What changed in this filing

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Item 1. Financial Statements

2021-06-21 compared with 2021-03-11 · 925 added, 652 removed, 250 unchanged (86% of the section changed)

12 unchanged sentences

Accrued interest

Notes payable, net of unamortized beneficial conversion feature, debt

discount and closing costs of $402,317 and $233,770

Asset purchase liability

Notes payable, net of unamortized beneficial

conversion feature, debt discount and closing costs of $616,183 and $233,770

Total current liabilities

2 unchanged sentences

Shareholders' 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, 91,610,202 and 88,559,978 shares

issued and outstanding

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

Common stock, $0.001 par value, 500,000,000 shares authorized,

101,539,105 and 88,559,978 shares issued and outstanding

Additional paid-in-capital

4 unchanged sentences

Total liabilities and stockholders' deficit

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Statements of Operations and Comprehensive

Statements of Operations and Comprehensive Loss

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

General and administrative expense

In-process research and development

Loss from operations

(12,094,320 )

(13,253,380 )

Interest expense

2 unchanged sentences

$ (13,982,504 )

$ (3,016,832 )

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.

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Statements of Stockholders' Equity (Deficit)

Total Equity (Deficit)

Paid-In Capital

Equity (Deficit)

Balances, July 31, 2020

$ (28,850,728 )

Note payable converted to

Conversion of convertible note payable

Stock-based compensation

Common stock issued in debt

Common stock issued in equity

Common stock issued in debt financing

Common stock issued in equity financing

Stock forfeited

Warrants issued in connection

with financings

Warrants issued in connection with debt and equity financings

Balances, October 31, 2020

2 unchanged sentences

Stock-based compensation

Common stock issued in debt

Common stock issued in equity

Beneficial conversion feature

of LGH financing

Warrants issued in connection

with financings

Common stock issued to LGH in connection with debt financing

Common stock issued to LPC in connection with equity financing

Beneficial conversion feature of LGH financing

Warrants issued in connection with debt and equity financings

Balances, January 31, 2021

(30,431,542 )

Common stock issued for services

Stock-based compensation

Common stock issued in asset purchase agreement

Conversion of convertible note debt financing

Conversion of convertible note debt financing in connection with LGH

Common stock issued in equity financing

Common stock issued in connection with LPC share purchase

Common stock issued in connection with LGH financing

Warrants issued in connection with debt financings

(12,401,690 )

Total Equity (Deficit)

(12,401,690 )

Balances, April 30, 2021

$ (42,833,232 )

Paid-In Capital

Equity (Deficit)

Balances, July 31, 2019

1 unchanged sentence

Stock-based compensation

Warrants and beneficial conversion

feature issued with convertible notes

Warrants and beneficial conversion feature issued with convertible notes

Balances, October 31, 2019

4 unchanged sentences

(26,519,429 )

Common stock issued for services

Warrants and beneficial conversion feature issued with convertible notes

Balances, April 30, 2020

$ (27,518,704 )

The accompanying notes are an integral

part of these financial statements.

$ (1,228,266 )

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Statements of Cash Flows

For the Six Months Ended January 31,

For the Nine Months Ended April 30,

Cash flows from operating activities:

5 unchanged sentences

Stock issued for services

Debt Discount from beneficial conversion feature, warrants closing cost

and inducement shares

Amortization of beneficial conversion feature, debt discount

and closing costs

In-process R& D

Financing costs paid with stock

Gain on forgiveness of long-term debt

(Increase) decrease in prepaid expenses

2 unchanged sentences

Increase in accrued interest

Decrease in asset purchase liability

Net cash used in operating activities

2 unchanged sentences

Proceeds from notes payable

Principal payments made on notes payable

Financing closing costs paid with cash

Principal payments made on notes payable

Proceeds from equity financing

3 unchanged sentences

End of period

Supplemental cash flow information

Supplemental disclosure of cash flow information

Cash paid for interest

1 unchanged sentence

Beneficial conversion feature related to notes payable

Note receivable related to a note payable

Common stock issued for conversion of notes payable and related accrued interest

4 unchanged sentences

Beneficial conversion feature recognized

The accompanying notes are an integral

part of these financial statements.

The accompanying notes are an integral part

of these financial statements.

Odyssey Group International, Inc.

Notes to Financial Statements

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.

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.

The 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 six months ended January 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended

July 31, 2020.

Research and Development Expense

Our significant accounting policies have not

changed during the nine months ended April 30, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31,

Research and Development

Research and development expense is expensed

as incurred as a component of General and administrative expense and totaled $42,619 for both the three and six months ended January

31, 2021 and $10,000 and $0 for the three and six months ended January 31, 2020, respectively.

as incurred as a component of General and administrative expense and totaled $565,764 and $608,383 for the three and nine months ended

April 30, 2021, respectively, and $0 and $10,000 for the three and nine months ended April 30, 2020, respectively.

In-process Research and Development

In-process research and development is expensed

upon purchase and totaled $9,440,000 for the three and nine months ended April 30, 2021, and $0 for the three and nine months ended April

See Note 3 to Notes to Financial Statements for additional information.

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 or Statements of Cash Flows.

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 or Statements of Cash Flows.

Nature of Operations

Our business model is to develop or acquire

medical related products, engage third parties to help develop and manufacture such products and then distribute the products through

various distribution channels, including third parties.

We have product development projects in four different technologies;

CardioMap®

heart monitoring and screening device, the Save a Life choking rescue device and two unique neurosteroid drug compounds

intended to treat rare brain disorders and mild brain trauma (concussions).

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 and we will apply for trademarks and patents as we develop proprietary products.

We are not currently selling or marketing

any products, as our products are in various stages of 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.

Our business model is to develop or acquire medical

related products, engage third parties to help develop and manufacture such products and then distribute the products through various

distribution channels, including third parties.

We have acquired four different technologies;

the CardioMap®

heart monitoring and

screening device, the Save a Life choking rescue device and two unique neurosteroid drug compounds intended to treat rare brain disorders

and mild brain trauma (concussions).

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

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 and we will apply for trademarks and patents as we develop proprietary products.

We are not currently selling or marketing any

products, as our products are in various stages of 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.

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 December 2019, the Financial Accounting Standards

Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),”

simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

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.

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,

3 unchanged sentences

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.

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.

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.

Purchase Agreement

On January 7, 2021, we entered into an

Asset Purchase Agreement (the “APA”) with Prevacus, Inc.

(“Prevacus”), pursuant to which we will purchase

the assets and all of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain

trauma (concussion) and delivery device (the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus

(ii) the Milestone Consideration, if any.

On March 1, 2021, our APA with Prevacus

closed and we issued 6,000,000 shares of our common stock with a value of $7,080,000.

We withheld 1,000,000 shares of our

common stock in exchange for our payment of certain liabilities of Prevacus.

See Note 11 of Notes to Financial Statements for additional

The fair value of financial assets and

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

On January 7, 2021, we entered into an Asset Purchase

Agreement (the “APA”) with Prevacus, Inc.

(“Prevacus”), pursuant to which we purchased the assets and all of the

rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and the delivery

device (collectively, the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration.

Prevacus is a related party, as we are party to a Joint Venture and Intellectual Property Purchase Agreement, entered into in June 2019

and its President, Dr.

Jacob Vanlandingham, is a member of our Board of Directors.

The Milestone Consideration (“Milestone”)

may be earned by Prevacus as follows:

2,000,000 shares of our Common Stock when the United States Patents are revived in our name

Patent and Trademark Office and any international patents that have lapsed also revived in our name by the respective country’s

patent offices.

The value of shares issued shall not exceed $6,000,000 based on the price of our common stock on the date the payment

1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial for the Asset;

2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the Asset from

Patent and Trademark Office, the value of which shall not exceed $10,000,000 based on the price of our common stock on the date

the payment is due;

1,000,000 shares of our common stock upon our receipt of net proceeds of at least $1,000,000 in a Non-Dilutive

Financing relating directly to the development of the Asset within one year after the Closing Date or, in the event of any Non-Dilutive

Financing submitted prior to the one year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary

of the Closing Date;

2,000,000 shares of our common stock if we sell the Asset to a Third Party resulting in net proceeds to us of

at least $50,000,000 after a Phase IB Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical

The value of the 2,000,000 shares related to this milestone shall not exceed $25,000,000 based on the price of our common stock

on the date the payment is due;

4,000,000 shares of our common stock upon the successful completion of a Phase

II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third Party resulting in net proceeds to us of at least $50,000,000;

or (II) the administration of the first dose in a Phase III Clinical Trial for the Assetfor which we are, or one of our affiliates or

licensees is the sponsor;

2,000,000 shares of our

common stock after the first dosing in a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial.

All Milestone payments shall only be paid once,

upon the initial achievement of the particular Milestone event.

Odyssey, at its sole and absolute discretion shall determine if any Milestone

event has occurred.

To extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease

to exist, and we will no longer be liable thereunder, if said Milestone is not completed within four years after the Closing Date.

On March 1, 2021 (the

“Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at the fair market

value of $1.18 per share for the stock granted on the date of acquisition for $7,080,000.

In addition, 1,000,000 shares of our common

stock valued at $1.18 per share for $1,180,000 was recorded as a component of Additional Paid in Capital for the probability of earning

the Milestone Consideration of first dosing in a Phase I Clinical Trial.

In addition, we withheld 1,000,000 shares of our common stock

valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain liabilities of Prevacus.

We determined that in accordance

with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research

and Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research

and development projects and that have no alternative future use in research and development or otherwise, represent costs of research

and development as acquired, and therefore are expensed when incurred.

On March 1, 2021, the

date of acquisition, we expensed $9,440,000 as In-process research and development.

At April 30, 2021, our Asset purchase liability account

balance was $1,125,026.

The net change in the Asset purchase liability account will be released as shares at $1.18 per share once all

liabilities have been paid.

At April 30, 2021 we

have contingent consideration related to the Milestones in the APA entered into March 1, 2021.

According to the agreement, we will issue

common stock at the fair value at date of meeting the Milestone Consideration (i) and (iii –

The fair value of the contingent

consideration was reviewed and it was determined that based on the current status of the project (Level 3), the value was zero for the

current period ended April 30, 2021 since it is not yet probable that we will meet the future Milestone consideration.

The fair value of financial assets and liabilities

are determined utilizing a three-level framework as follows:

Level 1 –

Observable inputs,

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

Observable inputs, such

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

Level 2 –

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.

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.

Level 3 –

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.

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 six months ended January 31, 2021 or the year ended July 31, 2020.

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.

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 nine

months ended April 30, 2021 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 January 31, 2021.

Contingent Liability

At January 31,

2021 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:

January 31, 2021

No changes were made

to our valuation techniques during the quarter ended April 30, 2021.

Contingent Liabilities

At April 30, 2021 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.

Fixed-Rate Debt

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:

April 30, 2021

July 31, 2020

1 unchanged sentence

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 six months ended January 31, 2021 or the fiscal

year ended July 31, 2020.

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 nine months ended April 30, 2021 or the fiscal year ended July 31, 2020.

LGH Investments, LLC

On December 11, 2020, we entered into a

Securities Purchase Agreement (the “SPA”) with LGH Investments, LLC (“LGH”), pursuant to which we entered

into a $165,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value

and is due September 11, 2021 (the “Note”).

We received $142,500 net cash from the issuance of the Note and incurred

a $15,000 original issue discount and $7,500 closing costs, which are being amortized over the life of the Note.

The Note is convertible at a price of $0.15

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities

Purchase Agreement (the “2020 LGH Agreement ”) with LGH Investments, LLC (“LGH”), pursuant to which we entered

into a $165,000 face value convertible promissory note which bore interest at a one-time rate of 8.0% applied to the face value and was

due September 11, 2021 (the “2020 Note”).

We received $150,000 from the issuance of the 2020 Note and incurred a $15,000 original

issue discount and $7,500 closing costs, which were being amortized over the life of the 2020 Note.

The 2020 Note was convertible at a price of $0.15

per share, subject to adjustment as provided in the 2020 Note.

If an Event of Default occurs as defined in the Note, the conversion

price will be the lesser of (i) $0.15 per share;

or (ii) 70% of the lowest traded price in the prior twenty trading days immediately

preceding the Notice of Conversion.

The SPA included the issuance of (i) a

five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share (the “Warrant”);

and (ii) 200,000 shares of our common stock (the “Inducement Shares”).

The 2020 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share and 200,000 shares

of our common stock.

The value of the 470,000 warrants was $82,720

and the value of the 200,000 shares of common stock was $40,000 for a total value of $112,720, which is being amortized over the

life of the Note as closing costs.

and the value of the 200,000 shares of common stock was $40,000 for a total value of $122,720, which were being amortized over the life

of the 2020 Note as closing costs.

Additionally, 100,000 shares valued at $44,000 were expensed as financing costs when incurred.

The conversion feature met the criteria

for characterization as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial

conversion feature, which is also being amortized over the life of the Note.

The conversion feature met the criteria for characterization

as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial conversion feature, which

was also being amortized over the life of the 2020 Note.

On March 5, 2021, LGH notified us of their intent

to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100 of the total

into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

April 2021 Promissory Note

On April 5, 2021, we entered into a

Securities Purchase Agreement with LGH (“2021 LGH Agreement”) pursuant

to which we entered into a $1,050,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied

to the face value and is due February 5, 2022 (the “2021 Note”).

We received $970,000 net cash from the issuance of the

2021 Note and incurred a $50,000 original issue discount and $30,000 closing costs, which are being amortized over the life of the

The 2021 Note is convertible at a price of $1.00

If an Event of Default occurs as defined in the 2021 Note, the Outstanding Balance shall immediately increase to one hundred

twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price

will be $1.00 per share.

The 2021 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 1,134,000 shares of our common stock at a price of $0.95 per share and 100,000 shares

of our common stock.

The value of the 1,134,000 warrants was $877,716,

of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was

allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note.

Labrys Fund, LP

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

We are subject to penalties for failure to timely deliver shares to Labrys following a conversion request.

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”).

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”);

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.

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 half.

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 January 31, 2021, we were in compliance

with all covenants and restrictions.

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

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 April 30, 2021, we were in compliance with all covenants

and restrictions.

We paid Alliance Global 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

Conversion of Convertible Notes 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.

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.

In February, March and April 2021, upon maturity,

we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into

298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes with a weighted average conversion

rate of $0.83 per share.

In February 2021, we settled a convertible

promissory note with a face value of $20,000 and accrued interest of

$1,400 with a cash payment totaling $21,400.

On February 11, 2021, we received notice that

the SBA Paycheck Protection Program loan for $50,000 was forgiven.

The $50,000 gain is reflected as Other income on our Statements of

Operations for the three and nine months ended April 30, 2021.

Notes Payable

The following notes payable were outstanding:

January 31, 2021

April 30, 2021

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

Convertible notes with maturities in May 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 12.0%

Convertible note issued to LGH due September 11, 2021 with an interest rate of 8.0% and convertible at $0.15 per share

Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share

Unamortized debt discount and closing costs

Share-based Payments

Stock Options

Stock option activity during the six months ended January 31,

Stock option activity during the nine months ended April 30, 2021

was as follows:

4 unchanged sentences

(15,000,000 )

Options outstanding at January 31, 2021

Options granted

Options outstanding at April 30, 2021

On March 1, 2021, as part of the APA and Dr.

Vanlandingham’s

employment agreement, Dr.

Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000.

shares vest on signing of closing documents.

250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first

dosing of human;

and 250,000 shares vest upon Company being accepted on NASDAQ.

These amounts are being expensed over the life

of the awards and $490,104 was expensed to General and administrative expenses at April 30, 2021.

The foregoing

table only includes stock options awarded to employees and others for services rendered to the Company.

600,000 options with an exercise

price of $1.25 and a remaining term of 8.15 years issued as consideration for our acquisition of certain intellectual property assets

are not reflected in the table above.

Restricted Stock Units (“RSUs”)

RSU activity during the six months ended

January 31, 2021 was as follows:

RSU activity during the nine months ended April

30, 2021 was as follows:

RSUs outstanding at July 31, 2020

RSUs outstanding at January 31, 2021

RSUs outstanding at April 30, 2021

In January 2021, we issued RSUs covering 4,000,000

4,000,000 shares of our common stock to two officers which vest equally over 36 months.

shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months.

In addition, we issued RSUs covering

shares of our common stock to a consultant which vest equally over 24 months.

Warrant activity during the six months

ended January 31, 2021 was as follows:

50,000 shares of our common stock, with a value of $21,500, to a consultant, which vest equally over 24 months.

In April 2021, we issued

RSUs covering 50,000 shares of common stock to a consultant, with a value of $43,000 which vests in August 2021.

These amounts are being

expensed over the life of the awards and of these amounts, $88,465 was expensed to General and administrative expenses at April 30, 2021.

In March and April 2021, we entered into consulting

agreements with two medical professionals for our Science Advisory Board and eight individuals for our Sports Advisory Board.

In connection

with the agreements, we issued RSUs covering 675,000 shares of our common stock which vest 50% upon signing and 50% in one year.

amounts are being expensed over the life of the awards and of these amounts, $241,908 was expensed to General and administrative expenses

at April 30, 2021.

Unrecognized Compensation Costs

At April 30, 2021, we had unrecognized stock-based

compensation of $1,711,522, which will be recognized over the weighted average remaining vesting period of 1.4 years.

In January 2021, the Compensation Committee agreed

to provide Mr.

Redmond 5,300,000 shares to replace the common stock shares agreed to in his December 2017 employment agreement that were

never issued.

The terms and conditions have not been determined but an agreement is under discussion.

Warrant activity during the nine months ended

April 30, 2021 was as follows:

Number of Warrants

2 unchanged sentences

Warrants issued

Warrants exercised

Warrants canceled

Warrants outstanding at January 31, 2021

Unrecognized Compensation Costs

At January 31, 2021, we had unrecognized

stock-based compensation of $982,335, which will be recognized over the weighted average remaining vesting period of 2.92 years.

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:

Six Months Ended January 31,

Warrants outstanding at April 30, 2021

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:

Nine Months Ended April 30,

Options to purchase common stock

4 unchanged sentences

Stock Issuances

Conversion of Convertible Note Payable

Conversion of Convertible Notes 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.

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.

In February, March and April 2021, upon maturity,

we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into

298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes of $0.83 per share.

Private Placements

In February 2021, we sold a total of 960,834 shares

of our common stock to 11 accredited investors for total proceeds of $689,500.

Warrants for 960,834 shares our common stock were issued

to the investors with an average exercise price of $1.23.

The warrants expire six months from the date of closing and have a fair value

of $426,273 and are a component of the total proceeds value.

In March 2021, we sold 525,000 Units at $1.00

per unit to 17 accredited investors for total proceeds of $525,000.

Each Unit consisted of one share of our common stock and a right to

purchase one share of our common stock $2.00.

These rights expire one year from the date of closing and have a fair value of $250,950

and are a component of the total proceeds value.

Common Stock issued for Services

In January 2021, we entered into three agreements for consulting services

to be provided.

We granted the consultants 540,000 shares of our common stock with a value of $88,000 which was expensed as a component

of General and administrative expenses.

On February 12, 2021, we entered into an agreement for consulting

services to be provided through February 2022.

We granted the consultant 75,000 shares of our common stock with a value of $93,750 which

was expensed as a component of General and administrative expenses.

On March 1, 2021, we entered into an agreement for consulting services

to be provided through February 2022.

We granted the consultant 25,000 shares of our common stock with a value of $29,500 which was expensed

as a component of General and administrative expenses.

Lincoln Park Capital Fund

On August 14, 2020, we entered into a Purchase

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

Pursuant to the LPC

Purchase Agreement, 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.

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

or “LPC”).

Pursuant to the LPC Purchase

Agreement, 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

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”

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”).

The amount of a Regular

Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock.

There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that

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

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

or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000.

In addition, if 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.

as set forth in the LPC Purchase Agreement.

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.

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”

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.

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

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.

a fee of 8% of the

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

will 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.

Shares purchased by LPC, including the

initial purchase, are summarized below:

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.

Shares purchased by LPC, including the initial

purchase, are summarized below:

Purchase Date

Number of Shares Purchased

Purchase Price per Share

Purchase Price

Total Purchase Price

1 unchanged sentence

August 14, 2020

January 11, 2021

January 15, 2021

February 2021

We paid A.G.P.

a fee of $97,718 in connection

with the 1,550,904 shares purchased in 2021.

The following table sets forth the remaining

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

prices as of January 31, 2021:

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

as of April 30, 2021:

Assumed Average

8 unchanged sentences

the Sale of Shares

Although the Purchase Agreement provides that we may sell up to an additional $9,964,920 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 $9,964,920 as the maximum number of shares to be sold totals 20,065,166.

Following purchases and issuances made to date, 18,468,942 shares remained as of January 31, 2021.

The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 1,596,224 shares owned by LPC at January 31, 2021.

The denominator is based on 91,610,202 shares outstanding as of January 31, 2021 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.

The closing price of our common stock on January 29, 2021.

Party Transactions

Although the Purchase Agreement provides that we may sell up to an additional $8,778,525 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 as the maximum number of shares to be sold totals 20,065,166.

purchases and issuances made to date, 17,118,038 shares remained as of April 30, 2021.

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

price plus the 2,153,326 shares owned by LPC at April 30, 2021.

The denominator is based on 96,391,168 shares outstanding as of

April 30, 2021 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.

The closing price of our common stock on April 30, 2021.

Related Party

Due to Officers and Executives

The following amounts were due to our officers and were included

in Accounts payable on our Balance Sheets:

January 31, 2021

The following amounts were due to our officers and were included in

Accounts payable on our Balance Sheets:

April 30, 2021

July 31, 2020

Christine Farrell, CFO

The $1,377 is for reimbursement of accrued expenses

due the officers.

The amount of salary due to Mr.

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

Redmond 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 January 31, 2021

Balance at April 30, 2021

Accrued wages on our balance sheet is $246,872

and includes accrued wages and payroll taxes payable, which includes $10,769 of increased officer wages for our CEO and CFO, per their

employment agreements entered into on January 21, 2021.

Related Party Transaction

On March 1, 2021, as part of the APA and Dr.

Vanlandingham’s

employment agreement, Dr.

Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000.

shares vest on signing of closing documents.

250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first

dosing of human;

and 250,000 shares vest upon Company being accepted on NASDAQ.

These amounts are being expensed over the life

of the awards and $490,104 was expensed to General and administrative expenses at April 30, 2021.

We did not recognize any revenues for the

year ended July 31, 2020 or the six months ended January 31, 2021 and we had an accumulated deficit of $30,431,542 as of January

year ended July 31, 2020 or the nine months ended April 30, 2021 and we had an accumulated deficit of $42,833,232 as of April 30,

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

Cash available at January 31, 2021 of $63,072 may not provide enough working capital to meet our current operating expenses through

March 10, 2022.

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.

available at April 30, 2021 of $1,378,225 may not provide enough working capital to meet our current operating expenses through June

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 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 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.

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 of ways.

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 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 business, including key components or raw materials.

Governmental authorities in many countries, including

the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes

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

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 8 above).

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.

by June 21, 2022, 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 8 above).

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 Events

Stock Subscriptions

In February 2021, we sold a total of 952,171 shares of our common

stock to 11 accredited investors for total proceeds of $689,500.

In March 2021, we sold 525,000 Units at $1.00 per unit.

Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00.

This right expires

one year from the date of closing.

LPC Share Purchases

From February 1, 2021 through March 10,

2021, LPC purchased an additional 1,173,124 shares of our common stock for a total price of $1,018,448 and, as of March 10, 2021,

there was $8,946,472 remaining purchase availability.

On February 11, 2021, we received notice that the SBA Paycheck

Protection Program loan was forgiven.

On March 1, 2021, our APA with Prevacus

closed and we issued 6,000,000 shares of our common stock with a value of $7,080,000.

We withheld 1,000,000 shares of our common

stock in exchange for our payment of certain liabilities of Prevacus.

The Milestone Consideration may be earned

by Prevacus as follows:

(i) up to 2,000,000 shares of our Common Stock when the United States Patents are revived in our name by

Patent and Trademark Office and any international patents that have lapsed also revived in our name by the respective

country’s patent offices.

The value of shares issued shall not exceed $6,000,000 based on the price of our common stock on

the date the payment is due;

(ii) 1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial

for the Asset;

(iii) up to 2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the drug-device

combination for the Asset and the Delivery Device from the U.S.

Patent and Trademark Office, the value of which shall not exceed

$10,000,000 based on the price of our common stock on the date the payment is due;

(iv) 1,000,000 shares of our common stock upon

our receipt of net proceeds of at least $1,000,000 in a Non-Dilutive Financing relating directly to the development of the Asset

and the Delivery Device.

This milestone will expire one year after the Closing Date or, for any Non-Dilutive Financing submitted

prior to the one year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary of the

Closing Date;

(v) up to 2,000,000 shares of our common stock if we sell the Asset after a Phase Ib Clinical Trial for which we

are the sponsor is complete, but prior to completion of a Phase II Clinical Trial, to a Third Party resulting in net proceeds to

us of at least $50,000,000.

The value of the 2,000,000 shares related to this milestone shall not exceed $50,000,000 dollars, shall

not exceed $25,000,000 based on the price of our common stock on the date the payment is due;

(vi) 4,000,000 shares of our common

stock upon the successful completion of a Phase II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third

Party resulting in net proceeds to us of at least $50,000,000;

or (II) the administration of the first dose to a human being in

a Phase III Clinical Trial for the Asset for which Company;

and (vii) 2,000,000 shares of our common stock after the first dosing

in a human as part of a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial, as determined

by us in our sole discretion.

LGH Investments, LLC

On March 5, 2021, LGH notified us of their

intent to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100

of the total into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

Convertible Notes

In February and

March 2021, upon maturity, we converted Convertible Promissory Notes with a face value of $130,000 and accrued interest of $9,100

into 140,397 shares of our common stock as calculated by the conversion price of the Convertible Promissory Notes of $0.99 per

In February 2021, we settled a Convertible

Promissory Note with a face value of $20,000 and accrued interest of $1,400 with cash totaling $21,400.

Conversion of Convertible Notes Payable

In May 2021, upon maturity, we converted four

convertible promissory notes with an aggregate face value of $95,000 and accrued interest of $6,650 into 127,063 shares of our common

stock as calculated by the conversion price of the convertible promissory notes of $0.80 per share.

Private Placement

June 2021, we sold 500,000 shares of our common stock at $0.59 per share along with a five-year share purchase warrant exercisable for

500,000 shares of our common stock at a price of $1.00 per share for total an aggregate purchase price of $295,000 to an accredited investor

which also provided certain consulting services to the Company.

The purchase price was paid with $250,000 cash and the satisfaction of

$45,000 of amounts due to the investor for its consulting services.

Treasury Shares

In June, 2021, Green

Energy Alternatives, Inc.

returned 5,300,000 shares of stock to our common stock treasury, as the company is no longer in business.

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING

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.

CAUTIONARY NOTE REGARDING 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,”

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“would”

and similar expressions are intended to identify forward-looking statements, although not

all forward-looking statements contain these identifying words.

and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these

identifying words.

We have based these forward-looking statements

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

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.

You should understand that the following important

factors could affect our future results and could cause those results or other outcomes to differ materially from those expressed or

implied in our forward-looking statements:

We have based these

forward-looking statements on our current expectations and projections about future events.

Although we believe that the expectations

underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are

subject to risks and uncertainties.

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

You should understand

that the following important factors could affect our future results and could cause those results or other outcomes to differ materially

from those expressed or implied in our forward-looking statements:

our limited operating history and no revenues,

on which to evaluate our ability to achieve our business objective and projected cash needs

and our expected future revenues, operations and expenditures;

our potential ability to obtain additional

financing on favorable terms;

our public securities’

potential liquidity and trading;

the extent to which we acquire or invest

in businesses, products, and technologies;

the scope, progress, results and costs of our

clinical trials of our drug candidates and medical devices;

our ability to successfully integrate

our acquired products and technologies into our business, including the possibility that

the expected benefits of the transactions will not be fully realized by us or may take longer

to realize than expected;

the safety and efficacy of our product

the progress and timing of clinical trials;

the costs, timing, and outcome of regulatory

review of our product candidates;

the timing of submissions to, and decisions

made by the U.S.

Food and Drug Administration (FDA) and other regulatory agencies, related

to our product candidates to the satisfaction of the FDA and such other regulatory agencies;

our ability to obtain, maintain and successfully

enforce adequate patent and other intellectual property or regulatory exclusivity protection

of our product candidates and the ability to operate our business without infringing the

intellectual property rights of others;

the costs of preparing, filing, and prosecuting

patent applications and maintaining, enforcing, and defending intellectual property-related

the emergence of competing technologies

and other adverse market developments;

the impact of COVID-19 pandemic;

changes in accounting standards;

the other risks and uncertainties discussed herein, in our annual

report on form 10-K filed with the SEC on November 16, 2020 and our other filings with the

Many 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 investments in three different life saving technologies:

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”).

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.

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 investments in four different life saving technologies:

the CardioMap®

monitoring and screening device;

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.

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 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.

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

a unique neurosteroid drug compound intended to treat rare brain disorders;

and a drug compound intended to tread mild traumatic brain disorder (concussion).

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.

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 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

Our products are in various stages of 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

Stock Subscriptions

In February 2021, we sold a total of 952,171 shares to 11 accredited

investors for total proceeds of $689,500.

In March 2021, we sold 525,000 Units at $1.00 per unit.

Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00.

This right expires

one year from the date of closing.

On December 11, 2020, we entered into a

Securities Purchase Agreement with LGH Investments, LLC, pursuant to which we entered into a $165,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due September 11, 2021.

We received $142,500

net cash from the issuance of the Note and incurred a $15,000 original issue discount and $7,500 of closing costs, which are being

amortized over the life of the note.

On March 5, 2021, LGH notified us of their

intent to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100

of the total into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

See Note 5 of Notes to Financial Statements

for additional information.

Private Placements

In February 2021, we sold a total of 960,834

shares of our common stock to 11 accredited investors for total proceeds of $689,500.

Warrants for 960,834 shares our common stock were

issued to the investors with an average exercise price of $1.23.

The warrants expire six months from the date of closing and have a fair

value of $426,273.

In March 2021, we sold 525,000 Units at $1.00

per unit to 17 accredited investors for total proceeds of $525,000.

Each Unit consisted of one share of our common stock and a right

to purchase one share of our common stock $2.00.

These rights expire one year from the date of closing and have a fair value of $250,950.

In June 2021, we sold 500,000 shares of

our common stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock

at a price of $1.00 per share for total an aggregate purchase price of $295,000 to an accredited investor which also provided certain

consulting services to the Company.

The purchase price was paid with $250,000 cash and the satisfaction of $45,000 of amounts due to

the investor for its consulting services.

On December 11, 2020, we entered into a Securities

Purchase Agreement (“2020 LGH Agreement”) with LGH Investments, LLC (“LGH”), pursuant to which we entered into

a $165,000 face value convertible promissory note which bore interest at a one-time rate of 8.0% applied to the face value and was due

September 11, 2021 (the “2020 Note”).

We received $150,000 from the issuance of the 2020 Note and incurred a $15,000 original

issue discount and $7,500 of closing costs, which were being amortized over the life of the note.

On March 5, 2021, LGH notified us of their intent

to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100 of the total

into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

On April 5, 2021, we entered into a Securities

Purchase Agreement (“2021 LGH Agreement”) with LGH pursuant to which we entered into a $1,050,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the “2021 Note”).

We received $1,000,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount and $30,000 closing

costs, which are being amortized over the life of the 2021 Note.

See Note 5 of Notes to Financial Statements for additional information.

The value of the 1,134,000 warrants was $877,716,

of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was

allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note.

Labrys and Lincoln Park

In August 2020, we entered into two funding

arrangements as follows:

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.

See Note 5 of Notes

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, two additional purchases in January 2021 for a total

of 200,000 shares for $35,080 and additional purchases through March 10, 2021 totaling 1,173,124 shares for total proceeds of $1,018,448.

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.

See Note 5 of Notes to Financial

Statements for additional information.

The second arrangement was with Lincoln Park

Capital Fund, LLC (“Lincoln Park”

or ”LPC”) 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.

Lincoln Park made an initial

purchase of 602,422 shares of our common stock for $250,000, and additional purchases through June 21, 2021 for a total of 2,153,326

shares for $1,471,475.

See Note 8 of Notes to Financial Statements for additional information.

1 unchanged sentence

on Form S-1 for the registration of shares to be sold to Lincoln Park was declared effective by the Securities and Exchange Commission.

We intend to use the proceeds from all

of the 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.

We intend to use the proceeds from all of the

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.

Asset Purchase Agreement

On January 7, 2021, we entered into an

Asset Purchase Agreement (“APA”) with Prevacus, Inc.

(“Prevacus”) pursuant to which we will purchase the

assets and all of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma

(concussion) and delivery device (the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the

Milestone Consideration, if any.

On March 1, 2021, our APA with Prevacus

closed and we issued 6,000,000 shares of our common stock with a value of $7,080,000.

We withheld 1,000,000 shares of our

common stock in exchange for our payment of certain liabilities of Prevacus.

See Note 3 of Notes to Financial Statements

for additional information

On January 7, 2021, we entered into an Asset Purchase

Agreement (the “APA”) with Prevacus, Inc.

(“Prevacus”), pursuant to which we will purchase the assets and all

of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and

the delivery device (the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration,

On March 1, 2021, our

APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at the fair market value of $1.18 per share for the

stock granted on the date of acquisition for $7,080,000.

In addition, 1,000,000 shares of our common stock valued at $1.18 per share for

$1,180,000 was recorded as a component of Additional Paid in Capital for the probability of earning the Milestone Consideration of first

dosing in a Phase I Clinical Trial.

In addition, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000,

in exchange for our payment of certain liabilities of Prevacus.

We determined that in accordance with Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)) and

pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have

no alternative future use in research and development or otherwise, represent costs of research and development as acquired, and therefore

are expensed when incurred.

On March 1, 2021, the date of acquisition, we expensed $9,440,000 as In-process research and development.

At April 30, 2021, our Asset purchase liability account balance was $1,125,026.

The net change in the Asset purchase liability account

will be released as shares at $1.18 per share once all liabilities have been paid.

Going Concern

2 unchanged sentences

and we do not have any sources of revenue.

We had an accumulated deficit of $30,431,542 as of January 31, 2021 and cash of $63,072.

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 $63,072 available at January 31, 2021 may not provide enough working capital to meet our current operating expenses

through March 10, 2022.

We had an accumulated deficit of $42,833,232 as of April 30, 2021 and cash of

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 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 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 plan.

$1,378,225 available at April 30, 2021, may not provide enough working capital to meet our current operating expenses through June 21,

If we are unable to raise additional capital

by March 10, 2022, 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 8 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.

by June 21, 2022, 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 8 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 six months ended January 31,

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

During the nine months ended April 30, 2021,

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.

Summary 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

We do not currently sell or market any

products and we did not have any revenue in the three or six month periods ended January 31, 2021 or 2020.

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 January 31,

General and administrative expense

Loss from operations

Interest expense

Basic and diluted net loss per share

Six Months Ended January 31,

General and administrative expense

We do not currently sell or market any products

and we did not have any revenue in the three or nine-month periods ended April 30, 2021 or 2020.

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.

Months Ended April 30,

Ended April 30,

General and administrative

In-process research and development

Net operating Loss

Loss from operations

(12,094,320 )

(11,226,655 )

(13,253,380 )

(10,563,240 )

Interest expense

(12,401,690 )

(11,402,415 )

(13,982,504 )

(10,965,672 )

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 increase in General and administrative

expense in the three months ended January 31, 2021 as compared to the same period of 2020 was due to a $70,147 decrease in board

and stock expense due to the vesting of restricted stock units in the 2020 period and a $77,477 decrease in consulting fees, offset

by $42,619 increase research and development expense, a $115,297 increase in legal and professional fees, a $52,565 increase in

business development and investor relations, a $25,674 increase in insurance expense and a $46,806 increase in financing.

The decrease in General and administrative

expense in the six months ended January 31, 2021 as compared to the same period of 2020 was due to a $988,178 decrease in board

and stock expense due to the vesting of restricted stock units in the 2020 period and a $158,192 decrease in consulting fees, offset

by a $275,504 increase in legal and professional fees, a $32,619 increase in research and development expense, a $58,950 increase

in business development and investor relations, $18,257 in payroll costs, a $29,841 increase in insurance expense and a $66,806

increase in financing costs.

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 fees.

The changes in General and administrative expense

in the three and nine months ended April 30, 2021 as compared to the same periods of 2020 were due to the following:

Three months ended April 30, 2021 compared to three months ended April 30, 2020

Nine months ended April 30, 2021 compared to nine months ended April 30, 2020

Increase (decrease) in:

Board and stock expense

Business development and investor relations

Consulting fees

Financing fees

Insurance expense

Legal and professional fees

Research and development

Board Stock expense increased in the three months

ended April 30, 2021 compared to April 30, 2020, due to the granting of RSUs to our officers, our Science and Sports Advisory Boards,

as well as options granted in connection with the Prevacus APA that closed on March 1, 2021.

The decrease in board stock expense for the

nine months ended April 30, 2021 compared to April 30, 2021, was due to the vesting of Board RSU’s in the first quarter 2021.

development and investor relations increase in the three and nine months ended April 30, 2021 compared to April 30, 2020 as a result of

the issuance of common stock and fees for services rendered.

Consulting fees decreased for the three and nine months ended April 30, 2021

primarily due to grants of RSU’s and stock issued to consultants in the three and nine months ended April 30, 2020 not incurred

in the three and nine months ended April 30, 2021.

Financing fees increased for the three and nine months ended April 30, 2021 due to

expenses related to the debt and equity financings during the periods.

Research and development increased in the three and nine months

ended April 30,2021, primarily due to research and development of the PRV-002 and Save a Life projects.

Wages increased for the three

and nine months ended April 30, 2021 due to the increased headcount in fiscal 2021.

In-process Research and Development

In-process research and development in the three and nine month periods

ended April 30, 2021 included $9,440,000 of in-process research and development expense in connection with the Prevacus APA that closed

on March 1, 2021.

See Note 3 to Notes to Financial Statements for additional information.

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 January 31,

Six Months Ended January 31,

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:

Months Ended April 30,

Ended April 30,

Weighted average debt outstanding

Weighted average interest rate

The increases in interest expense for the

three and six months ended January 31, 2021 compared to the same periods of 2020 were due to the increased average debt outstanding

and higher average interest rates due to the issuance of debt to Labrys in August 2020 and to LGH in December 2020 as discussed

above, as well as a $149,594 and a $250,464 increase, respectively, in amortization of debt discount, beneficial conversion feature

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

Net loss increased in the three months

ended January 31, 2021 compared to the same period of the prior year due to increased General and administrative expense and interest

expense as discussed above.

The decrease in the six months ended January 31, 2021 compared to the same period of 2020 was due to

the decrease in General and administrative expense, partially offset by the increase in Interest expense as discussed above.

The increases in interest expense for the three

and nine months ended April 30, 2021, compared to the same periods of 2020 were due to the increased average debt outstanding and higher

average interest rates due to the issuance of debt to Labrys in August 2020 and to LGH in December 2020 and April 2021, as discussed above,

as well as a $330,103 and a $718,989 increase, respectively, in amortization of debt discount, beneficial conversion feature and closing

Net loss increased in the three and nine months

ended April 30, 2021 compared to the same period of the prior year was due to increased General and administrative expense and interest

expense as discussed above, primarily due to the $9,440,000 in-process research and development expense incurred with the Prevacus agreement.

Liquidity and Capital Resources

The following table sets forth the primary sources and uses

Six Months Ended January 31,

The following table sets forth the primary sources and uses of cash:

Nine Months Ended April 30,

Net cash used in operating activities

$ (2,461,232 )

Net cash provided by financing activities

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.

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 affected.

In such case,

we may need to suspend the creation of new products until market conditions improve.

Convertible Notes

At January 31, 2021, we had 10 convertible

notes outstanding with a total principal balance of $345,000, unamortized debt discount of $58,546 and accrued interest of $20,056.

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.

LGH Convertible Note Payable

On December 11, 2020, we entered into a

Securities Purchase Agreement (the “SPA”) with LGH Investments, LLC (“LGH”), pursuant to which we entered

into a $165,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value

and is due September 11, 2021 (the “Note”).

We received $142,500 net cash from the issuance of the Note and incurred

a $15,000 original issue discount and $7,500 closing costs, which are being amortized over the life of the Note.

At April 30, 2021, we had four convertible notes

outstanding with an aggregate principal balance of $95,000, unamortized debt discount of $2,696 and accrued interest of $6,462.

bear interest at 7.0% annually and are due in May 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.

In May 2021, upon maturity, we converted the four

convertible promissory notes with an aggregate face value of $95,000 and aggregate accrued interest of $6,650 into 127,063 shares of our

common stock as calculated by the conversion price of the convertible promissory notes of $0.80 per share.

Conversion of Convertible Notes 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.

In February, March and April 2021, upon maturity,

we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into

298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes with a weighted average conversion

rate of $0.83 per share.

LGH Promissory Notes

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities

Purchase Agreement with LGH Investments, LLC, pursuant to which we entered into a $165,000 face value convertible promissory note which

bore interest at a one-time rate of 8.0% applied to the face value and was due September 11, 2021 (.

We received $142,500 net cash from

the issuance of the 2020 Note and incurred a $15,000 original issue discount and $7,500 closing costs, which were being amortized over

the life of the 2020 Note.

The 2020 Note was convertible at a price of $0.15 per share.

The 2020 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share and 200,000 shares

of our common stock.

The value of the 470,000 warrants was $82,720

and the value of the 200,000 shares of common stock was $40,000 for a total value of $112,720, which were being amortized over the life

of the 2020 Note as closing costs.

Additionally, 100,000 shares valued at $44,000 were expensed as financing costs when incurred.

The conversion feature met the criteria for characterization

as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial conversion feature, which

was also being amortized over the life of the 2020 Note.

On March 5, 2021, LGH notified us of their intent

to convert their $165,000 convertible promissory note plus $13,200 of interest.

We negotiated with them to convert $89,100 of the total

into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

April 2021 Promissory Note

On April 5, 2021, we entered into a 2021 LGH

Agreement with LGH pursuant to which we entered into a $1,050,000 face value convertible promissory note which bears interest at a

one-time rate of 8.0% applied to the face value and is due February 5, 2022.

We received $1,000,000 net cash from the issuance of

the 2021 Note and incurred a $50,000 original issue discount and $30,000 closing costs, which are being amortized over the life of

the 2021 Note.

The 2021 Note is convertible at a price of $1.00

per share, subject to adjustment as provided in the Note.

If an Event of Default occurs as defined in the Note, the conversion

price will be the lesser of (i) $0.15 per share;

or (ii) 70% of the lowest traded price in the prior twenty trading days immediately

preceding the Notice of Conversion.

The SPA included the issuance of (i) a

five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share (the “Warrant”);

and (ii) 200,000 shares of our common stock (the “Inducement Shares”).

If an Event of Default occurs as defined in the 2021 Note, the Outstanding Balance shall immediately increase to one hundred

twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price

will be $1.00 per share.

The 2021 LGH Agreement included the issuance of

a five-year share purchase warrant exercisable for 1,134,000 shares of our common stock at a price of $0.95 per share and 100,000 shares

of our common stock.

The value of the 1,134,000 warrants was $877,716,

and the value of the 200,000 shares of common stock was $40,000 for a total value of $112,720, which is being amortized over the

life of the Note as closing costs.

Additionally, 100,000 shares valued at $44,000 was expensed as financing costs when incurred.

of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was

allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note.

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”).

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 Note bears interest at 12% per year.

of Notes to Financial Statements

for additional information.

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.

On February 11, 2021, we received notice

that the PPP Note was forgiven.

of Notes to Financial Statements for

additional information.

Settlement of Convertible Promissory Note

In February 2021, we settled a convertible promissory

note with a face value of $20,000 and accrued interest of $1,400 with cash totaling $21,400.

On February 11, 2021, we received notice that

the SBA Paycheck Protection Program loan for $50,000 was forgiven.

The $50,000 gain is reflected as Other income on our Statements of

Operations for the three and nine months ended April 30, 2021.

Stock Sales 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”).

Pursuant to the LPC Purchase Agreement, 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 to LPC.

Agreement and a Registration Rights Agreement with Lincoln Park Capital Fund, LLC.

Pursuant to the LPC Purchase Agreement, 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 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.

In January 2021,

we sold an additional 200,000 shares of our common stock to LPC for total proceeds $35,080.

From February 1, 2021 through

March 10, 2021, LPC purchased an additional 1,173,124 shares of our common stock for a total price of $1,018,448 and, as of March

10, 2021, there was $8,946,472 remaining purchase availability.

See Note 8 and 11 of Notes to Financial

Statements for additional information.

Inflation did not have a material impact

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

From January 1, 2021

to June 21, 2021, we sold an additional 1,550,904 shares of our common stock to LPC for total proceeds $1,221,475.

As of June 21, 2021, there was $8,778,525 remaining

purchase availability.

We paid A.G.P.

$97,718 related to these purchases.

See Notes 8 of Notes to Financial Statements for

additional information.

Inflation did not have a material impact on our

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

Off Balance Sheet Arrangements

We do not have any material off balance

sheet arrangements.

We do not have any off balance sheet

arrangements.

Quantitative and Qualitative Disclosures About Market Risk

2 unchanged sentences

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What changed 10-Q

Item 1. Financial Statements