What changed in this filing

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Item 1. Financial Statements

2020-12-11 compared with 2020-06-04 · 711 added, 763 removed, 66 unchanged (96% of the section changed)

Financial Statements

Item 1 - Financial Statements

Odyssey Group International, Inc.

Balance Sheets

April 30, 2020

July 31, 2019

Current assets:

Cash and cash equivalents

Prepaid expenses

Loan receivable

Total current assets

Property and equipment, net

Intangible assets, net

Liabilities and Stockholders' Equity (Deficiency)

Property and equipment, net of accumulated depreciation of $2,483 and $2,345

Intangible assets, net of accumulated amortization of $47,500 and $45,000

Liabilities and Stockholders' Deficit

Current liabilities:

1 unchanged sentence

Accrued wages

Contingent liability

Notes payable, including accrued interest

Accrued interest

Notes payable, net of unamortized debt discount of $455,024 and $233,770

Total current liabilities

Long-term debt

Total liabilities

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 87,170,400 and 86,990,400 issued and outstanding

Shareholders' equity (deficit):

Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or

Common stock, $0.001 par value, 500,000,000 shares authorized, 90,570,202 and 88,559,978 shares

issued and outstanding

Additional paid-in-capital

Total stockholders’

equity (deficiency)

Total liabilities and stockholders’

equity (deficiency)

The accompanying notes are an integral

part of these financial statements

Odyssey Group International, Inc.

Statements of Operations

Three Months Ended

Nine Months Ended

Costs of goods sold

Accumulated deficit

(29,562,242 )

(28,850,728 )

Total stockholders' deficit

Total liabilities and stockholders' deficit

The accompanying

notes are an integral part of these financial statements.

Odyssey Group

International, Inc.

Statements of

Operations and Comprehensive Loss

For the Three Months Ended October 31,

General and administrative expense

1 unchanged sentence

Interest expense

Net loss and comprehensive loss

$ (1,416,612 )

Basic and diluted net loss per share

Shares used for basic and diluted net loss per share

The accompanying

notes are an integral part of these financial statements.

Odyssey Group

International, Inc.

Statements of

Stockholders' Equity (Deficit)

Balances, July 31, 2020

$ (28,850,728 )

Basic net loss per share:

Weighted average number of shares

The accompanying notes are an integral

part of these financial statements

Odyssey Group International, Inc.

Statements of Stockholders’

Equity (Deficiency)

Three Months Ended

Nine Months Ended

Common stock and paid-in capital

Balance, beginning of period

Common stock issued for services

Warrants and beneficial conversion feature issued in connection with convertible notes

Note payable converted to common stock

Common stock issued for compensation

Balance, end of period

Retained earnings

Balance, beginning of period

Balance, end of period

Total stockholders’

equity (deficiency)

The accompanying notes are an integral

part of these financial statements

Odyssey Group International, Inc.

Statement of Cash Flows

Nine Months Ended

Operating activities

Stock-based compensation

Common stock issued in debt financing

Common stock issued in equity financing

Stock forfeited

Warrants issued in connection with financings

Balances, October 31,

$ (29,562,242 )

Adjustments to reconcile to net cash used in operating activities:

Depreciation and amortization expense

Amortization of beneficial conversion feature related to convertible notes

Stock based payment expense for consulting and compensation

Change in operating assets and liabilities:

Decrease in other current assets

Increase/(decrease) in accounts payable

Increase in accrued wages

Increase in consulting fees charged to notes payable

Balances, July 31, 2019

$ (24,501,872 )

Stock-based compensation

Warrants and beneficial conversion feature issued

with convertible notes

Balances, October 31,

$ (25,918,484 )

The accompanying

notes are an integral part of these financial statements.

Odyssey Group

International, Inc.

Statements of

For the Three Months Ended October 31,

Cash flows from operating activities:

$ (1,416,612 )

Adjustments to reconcile net loss to net cash flows used in operating

Depreciation and amortization

Stock-based compensation

Amortization of beneficial conversion feature

Amortization of debt discount and closing costs

Other non-cash interest expense

Changes in operating assets and liabilities:

Increase in prepaid expenses

Increase in accounts payable

Increase (decrease) in accrued wages

Increase in accrued interest

Net cash used in operating activities

Financing activities

Cash flows from financing activities:

Proceeds from notes payable

Financing closing costs paid

Proceeds from equity financing

Net cash provided by financing activities

Net change in cash

Cash, beginning of period

Cash, end of period

Noncash transactions:

Common stock issued for consulting services

Note payable converted to common stock

Beneficial conversion feature related to convertible notes

Note receivable related to a note payable

The accompanying notes are an integral

part of these financial statements

Increase (decrease) in cash and cash equivalents

Cash and cash equivalents:

Beginning of period

End of period

Supplemental disclosure of non-cash information:

Beneficial conversion feature related to Note payable

Common stock issued for conversion of notes payable

Common stock issued for debt financing commitment shares

Warrants issued in connection with financings

Original issue discount on debt

The accompanying

notes are an integral part of these financial statements.

Odyssey Group International, Inc.

Notes to Financial

The accompanying financial information of Odyssey Group International,

as of and for the period ended April 30, 2020, has been prepared pursuant to the rules and regulations of the United States

Securities and Exchange Commission (“SEC”) applicable to interim financial information and is unaudited.

certain information normally included in annual financial statements prepared in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) has been condensed and/or omitted.

The results for the interim period

are not necessarily indicative of the results to be expected for the full year.

In the opinion of management, the accompanying

unaudited interim financial statements contain all necessary adjustments, consisting only of those of a recurring nature, and disclosures

to present fairly our financial position and the results of our operations and cash flows for the periods presented.

These unaudited

interim financial statements should be read in conjunction with the financial statements and the related notes thereto included

in our Form 10-K for the year ended July 31, 2019, filed with the SEC on October 23,2019.

to Financial Statements

Basis of Presentation and Nature of Operations

Basis of Presentation

The accompanying financial information

of Odyssey Group International, Inc.

is unaudited and has been prepared in accordance with accounting principles generally accepted

in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission

("SEC").

However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are,

in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows

for the interim periods.

The financial information as of July 31, 2020 is derived from our 2020 Annual Report on Form 10-K.

financial statements included herein should be read in conjunction with the financial statements and the notes thereto included

in our 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020.

The results of operations for the interim periods

presented are not necessarily indicative of the results to be expected for the full year.

Significant Accounting Policies

Our significant accounting policies have

not changed during the three months ended October 31, 2020 from those disclosed in our Annual Report on Form 10-K for the year

ended July 31, 2020.

Reclassifications

Certain immaterial reclassifications were

made to the prior period financial statements to conform to the current period presentation.

There was no effect on our Statements

of Operations and Comprehensive Loss and Statement of Cash Flows.

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

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 assets in three

different life saving technologies;

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.

We have product development projects in 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.

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

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.

Accounts receivable

Accounts receivable are carried at their estimated collectible

value, net of an appropriate allowance for doubtful accounts, which is adjusted as necessary based primarily on management's evaluation

of customers' past credit history and known or estimated current financial condition, the Company's relationship with the customer,

current economic conditions, the historical results of, and recent trends in, the Company's collection efforts.

The Company manages

credit risk by evaluating the credit worthiness of significant customers prior to extending credit and thereafter.

accounts receivable and the related allowance are evaluated periodically for collectability.

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 nine months ended

April 30, 2020, and 2019, the Company recognized depreciation expense of $414.

Intangible assets, net

Intangible assets (Note 4) 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 April 30,

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 in the financial statements 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 calculated by dividing the net loss

by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

No fully diluted loss per share is presented, because it would be anti-dilutive.

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

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

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 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 late-stage 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.

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.

The fair value of stock option awards (Note 7) 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 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, the note receivable, and notes

payable approximate their estimated fair values because of the short-term nature of these instruments.

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

Scope of Modification Accounting, effective for annual reporting periods beginning after December 15, 2017 adopting

this standard on its consolidated financial statements.

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 will allow companies to make certain changes to awards without

accounting for them as modifications.

It does not change the accounting for modifications.

The new guidance will be 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 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 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

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 Company adopted the standard as of August 1, 2019, which did not

have a material impact on the Company’s financial statements and disclosures.

Intangible Assets –

Patent and Distribution Rights

FASB ASC 820, Fair Value Measurements and Disclosures ,

establishes a framework for measuring fair value.

That framework provides a fair value hierarchy that prioritizes the inputs to

valuation techniques used to measure fair value.

The hierarchy gives the highest priority to unadjusted quoted prices in active

markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

Level 1 –

Observable inputs, such as unadjusted

quoted prices in active markets, for substantially identical assets and liabilities.

Level 2 –

inputs other than quoted prices within Level 1 for similar assets and liabilities.

These include quoted prices for similar assets

and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other

inputs that are observable or can be corroborated by observable market data.

If the asset or liability has a specified or

contractual term, the input must be observable for substantially the full term of the asset or liability.

New Accounting Pronouncements

In December 2019, the Financial Accounting

Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic

which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic

The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending

existing guidance.

This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after

December 15, 2020.

Early adoption of the amendments is permitted, including adoption in any interim period for which financial

statements have not yet been issued.

Depending on the amendment, adoption may be applied on the retrospective, modified retrospective

or prospective basis.

We do not expect the adoption of ASU 2019-12 to have a material effect on our financial position, results

of operations or cash flows.

In August 2020, the FASB issued ASU 2020-06,

“Debt –

Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging –

Contracts in Entity’s

Own Equity (Subtopic 815-40),”

which simplifies the accounting for convertible instruments, reduces complexity for preparers

and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users.

ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce

form-over-substance-based accounting conclusions.

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023,

including interim periods within those fiscal years.

Early adoption is permitted, but no earlier than fiscal years beginning after

December 15, 2020.

We have not yet determined the impact of adoption this standard on our financial position, results of operations

or cash flows.

The fair value of financial assets and

liabilities are determined utilizing a three-level framework as follows:

Level 1 –

inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management.

The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level.

The methods described above may produce

a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Further, although

the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different

Observable inputs,

such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Observable inputs other than quoted prices within Level 1 for similar assets and liabilities.

These include quoted prices

for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not

active, or other inputs that are observable or can be corroborated by observable market data.

If the asset or liability has

a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.

Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment

by management.

The methods described

above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values.

Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different

methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value

measurement at the reporting date.

The Company purchased distribution rights to sell and

distribute a new technology, CardioMap®, which is an advanced technology for early non-invasive testing for heart

The product distribution rights are amortized over the life of the underlying patent.

The acquisition cost of $18.75

million (Level 2) is valued at the fair market value of $1.25 per share for the stock granted on the date of acquisition.

the nine months ended April 30, 2020 and 2019, the Company recognized amortization expense for distribution rights of

$1,390,697 and $7,500, respectively.

The Company acquired the intellectual property, know-how and

patents for an anti-choking, life-saving medical device from Dr.

James De Luca (“De Luca”), inventor and Murdock Capital

Partners (“MCP”).

The asset is valued at $675,400 (Level 2), which includes the fair market value of $1.25 per share

for the stock granted on the date of acquisition, as well as stock options granted valued at $0.84 per share based upon the Black-Scholes

valuation model and a onetime cash payment totaling $250,000 that will be paid upon FDA clearance of the product.

The payment is

recorded as a contingent liability and, based upon an independent valuation of the patents (Level 3), at April 30, 2020, the Company

determined payment has a fair market value of $144,000.

The intellectual property, know-how and patents are being amortized over

the life of the patents.

For the nine months ended April 30, 2020 and 2019, the Company recognized amortization expense of

$51,005 and $0, respectively.

The Company acquired the patented chemical compound for a neurosteroid

as part of the joint venture agreement with Prevacus, Inc (“Prevacus”).

The acquisition cost of $3.73 million (Level

2) is being amortized over the life of the patent.

The asset is valued at the fair market value of $1.25 per share for the stock

granted on the date of acquisition.

The patents are being amortized over the life of the patents.

For the nine months ended April

30, 2020 and 2019, the Company recognized amortization expense of $203,973 and $0, respectively.

For the nine months ended April 30, 2020 the gross carrying

amount of the intangible assets totaled $23,205,400 and accumulated amortization totaled $1,711,505 for a net amount of $21,493,895.

Amortization expense recognized for the nine months ended April 30, 2020 and 2019 is $1,645,675 and $7,500, respectively.

are amortized over their useful lives with the weighted average years remaining of 9.74 with no residual value.

Amortization is

as follows over the next five years and thereafter:

Quarter ending April 30,

We did not have

any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during

the three months ended October 31, 2020 or the year ended July 31, 2020.

The carrying values

of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities.

No changes were

made to our valuation techniques during the quarter ended October 31, 2020.

Contingent Liability

At October 31,

2020 and July 31, 2020, we had contingent consideration related to the acquisition of intellectual property, know-how and patents

for an anti-choking, life-saving medical device in fiscal 2019.

According to the agreement, we will make a one-time cash payment

totaling $250,000 upon FDA clearance of the device.

The fair value of the contingent consideration is reviewed quarterly and determined

based on the current status of the project (Level 3).

We determined the value was zero at both periods since it is not yet probable

that we will file for FDA clearance.

We have fixed-rate

debt that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs.

The fair value

of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar

risk profile and duration (Level 2).

The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair

value of our fixed-rate long-term debt was as follows:

October 31, 2020

July 31, 2020

Carrying value

Non-Financial Assets

Non-financial assets, such as Property

and equipment and Intangible assets, are measured at fair value on a non-recurring basis when events or circumstances indicate

that an impairment may have occurred.

If we determine these assets to be impaired, they are reported at fair value as calculated

during the period.

No non-financial assets were recorded at fair value during the three months ended October 31, 2020 or the fiscal

year ended July 31, 2020.

On August 14, 2020, we 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, we issued 420,000 shares

(the “Commitment Shares”) of our common stock with a value of $197,400.

350,000 of the Commitment Shares (the “Second

Commitment Shares”) will be returned to us 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.

Upon the occurrence of any “Event

of Default,”

the Note is convertible into shares of our 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”);

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 our issued and outstanding common stock, unless such limit is waived.

Labrys may not execute any short

sales on any of our common stock at any time while the Note is outstanding.

The Note requires that we reserve from

our 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

We are 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, we are subject to certain negative covenants under the

Labrys SPA and the Note, which we believe are customary for transactions of this type.

At October 31, 2020, we were in compliance

with all covenants and restrictions.

We paid Alliance Group Partners, LLP (“A.G.P.”)

as a placement agent a fee of $25,200 and other closing costs of $6,500 for total closing costs of $31,700 which are being amortized

over the one-year life of the Note.

Conversion of Convertible Note Payable

On August 14, 2020, we converted a Convertible

Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated

by the conversion price of the Convertible Promissory Note of $0.50 per share.

Notes Payable

The Company has a note payable that is subject to conversion

upon an equity financing in the Company.

As of April 30, 2020, the note has a balance of $803,336, which includes accrued interest

totaling $223,469, and bears interest at 12.5% per annum.

Because the conversion feature does not meet the criteria for characterization

as a beneficial conversion feature, no portion of the proceeds from the issuance of the note was accounted for as attributable

to the conversion feature.

This note was amended on February 1, 2018, where the debt holder agreed to convert portions of its loan

pari passu with any new investment raise of $500,000 or more.

The Company issued the debt holder a common stock warrant for 4 million

shares at $0.25 per share which expired on July 15, 2018.

As of April 30, 2020, the Company has ten additional convertible

debt notes outstanding with a balance of $324,215, which includes accrued interest totaling $20,500.

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 (1) 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 $0.80 per share.

At maturity, and subject to a trickle out agreement, the Company shall have the right to either pay off the

loan and any interest accrued or convert the loan amount and any interest into shares of common stock.

The debt holders were issued

a common stock warrant equal to 10% of the note with a price of $1.50 per share and a term for one year 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 relationship with the investors in the notes other

than the convertible notes payable.

Because the conversion feature met the criteria for characterization as a beneficial conversion

feature, a portion of the proceeds, including warrants, totaling $296,285, from the issuance of the notes, are accounted for as

attributable to the conversion feature.

The intrinsic value of convertible debt notes issued during the current quarter exceeded

the proceeds in the amount of $250,000;

however, the amount of the debt discount is limited to the investment.

Each of the warrants

and beneficial conversion features are amortized over the term (one year) from issuance.

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.

On March 22, 2019, April 17, 2019, June 1, 2019, and July 26,

2019, the Company entered into agreements for consulting services for the next 12 months.

The Company granted the consultants a

total of 305,000 shares of the Company’s common stock.

On June 27, 2019, Odyssey entered into a Definitive Agreement

with Prevacus to form a Joint Venture 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 company will own the patents.

Each party will own the JV company equally.

to the JV, the two companies have entered into a share exchange agreement whereby Prevacus will receive three million shares of

Odyssey common stock and Odyssey 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, Odyssey 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.

On June 27, 2019, Odyssey entered into a Definitive Agreement

James De Luca, inventor and Murdock Capital Partners, 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 stock, vesting on certain

The options will be split between De Luca and MCP.

The Company also granted De Luca, 20,000 common shares.

cash payment totaling $250,000 will be paid to De Luca and MCP upon FDA clearance of the product.

The payment is recorded as a

contingent liability and, based upon an independent valuation of the patents, at April 30, 2020, the payment has a fair market

value of $144,000.

On December, 1, 2019, the Company entered into a corporate development,

investor relations and advisory agreement.

The agreement is for twelve (12) 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 February 5, 2020, the Company entered into a consulting agreement

with the appointment of Mike Contarino as head of Product Development.

Contarino will receive monthly payments of $2,500 and

50,000 restricted stock units vesting over time.

Stock Based Compensation

We have not adopted any equity compensation plans.

We have entered

into an individual compensation plan for Mr.

Redmond, for which Mr.

Redmond has been granted stock options of 15 million shares

at $0.25 per share.

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 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 stock being obtained.

The Company has not recorded any expense, as we

have not determined that it is probable that the milestones will be achieved.

On August 15, 2019, the Company amended its agreement with its

financial consultant 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

On August 20, 2019, the Company entered into a consulting agreement

for research and development associated with the CardioMap®.

The consultant will receive monthly payments of $5,000, and 2.0

million stock options, vesting upon certain milestone achievements.

As of April 30, 2020, the stock options have not been issued.

On August 28, 2019, Mr.

Jeff Conroy joined the Board of Odyssey

as an independent director.

On September 20, 2019, Mr.

Jerry Casey joined the Board of Odyssey as an independent director.

23, 2019, Mr.

John Gandolfo joined the Board of Odyssey as an independent director and has been elected chair of the audit committee.

All Directors are compensated with stock in accordance with the mutual agreement of the Board’s compensation committee.

of April 30, 2020, the Company recognized $1,419,562 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.

We have filed income tax returns in the U.S.

federal jurisdiction

and various state jurisdictions in which we operate and are currently not under examination.

As of April 30, 2020, and July 31,

2019, the Company had net deferred tax assets of $2,665,449 and $260,247, respectively, consisting of net operating loss carryforwards

that expire in 2035 net of an effective offsetting valuation allowance of 100%.

Our effective tax rate for the nine months ended

April 30, 2020 and 2019 was 0%, which differs from the statutory rate of 21% due to the valuation allowance.

The Company has established

the valuation allowance because due to substantial uncertainty as to the Company’s ability to continue as a going concern

(Note 10), it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period.

Going Concern

We have a deficit of $6,508,028 as of April 30, 2020.

foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as our management

executes our current business plan.

The cash available at April 30, 2020, of $26,642, may not provide enough working capital to

meet our current operating expenses through June 4, 2021, as we continue to accrue overhead expenses.

We will need to raise additional

capital through a debt financing or equity offering to meet our operating and capital needs.

There can be no assurance, however,

that we will be successful in our fundraising efforts or that additional funds will be available on acceptable terms, if at all.

Additionally, as the novel coronavirus (“COVID-19”)

pandemic continues to severely impact the U.S.

and global economy, our business may be impacted in a variety of ways.

legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we 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.

We 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 we distribute or use in our businesses, including key components or raw materials.

The following notes payable were outstanding:

October 31, 2020

July 31, 2020

Convertible notes with maturities ranging from February 19, 2021 to May 8, 2021 with interest rates of 7% and convertible at $0.80 per share

Note issued to Labrys due August 14, 2021 with an interest rate of 12%

Unamortized debt discount and closing costs

Stock Options

Stock option activity during the quarter ended October 31, 2020

was as follows:

Number of Options

Weighted Average Exercise Price

Options outstanding at July 31, 2020

Options canceled

(15,000,000 )

Options outstanding at October 31, 2020

Restricted Stock Units (“RSUs”)

There was no RSU activity during the quarter

ended October 31, 2020.

At October 31, 2020, there were unvested RSUs outstanding covering 400,000 shares of our common stock.

Unrecognized Compensation Costs

At October 31, 2020, we had unrecognized

stock-based compensation of $5,387, which will be recognized over the weighted average remaining vesting period of 0.25 years.

Net Loss Per Share

Basic and diluted net loss per share is

computed by dividing net loss by the weighted-average number of common shares outstanding for the period.

Potentially dilutive

common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.

The following anti-dilutive securities

were excluded from the calculations of diluted net loss per share:

Three Months Ended October 31,

Options to purchase common stock

Shares issuable upon conversion of convertible notes and related accrued interest

Warrants to purchase common stock

Restricted stock units

Total potentially dilutive securities

Common Stock Issuances

Conversion of Convertible Note Payable

On August 14, 2020, we converted a Convertible

Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated

by the conversion price of the Convertible Promissory Note of $0.50 per share.

On August 14, 2020, we entered into a Purchase

Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”).

Upon the satisfaction

of the conditions to our right to commence sales under the LPC Purchase Agreement, including the registration of shares of our

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”), we have the right, in our sole discretion, to sell to

LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period.

In consideration for entering into

the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement,

we sold 602,422 shares of our 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,

we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”).

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 we have directed LPC to

purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional

amounts as “accelerated purchases”

and “additional accelerated purchases”

as set forth in the LPC Purchase

The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at

the time of sale.

The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition

of common stock from us, to an amount of common stock that, when aggregated with all other shares of our 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 our common stock.

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 our common stock.

The LPC Purchase

Agreement does not limit our ability to raise capital from other sources in our sole discretion;

provided, however, that we 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”

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 us at any time and at our discretion

without any cost to us.

In connection with the LPC transaction,

we engaged A.G.P.

as a placement agent to help raise capital.

introduced us to LPC, for which we agreed to pay A.G.P.

fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020.

also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement.

In addition, and in consideration for

the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000

shares of our common stock at $0.50 per share to A.G.P.

and two partners of A.G.P.

The warrants had a value of $220,000 and expire

August 6, 2024.

Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing

costs related to the Labrys transaction and is being amortized over the one-year life of the note.

The following table sets forth the amount

of gross proceeds we would receive from additional sales of our stock to LPC under the LPC Purchase Agreement at varying purchase

Assumed Average

Purchase Price

to be Sold if

Full Purchase (1)

Percentage of

Outstanding Shares Owned

After Giving Effect

to the Shares Sold (2)

Proceeds from

the Sale of Shares

(1) Although the Purchase Agreement provides that we may sell up to an additional $10,000,000 of our

common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln

Park a number of shares of our common stock with a total value of $10,000,000.

(2) The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase

price plus the 1,396,224 shares already owned by LPC.

The denominator is based on 90,570,202 shares outstanding as of October 31,

2020 plus the number of shares assumed purchased.

The table does not give effect to the prohibition contained in the LPC Purchase

Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates

would beneficially own more than 4.99% of the then outstanding shares of our common stock.

Assuming the closing stock price of

$0.30 per share on October 31, 2020 and the 4.99% limitation mentioned above, the total number of additional shares we could sell

to LPC would be 1,891,039 for proceeds of $567,312.

(3) The closing price of our common stock on October 31, 2020.

Related Party Transactions

Due to Officers and Executives

The following amounts were due to an officer and an executive

and were included in Accounts payable on our Balance Sheets:

October 31, 2020

July 31, 2020

Christine Farrell, Controller

The amount of salary due to Mr.

for his services was included in Accrued wages on our Balance Sheets and was as follows:

Balance at July 31, 2020

Salary accrued

Balance at October 31, 2020

We did not recognize any revenues for

the year ended July 31, 2020 or the quarter ended October 31, 2020 and we had an accumulated deficit of $29,562,242 as of October

For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations.

Cash available at October 31, 2020 of $292,756 may not provide enough working capital to meet our current operating expenses through

December 10, 2021.

The operating deficit indicates substantial

doubt about our ability to continue as a going concern.

Our continued existence depends on the success of our efforts to raise

additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business

We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate

There can be no assurance that we 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 we are not able to obtain the additional

financing on a timely basis, we may be required to further scale down or perhaps even cease operations.

The issuance of additional equity securities

could result in a significant dilution in the equity interests of our current stockholders.

Obtaining commercial loans, assuming

those loans would be available, would increase our liabilities and future cash commitments.

Our 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, our business may be impacted in a variety

Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we 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.

We cannot currently predict the frequency, duration or scope of these governmental actions and supply

For example, several countries, including India and China, have increased or instituted new restrictions on the export

of medical or pharmaceutical products that we distribute or use in our business, including key components or raw materials.

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 our operations, increase our costs, or otherwise adversely affect our operations.

If we are unable to raise additional capital by June 4, 2021,

we will adjust our current business plan.

Due to our 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.

Related Party Transactions

The Company has a common officer with Green Energy Alternatives,

As of April 30, 2020, and 2019, Green Energy Alternatives, Inc.

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

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.

The Company entered into convertible promissory note agreements

(“Notes”) on May 14, 2020 and May 19, 2020 with effective dates of May 5, 2020, May 6, 2020, and May 8, 2020, with

accredited investors for an aggregate total of $95,000.

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 relationship with the investors in the Notes other than the Notes.

The Notes bear interest at 7.0% annually and are convertible,

at the option of the holder or Company, into shares of common stock of the Company at one dollar ($1.00) per share or at a 10%

discount to the market price on the date of conversion but in no case lower than $0.80.

Unless paid or converted earlier, all of

the Notes will mature on the date that is one year from their respective issuance date.

Warrants equal to 10% of the shares purchased

upon conversion of the Notes were issued to the holders of the Notes (the “Warrants”).

The price of each Warrant is

one dollar and fifty cents ($1.50) per share and the term is for one year from the investment date.

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 loans and accrued interest are forgivable after eight weeks as long as the borrower

uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The 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 intends to use the proceeds for purposes consistent with the PPP.

On May 27, 2020, the Company and Prevacus, Inc.

Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, dated June 26, 2019, to extend the timing of

the formation of the Joint Venture to June 25, 2020.

If we are unable to raise additional capital

by December 10, 2021, we will adjust our current business plan.

Due to the unknown and volatile nature of the stock price and trading

volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of

credit with LPC (see Note 7.

Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19,

there is substantial doubt about our ability to continue as a going concern.

Subsequent Event

4, 2020, our registration statement on S-1 that was filed on November 23, 2020, was declared effective by the Securities and Exchange

The final prospectus was filed on December 8, 2020.

The registration statement contains one prospectus which is incorporated

by reference into this filing and is available in electronic form through the Securities and Exchange Commission EDGAR system.

We have not sold any shares under the prospectus.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

This Form 10-Q contains forward-looking

statements that involve substantial risks and uncertainties.

All statements, other than statements of historical fact, included

in this report regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects

and plans and objectives of management are forward-looking statements.

This quarterly report on Form 10-Q contains

forward-looking statements that involve substantial risks and uncertainties.

All statements, other than statements of historical

fact, included in this report regarding our strategy, future operations, future financial position, future revenues, projected

costs, prospects and plans and objectives of management are forward-looking statements.

The words “anticipates,”

15 unchanged sentences

Therefore, you should not place undue reliance on our forward-looking statements.

We have included important risks and uncertainties

in the cautionary statements included in this report, particularly the section titled “Risk Factors”

incorporated by

reference herein.

We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking

statements that we make.

Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections

or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those

anticipated, estimated or expected.

Our forward-looking statements do not reflect the potential impact of future acquisitions,

mergers, dispositions, joint ventures or investments that we may make.

We do not assume any obligation to update any of the forward-looking

statements contained herein, whether as a result of new information, future events or otherwise, except as required by law.

the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur,

and actual results could differ materially from those anticipated or implied in the forward-looking statements.

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

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 assets in three

different life saving technologies;

possible events or factors could affect our future financial results and performance and could cause actual results or performance

to differ materially from those expressed, including those risks and uncertainties described in Part I, Item 1A.

“Risk Factors”

in our Annual Report on Form 10-K for the year ended July 31, 2020 (“2020 Annual Report”) and those described from

time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”).

these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that

Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations

prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated

Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions,

joint ventures or investments that we may make.

We do not assume any obligation to update any of the forward-looking statements

contained herein, whether as a result of new information, future events or otherwise, except as required by law.

In the light of

these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur, and actual

results could differ materially from those anticipated or implied in the forward-looking statements.

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.

We have made significant investments in 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

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 intend to license, improve and develop our products

and identify and select distribution channels.

3 unchanged sentences

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

We intend to 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 We intend to 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.

About CardioMap®

The CardioMap®

System will be an internet

service based on the new development of Dispersion Mapping Method in ECG analysis for the early, non-invasive testing of a

heart disease (“CHD”).

The heart monitoring system is intended to provide high quality 3-D visualization and diagnosis

of the heart using advanced signal analysis.

The product is being designed for use in a professional setting or in remote settings

including home use.

Once FDA cleared, CardioMap®

could provide

a better level of diagnosis with its improved sensitivity levels that can detect early warning signs that would normally be invisible

with standard ECG devices.

The system can dramatically cut the costs associated with the detection of ischemic heart disease and

will prove to be an invaluable testing device for cardiologists, physicians, clinics, hospitals, the fitness industry, sports teams,

emergency facilities and general public.

CardioMap®

was developed by VE Science Technology LLC, from whom we have purchased

the product rights.

In order to sell, market and distribute the CardioMap®

product, clearance from the FDA is required.

clearance has not been obtained at this time.

Product Development Plan (calendar year):

Engineering Model

Clinical Trial

FDA Submission

Product development plan are estimates only

and are subject to change based on funding, technical risks and regulatory approvals.

About Save-a-Life®

The Save a Life®

(“SAL”)

choking rescue device is in development and being designed to be a safe, and easy to use device for removing a lodged mass or bolus

from the throat of a choking victim.

The device includes a pump for creating a vacuum chamber, which is connected seamlessly with

a replaceable/disposable mouthpiece.

In an emergency the SAL may be easily inserted into the victim’s mouth, which depresses

the tongue providing a clear application.

By pressing a button on the device, the device will deliver the appropriate amount of

instantaneous vacuum to dislodge the mass or bolus in the throat without harm or damage to the victim.

The application will be

instantly effective as the device is operational and effective in a matter of seconds.

In order to sell, market and distribute

the Save-a-Life product, clearance from the FDA is required.

Such clearance has not been obtained at this time.

The Development

Plan for commercializing the Save-a-Life is below.

Product Development Plan

Engineering Model

Clinical Trial

FDA Submission

Complete –

in testing phase

Product development plan are estimates only

and are subject to change based on funding, technical risks and regulatory approvals.

About the neurosteroid PRV-001

The Prevacus neurosteroid, PRV-001 will

seek to improve function and lifespan in pediatric disorders where de-myelination and cell death is widespread in the cortex and

cerebellum regions of the brain.

The new chemical entity is designed to work through gene amplification to simultaneously remove

intra-neuronal debris while promoting antioxidant capacity and myelin repair/cell proliferation.

Disorders like Nieman Pick Type

C disease are multi-faceted in their pathology and require a treatment that can work at many levels to stop progression.

compound for the neurosteroid being developed has completed initial safety tests in mice.

Toxicology studies have been performed

and show a 380-fold safety margin.

Preclinical efficacy studies show improvements in cognitive function and neuromotor performance.

In order to sell the PRV-001 neurosteroid, further development and clinical studies are required.

PRV-001 will also require approval

by the FDA in order to be sold in the United States.

Product Development Plan

Pre-clinical Animal Studies

FDA Submission

Safety study complete

Product development plan are estimates only

and are subject to change based on funding, technical risks and regulatory approvals.

We have a deficit of $6,508,028 as of April

For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations

as our management executes our current business plan.

The cash available at April 30, 2020, of $26,642, may not provide enough

working capital to meet our current operating expenses through June 4, 2021, as we continue to accrue overhead expenses.

need to raise additional capital through a debt financing or equity offering to meet our operating and capital needs.

be no assurance, however, that we will be successful in our fundraising efforts or that additional funds will be available on acceptable

terms, if at all.

If we are unable to raise additional capital

by June 4, 2021, we will adjust our current business plan.

Due to our lack of additional committed capital, recurring losses,

negative cash flow and accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going

We are not currently selling or marketing

any products.

Our products are in late-stage development and Food and Drug Administration ("FDA") clearance or approval

to market our products will be required in order to sell them in the United States.

Recent Funding

In August 2020, we entered into two funding

arrangements.

One with Labrys Fund, LP, which provided

us with $315,000 of cash in exchange for a $350,000 promissory note and 420,000 shares of our common stock.

to Financial Statements for additional information.

The second arrangement was with Lincoln

Park Capital Fund, LLC (“Lincoln Park”) pursuant to which Lincoln Park agreed to purchase up to $10,250,000 worth of

our common stock over a 36-month period in exchange for 793,802 shares of our common stock with a value of $369,118.

made an initial purchase of 602,422 shares of our common stock for $250,000.

of Notes to Financial Statements for additional

On December 4, 2020, our registration statement

on Form S-1 that was filed on November 23, 2020, was declared effective by the Securities and Exchange Commission.

The final prospectus

was filed on December 8, 2020.

The registration statement contains one prospectus which is incorporated by reference into this

filing and is available in electronic form through the Securities and Exchange Commission EDGAR system.

We have not sold any shares

under the prospectus.

We intend to use the proceeds from both

the Labrys and Lincoln Park agreements for general corporate purposes, including for working capital, capital expenditures and

for funding additional preclinical development and potentially future clinical development of our pipeline candidates.

Going Concern

Substantial doubt exists as to our ability

to continue as a going concern based on the fact that we do not have adequate working capital to finance our day-to-day operations.

The Company has not realized any revenues for the quarters ended April 30, 2020 and 2019.

The Company has an operating deficit

of $6,508,028 as of April 30, 2020.

The operating deficit indicates substantial uncertainty 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.

Our continued existence depends on the

success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient

capital to execute our business plan.

We may obtain capital primarily through issuances of debt or equity or entering into collaborative

arrangements with corporate partners.

There can be no assurance that we 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 we are not

able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease the operation

of our business.

The issuance of additional equity securities by us could result in a significant dilution in the equity interests

of our current stockholders.

Obtaining commercial loans, assuming those loans would be available, will increase our liabilities

and future cash commitments.

Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies and Estimates

There are no critical accounting policies

or estimates reflected in the accompanying financial statements.

Reference is made to the Company’s significant (but not

critical) accounting policies set forth in Note 2 to the accompanying financial statements.

to continue as a going concern based on the facts that we may not have adequate working capital to finance our day-to-day operations

and we do not have any sources of revenue.

We had an accumulated deficit of $29,562,242 as of October 31, 2020 and cash of $292,756.

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.

Our continued existence depends on the success of our efforts to raise

additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business

We may obtain capital primarily through

issuances of debt or equity or entering into collaborative arrangements with corporate partners.

There can be no assurance that

we 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 we are not able to obtain additional financing on a timely basis, we may be required

to further scale down or cease the operation of our business.

The issuance of additional equity securities by us could result in

a significant dilution in the equity interests of our current stockholders.

Obtaining commercial loans, assuming those loans would

be available, will increase our liabilities and future cash commitments.

Our financial statements do not include adjustments that

might result from the outcome of this uncertainty.

For the foreseeable future, we expect to

experience continuing operating losses and negative cash flows from operations as our management executes our current business

The cash of $292,756 available at October 31, 2020, may not provide enough working capital to meet our current operating

expenses through December 10, 2021.

If we are unable to raise additional capital

by December 10, 2021, we will adjust our current business plan.

Due to the unknown and volatile nature of the stock price and

trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity

line of credit with LPC (see Note 7.

of Notes to Financial Statements).

Given our recurring losses, negative cash flow, accumulated

deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern.

Impact of COVID-19

The COVID-19 global pandemic has had an

unfavorable impact on our business operations.

Mandatory closures of businesses imposed by the federal, state and local governments

to control the spread of the virus are disrupting the operations of our management, business and finance teams.

In addition, the

COVID-19 outbreak has adversely affected the U.S.

and global economies and financial markets, which may result in a long-term economic

downturn that could negatively affect future performance and our ability to secure additional debt or equity funding.

Significant Accounting Policies and

Use of Estimates

During the three months ended October 31,

2020, there were no significant changes to our significant accounting policies and estimates are described in Note 2.

of Significant Accounting Policies included in Part II, Item 8.

of our Annual Report on Form 10-K for the year ended July 31,

2020, which was filed with the Securities and Exchange Commission on November 16, 2020.

Results of Operations

The Company does not currently sell or market

any products.

The Company will commence actively marketing products after the products and drugs in development have been FDA cleared

or approved, but there can be no assurance, however, that we will be successful in obtaining FDA clearance or approval for our

For the nine months ended April 30, 2020

and 2019, the Company did not have sales.

We are not currently selling or marketing any products, as our products are in development

and FDA clearance or approval to market our products will be required in order to sell in the United States.

Costs of Goods Sold

Our cost of goods sold consists primarily

of the amounts paid to a third-party manufacturer for the products we purchase for resale.

The Company did not have sales for the nine

months ended April 30, 2020 and 2019, and accordingly, there were no cost of goods sold for the respective periods.

Gross Profit and Gross Margin

For the nine months ended April 30, 2020

and 2019, the Company had no gross profit or gross margin.

Operating Expenses

Our operating expenses consist primarily

of general and administrative expenses, which include salaries, stock-based compensation expense and legal and professional fees

associated with the costs for services or employees in finance, accounting, sales, administrative activities and the formation

and compliance of a public company.

Overall operating expenses increased $1,699,860

or 3,761.6% and $4,472,678 or 2,387.3%, respectively, in the three and nine month periods ended April 30, 2020, compared to the

same periods of 2019.

The increase in the three and nine months ended was primarily due to $546,433 or 9,007.2% and $865,451 or

3,235.3%, respectively, increase in legal and professional fees, $184,375 or 100% and $1,419,562 or 100%, respectively, increase

board stock expense and $359,854 or 100% for the three and nine months in stock option expense for services rendered, and $548,165

or 21,826.6% and $1,638,174 or 21,842.3%, respectively, increase in amortization expense related to license and development agreements .

We do not currently sell or market any

products and we did not have any revenue in the three-month periods ended October 31, 2020 or 2019.

We will commence actively marketing

products after the products and drugs in development have been FDA cleared or approved, but there can be no assurance, however,

that we will be successful in obtaining FDA clearance or approval for our products.

Three Months Ended October 31,

General and administrative expense

Loss from operations

Interest expense

Interest expense was $131,610 and $17,580

for the three months ended April 30, 2020 and 2019, and $326,692 and $51,381 for the nine months ended April 30, 2020 and 2019.

The increase in interest expense for the three and nine month periods ended April 30, 2020, is attributed to the increased balance

of notes payable due and the amortization of debt discounts.

Net loss increased $1,813,890 or 2,889.8%

and $4,747,989 or 1,988.8%, respectively, in the three and nine month periods ended April 30, 2020 compared to the same periods

of 2019, primarily as a result of the increased in operating and interest expense .

The following table sets forth the primary

sources and uses of cash and cash equivalents for the quarters ended April 30, 2020 and 2019 as presented below:

Nine Months Ended

$ (1,416,612 )

Basic and diluted net loss per share

General and Administrative Expense

Our General and administrative expense

includes salaries and related benefits for employees in finance, accounting, sales, administrative and research and development

activities, as well as stock-based compensation, costs related to maintaining compliance as a public company and legal and professional

The decrease in General and administrative

expense was due to a $918,032 decrease in board and stock expense due to the vesting of restricted stock units in the 2019 period

and a $10,000 decrease research and development expense, offset by a $240,000 increase in financing expense and a $93,061 increase

in legal and professional fees related to our agreements with Labrys and Lincoln Park, and a $20,393 increase in payroll expense.

Interest Expense

Interest expense includes interest on debt

outstanding, as well as the amortization of unamortized debt issuance costs and debt closing costs.

Certain information regarding

debt outstanding was as follows:

Three Months Ended October 31,

Weighted average debt outstanding

Weighted average interest rate

The increase in interest expense for the

three-month period ended October 31, 2020 compared to the same period of 2019 was due to the increased average debt outstanding

and higher average interest rates due to the issuance of debt to Labrys in August 2020 as discussed above, as well as an $82,846

increase in amortization of debt discount and closing costs and an $18,204 increase in amortization of beneficial conversion feature,

offset in part by the conversion of a $100,000 note payable also in August 2020.

Net loss decreased in the three-month period

ended October 31, 2020 compared to the same period of 2019 due to the decrease in General and administrative expense, partially

offset by the increase in Interest expense as discussed above.

Liquidity and Capital Resources

The following table sets forth the primary sources and uses

Three Months Ended October 31,

Net cash used in operating activities

Net cash provided by financing activities

Liquidity and Capital Resources

The Company has a note payable that is subject

to conversion upon an equity financing in the Company.

As of April 30, 2020, the note has a balance of $803,336, and bears interest

at 12.5% per annum.

Because the conversion feature does not meet the criteria for characterization as a beneficial conversion feature,

no portion of the proceeds from the issuance of the note was accounted for as attributable to the conversion feature.

was amended on February 1, 2018, where the debt holder agreed to convert portions of its loan pari passu with any new investment

raise of $500,000 or more.

The Company issued the debt holder a common stock warrant for 4 million shares at $0.25 per share which

expired on July 15, 2018.

As of April 30, 2020, the Company has ten

additional convertible debt notes outstanding with a balance of $324,215, which includes accrued interest totaling $20,500.

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 (1) 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 $0.80 per share.

At maturity, and subject to a trickle out agreement, the Company shall have the right to either

pay off the loan and any interest accrued or convert the loan amount and any interest into shares of common stock.

The debt holders

were issued a common stock warrant equal to 10% of the note with a price of $1.50 per share and a term for one year from the investment

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 relationship with the investors in the notes other

than the convertible notes payable.

Because the conversion feature met the criteria for characterization as a beneficial conversion

feature, a portion of the proceeds, including warrants, totaling $296,285, from the issuance of the notes, are accounted for as

attributable to the conversion feature.

The intrinsic value of convertible debt notes issued during the current quarter exceeded

the proceeds in the amount of $250,000;

however, the amount of the debt discount is limited to the investment.

Each of the warrants

and beneficial conversion features are amortized over the term (one year) from issuance.

Our ability to continue to access capital

could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception

of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration

in the financial position of lenders that might make them unable to meet their obligations to us.

If these conditions continue

and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may

be negatively affected.

In such case, our Company may need to suspend the creation of new products until market conditions improve.

Inflation generally will cause suppliers

to increase their rates.

In connection with such rate increases, we may or may not be able to increase our pricing to consumers.

Inflation could cause both our investment and cost of goods sold to increase, thereby lowering our return on investment and depressing

our gross margins.

To date, we have financed our operations

primarily through debt financing and limited sales of our common stock.

Our ability to continue to access capital could be affected

adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential

future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the

financial position of lenders that might make them unable to meet their obligations to us.

If these conditions continue and we

cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively

In such case, we may need to suspend the creation of new products until market conditions improve.

Convertible Notes

At October 31, 2020, we had 10 convertible

notes outstanding with a total principal balance of $345,000, unamortized debt discount of $145,437 and accrued interest of $13,969.

The notes bear interest at 7.0% annually and the entire outstanding principal, together with accrued interest are due between February

19, 2021 and May 8, 2021, unless converted before such date.

At the option of the holder, the principal amount of the notes and

any accrued interest may be converted into shares of our 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 $0.80 per share.

At maturity, we have the right to either pay

off the notes and any accrued interest or convert the notes and any accrued interest into shares of our common stock.

Conversion of Convertible Note Payable

On August 14, 2020, we provided notice

to a noteholder that we elected to convert their Convertible Promissory Note at the conversion price of $0.50 per share as determined

in accordance with the terms of the related agreement.

Accordingly, the number of shares of our common stock was determined by

dividing (i) the sum of the outstanding principal and accrued interest on the Note of $100,000 and $7,000, respectively, by (ii)

the conversion price of $0.50 per share, resulting in the issuance of 214,000 shares of our common stock.

Labrys Note Payable

On August 14, 2020, we 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, we issued 420,000 shares

(the “Commitment Shares”) of our common stock.

350,000 of the Commitment Shares (the “Second Commitment Shares”)

will be returned to us 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.

Upon the occurrence of any “Event

of Default”

as defined in the Note, the Note is convertible into shares of our 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 our issued and outstanding common stock, unless such limit is waived.

not execute any short sales on any of our common stock at any time while the Note is outstanding.

The Note requires that we reserve from

our 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

We are 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, we are subject to certain negative covenants under the

Labrys SPA and the Note, which we believe are customary for transactions of this type.

At October 31, 2020, we were in compliance

with all covenants and restrictions.

In connection with the Labrys transaction,

we engaged Alliance Group Partners, LLP (“A.G.P.”) as a placement agent.

In exchange for their services, we paid A.G.P.

$25,200 in cash and we also paid $6,500 in cash for Labrys’

legal fees in connection with the transaction.

On May 8, 2020, we 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 loans and accrued interest are forgivable after eight weeks as long as the borrower

uses the loan proceeds for eligible purposes, including payroll, benefits, rent and utilities, and maintains its payroll levels.

The unforgiven portion of the PPP loan, if any, is payable over two years at an interest rate of 1%, with a deferral of payments

for the first six months.

We used the proceeds for purposes consistent with the PPP and anticipate that this PPP Note will

Stock Sale to Lincoln Park

On August 14, 2020, we 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 our 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”), we have

the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month

In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares to LPC.

On December 4, 2020, our registration statement

on Form S-1 that was filed on November 23, 2020, was declared effective by the Securities and Exchange Commission.

The final prospectus

was filed on December 8, 2020.

The registration statement contains one prospectus which is incorporated by reference into this

filing and is available in electronic form through the Securities and Exchange Commission EDGAR system.

We have not sold any shares

under the prospectus.

Upon entering into the LPC Purchase Agreement

and RRA, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000.

and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions,

we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”).

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 we have directed LPC to

purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional

amounts as “accelerated purchases”

and “additional accelerated purchases”

as set forth in the LPC Purchase

The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at

the time of sale.

The LPC Purchase Agreement limits our sale of shares of our common stock to LPC, and LPC’s purchase or

acquisition of our common stock, to an amount of common stock that, when aggregated with all other shares of our 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 our common stock.

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 we 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 us at any time at our discretion

without any cost to us.

In connection with the LPC transaction,

we engaged A.G.P.

as a placement agent to help raise capital.

introduced us to LPC, for which we agreed to pay A.G.P.

fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020.

also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement.

In addition, and in consideration for

the services provided related to both Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000

shares of our common stock at $0.50 per share to A.G.P.

and two partners of A.G.P.

The warrants had a value of $220,000 and expire

August 6, 2024.

Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing

costs related to the Labrys transaction and is being amortized over the one-year life of the note.

Inflation did not have a material impact

on our business and results of operations during the periods being reported on.

Off Balance Sheet Arrangements

Our company has no material off balance

We do not have any material off balance

sheet arrangements.

Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company and are

not required to provide information under this item.

We are a smaller reporting company and are not required to provide

information under this item.

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-Q

Item 1. Financial Statements