemnification to our directors and officers and persons who are or were serving at our request

as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture,

trust or other enterprise to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws also authorize

our company, by action of our board of directors, to provide indemnification to employees and agents of our company and persons

who are serving or did serve at our request as an employee or agent of another corporation or of a partnership, limited liability

company, joint venture, trust or other enterprise with the same scope and effect as provided to our directors and officers as described

No pending litigation or proceeding involving

a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought.

not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other

agent of our company.

We anticipate obtaining director and officer

liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters

arising under the Securities Act.

See “Disclosure of SEC Position on Indemnification for Securities Act Liabilities.”

Our articles of incorporation

contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation

and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at

our request as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint

venture, trust or other enterprise to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws also

authorize our company, by action of our board of directors, to provide indemnification to employees and agents of our company and

persons who are serving or did serve at our request as an employee or agent of another corporation or of a partnership, limited

liability company, joint venture, trust or other enterprise with the same scope and effect as provided to our directors and officers

as described above.

No pending litigation

or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification

is being sought.

We are not aware of any threatened litigation that may result in claims for indemnification by any director, officer,

employee or other agent of our company.

We anticipate obtaining

director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters,

including matters arising under the Securities Act.

See “Disclosure of SEC Position on Indemnification for Securities Act

Liabilities.”

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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The following tables set forth certain information concerning the beneficial ownership of our common

stock at October 23, 2019, by:

stock at November 12, 2020, by:

(i) each person known by us to own beneficially more than 5% of our outstanding capital stock;

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and (iii) all current directors and executive officers as a

Unless otherwise indicated, the principal

address of each of the stockholders below is c/o Odyssey Group International, Inc., 4372 Morse Ave, Irvine, CA 92614.

as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and

investment power with respect to all shares of common stock held by them.

Name and Address of

Beneficial Owner

Number of Shares

Beneficially Owned*

Unless otherwise indicated,

the principal address of each of the stockholders below is c/o Odyssey Group International, Inc., 4372 Morse Ave, Irvine,

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have

sole voting and investment power with respect to all shares of common stock held by them.

Name of Beneficial Owner

Address of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Class**

Electromedica, LLC (1)

214 Via Emilia Dr

Palm Beach Garden, FL-33418

LBL Remodeling, Inc.

26895 Aliso Creek Rd.

Aliso Viejo, CA-92656

Market Group International (2)(7)

1 Technology Ste 515

Irvine, CA-92618

Green Energy Alternatives, Inc.

690 Highway 89 Ste 200

Jackson, WY-83001

Adwin, LLC (3)(6)

75-378 Nani Kailua Dr.

Kailua Kona, HI-96740

Eco Scientific, Inc.

Market Group International (4)(7)

16 Technology Ste 205

Irvine, CA-92618

Northern Gates

13295 S Sweet Caroline Dr, #B

Rivertone, UT-84065

Regal Growth, LLC (5)(6)

Green Energy Alternatives, Inc.

2309 Valleyfield Ave.

Thousand Oaks, CA-91360

Yellow Jade Investment, LLC

1500 Lynman Ave

Thousand Oaks, CA-91360

Joseph Vigliarolo

All Persons Named in the Summary Compensation Table and Directors and Executive Officers as a Group (2 persons)

2321 Rosecrans Ave, Suite 3285

El Segundo, CA-90245

Michael Redmond, President, CEO and Principal Financial Officer

Christine Farrell, Controller and Secretary (7)

Jerome Casey, Director (8)

Jeffrey Conroy, Director (8)

John Gandolfo, Director (8)

Jacob Vanlandingham, Director (9)

Directors and Executive Officers as a Group (6 persons)

_______________

* Beneficial ownership is determined in accordance with the

rules of the SEC that generally attribute beneficial ownership of securities to persons who possess sole or shared voting power

and/or investment power with respect to those securities.

Common stock subject to options or warrants that are currently exercisable

or exercisable within 60 days of the date of this report are deemed to be outstanding and to be beneficially owned by the person

or group holding such options or warrants for the purpose of computing the percentage ownership of such person or group but are

not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Unless otherwise

indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s

** Percent of class is calculated on the basis of the number

of shares outstanding on the date of this report plus the number of shares the person has the right to acquire within 60 days of

the date of this report.

* Beneficial ownership is determined in

accordance with the rules of the SEC that generally attribute beneficial ownership of securities to persons who possess sole or

shared voting power and/or investment power with respect to those securities.

Common stock subject to options or warrants that

are currently exercisable or exercisable within 60 days of the date of this report are deemed to be outstanding and to be beneficially

owned by the person or group holding such options or warrants for the purpose of computing the percentage ownership of such person

or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of

such person’s household.

** Percent of class is calculated on the

basis of the number of shares outstanding on the date of this report plus the number of shares the person has the right to acquire

within 60 days of the date of this report.

Electromedica, LLC shares issued per license agreement

Market Group International is 100% owned beneficially and of record by Robert VanBoren.

Adwin LLC is 100% owned beneficially and of record by Pablo Penaloza.

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is 100% owned beneficially owned by Steve Miller, former CEO of the Company.

Market Group International is 100% owned beneficially and of record by Robert VanBoren.

Regal Growth, LLC is 100% owned beneficially and of record by Grace Reininger.

Green Energy Alternatives, Inc.

is 100% owned beneficially by Joseph Michael Redmond, current CEO of the Company.

The Company issued 100,000,000 shares of common stock in total to four parties to acquire all of the proprietary rights in and to the formula called “Fit.”

1 unchanged sentence

In 2018, these entities agreed to restructure their stock shares down from 25,000,000 to 10,000,000 shares of common stock issued to them.

We have entered into an individual compensation

plan for Joseph Michael Redmond, CEO, for which Mr.

Redmond is to receive 10 million shares of stock and stock options of 15 million

The options vest upon achieving the following milestones 5 million options vest upon each milestone, when the Company

obtains revenue of $5, million, $10 million and $15 million.

Redmond received 5.3 million shares of common stock of the 10

million shares owed upon signing, by reserving control of the investing entity called Green Energy Alternatives, Inc., of which

Redmond is now a common officer.

Redmond has been issued the remaining 4.7 million shares of common stock related to his

employment agreement.

Includes 100,000 shares of common stock and 100,000 restricted stock units

Includes 300,000 restricted stock units

Vanlandingham is the beneficial owner of Prevaus Inc.

which holds 2 million shares of common stock

Redmond is the

beneficial recipient of 5.3 million shares of common stock of the 10 million shares owed upon signing, by reserving control of

the investing entity called Green Energy Alternatives, Inc., of which Mr.

Redmond is not owner of the shares, nor does he have

any ownership in Green Energy Alternatives Inc.

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

Director Independence

Our board of directors has adopted the definition

of “independence”

as described under the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under

the Securities Exchange Act of 1934.

As of the date of this report, none of our directors satisfies these independence conditions.

Interests of Named Experts and Counsel

Christopher A.

Wilson, Esq., the Company’s

named attorney, owns 35,000 shares of our common stock.

At July 31, 2020, The

Company had a common officer with Green Energy Alternatives, Inc.

As of July 31, 2020, and 2019, Green Energy Alternatives, Inc.

held 5.3 million shares of the Company’s common stock.

On November 9, 2020, Mr.

Redmond, terminated his relationship with

Green Energy Alternatives, Inc.

and has no beneficial relationship with the company.

Due to officers and executives

The following amounts were due to an officer and an executive

of the Company and were included in accounts payable on the balance sheet

July 31, 2020

July 31, 2019

Christine Farrell, Controller

Accrued compensation due Mr.

Balance 7/31/2018

Balance 7/31/2019

Balance at 7/31/2020

As a result of the

agreement that was entered into in June 2019 with Prevacus, Inc., Dr.

Vanlandingham is considered a related party due to his affiliation

with Prevacus, Inc.

as its president and his position on our Board of Directors.

Vanlandingham Ph.D., was issued one million

shares of the Company’s common stock and the Company allocated 16,000 shares of common stock valued at $20,000 to Dr.

Vanlandingham

as a Director of the Company.

The Company recognized expense of $10,000 for the year ended July 31, 2020.

Principal Accountant Fees and Services

The following table sets forth fees related

to services performed by Piercy Bowler Taylor & Kern for the years ended July 31, 2019 and 2018:

Piercy Bowler Taylor & Kern, Certified

Public Accountants, (“PBTK”) was our independent registered public accounting firm until they were acquired by acquired

by BDO USA, LLP (“BDO”) in July 2020, at which point BDO was appointed our independent registered public accounting

firm, until BDO was replaced and Turner, Stone and Company, LLP (“TSC”) was appointed in October 2020.

were paid to BDO or TSC for professional audit or other services during the fiscal year ended July 31, 2020.

The following

table summarizes the aggregate fees for professional audit and other services rendered by PBTK, BDO and TSC, during the fiscal

year ended July 31, 2020, and the aggregate fees for professional audit and other services rendered by PBTK during the year ended

July 31, 2019.

Audit fees (1)

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Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.

Tax fees principally included tax advice, tax planning and tax return preparation.

Other fees related to registration statement reviews and comments.

The Board of Directors has reviewed and

discussed with the Company's management and independent registered public accounting firm the audited financial statements of the

Company contained in the Company's Annual Report on Form 10-K for the Company's 2019 fiscal year.

The Board has also discussed

with the auditors the matters required to be discussed pursuant to SAS No.

61 (Codification of Statements on Auditing Standards,

AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.

The Board has received and reviewed the

written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board

1 (Independence Discussions with Audit Committees) and has discussed with its auditors its independence from the Company.

The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred

to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form

10-K for its 2019 fiscal year for filing with the SEC.

The Board of Directors

has reviewed and discussed with the Company's management and TSC, its independent registered public accounting firm the audited

financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2020 fiscal year.

Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No.

61 (Codification of Statements

on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's

financial statements.

The Board has received

and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence

Standards Board Standard No.

1 (Independence Discussions with Audit Committees) and has discussed with its auditors its independence

from the Company.

The Board has considered whether the provision of services other than audit services is compatible with maintaining

auditor independence.

Based on the review

and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's

Annual Report on Form 10-K for its 2020 fiscal year for filing with the SEC.

Pre-Approval Policies

The Board's policy is now to pre-approve

all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's

independent registered public accounting firm;

provided, however, pre-approval requirements for non-audit services are not required

if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in

the fiscal year when services are provided;

The Board's policy

is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided

by the Company's independent registered public accounting firm;

provided, however, pre-approval requirements for non-audit services

are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its

accountant in the fiscal year when services are provided;

(2) were not recognized as non-audit services at the time of the engagement;

are promptly brought to the attention of the Board and approved prior to the completion of the audit.

and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The following list is intended to

constitute the exhibit index.

Exhibit Number

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* Filed herewith.

Form 10-K Summary

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized, as of October 23, 2019.

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized, as of November 13, 2020.

ODYSSEY GROUP INTERNATIONAL, INC.

1 unchanged sentence

Joseph Michael Redmond

Chief Executive Officer, President and Director

(Principal Executive and Financial Officer)

In accordance with the Securities Exchange

Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on

the dates indicated.

/s/ Joseph Michael Redmond

Chief Executive Officer, President, Director

October 23, 2019

Joseph Michael Redmond

Chief Executive Officer, President and

(Principal Executive Officer,

/s/ Joseph Michael Redmond

Chief Financial Officer, Secretary, Director

October 23, 2019

Joseph Michael Redmond

(Principal Financial Officer)

Chief Financial Officer and Accounting Officer)

In accordance with

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.

/s/ Joseph Michael Redmond

October 23, 2019

Chief Executive Officer, Chief Financial Officer, President, Director

November 13, 2020

Joseph Michael Redmond

(Principal Executive Officer and Principal Financial Officer)

/s/ Jerome Casey

November 13, 2020

/s/ Jeffrey Conroy

November 13, 2020

Jeffrey Conroy

/s/ John Gandolfo

November 13, 2020

John Gandolfo

/s/ Jacob Vanlandingham

November 13, 2020

Jacob Vanlandingham

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 9A. Controls and Procedures