Odyssey Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Financial statements of Odyssey Group International, Inc. Report of Independent Registered Public Accounting Firm Balance Sheets as of July 31, 2020 and 2019. Statements of Operations for the Years Ended July 31, 2020 and 2019. Statements of Stockholders’ Equity (Deficiency) for the Years Ended July 31, 2020 and 2019. Statements of Cash flows for the Years Ended July 31, 2020 and 2019. Notes to the Financial Statements 31 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Odyssey Group International, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Odyssey Group International, Inc. (the “Company”) as of July 31, 2020, the related statements of operations, stockholders’ equity (deficiency) and cash flows, for the year ended July 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2020, and the results of its operations and its cash flows for the year ended then ended, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has incurred losses since inception and is currently dependent on the stockholders and lenders to fund its operational and marketing activities. Management’s plans in regard to these matters are also described in Note 10. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /s/ Turner, Stone & Company, L.L.P. Dallas, Texas November 13, 2020 We have served as the Company’s auditor since 2020. 32 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders Odyssey Group International, Inc. Irvine, CA Opinion on the Financial Statements. We have audited the accompanying balance sheet of the Odyssey Group International, Inc. (the Company) as of July 31, 2019, and the related statements of operations, stockholders’ equity (deficiency) and cash flows, for the year then ended, and the notes to the financial statements (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States (U.S.). Restatement of Previously Issued Financial Statements. As discussed in Note 4 to the financial statements, the 2019 financial statements have been restated to correct a misstatement. Ability to Continue as a Going Concern. The financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 10 to the financial statements, the Company has incurred losses since inception and is currently dependent on the stockholders and lenders to fund its contemplated operational and marketing activities that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 10 . The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter. Basis for Opinion. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. /s/ Piercy Bowler Taylor & Kern Certified Public Accountants We have served as the Company's auditor from 2014 to 2020. Las Vegas, Nevada October 23, 2019, except for the effects of the restatement discussed in Note 4 to the financial statements, as to which the date is November 13, 2020 F- 1 Odyssey Group International, Inc. Balance Sheets July 31, 2020 July 31, 2019 (Restated) Assets Current assets: Cash $ 62,952 $ 167,095 Prepaid expenses 36,667 302,833 Loan receivable – 50,000 Total current assets 99,619 519,928 Property and equipment, net 965 1,517 Intangible assets, net 5,000 15,000 Total assets $ 105,584 $ 536,445 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 269,387 $ 47,743 Accrued wages 211,702 297,547 Convertible notes payable, net of debt discount of $233,770 and $213,650 225,973 784,913 Total current liabilities 707,062 1,130,203 Long term debt 50,000 – Total liabilities 757,062 1,130,203 Commitments and contingencies – – Stockholders' equity (deficiency): Preferred stock, $.001 par value; 100,000,000 shares authorized, no shares issued or outstanding – – Common stock, $.001 par value; 500,000,000 shares authorized with 88,559,978 and 86,990,400 issued and outstanding 88,560 86,990 Additional paid-in capital 28,110,689 23,821,124 Deficit (28,850,728 ) (24,501,872 ) Total stockholders’ equity (deficiency) (651,478 ) (593,758 ) Total liabilities and stockholders’ equity (deficiency) $ 105,584 $ 536,445 The accompanying notes are an integral part of these financial statements F- 2 Odyssey Group International, Inc. Statements of Operations Year Ended July 31, 2020 July 31, 2019 (Restated) Revenues $ – $ – Costs of goods sold – – Gross profit – – General and administrative expense 3,846,663 23,358,713 Loss from operations (3,846,663 ) (23,578,713 ) Interest expense (502,192 ) (70,282 ) Net loss $ (4,348,855 ) $ (23,428,995 ) Basic and diluted net loss per share: $ (0.05 ) $ (0.34 ) Weighted average number of shares used for basic and diluted calculations 87,123,187 69,898,436 The accompanying notes are an integral part of these financial statements F- 3 Odyssey Group International, Inc. Statements of Stockholders’ Equity (Deficiency) For the Years Ended July 31, 2020 and 2019 Common Stock Additional Paid-In Total Equity Shares Dollars Capital Deficit (Deficiency) Balances July 31, 2018 61,414,000 $ 61,414 $ 192,086 $ (1,072,877 ) $ (819,377 ) Note payable converted to common stock 2,531,400 2,531 22,783 – 25,314 Common stock issued for services 321,000 321 331,929 – 332,250 Common stock issued for compensation 4,720,000 4,720 67,280 – 72,000 Common stock issued for research and development 18,004,000 18,004 22,486,996 – 22,505,000 Common stock options issued for research and development – – 506,400 – 506,400 Warrants issued in connection with convertible notes – – 13,075 – 13,075 Beneficial conversion feature related to convertible notes – – 200,575 – 200,575 Net loss (Restated) – – – (23,428,995 ) (23,428,995 ) Balances July 31, 2019 (Restated) 86,990,400 $ 86,990 $ 23,821,124 $ (24,501,872 ) $ (593,758 ) Common stock issued for services 225,000 225 346,775 – 347,000 Convertible notes payable converted to common stock 535,000 535 266,965 – 267,500 Note payable converted to common stock 809,578 810 808,768 – 809,578 Common stock options issued for services – – 33,521 – 33,521 Common stock restricted units issued for services – – 2,403,106 – 2,403,106 Warrants and beneficial conversion feature issued in connection with convertible notes – – 430,430 – 430,430 Net loss – – – (4,348,855 ) (4,348,855 ) Balances July 31, 2019 88,559,978 $ 88,560 $ 28,110,689 $ (28,850,728 ) $ (651,478 ) The accompanying notes are an integral part of these financial statements F- 4 Odyssey Group International, Inc. Statements of Cash Flows Year Ended July 31, 2020 July 31, 2019 (Restated) Operating activities Net loss $ (4,348,855 ) $ (23,428,995 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 10,552 10,551 Common stock for in-process research and development – 23,011,400 Stock based payment expense for consulting and compensation 2,783,627 101,417 Debt discount 409,878 408 Changes in operating assets and liabilities: Decrease in other current assets 266,166 – Increase in accounts payable 221,644 21,053 Decrease and increase in accrued wages (85,845 ) 109,047 Increase in accrued interest 93,690 70,282 Net cash used in operating activities (649,143 ) (104,837 ) Financing activities Proceeds from convertible notes payable 495,000 271,542 Proceeds from Paycheck Protection Program 50,000 – Net cash provided by financing activities 545,000 271,542 Net change in cash (104,143 ) 166,705 Cash, beginning of year 167,095 390 Cash, end of year $ 62,952 $ 167,095 Noncash Investing and Financing Activities Common stock issued for consulting services 347,000 332,250 Warrants and beneficial conversion feature issued in connection with convertible notes 430,430 213,650 Debt converted to common stock 1,077,078 25,314 The accompanying notes are an integral part of these financial statements F- 5 Odyssey Group International, Inc. Notes to Financial Statements Note 1. Nature of Operations The corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. The Company has three different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders. We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States. Note 2. Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with GAAP generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Basis of accounting The Company has not elected to adopt the option available under GAAP to measure any of its eligible financial instruments or other items at fair value. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP. Loan receivables Loan receivables are amounts in transit and due the Company and are related to the convertible notes payable. Property and equipment, net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. For each the fiscal years 2020 and 2019, the Company recognized depreciation expense of $522 and $551, respectively. F- 6 Intangible assets, net Intangible assets are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. There were no events or changes in circumstances that would indicate a possible impairment as of July 31, 2020. For each the fiscal years 2020 and 2019, the Company recognized amortization expense of $10,000. Beneficial conversion feature of convertible notes payable The Beneficial Conversion Feature (“BCF”) of a convertible note (Note 5) is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants. Basic and diluted net loss per share were the same for all periods presented as the Company was in a loss position for all periods. The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive: Fiscal Year Ended July 31, 2020 2019 Options to purchase common stock 375,000 250,000 Equivalent shares of convertible notes into common stock 654,821 252,188 Warrants to purchase common stock 44,500 25,000 Restricted stock units 750,000 – Total potentially dilutive securities 1,824,321 527,188 Revenue recognition The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. Payment terms vary depending on the country of sale, type of customer, and type of product. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money. We are not currently selling or marketing any products, as our products are in development and FDA clearance to market our products will be required in order to sell in the United States. F- 7 Stock based compensation We recognize compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors. The fair value of restricted stock is measured using the grant date trading price of our stock and is modified by other factors pursuant to IRC §83 and the regulations promulgated thereunder. The fair value of stock option awards (Note 8) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options. Fair value measurements The carrying values of cash, prepaid expenses, loan receivable, accounts payable, accrued wages and notes payable approximate their estimated fair values because of the short-term nature of these instruments. Research and development expense Research and development costs are expensed in the period when incurred as a component of general and administrative expense. The Company recognized research and development expense of $20,237 and $23,011,400, respectively, in fiscal 2020 and 2019 (Note 4). Income taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at July 31, 2020 and 2019. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. F- 8 On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the “Tax Reform Law”). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduced the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company analyzed the provisions of the Tax Reform Law to assess the impact on the Company’s consolidated financial statements and determined it had no material impact. Note 3. Impact of New Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. The FASB issued ASU 2017-11, Earnings Per Share (Topic 260) effective for annual reporting periods beginning after December 15, 2018. The amendments update the change in the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and interim periods, with early adoption permitted. The Company adopted the standard as of August 1, 2019, which did not have a material impact on the Company’s financial statements and disclosures. The FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, effective for annual reporting periods beginning after December 15, 2017. The ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance allows companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The new guidance is being applied prospectively to awards modified on or after the adoption date. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The adoption of ASU 2017-09 as of August 1, 2019 did not have a material impact on the Company’s financial statements and disclosures. The FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The adoption of ASU 2017-11 as of August 1, 2019 did not have a material impact on the Company’s financial statements and disclosures. Note 4. Acquisition of Intellectual Property During the year ended July 31, 2019, the Company acquired various intellectual properties as follows: 1. The Company acquired the patent related to the exclusive license and distribution rights of the CardioMap®, which is intended to be an advanced technology for early non-invasive testing for heart disease. The acquisition cost of $18.75 million was paid with 15 million shares of the Company’s common stock with a fair market value of $1.25 per share. F- 9 2. The Company acquired the intellectual property, know-how and patents for an anti-choking, life-saving medical device from Dr. James De Luca, inventor, and Murdock Capital Partners. The asset was purchase for $675,400, for 20,000 shares of the Company’s common stock with a fair market value of $1.25 per share and stock options exercisable for 600,000 shares of the Company’s common stock with a value of $506,400 and a onetime cash payment totaling $250,000 that will be paid contingent upon FDA clearance of the product. 3. The Company acquired an interest in the patented chemical compound for a neurosteroid as part of an agreement with Prevacus, Inc. The acquisition cost was $3.73 million was paid with 2.984 million shares of the Company’s common stock with a fair market value of $1.25 per share. In preparing the financial statements for fiscal 2019, the Company determined that the intellectual property acquired should be recorded as an intangible asset on our balance sheet and amortized over the life of the underlying intellectual property. On subsequent review during fiscal 2020, it was determined that all value assigned to such intellectual property should be expensed as in-process research and development as of the purchase date. Accordingly, the fiscal year ended July 31, 2019 has been restated to reverse the asset and related amortization, and record the cost as a component of general and administrative expense in the amount of $23,011,400 for the fiscal year ended July 31, 2019, as previously disclosed in our Form 10-K/A filed on November 13, 2020. Note 5. Notes Payable The Company had a note payable that was subject to conversion upon an equity financing in the Company. On June 3, 2020, pursuant to the convertible debt agreements dated January 4, 2017, the debt holder, Vivakor Inc. and the Company agreed to convert all existing debt and accrued interest into restricted common stock of the Company at $1.00 per share. The debt, including accrued interest, of $809,578 was converted into 809,578 shares of our common stock. As of July 31, 2020, the Company had 11 additional convertible debt notes outstanding with a balance of $225,973, net of discounts, includes accrued interest totaling $14,742. The notes bear interest at 7.0% annually and the entire outstanding principal amount, together with accrued interest shall become due and payable on the date that is one year from the date of issuance, unless before such date, is converted into shares of capital stock of the Company. At the option of the holder, the principal amount of the notes and any accrued interest may be converted into shares of common stock at a conversion price of $1.00 per share, or at a 10% discount to the closing price on the day of conversion, but not lower than $0.50 or $0.80 per share. At maturity, and subject to a trickle out agreement, the Company shall have the right to either pay off the notes and any interest accrued or convert the notes and any accrued interest into shares of common stock. The debt holders were issued common stock warrants equal to 10% of the notes with a price of $1.50 per share with a one-year term from the investment date. The investors are sophisticated and represented in writing that they were each an accredited investor and acquired the securities for their own account for investment purposes. The Company does not have any other relationship with the investors in the notes. Because the conversion features met the criteria for characterization as beneficial conversion features, a portion of the proceeds, including warrants, totaling $430,430 from the issuance of the notes, was accounted for as attributable to the conversion feature. The intrinsic value of certain convertible debt notes issued exceeded the proceeds in the amount of $345,000; however, the amount of the debt discount is limited to the investment. Each of the warrants and beneficial conversion features are being amortized over the one-year term from issuance. Note 6. Long Term Debt On May 8, 2020, the Company received loan proceeds in the amount of $50,000 under the Paycheck Protection Program (“PPP”). The PPP, established as part of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses for amounts up to 2.5 times of the average monthly payroll expenses of the qualifying business. The loan and accrued interest are forgivable as long as the borrower uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels. Any unforgiven portion of the PPP loan is payable over two years at an interest rate of 1%, with a deferral of payments for the first six months. The Company recorded the loan as long-term debt and used the proceeds for purposes consistent with the PPP. F- 10 Note 7. Common Stock On January 9, 2019, Vivakor, Inc. (“Vivakor”) gave written notice to the Company effecting a conversion of $25,314 of convertible debt into 2,531,400 shares of Common Stock of the Company, issued to Vivakor pursuant to the Master Revolving Note, dated as of January 4, 2017, and amended as of February 1, 2018, by and between the Company and Vivakor. On April 17, 2019, the Company entered into an agreement for consulting services to be provided through April 2020. The Company granted the consultant 100,000 shares of the Company’s common stock. On May 22, 2019, the Company entered into employment agreements for two part-time employees. The Company granted the employees 10,000 shares each of the Company’s common stock. At July 31, 2020, the shares have not been issued. On March 22, 2019, April 17, 2019, June 1, 2019, and July 26, 2019, the Company entered into one-year agreements for consulting services. The Company granted the consultants a total of 305,000 shares of the Company’s common stock. On June 27, 2019, the Company entered into a Definitive Agreement with Prevacus to form a Joint Venture (“JV”) relating to the development of a neurosteroid for treating two orphan disorders, ALS and Niemann Picks disease. Prevacus will contribute to the JV the chemical compound and Odyssey will be responsible for funding the JV through Phase One clinical trials. The JV will own the patents. Each party will own the JV equally. In addition to the JV, the two companies have entered into a share exchange agreement whereby Prevacus received three million shares of the Company’s common stock and the Company will receive one million shares of Prevacus stock. The chemical compound for the neurosteroid being developed has issued patents and, as consideration for the patented compound, the Company issued Prevacus two million shares of its common stock. As part of the Agreement, Dr. Jacob Vanlandingham Ph.D., CEO of Prevacus, was issued one million shares of the Company’s common stock. The Company allocated 984,000 shares to the acquisition of the patent and 16,000 shares were allocated to Dr. Vanlandingham as a Director of the Company and were valued at $1,230,000 and $20,000, respectively. The Company recognized research and development expense $1,230,000 and board of director expense of $10,000 for the year ended July 31, 2020. On June 27, 2019, the Company entered into a Definitive Agreement with Dr. James De Luca, inventor and Murdock Capital Partners (“MCP”), advisors to De Luca, to acquire the intellectual property, know-how and patents for a life-saving medical device currently in development. The Company acquired intellectual property rights, namely, United States Letters Patent No. 7,559,921, entitled “Device for Removing a Lodged Mass” which issued on July 14, 2009 and which was reissued on June 2, 2015 and received U.S. Reissue Patent No. Re 45,535 and United States Patent Number 8,454,624 also entitled “Device for Removing a Lodged Mass,” which was issued on June 4, 2013. As consideration for the patent and intellectual property, the Company granted stock options totaling 600,000 shares of the Company’s common stock, vesting on certain milestones. The options will be split between De Luca and MCP. The Company also granted De Luca, 20,000 shares of the Company’s common stock. A one-time cash payment totaling $250,000 will be paid to De Luca and MCP upon FDA clearance of the product (Note 4). On December 1, 2019, the Company entered into a corporate development, investor relations and advisory agreement. The agreement is for twelve months commencing on December 1, 2019 and provides for a monthly cash fee, provided the Company has sufficient funds to pay. Fees accrue until the Company has $250,000, and then all accrued and earned compensation up to $30,000 will be paid. Upon mutual agreement, the accrued cash fee may be converted into equity at an agreed upon price per share. In addition, the Company will issue 200,000 shares of common stock, 50,000 shares vesting quarterly, beginning December 1, 2019. On May 6, 2020, the Company entered into an agreement for investor relations consulting services to be provided through August 2020. The Company granted the consultant 25,000 shares of the Company’s common stock. F- 11 Note 8. Stock Based Compensation We have not adopted any equity compensation plans. We have entered into an individual equity compensation plan for Mr. Redmond, pursuant to which Mr. Redmond was granted stock options for 15 million shares of the Company’s common stock at $0.25 per share. The options vest in tranches of 5 million shares upon achieving revenue of $5 million, $10 million and $15 million. Mr. Redmond cannot sell any of the above stock options for two years from the effective date of the employment agreement or until the Company reaches $10 million in annual revenue, whichever occurs first. The stock option vesting accelerates and becomes immediately exercisable upon the sale, merger or any transaction resulting in the majority (more than 50%) of the Company’s stock being obtained. The Company did not record any expense related to this stock option, as it had not determined that it was probable that the milestones will be achieved. On September 16, 2020, the stock options were cancelled, as the stock option agreement was never entered into. As part of the agreement, Dr. Jacob Vanlandingham Ph.D., CEO of Prevacus, was issued one million shares of the Company’s common stock. The Company allocated 16,000 shares of common stock valued at $20,000 were allocated to Dr. Vanlandingham as a Director of the Company. The Company recognized expense of $10,000 for the year ended July 31, 2020. On August 15, 2019, the Company amended its agreement with its financial consultant, and officer of the Company, to included monthly payments of $5,000 and 200,000 restricted stock options to be granted in accordance with the mutual agreement of the Board’s compensation committee. As of April 30, 2020, restricted stock options have been issued and with vesting 50% vesting one year from signing. The Company recognized expense of $312,356 for the year ended July 31, 2020. On August 28, 2019, Mr. Jeff Conroy joined the Company’s Board of Directors as an independent director. On September 20, 2019, Mr. Jerry Casey joined the Company’s Board of Directors as an independent director. On October 23, 2019, Mr. John Gandolfo joined the Company’s Board of Directors as an independent director and was elected chair of the audit committee. All Directors are compensated with stock in accordance with the mutual agreement of the Board’s compensation committee. As of July 31, 2020, the Company recognized $1,988,749 in board compensation expense. On January 10, 2020, the Company entered into a consulting agreement with a design group for the development of the Save A Life anti-choking device. The consultant will receive payments based on actual work performed and 50,000 stock options, vesting 50% on signing and 50% one year from signing. The stock options were valued using the Black-Scholes option pricing model with the following assumptions: expected volatility 48%, risk free interest rate 1.53%, expected life (years) 5.00 and 0% dividend yield. On February 5, 2020, the Company entered into a consulting agreement with the appointment of Mike Contarino as head of Product Development. Mr. Contarino will receive monthly payments of $2,500 and 50,000 restricted stock units vesting over time. The Company recognized expense of $102,000 for the year ended July 31, 2020. Note 9. Income Taxes The Company files income tax returns in the U.S. federal jurisdiction and the various states in which we operate. The Company registered with the Franchise Tax Board in the State of California in tax year 2020, but was not required to file a tax return for tax year 2019. The Company’s tax returns are currently not under examination for any year. The Company’s deferred tax assets consist of federal net operating loss carryforwards that expire through the year 2035. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty as to the Company’s ability to continue as a going concern (Note 10). F- 12 The following table reconciles the U.S. federal statutory rate to the Company’s effective tax rate: For the year ended July 31, 2020 2019 US federal statutory rates $ 21% $ 21% Valuation allowance (21% ) (21% ) Effective tax rate $ 0% $ 0% The Company’s tax provision (benefit) was as follows: For the year ended July 31, 2020 2019 Current deferred $ (161,200 ) $ 44,900 Increase in valuation allowance 161,200 (44,900 ) Total $ – $ – The Company’s net deferred tax asset was as follows: For the year ended July 31, 2020 2019 Deferred tax asset $ (407,400 ) $ (246,200 ) Valuation allowance 407,400 246,200 Net deferred tax asset $ – $ – At July 31, 2020, the Company had $1,939,993 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2035. Current or future ownership changes, including issuances of common stock under the terms of the Company’s convertible notes payable may severely limit the future realization of these net operating losses. The Company provides for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against its net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, it has not reflected any benefit from such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $161,200 for the year ended July 31, 2020, related to the current year activity. The Company has reviewed the issuance of stock to certain senior executives who received stock in conjunction with becoming an officer and director of the Company. In this case, as an officer and director of a publicly-traded company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject to a substantial risk of forfeiture per IRC § 83 (c)(3)(A). Given that such stock is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC § 83. As the stock received was nonvested stock, income inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt. F- 13 The Company has reviewed all income tax positions taken or that are expected to be taken for all open years and determined that their income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2020 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of July 31, 2020, there were no unrecognized tax benefits, or any tax related interest or penalties. The Company does not have any examinations ongoing. Tax returns for the years 2014 onwards are subject to federal, state or local examinations. Note 10. Going Concern The Company did not recognize any revenues for the years ended July 31, 2020 or 2019 and had an accumulated deficit of $28,850,728 as of July 31, 2020. For the foreseeable future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management executes the current business plan. The cash available at July 31, 2020 of $62,952 may not provide enough working capital to meet the Company’s current operating expenses through November 13, 2021, as it continues to accrue overhead expenses. The operating deficit indicates substantial doubt about the Company’s ability to continue as a going concern. Management’s plans include engaging in further research and development and raising additional capital in the short term to fund such activities through sales of its common stock. Management’s ability to implement its plans and continue as a going concern may be dependent upon raising additional capital. The Company’s continued existence depends on the success of its efforts to raise additional capital necessary to meet its obligations as they come due and to obtain sufficient capital to execute its business plan. The Company may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that the Company will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If the Company is not able to obtain the additional financing on a timely basis, it may be required to further scale down or perhaps even cease the operation of its business. The issuance of additional equity securities could result in a significant dilution in the equity interests of the Company’s current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase the Company’s liabilities and future cash commitments. The Company’s financial statements do not include adjustments that might result from the outcome of this uncertainty. Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, the Company’s business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where the Company may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. The Company cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products that the Company distributes or uses in its business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in the Company’s operations, increase its costs, or otherwise adversely affect its operations. If the Company is unable to raise additional capital by November 13, 2021, it will adjust its current business plan. Due to the Company’s lack of additional committed capital, recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about the Company’s ability to continue as a going concern. Note 11. Related Party Transactions 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. F- 14 Due to officers and executives The following amounts were due to an officer and executive of the Company and were included in accounts payable on the balance sheet. Year Ended Year Ended July 31, 2020 July 31, 2019 Joseph M. Redmond, CEO $ 2,304 $ 30,060 Christine Farrell, Controller 25,598 – Total $ 27,902 $ 30,060 Accrued compensation due Mr. Redmond was as follows: Total Balance 7/31/2018 $ 80,000 2019 Salary 120,000 Payments (18,462 ) Balance 7/31/2019 181,538 Salary 163,846 Payments (161,538 ) Balance at 7/31/2020 $ 183,846 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. Dr. 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. Note 12. Subsequent Events The Company’s management evaluates subsequent events through the date of issuance of the financial statements. Except for the transactions described below, there were no other events relative to the financial statements that require adjustment to or additional disclosure. Labrys On August 14, 2020, the Company entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%. In consideration for entering into the Labrys SPA, the Company issued 420,000 shares (the “Commitment Shares”) of its common stock. 350,000 of the Commitment Shares (the “Second Commitment Shares”) will be returned to the Company if the Note is fully repaid and satisfied on or prior to August 14, 2021 (the “Maturity Date”). The Note bears interest at 12% per year. F- 15 Upon the occurrence of any “Event of Default” as defined in the Note, the Note is convertible into shares of the Company’s common stock at a price per share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion Price”); provided, however , that Labrys may not convert any portion of the Note which would cause Labrys, collectively with its affiliates, to hold more than 4.99% of the Company’s issued and outstanding common stock, unless such limit is waived. Labrys may not execute any short sales on any of the Company’s common stock at any time while the Note is outstanding. The Note requires that the Company reserve from its authorized and unissued common stock a number of shares equal to the greater of: (a) 1,140,000 shares or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. The Company is subject to penalties for failure to timely deliver shares to Labrys following a conversion request. The Labrys SPA and the Note contain covenants and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the Labrys SPA and the Note, which the Company believes are customary for transactions of this type. Lincoln Park On August 14, 2020, the Company entered into a Purchase Agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “RRA”) with Lincoln Park Capital Fund, LLC (“LPC”). Upon the satisfaction of the conditions to the Company’s right to commence sales under the LPC Purchase Agreement, including the registration of shares of Common Stock issuable under the LPC Purchase Agreement in accordance with the RRA (the “Commencement”) and the date of satisfaction of such conditions the “Commencement Date”), the Company has the right, in its sole discretion, to sell to LPC up to $10,250,000 in shares of the Company’s common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, the Company issued 793,802 shares of its common stock with a total value of $250,000 to LPC. Upon entering into the LPC Purchase Agreement and RRA, the Company sold 602,422 shares of common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, the Company may direct LPC to purchase to up to 200,000 shares of its common stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock. There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’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 LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000. In addition, if the Company has directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, it may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of the Company’s common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits the Company’s sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from the Company, to an amount of common stock that, when aggregated with all other shares of the Company’s common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of the Company’s common stock. F- 16 The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s common stock. The LPC Purchase Agreement does not limit the Company’s ability to raise capital from other sources at its sole discretion; provided, however, that the Company shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by the Company at any time at its discretion without any cost to the Company. In connection with the LPC transaction, the Company engaged Alliance Group Partners, LLP (“A.G.P.”) as a placement agent to help raise capital in connection with a private offering. A.G.P. introduced us to LPC, for which the Company agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC. In consideration for the service provided by A.G.P., we granted them warrants to purchase the number of shares of common stock equal to $275,000, payable in the form of 550,000 penny warrants at a $0.50 purchase price, exercisable at any time and from time to time, in whole or in part, during a four-year period with registration rights (including a one-time demand registration right and unlimited piggyback rights). The Company issued warrants to three individuals or entities related to A/G.P. immediately exercisable for a total of 550,000 shares of the Company’s common stock at $0.01 per share. The warrants expire August 6, 2024. The Company intends to use the proceeds from both the Labrys SPA and the LPC Purchase Agreement for general corporate purposes, including for working capital, capital expenditures and for funding additional preclinical development and potentially future clinical development of the Company’s pipeline candidates. Conversion of Convertible Note Payable On August 14, 2020, the Company provided notice to a noteholder that the Company elected to convert the Convertible Promissory Note of the Company, as provided in Section 5 of the Note. The conversion price of $0.50 of the Note was determined in accordance with Section 5 and the number of shares of the Company’s common stock was determined by dividing (i) the principal of and accrued interest on the Note set forth below by (ii) the conversion price, resulting in 214,000 shares of the Company’s common stock. On November 11, 2020, Mr. Redmond, terminated his relationship with Green Energy Alternatives, Inc. and has no beneficial relationship with the company. F- 17 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The prior auditor firm, Piercy Bowler Taylor & Kern, Certified Public Accountants, was acquired by BDO USA, LLP. On reflection, the Board of Directors determined that Turner Stone & Co., LLP was a more appropriate auditing firm than BDO USA, LLP. Piercy Bowler Taylor & Kern, Certified Public Accountants, as acquired by BDO USA, LLP’s report on the financial statements for either of the past two years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. The audit report contained a “going concern” note. The decision to change accountants was recommended and approved by the Board of Directors. In fiscal 2018 and 2019 and the first three quarters of fiscal 2020, there were no disagreements with the former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.