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Item 1A. Risk Factors

2021-10-29 compared with 2020-11-16 · 1558 added, 946 removed, 32 unchanged (99% of the section changed)

An investment in

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

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

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

If any of the following risks actually occurs,

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

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

Risks Relating to our Business

The Company is

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

The Company has been

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

The Company’s lack of operating

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

to evaluate the Company’s prospects for success.

Prospective investors should consider the risks and difficulties the Company

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

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

Our business is subject to

a number of risks that you should be aware of before making a decision to invest in our securities, as fully described under “Risk

Factors”

in this prospectus.

The principal factors and uncertainties that make investing in our securities risky include, among

An investment in our securities

has a high degree of risk.

Before you invest you should carefully consider the risks and uncertainties described below and the other information

in this prospectus.

Any of the risks and uncertainties set forth herein could materially and adversely affect our business, results of

operations and financial condition, which in turn could materially and adversely affect the trading price or value of our securities.

Additional risks not currently known to us or which we consider immaterial based on information currently available to us may also materially

adversely affect us.

As a result, you could lose all or part of your investment.

We are a development stage company with little operating history, a

history of losses and we cannot assure profitability and there is substantial doubt about our ability to continue as a going concern.

Our independent registered public accounting firm has included an explanatory paragraph relating to our

ability to continue as a going concern in its report on our audited financial statements.

We may be unable to continue to operate without

the threat of liquidation for the foreseeable future.

Raising additional capital by issuing securities or through debt financings or licensing arrangements

may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product

candidate on terms unfavorable to us.

There are substantial inherent risks in attempting to commercialize newly developed products, and, as

a result, we may not be able to successfully develop new products.

We will need to achieve commercial acceptance of our products, if cleared or approved, to generate revenues

and achieve profitability.

We currently only have four product candidates, which are still in development, and we have not obtained

authorization from any regulatory agency to commercially distribute the products in any country and we may never obtain such authorizations.

We will depend on third parties for the manufacture and distribution of our product candidates and products,

if cleared or approved, and the loss of our third-party manufacturer and distributor could harm our business.

We may be forced to litigate to enforce or defend our intellectual

property rights, to protect our trade secrets or to determine the validity and scope of other parties’

proprietary rights.

If our intellectual property protection is inadequate, competitors may gain access to our technology and

undermine our competitive position.

We have and may continue to encounter substantial delays in planned clinical trials, or our planned clinical

trials for other indications may fail to demonstrate the safety and efficacy of our product candidates to the satisfaction of applicable

regulatory authorities.

We may be substantially dependent on third parties to conduct our clinical trials.

We may be required to suspend or discontinue clinical trials due to side effects or other safety risks

that could preclude approval of our products.

legislative or FDA regulatory reforms may make it more difficult and costly for us to obtain regulatory

approval of our product candidates and to manufacture, market and distribute our products after marketing authorization is obtained.

Conducting any future clinical trials of our product candidates and any future commercial sales of a product

candidate may expose us to expensive product liability claims, and we may not be able to maintain product liability insurance on reasonable

terms or at all and may be required to limit commercialization of our product candidates.

We participate in transactions and make tax calculations for which the ultimate tax determination may

be uncertain.

If we fail to develop or maintain an effective system of internal controls, we may not be able to accurately

report our financial results or prevent financial fraud.

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

financial reporting.

If our expenses are greater than anticipated, then we will have fewer funds with which to pursue our plan

of operations and our financing requirements will be greater than anticipated.

We are heavily dependent upon the ability and expertise of our management team and a very limited number

of employees and the loss of such individuals could have a material adverse effect on our business, operating results or financial condition.

Investors could lose confidence in our financial reports, and the value of our common stock may be adversely

affected, if our internal controls over financial reporting are found not to be effective by management or by our independent registered

public accounting firm.

Challenges to our tax positions in U.S.

jurisdictions, the interpretation and

application of recent U.S.

tax legislation or other changes in U.S.

taxation of our operations could harm our

business, revenue and financial results.

If our business is unsuccessful, our stockholders may lose their entire investment.

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

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

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

stock on the public markets.

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

The sale of shares of our common stock could cause the price of our common stock to decline.

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

actions, to the detriment of other stockholders.

The reverse split of our common stock could decrease our total market capitalization and increase, and may continue to increase,

the volatility of our stock price.

The reverse stock split could increase our authorized but unissued shares of common stock, which could negatively

impact a potential investor.

Trading of our common stock could be sporadic, and the price of our common stock may be volatile;

we caution you as to the highly

illiquid nature of an investment in our shares.

An investment in our securities

has a high degree of risk.

Before you invest you should carefully consider the risks and uncertainties described below and the other information

in this prospectus.

Any of the risks and uncertainties set forth herein could materially and adversely affect our business, results of

operations and financial condition, which in turn could materially and adversely affect the trading price or value of our securities.

Additional risks not currently known to us or which we consider immaterial based on information currently available to us may also materially

adversely affect us.

As a result, you could lose all or part of your investment.

Risks Related to Our Financial Position and

Need for Capital

We are a development stage company

with little operating history, a history of losses and we cannot assure profitability.

We have been incurring operating

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

Our lack of operating history, and the lack of historical pro forma

combined financial information, makes it difficult for investors to evaluate our prospects for success.

Prospective investors should consider

the risks and difficulties we might encounter, especially given our lack of an operating history or historical pro forma combined financial

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

early stage of operations.

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

and forecasts of its finances.

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

Substantial doubt

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

The Company is in the

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

arrangements to expand its product offerings and grow its revenue.

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

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

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

External financing, predominantly

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

however, there can be no certainty

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

These conditions indicate the existence of material uncertainties

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

We have not generated

any revenue or profit from operations since our inception.

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

months in order to continue our development activities.

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

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

This amount could increase

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

Should this amount not be

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

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

Therefore, we only expect to raise

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

We are currently

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

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

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

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

risk that our business would fail.

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

or cease operations.

The Company had

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

The Company had negative

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

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

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

The Company may also be

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

There can be no assurance that the Company

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

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

The Company’s actual financial

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

The Company’s

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

The Company has experienced

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

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

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

The process for estimating the

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

These estimates and assumptions

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

In addition, the assumptions

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

of operations.

The Company expects

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

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

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

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

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

Our efforts to grow our

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

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

and delays, and other unknown events.

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

may significantly decrease.

Our success depends

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

Our revenue and income

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

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

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

preventative medicine that is directly decreasing general health care costs.

The CardioMap®, through its screening and predictive

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

Considering heart disease-caused deaths are still the

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

device has potential value

in any medical practice.

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

and preventative care.

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

As a result, our

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

unprofitable.

The Save a Life choking

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

Further development is required, and the final

product will require FDA clearance.

The drug compound being

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

The drug will require extensive testing and

clinical trials before it is commercialized.

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

Our limited operating

history creates substantial uncertainty about future results.

As we have not begun to generate revenue, it is extremely difficult to make accurate predictions and forecasts

of our finances.

There is no guarantee that our products or services will be attractive to potential consumers.

There is substantial doubt about our

ability to continue as a going concern.

We are in the development

stage and are currently seeking additional capital, mergers, acquisitions, joint ventures, partnerships and other business arrangements

to expand our product offerings and generate revenue.

Our ability to continue as a going concern is dependent upon our ability in the

future to generate revenue and achieve profitable operations and, in the meantime, to obtain the necessary financing to meet our obligations

and repay our liabilities when they become due.

External financing, predominantly by the issuance of equity and debt, will be sought to

finance our operations;

however, there can be no certainty that such funds will be available at terms acceptable to us.

These conditions

indicate the existence of material uncertainties that may cast significant doubt about our ability to continue as a going concern.

We have not generated any

revenue or profit from operations since our inception.

We expect that our operating expenses will increase over the next twenty-four months

in order to continue our development activities.

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

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

This amount could increase if we encounter

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

Should this amount not be sufficient to support

our continuing operations, we do not expect to be able to raise any additional capital through debt financing from traditional lending

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

Therefore, we only expect to raise money through equity financing

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

We are currently in discussions with a number of

institutional investors who could provide the capital required for our ongoing operations.

If we cannot raise the money that we need in

order to continue to operate our business beyond the period indicated above, we will be forced to delay, scale back or eliminate some

or all of our proposed operations.

If any of these were to occur, there is a substantial risk that our business would fail.

unsuccessful in raising additional financing, we may need to curtail, discontinue, or cease operations.

Our actual financial position and

results of operations may differ materially from management’s expectations.

We have experienced some changes

in our operating plans and certain delays in our plans.

As a result, our revenue, net loss and cash flow may differ materially from our

The process for estimating our revenue, net loss and cash flow requires the use of estimates and assumptions.

These estimates

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

In addition, the

assumptions used in planning may not prove to be accurate, and other factors may affect our financial condition or results of operations.

We expect to incur significant

ongoing costs and obligations related to our investment in infrastructure and growth and for regulatory compliance, which could have a

material adverse impact on our results of operations, financial condition and cash flows.

In addition, future changes in regulations,

more vigorous enforcement thereof or other unanticipated events could require extensive changes to our operations, increased compliance

costs or give rise to material liabilities, which could have a material adverse effect on our business, results of operations and financial

Our efforts to grow our business may be costlier than we expect, and we may not be able to increase our revenue enough to offset

our higher operating expenses.

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

complications and delays, and other unknown events.

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

Shares may significantly decrease.

Our limited operating history creates

substantial uncertainty about future results.

We have limited operating

history and operations on which to base expectations regarding our future results and performance.

To succeed, we must do most,

if not all, of the following:

raise corporate equity to support our operating costs and to have sufficient funds to develop, market and sell our products;

To succeed, we must do most, if not

all, of the following:

raise corporate equity to support our operating costs and to have sufficient funds to develop, market

and sell our products;

locate strategic licensing and commercialization partners;

4 unchanged sentences

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

Our business will suffer

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

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

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

See Note 10 of the Notes to the Financial Statements.

We may have difficulty

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

affect our business, results of operation and financial condition.

We expect to continue

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

In order to support the initiatives envisioned

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

collaborative relationships or other arrangements.

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

we may require additional capital sooner than we expect.

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

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

a timely basis.

Our ability to raise

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

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

Because our common stock is not

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

If additional

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

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

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

The preferential

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

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

or a combination thereof.

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

to us or at all.

If adequate funds are

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

would be limited significantly.

Our business will suffer if

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

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

our contemplated business plan and strategy or become profitable.

Because we may never have net income

from our operations, our business may fail.

We have no history of profitability

from operations.

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

Our success is significantly dependent on uncertain events,

including successful developing our products, establishing satisfactory manufacturing arrangements and processes, and distributing and

selling our products.

If we are unable to generate significant revenues from sales of our products, we will not be able to earn profits

or continue operations.

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

If we are unsuccessful

in addressing these risks, our business will fail, and investors may lose all of their investment in our Company.

Our ability to generate positive cash

flows is uncertain.

To develop and expand our

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

and marketing, and general and administrative expenses.

In addition, our growth will require a significant investment in working capital.

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

We cannot provide

any assurance that we will be able to raise the capital necessary to meet these requirements.

If adequate funds are not available or are

not available on satisfactory terms, we may be required to significantly curtail our operations and may not be able to fund our current

production requirements, let alone fund expansion, take advantage of unanticipated acquisition opportunities, develop or enhance our products,

and respond to competitive pressures.

Any failure to obtain such additional financing could have a material adverse effect on our business,

results of operations, and financial condition.

We need to raise additional funds,

and such funds may not be available on acceptable terms.

We may consider issuing additional

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

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

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

If we incur additional

debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses.

We may not be able to obtain financing on favorable terms, in which case, we may not be able to develop or enhance our products, execute

our business plan, take advantage of future opportunities, or respond to competitive pressures.

We may have difficulty raising additional

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

results of operation and financial condition.

We expect to continue devoting

significant capital resources to fund research and development and marketing.

In order to support the initiatives envisioned in our business

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

or other arrangements.

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

sooner than we expect.

We are unable to provide any assurance or guarantee that additional capital will be available when needed by our

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

Our ability to raise additional

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

the development or prospects for development of competitive products by others.

Because our common stock is not listed on a major stock

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

If additional funds are raised through

the issuance of equity, convertible debt or similar securities of our company, the percentage of ownership of our company by our company’s

stockholders will be reduced, our company’s stockholders may experience additional dilution upon conversion, and such securities

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

The preferential rights granted to the providers of such additional

financing may include preferential rights to payments of dividends, super voting rights, a liquidation preference, protective provisions

preventing certain corporate actions without the consent of the fund providers, or a combination thereof.

We are unable to provide any

assurance that additional financing will be available on terms favorable to us or at all.

If adequate funds are not

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

be limited significantly.

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

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

The capital requirements

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

We require additional

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

Since the terms and availability of such financing

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

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

In addition, our ability to

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

and local economic conditions.

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

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

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

competitive pressures.

Additional equity financing could result in dilution to our stockholders.

Failure to implement

our business strategy could adversely affect our operations.

Our financial position,

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

Key factors involved

in the execution of the business strategy include:

Thus, the unavailability

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

The capital requirements necessary

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

We require additional debt

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

Since the terms and availability of such financing depend,

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

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

In addition, our ability to obtain financing depends

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

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

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

Additional indebtedness could increase our leverage

and make us more vulnerable to economic downturns and may limit our ability to withstand competitive pressures.

Additional equity financing

could result in dilution to our stockholders.

Our independent registered public

accounting firm has included an explanatory paragraph relating to our ability to continue as a going concern in its report on our audited

financial statements.

Our independent registered

public accounting firm has issued its audit opinion on our consolidated financial statements appearing in our Annual Report on Form 10-K

for the fiscal year ended July 31, 2021, including an explanatory paragraph as to substantial doubt with respect to our ability to continue

as a going concern.

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

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

satisfaction of liabilities in the normal course of business.

For the fiscal year ended July 31, 2021, our net loss was $16,883,095, and

we had an accumulated deficit of $45,733,823.

As of July 31, 2021, we had current liabilities of $3,377,887 and current assets of $610,119

and a working capital deficit of $2,767,768.

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

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

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

$99,619 and a working capital deficit of $657,443.

These factors raise substantial doubt about our ability to continue as a going concern

which is dependent on our ability to raise the required additional capital or debt financing to meet short- and long-term operating requirements.

We may also encounter business endeavors that require significant cash commitments or unanticipated problems or expenses that could result

in a need for additional cash.

Our ability to continue as a going concern is dependent upon raising capital from financing transactions.

To stay in business, we will need to raise additional capital through public or private sales of our securities or debt financing.

the past, we have financed our operations by issuing secured and unsecured convertible debt and equity securities in private placements,

in some cases with equity incentives for the investor in the form of warrants to purchase our common stock, and we have borrowed from

related parties.

We have sought, and will continue to seek, various sources of financing.

If we raise additional funds through the issuance

of equity or convertible debt securities, the percentage ownership of our current stockholders could be reduced, and such securities might

have rights, preferences, or privileges senior to our common stock.

Additional financing may not be available upon acceptable terms, or

available at all.

If adequate funds are not available on acceptable terms, we may not be able to take advantage of prospective business

endeavors or opportunities, which could significantly and materially restrict our operations.

If we are unable to obtain necessary capital,

we may have to cease operations.

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

We can provide no assurance

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

Even if we achieve

profitability, we may not be able to sustain such profitability.

If we are unable to obtain financing or achieve and sustain profitability,

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

Failure to become and remain profitable

may adversely affect the market price of our common stock and our ability to raise capital and continue operations.

For additional information,

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

“Going Concern.”

Raising additional capital by issuing

securities or through debt financings or licensing arrangements may cause dilution to our existing stockholders, restrict our operations

or require us to relinquish rights to our technologies or product candidate on terms unfavorable to us.

To the extent that we raise

additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of

such securities may include liquidation or other preferences that adversely affect your rights as a stockholder.

Debt financing, if available,

may involve agreements that include covenants limiting or restricting our ability to take certain actions, such as incurring additional

debt, making capital expenditures or declaring dividends.

If we raise additional funds through strategic partnerships with third parties,

we may have to relinquish valuable rights to our technologies or product candidate, future revenue streams, research programs or product

candidate, or otherwise grant licenses on terms that are not favorable to us.

If we are unable to raise additional capital when needed,

we may be required to delay, limit, reduce or terminate our product development or commercialization efforts for our product candidate

or our preclinical product candidates, or grant rights to develop and market potential future product candidates that we would otherwise

prefer to develop and market ourselves.

Any of these events could adversely affect our ability to achieve our product development and

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

Risks Related to Our Technology, Development

and Commercialization of our Product Candidates

Our success depends on the viability

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

Our revenue and income potential

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

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

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

that is directly decreasing general healthcare costs.

The CardioMap®, through its screening and predictive values, is a tool, if approved

or cleared, might be implemented in this preventative approach.

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

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

device has potential value in any medical practice.

If approved or cleared for marketing, it could be an ideal device, allowing insurance companies to potentially cut costs through early

diagnostic and preventative care.

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

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

There is no guarantee that the device will be approved or cleared for commercial use.

The Save a Life choking rescue

device is in the development stage and has not been approved or cleared for commercial use.

Further development is required, and the final

product will require FDA approval or clearance.

There is no guarantee that the device will be approved or cleared for commercial use.

The product candidate

PRV-001, for which we own 50% of the intellectual property, will be developed by Prevacus and is in its early stages and

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

There is no guarantee that PRV-001 will be approved

for commercial use.

The product candidate PRV-002

being developed by us and is in its early stages and will require extensive testing and clinical trials before it is commercialized.

is no guarantee that PRV-002 will be approved for commercial use.

If we fail to obtain marketing

authorization for our product candidates, our business, financial condition, and results of operations will be materially adversely affected.

There are substantial inherent risks

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

We plan to conduct research

and development of health-related technologies.

However, commercial feasibility and acceptance of such product candidates are unknown.

Scientific research and development require significant amounts of capital and takes an extremely long time to reach commercial viability,

During the research and development process, we may experience technological barriers that we may be unable to overcome.

of these uncertainties, it is possible that some of our future product candidates will never be successfully developed.

If we are unable

to successfully develop new products, we may be unable to generate new revenue sources or build a sustainable or profitable business.

We will need to achieve commercial

acceptance of our products, if cleared or approved, to generate revenues and achieve profitability.

Superior competitive products

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

We cannot predict when significant commercial market acceptance for our products, if cleared or approved, will develop, if at all, and

we cannot reliably estimate the projected size of any such potential market.

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

able to generate revenues from them.

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

new products that are accepted by customers.

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

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

We currently only have four product

candidates, which are still in development, and we have not obtained authorization from any regulatory agency to commercially distribute

the products in any country and we may never obtain such authorizations.

We currently have no products

authorized for commercial distribution in either the United States, Europe or any other country.

We are developing the devices and pharmaceutical

drugs which require regulatory clearance or approvals, we cannot begin marketing and selling our product candidates until we obtain applicable

authorizations from the respective regulatory agency.

The process of obtaining regulatory authorization is expensive and time-consuming

and can vary substantially based upon, among other things, the type, complexity and novelty of a product candidate.

Changes in regulatory

policy, changes in or the enactment of additional statutes or regulations, or changes in regulatory review for each submitted product

application may cause delays in the authorization of a product candidate or rejection of a regulatory application altogether.

The FDA has substantial discretion

in the review process and may refuse to accept our application or may decide that our data are insufficient to grant the request and require

additional pre-clinical, clinical, or other studies.

In addition, varying interpretations of the data obtained from pre-clinical and

clinical testing could delay, limit, or prevent marketing authorization from the FDA or other regulatory authorities.

Any marketing authorization

from the FDA we ultimately obtain may be limited or subject to restrictions or post-market commitments that render the product candidate

not commercially viable.

If our attempts to obtain marketing authorization are unsuccessful, we may be unable to generate sufficient revenue

to sustain and grow our business, and our business, financial condition, and results of operations will be materially adversely affected.

We face significant competition in

an environment of rapid technological change, and our competitors may develop products that are more advanced or more effective than ours

are which may adversely affect our financial condition and our ability to successfully market our products.

Our competitors in the industry

are predominantly large companies with longer operating histories, with significantly easier access to capital and other resources and

an established product pipeline than us.

There can be no assurance that we will be able to establish ourselves in our targeted markets,

or, if established, that we will be able to maintain our market position, if any.

Our commercial opportunity may be reduced if our competitors

develop new or improved products that are more convenient, more effective or less expensive than our product candidates are.

also may obtain FDA or other regulatory marketing authorization for their products more rapidly or earlier than we may obtain marketing

authorization for ours, which could result in our competitors establishing a strong market position before we are able to enter the market.

Risks Related to Our Reliance on Third Parties

We expect to rely on third parties

for the worldwide marketing and distribution of our product candidates, who may not be successful in selling our products, if cleared

We currently do not have adequate

resources to market and distribute any of our products, if cleared or approved, worldwide and expect to engage third-party marketing and

distribution companies to perform these tasks.

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

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

We may not be able to maintain satisfactory

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

If this happens,

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

Our products, if cleared or approved,

may be displaced by superior products developed by third parties.

The healthcare industry is

constantly undergoing rapid and significant change.

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

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

Additionally, researchers could develop

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

Accordingly, our success will depend, in part, on our ability

to respond quickly to medical and technological changes through the development and introduction of new products.

We may not have the

resources to do this.

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

products, then our sales and revenues will decline.

We are, and will continue to be, dependent

in significant part on outside scientists and third-party research institutions for our research and development in order to be able to

commercialize our product candidates.

We currently have a limited

number of employees and resources available to perform the research and development necessary to commercialize our product candidates

and potential future product candidates.

We therefore rely, and will continue to rely, on third-party research institutions, collaborators

and consultants for this capability.

We will depend on third parties for

the manufacture and distribution of our product candidates and products, if cleared or approved, and the loss of our third-party manufacturer

and distributor could harm our business.

We will depend on our third-party

contract manufacturing partner to manufacture and supply our devices and drugs for clinical and commercial purposes.

Additionally, we

will depend on a different third-party distribution partner to warehouse and ship our products, if cleared or approved, to customers.

Our reliance on a third-party manufacturer and a distribution provider to supply us with our drug and devices and to provide such other

distribution services exposes us to risks that could delay our sales or result in higher costs or lost product revenues.

manufacturers could encounter difficulties, including, but not limited to, those caused by the COVID-19 pandemic, in securing

long-lead time components, achieving volume production, quality control and quality assurance or suffer shortages of qualified personnel,

which could result in their inability to manufacture sufficient quantities of our commercially available product, if cleared or approved,

to meet market demand.

Our third-party manufacturer or distributor may also fail to follow and remain in compliance with FDA regulations

which could lead to significant delays in the availability of materials for our product candidates or products, if cleared or approved

and/or FDA enforcement actions against them and/or us.

If we are unable to obtain

adequate supplies of our product candidates and products that meet our specifications and quality standards, it will be difficult for

us to compete effectively.

We may not be able to build an effective

distribution network for our products, if cleared or approved.

We currently have very few

employees and we may either build internal capabilities or rely on distributors to sell our products, if cleared or approved.

assure you that we will succeed in building an internal team or entering into and maintaining productive arrangements with an adequate

number of distributors that are sufficiently committed to selling our products, if cleared or approved.

The establishment of a distribution

network is expensive and time consuming.

As we launch new products and increase our marketing effort with respect to existing products,

we will need to continue to hire, train, retain and motivate skilled resources with significant technical knowledge.

In addition, the

commissions we pay for product sales could increase over time, which would result in higher sales and marketing expenses.

if we were to rely on distributors, the current and potential distributors may market and sell the products of our competitors.

the distributors market and sell our products, our competitors may be able, by offering higher commission payments or other incentives,

to persuade these distributors to reduce or terminate their sales and marketing efforts related to our products.

The distributors may

also help competitors solicit business from our existing customers.

Some of our independent distributors may likely account for a significant

portion of our sales volume, and, if we were to lose them, our sales could be adversely affected.

Even if we engage and maintain suitable

relationships with an adequate number of distributors, they may not generate revenue as quickly as we expect them to, commit the necessary

resources to effectively market and sell our products, or ultimately succeed in selling our products.

Risks Related to Intellectual Property

We may be unable to adequately protect

its proprietary and intellectual property rights.

Our ability to compete may

depend on the superiority, uniqueness and value of any intellectual property and technology that we may develop in the future.

to protect our proprietary rights by relying on a combination of patent, trademark, copyright and trade secret laws, confidentiality agreements

with its employees and third parties, and protective contractual provisions.

Despite these efforts, any of the following occurrences may

reduce the value of any of our intellectual property:

The market for our products and services may depend to a significant extent upon the goodwill associated

with its trademarks and trade names, and its ability to register its intellectual property under U.S.

federal and state law.

Patents in the medical device industry involve complex legal and scientific questions and patent protection

may not be available for some or any products;

Our applications for trademarks and copyrights relating to our business may not be granted and, if granted,

may be challenged or invalidated.

Issued patents, trademarks and registered copyrights may not provide us with competitive advantages.

Our efforts to protect our intellectual property rights may not be effective in preventing misappropriation

of any of our products or intellectual property.

Our efforts may not prevent the development and design by others of products similar to, competitive with,

or superior to, those we develop.

Another party may obtain a blocking patent and we would need to either obtain a license or design around

the patent in order to continue to offer the contested feature or service in our products.

The expiration of patent or other intellectual property protections for any assets owned by us could result

in significant competition, potentially at any time and without notice, resulting in a significant reduction in sales.

The effect of the

loss of these protections on us and our financial results will depend, among other things, upon the nature of the market and the position

of our products in the market from time to time, the growth of the market, the complexities and economics of manufacturing a competitive

product and regulatory approval requirements but the impact could be material and adverse.

We may be forced to litigate to defend our

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

We may not be able to protect intellectual

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

The companies that we hope

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

We believe that technological

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

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

Nevertheless, our ability to compete effectively depends

in part on our ability to develop and maintain proprietary aspects of our technology, such as patents.

We may not secure future patents;

and patents that we may secure may become invalid or may not provide meaningful protection for our product innovations.

In addition, the

laws of some foreign countries do not protect intellectual property rights to the same extent as the United States.

Furthermore, there

can be no assurance that competitors will not independently develop similar products, “reverse engineer”

our products, or,

if patents are issued to us, design around such patents.

We also expect to rely upon a combination of copyright, trademark, trade secret,

and other intellectual property laws to protect our proprietary rights by entering into confidentiality agreements with our employees,

consultants, and vendors, and by controlling access to and distribution of our technology, documentation and other proprietary information.

There can be no assurance, however, that the steps to be taken by us will not be challenged, invalidated, or circumvented, or that the

rights granted thereunder will provide a competitive advantage to us.

Any such circumstance could have a material adverse effect on our

business, financial condition and results of operations.

While we are not currently engaged in any intellectual property litigation or

proceedings, there can be no assurance that we will not become so involved in the future or that our products do not infringe any intellectual

property or other proprietary right of any third party.

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

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

We may not be able to protect our

trade names and domain names.

We may not be able to protect

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

hold the Internet domain name Odyssey Group International, Inc.

Domain names are generally regulated by Internet regulatory bodies, are

subject to change, and, in some cases, may be superseded, in some cases by-laws, rules and regulations governing the registration of trade

names and trademarks with the United States Patent and Trademark Office as well as ascertain other common law rights.

If the domain registrars

are changed, if new ones are created, or if we are deemed to be infringing upon another’s trade name or trademark, we may be unable

to prevent third parties from acquiring or using, as the case may be, our domain name, trade names or trademarks, which could adversely

affect our brand name and other proprietary rights.

We may be forced to litigate to

enforce or defend our intellectual property rights, to protect our trade secrets or to determine the validity and scope of other

parties’

proprietary rights.

Any such litigation could

be very costly and could distract management from focusing on operating our business.

The existence and/or outcome of any such litigation

could harm our business.

We may become subject to litigation, including for possible product liability claims, which may have a material

adverse effect on our reputation, business, results from operations, and financial condition.

We may be named as a defendant in a lawsuit

or regulatory action.

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

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

Any such losses could have a material adverse

effect on our business, results of operations, sales, cash flow or financial condition.

Further, the administration of medical substances

to humans can result in product liability claims by consumers.

Product liability claims can be expensive, difficult to defend and may

result in large judgments or settlements against us.

We may not be able to obtain or maintain adequate insurance or other protection against

potential liabilities arising from product sales.

Product liability claims could also result in negative perception of our products or

other reputational damage which could have a material adverse effect on our business, results of operations, sales, cash flow or financial

If our intellectual property protection

is inadequate, competitors may gain access to our technology and undermine our competitive position.

We regard our intended and

future intellectual property as important to our success, and we intend to rely on patent law to protect our proprietary rights.

our precautions, unauthorized third parties may copy certain portions of our devices or products or reverse engineer or obtain and use

information that we regard as proprietary.

We may seek additional patents in the future.

We do not know if any future patent application

will be issued with the scope of the claims, we seek, if at all or whether any patents we receive will be challenged or invalidated.

we cannot assure you that any intellectual property rights that we may receive can be successfully asserted in the future or that they

will not be invalidated, circumvented or challenged.

In addition, the laws of some foreign countries do not protect proprietary rights

to the same extent, as do the laws of the United States.

Our means of protecting any proprietary rights we may receive in the United States

or abroad may not be adequate and competitors may independently develop a similar technology.

Any failure to protect our proprietary information

and any successful intellectual property challenges or infringement proceedings against us could have a material adverse effect on our

business, financial condition and results of operations.

We may be subject to various litigation

claims and legal proceedings, including intellectual property litigation, such as patent infringement claims, which could adversely affect

our business.

We, as well as certain of

our directors and officers, may be subject to claims or lawsuits.

These lawsuits may result in significant legal fees and expenses and

could divert management’s time and other resources.

If the claims contained in these lawsuits are successfully asserted against

us, we could be liable for damages and be required to alter or cease certain of our business practices or product lines.

outcomes could cause our business, financial performance and cash position to be negatively impacted.

Additionally, our commercial

success will also depend, in part, on not infringing on the patents or proprietary rights of others.

There can be no assurance that the

technologies and products used or developed by us will not infringe such rights.

If such infringement occurs and we are not able to obtain

a license from the relevant third party, we will not be able to continue the development, manufacture, use, or sale of any such infringing

technology or product.

There can be no assurance that necessary licenses to third-party technology will be available at all or on commercially

reasonable terms.

In some cases, litigation or other proceedings may be necessary to defend against or assert claims of infringement or

to determine the scope and validity of the proprietary rights of third parties.

Any potential litigation could result in substantial costs

to, and diversion of, our resources and could have a material and adverse impact on us.

An adverse outcome in any

such litigation or proceeding could subject us to significant liabilities, require us to cease using the subject technology or require

us to license the subject technology from the third party, all of which could have a material adverse effect on our business.

Risks Related to Government Regulation

Our products are subject to substantial

federal and state regulations.

Our research and development

activities and the manufacturing and marketing of our product candidates and products, if cleared or approved, are subject to the laws,

regulations, and guidelines in the United States and other countries in which the products will be marketed, if cleared or approved.

Specifically,

in the United States, the FDA regulates, among other areas, new medical device clearances and approvals and the development and commercialization

of prescription drugs.

Obtaining FDA marketing authorization

will be costly, may result in time-consuming delays and will subject us to ongoing compliance costs and regulatory risk for non-compliance.

Obtaining FDA marketing authorization,

through clearance, or pre-market approval (“PMA”) for medical devices and approval of drugs can be expensive and uncertain,

can take years, and require detailed and comprehensive scientific and clinical data.

Notwithstanding the expense, these efforts may never

result in FDA authorization.

Even if we were to obtain regulatory authorization, it may not be for the uses we intended or which are commercially

attractive, in which case we would not be permitted to market our product for those uses.

The FDA can delay, limit or

deny authorization of a device or drug for many reasons, including:

we may not be able to demonstrate to the FDA’s satisfaction that our product candidate is safe and

effective for its intended users;

the data from our pre-clinical studies and clinical trials may be insufficient to support authorization,

where required;

the manufacturing process or facilities we use may not meet applicable requirements.

In addition, the FDA may change

its authorization policies, adopt additional regulations or revise existing regulations, or take other actions, which may prevent or delay

marketing authorization of our product candidates under development.

Any delay in, or failure to receive or maintain clearance or approval

for our product candidates could prevent us from generating revenue from our products, if cleared or approved, and adversely affect our

business operations and financial results.

Even if granted, a 510(k)

clearance, de novo classification and clearance, or pre-market approval for any future product may place substantial restrictions

on how our device or drug is marketed or sold, and FDA will continue to place considerable restrictions on our products and operations.

The manufacture, distribution and sale of medical devices and drugs must comply with extensive laws and regulations, including those relating

to registration and listing, labeling, marketing, complaint handling, adverse event and medical device reporting, reporting of corrections

and removals, and import and export.

If we or our facilities or those of our manufacturers or suppliers are found to be in violation of

applicable laws and regulations, or if we or our manufacturers or suppliers fail to take satisfactory corrective action in response to

an adverse inspection, the regulatory authority could take enforcement action, including any of the following sanctions:

untitled letters, warning letters, fines, injunctions, consent decrees and civil penalties;

customer notifications of repair, replacement, refunds, detention or seizure of our products;

product recalls;

operating restrictions or partial suspension or total shutdown of production;

refusing or delaying requests for marketing authorization of new products or modified products;

withdrawing marketing authorizations that have already been granted;

refusing to provide Certificates for Foreign Government;

refusing to grant export approval for our products;

pursuing criminal prosecution.

Additionally, the FDA and

other regulatory authorities have broad enforcement powers.

Regulatory enforcement or inquiries, or other increased scrutiny on us, could

affect the perceived safety and efficacy of our product candidate and dissuade our customers from using our product candidate, if and

when it is authorized for marketing.

We have and may continue to encounter

substantial delays in planned clinical trials, or our planned clinical trials for other indications may fail to demonstrate the safety

and efficacy of our product candidates to the satisfaction of applicable regulatory authorities.

While we currently have no

ongoing clinical trials, we will need to conduct further clinical trials.

Clinical trials are complex, expensive, time consuming, uncertain

as to outcome and are subject to substantial and unanticipated delays.

Before we may begin clinical trials, if required, for one of our

medical device product candidates and if the clinical trial is determined to present a significant risk, we will be required to submit

and obtain approval for an investigational device exemption, or IDE, that describes, among other things, the manufacture of, and controls

for, the device and a complete investigational plan.

Clinical trials generally involve a substantial number of patients in a multi-year

For our pharmaceutical product

candidates, we are required to submit an Investigational New Drug Application, or IND, the contents of which are subject to discussions

with FDA and include, among other things, results of preclinical studies and other testing, manufacturing information, proposed clinical

trial protocols and general investigational plan.

We cannot begin any clinical trials in the United States until thirty (30) days after

the IND has been accepted by FDA.

Clinical trials involve the administration of the investigational product to human subjects under the

supervision of qualified investigators in accordance with current Good Clinical Practices, or cGCPs, which include the requirement that

all research subjects provide their informed consent for their participation in any clinical study.

Clinical trials are conducted under

protocols detailing, among other things, the objectives of the study, the parameters to be used in monitoring safety and the effectiveness

criteria to be evaluated.

A separate submission to the existing IND must be made for each successive clinical trial conducted during product

development and for any subsequent protocol amendments.

Furthermore, an independent Investigational Review Board, or IRB, for each site

proposing to conduct the clinical trial must review and approve the plan for any clinical trial and its informed consent form before the

clinical trial begins at that site and must monitor the study until completed.

Regulatory authorities, the IRB or the sponsor may suspend

a clinical trial at any time on various grounds, including a finding that the subjects are being exposed to an unacceptable health risk

or that the clinical trial is unlikely to meet its stated objectives.

Some studies also include oversight by an independent group of qualified

experts organized by the clinical study sponsor, known as a data safety monitoring board, which may review data and endpoints at designated

check points, make recommendations and/or halt the clinical trial if it determines that there is an unacceptable safety risk for subjects

or other grounds, such as no demonstration of efficacy.

There are also requirements governing the reporting of ongoing clinical studies

and clinical study results to public registries.

Human clinical trials are

typically conducted in three sequential phases that may overlap or be combined:

The product candidate is initially introduced into healthy human subjects or patients with

the target disease or condition.

These studies are designed to test the safety, dosage tolerance, absorption, metabolism, and distribution

of the investigational product in humans, the side effects associated with increasing doses, and, if possible, to gain early evidence

on effectiveness.

In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently

toxic to ethically administer to healthy volunteers, the initial human testing;

The product candidate is administered to a limited patient population with a specified disease

or condition to evaluate the preliminary efficacy, optimal dosages, and dosing schedule and to identify possible adverse side effects

and safety risks.

Multiple Phase 2 clinical trials may be conducted to obtain information prior to beginning;

The product candidate is administered to an expanded patient population to further evaluate

dosage, to provide statistically significant evidence of clinical efficacy and to further test for safety, generally at multiple geographically

dispersed clinical trial sites.

These clinical trials are intended to establish the overall risk.

Post-approval clinical trials, sometimes referred to as Phase 4 studies, may be conducted after initial

marketing approval.

These clinical trials are used to gain additional experience from the treatment of patients in the intended therapeutic

In certain instances, the FDA may mandate the performance of Phase 4 clinical trials as a condition of approval of an NDA.

Because we do not have the

infrastructure necessary to conduct clinical trials, we will have to hire one or more contract research organizations, or CROs, to conduct

trials on our behalf.

CRO contract negotiations may be costly and time consuming and we will rely heavily on the CRO to ensure that our

trials are conducted in accordance with regulatory and industry standards.

We may encounter problems with our clinical trials and any

of those problems could cause us or the FDA to suspend those trials or delay the analysis of the data derived from them.

Moreover, any

failure to abide by the applicable regulatory requirements by us, our CROs, and/or clinical trial sites may result in regulatory enforcement

action against such third parties or us.

We cannot guarantee that clinical

trials will be conducted as planned or completed on schedule, if at all.

A failure of one or more clinical trials can occur at any stage

Delays, including, but not limited those caused by the COVID-19 pandemic, can be costly and could negatively affect

our ability to complete a clinical trial and may allow our competitors to bring products to market before we do, which could impair our

ability to receive marketing authorization and successfully commercialize our products.

If we are unable to complete such planned clinical

trials, or are unsuccessful in doing so, we may be unable to advance our product candidates to regulatory authorization and commercialization,

which would harm our business, financial condition, results of operations.

We may be substantially dependent

on third parties to conduct our clinical trials.

Since we may conduct clinical

trials to obtain FDA marketing authorization, we will need to rely heavily on third parties over the course of our clinical trials, and

as a result will have limited control over the clinical investigators and limited visibility into their day-to-day activities.

Nevertheless, we are responsible for ensuring that each of our studies is conducted in accordance with the applicable protocol and legal,

regulatory and scientific standards, and our reliance on third parties does not relieve us of our regulatory responsibilities.

parties and we are required to comply with current good clinical practices, or cGCPs, which are regulations and guidelines enforced by

the FDA and comparable foreign regulatory authorities for product candidates in clinical development.

Regulatory authorities enforce these

cGCPs through periodic inspections of trial sponsors, principal investigators, and trial sites.

If we or any of these third parties fail

to comply with applicable cGCP regulations, the clinical data generated in our clinical trials may be deemed unreliable and the FDA or

comparable foreign regulatory authorities may require us to perform additional nonclinical or clinical trials before approving our marketing

applications or may subject them or us to regulatory enforcement actions.

We cannot be certain that, upon inspection, such regulatory

authorities will determine that any of our clinical trials comply with the cGCP regulations.

In addition, our clinical trials may be required

to be conducted with a large number of test patients.

Our failure or any failure by these third parties to comply with these regulations

or to recruit a sufficient number of patients may require us to repeat clinical trials, which would delay the regulatory marketing authorization

Moreover, our business may be implicated if any of these third parties violates federal or state fraud and abuse or false claims

laws and regulations or healthcare privacy and security laws.

Any third parties conducting

our clinical trials are not and will not be our employees and, except for remedies available to us under our agreements with such third

parties, we cannot control whether or not they devote sufficient time and resources to our ongoing preclinical, clinical, and nonclinical

These third parties may also have relationships with other commercial entities, including our competitors, for whom they may

also be conducting clinical studies or other development activities, which could affect their performance on our behalf.

If these third

parties do not successfully carry out their contractual duties or obligations or meet expected deadlines, if they need to be replaced,

or if the quality or accuracy of the clinical data they obtain is compromised due to the failure to adhere to our clinical protocols or

regulatory requirements or for other reasons, our clinical trials may be extended, delayed, or terminated and we may not be able to complete

development of, obtain regulatory marketing authorization of or successfully commercialize our product candidate.

As a result, our financial

results and the commercial prospects for our product candidate would be harmed, our costs could increase, and our ability to generate

revenue could be delayed.

If any of our relationships

terminate with these third-party CROs, we may not be able to enter into arrangements with alternative CROs or do so on commercially reasonable

Switching or adding additional CROs involves additional cost and requires management time and focus.

In addition, there is a natural

transition period when a new CRO begins work.

As a result, delays occur, which can materially affect our ability to meet our desired clinical

development timelines.

Though we carefully manage our relationships with our CROs, there can be no assurance that we will not encounter

similar challenges or delays in the future or that these delays or challenges will not have a material adverse impact on our business,

financial condition, and prospects.

We may be required to suspend or discontinue

clinical trials due to side effects or other safety risks that could preclude approval of our products.

Our clinical trials may be

suspended at any time for a number of reasons.

We may voluntarily suspend or terminate our clinical trials if at any time we believe that

they present an unacceptable risk to participants.

In addition, regulatory agencies may order the temporary or permanent discontinuation

of our clinical trials at any time if they believe that the clinical trials are not being conducted in accordance with applicable regulatory

requirements or that they present an unacceptable safety risk to participants.

If we are unable to obtain a reimbursement

code from the U.S.

Department of Health and Human Services so that our devices or drugs, following receipt of marketing authorization

is covered under Medicare and Medicaid, this could have a negative impact on our intended sales and would have a material adverse effect

on our business, financial condition and operating results.

We plan to submit an application

Department of Health and Human Services for a reimbursement code so that our devices and drugs are covered under Medicare

and Medicaid following receipt of marketing authorization.

However, there can be no assurance that our application will be successful,

or that we will be able to obtain a reimbursement code in a timely manner.

In the event that we do not obtain a reimbursement, our customers

may be unable to obtain reimbursement for their purchases under private or government-sponsored insurance plans, which could have a negative

impact on our sales and have a material adverse effect on our business, financial condition and operating results.

If we fail to comply with healthcare

laws, we could face substantial penalties and financial exposure, and our business, operations and financial condition could be adversely

We do not have a product available

for sale in the United States.

If, however, we achieve this goal, the availability of payments from Medicare, Medicaid or other third-party

payers would mean that many healthcare laws would place limitations and requirements on the manner in which we conduct our business, including

our sales and promotional activities and interactions with healthcare professionals and facilities.

In some instances, our interactions

with healthcare professionals and facilities that occurred prior to commercialization (e.g., the granting of stock options) could have

implications at a later date.

The laws that may affect our ability to operate include, among others:

(i) the federal healthcare programs

Anti-Kickback Statute, which prohibits, among other things, persons from knowingly and willfully soliciting, receiving, offering or paying

remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or

recommendation of, any good or service for which payment may be made under federal healthcare programs such as Medicare or Medicaid, (ii) federal

false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims

for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, and which may apply to entities like us

if we provide coding and billing advice to customers, or under theories of “implied certification”

where the government and qui

tam relators may allege that device companies are liable where a product that was paid for by the government in whole or in part

was promoted “off-label,”

lacked necessary marketing authorization, or failed to comply with good manufacturing

practices or other laws;

(iii) transparency laws and related reporting and/or disclosures such as the Sunshine Act;

and/or (iv) state

law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed

by any third-party payer, including commercial insurers, many of which differ from their federal counterparts in significant ways, thus

complicating compliance efforts.

If our operations are

found to be in violation of any of the laws described above or any other governmental regulations that apply to us, we may be

subject to penalties, including civil and criminal penalties, exclusion from participation in government healthcare programs,

damages, fines and the curtailment or restructuring of our operations.

Any penalties, damages, fines, curtailment or

restructuring of our operations could adversely affect our ability to operate our business and our financial results.

our being found in violation of these laws is increased by the fact that their provisions are open to a variety of evolving

interpretations and enforcement discretion.

Any action against us for violation of these laws, even if we successfully defend

against it, could cause us to incur significant legal expenses and divert our management’s attention from the operation of our

Our communications regarding product

candidates, even while in development, are subject to extensive government scrutiny.

We may be subject to governmental, regulatory

and other legal proceedings relative to advertising, promotion, and marketing, and communications with study subjects and healthcare professionals,

which could have a significant negative effect on our business.

We are subject to governmental

oversight and associated civil and criminal enforcement relating to advertising, promotion, and marketing, and such enforcement is evolving

and intensifying.

Communications regarding our products in development and regarding our clinical trials may subject us to enforcement

if they do not comply with applicable laws and regulations.

In the United States, we are potentially subject to enforcement from the FDA,

other divisions of the Department of Health and Human Services, the U.S.

Federal Trade Commission, or the FTC, the Department of Justice,

and state and local governments.

Other parties, including private plaintiffs, also are commonly bringing suit against pharmaceutical

and medical device companies.

We may be subject to liability based on the actions of individual employees and third-party contractors

carrying out activities on our behalf.

legislative or FDA regulatory

reforms may make it more difficult and costly for us to obtain regulatory approval of our product candidates and to manufacture, market

and distribute our products after marketing authorization is obtained.

From time to time, legislation

is drafted and introduced in Congress that could significantly change the statutory provisions governing the regulatory approval, manufacture

and marketing of regulated products or the reimbursement thereof.

In addition, FDA regulations and guidance are often revised or reinterpreted

by the FDA in ways that may significantly affect our business and our products.

Any new regulations or revisions or reinterpretations

of existing regulations may impose additional costs or lengthen review times of future products.

In addition, FDA regulations and guidance

are often revised or reinterpreted by the agency in ways that may significantly affect our business and our products.

It is impossible

to predict whether legislative changes will be enacted, or FDA regulations, guidance or interpretations changed, and what the impact of

such changes, if any, may be.

Risks Related to our Business Operations

Failure to implement our business

strategy could adversely affect our operations.

Our financial position, liquidity

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

Key factors involved in the execution

of the business strategy include:

successful sales through indirect sales distribution;

2 unchanged sentences

achieving the desired cost of goods on inventory;

obtaining the required regulatory clearances from the FDA;

Our failure or inability

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

of operations.

Our inability

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

We need to attract,

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

Competition for these individuals

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

in the future.

obtaining the required regulatory clearances or approvals from the FDA.

Our failure or inability to

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

Our inability to attract, train and

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

We need to attract, integrate,

motivate and retain a significant number of additional personnel in 2021 and beyond.

Competition for these individuals in our industry

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

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

Our failure to attract

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

and impede the implementation of our business strategy.

The Company may

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

The Company’s

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

develop in the future.

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

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

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

the market for the Company’s products

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

to register its intellectual property under U.S.

federal and state law.

patents in the medical device industry

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

the Company’s applications for trademarks

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

issued patents, trademarks and registered

copyrights may not provide the Company with competitive advantages.

the Company’s efforts to protect

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

the Company’s efforts may not prevent

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

another party may obtain a blocking patent

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

or service in its products.

the expiration of patent or other intellectual

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

notice, resulting in a significant reduction in sales.

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

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

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

approval requirements but the impact could be material and adverse.

The Company may be forced to litigate to defend its intellectual

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

We may not be

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

The companies that

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

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

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

Nevertheless, our

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

We may not secure future patents;

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

for our product innovations.

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

same extent as the United States.

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

products, "reverse engineer"

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

We also expect

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

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

distribution of our technology, documentation and other proprietary information.

There can be no assurance, however, that the steps

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

advantage to us.

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

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

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

right of any third party.

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

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

We may not be

able to protect our trade names and domain names.

We may not be able

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

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

Domain names are generally regulated by Internet

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

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

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

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

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

The Company may

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

and scope of other parties’

proprietary rights.

Any such litigation

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

The existence and/or

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

The Company may become subject to litigation, including

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

from operations, and financial condition.

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

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

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

Any such losses could have a material adverse effect on the

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

Further, the administration of medical

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

Product liability claims can be expensive, difficult

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

The Company may not be able to obtain or maintain

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

Product liability claims could

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

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

We may fail to

defend the Company from infringement litigation.

The Company could be

subject to potential infringement actions.

The Company's business is "Patent intensive,"

requiring the Company to constantly

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

Any claims for infringement, with or without merit and

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

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

of the claim.

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

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

The Company may

be unable to maintain sufficient product liability insurance.

The Company may incur

product liability for products sold through its distribution chain.

Consumers may sue if products sold through its distribution

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

This type of claim could require the

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

At this time, the Company carries no product

liability insurance.

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

are subject to substantial federal and state regulations.

The Company's research

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

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

which the products are or will be marketed.

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

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

of these products and the accuracy of certain marketing claims.

We anticipate

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

Our success will depend,

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

We plan to expand our business significantly.

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

infrastructure and systems.

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

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

We will also need to train new employees and maintain

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

These processes are time consuming and

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

Our inability or failure to manage our

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

Our inability

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

and impede the implementation of our business strategy.

Our future success

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

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

In addition, we have not obtained

key person life insurance on any of our key employees.

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

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

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

Our inability

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

Once our business begins

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

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

or retain such highly qualified personnel in the future.

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

qualified personnel.

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

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

We may indemnify

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

Our bylaws allow us

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

Our bylaws also

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

Insofar as indemnification for liabilities arising under the

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

indemnification is against public policy and is therefore unenforceable.

Since our directors and officers are aware that they may

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

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

Further, if our directors and officers file a claim against

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

There are substantial

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

new products.

The Company plans to

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

However, commercial feasibility and acceptance of

such product candidates are unknown.

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

long time to reach commercial viability, if at all.

During the research and development process, we may experience technological

barriers that we may be unable to overcome.

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

will never be successfully developed.

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

sources or build a sustainable or profitable business.

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

Superior competitive

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

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

the projected size of any such potential market.

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

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

that are accepted by customers.

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

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

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

our products.

We currently do not

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

companies to perform these tasks.

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

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

We may not be able to maintain satisfactory

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

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

may be displaced by superior products developed by third parties.

The health and wellness

industry is constantly undergoing rapid and significant change.

Third parties may succeed in developing or marketing products that

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

Additionally,

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

Accordingly, our success

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

of new products.

We may not have the resources to do this.

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

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

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

Our products consist

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

Our products could malfunction.

As a marketer

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

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

concerning side effects and interactions with other substances.

It is possible that widespread product liability claims could increase

our costs and adversely affect our revenues and operating income.

Moreover, liability claims arising from a serious adverse event

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

coverage in the future.

Our management

has broad discretion regarding the use of proceeds.

We intend to use the

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

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

In any case, we will have broad discretion

over how we use these proceeds.

Investors may

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

We anticipate offering

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

If our business

is unsuccessful, our stockholders may lose their entire investment.

Although our stockholders

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

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

lose their entire investment in our company.

Your ownership

will be diluted by future issuances of capital stock.

Our failure to attract and retain highly trained

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

our business strategy.

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

Your percentage of ownership

will become diluted as we issue new shares of stock.

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

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

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

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

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

Investors purchasing common stock in the Offering who do not participate

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

Risks Related to Our Financial Condition

Dependence on

financing and losses for the foreseeable future.

Our independent registered

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

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

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

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

satisfaction of liabilities in the normal course of business.

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

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

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

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

These factors raise substantial doubt about our ability

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

meet short- and long-term operating requirements.

We may also encounter business endeavors that require significant cash commitments

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

Our ability to continue as a going concern

is dependent upon raising capital from financing transactions.

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

public or private sales of our securities or debt financing.

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

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

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

We have sought, and will continue

to seek, various sources of financing.

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

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

senior to our common stock.

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

If adequate funds

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

which could significantly and materially restrict our operations.

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

cease operations.

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

We can provide no assurance as

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

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

If we are unable to obtain financing or achieve

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

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

continue operations.

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

of Operations –

“Going Concern.”

Our ability to

generate positive cash flows is uncertain.

To develop and expand

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

sales and marketing, and general and administrative expenses.

In addition, our growth will require a significant investment in

working capital.

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

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

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

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

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

Any failure to obtain such additional financing

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

Because we may

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

We have no history

of profitability from operations.

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

Our success is significantly

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

and processes, and distributing and selling our products.

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

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

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

achieve profitability.

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

their investment in our Company.

We need to raise

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

We may consider issuing

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

or investments.

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

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

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

to pay additional interest expenses.

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

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

We may be unable to maintain sufficient

product liability insurance.

We may incur product liability

for products sold through our distribution chain.

Consumers may sue if products sold through our distribution chain or purchased through

our websites are defective or injure the user.

This type of claim could require us to spend significant time and money in litigation or

to pay significant damages.

At this time, we carry no product liability insurance.

As a result, any legal claims, whether or not successful,

could seriously damage our reputation and business.

Conducting any future clinical trials

of our product candidates and any future commercial sales of a product candidate may expose us to expensive product liability claims,

and we may not be able to maintain product liability insurance on reasonable terms or at all and may be required to limit commercialization

of our product candidates.

We face an inherent risk of

product liability as a result of the preclinical and future clinical testing of our product candidates and will face an even greater risk

when and if we commercialize any products.

For example, we may be sued if our product candidates cause or are perceived to cause injury

or are found to be otherwise unsuitable during preclinical or clinical testing, manufacturing, marketing or sale.

Any such product liability

claims may include allegations of defects in manufacturing, defects in design, a failure to warn of dangers inherent in the product, negligence,

strict liability or a breach of warranties.

Claims could also be asserted under state consumer protection acts.

If we cannot successfully

defend ourselves against product liability claims, we may incur substantial liabilities or be required to limit testing and commercialization

of our product candidates.

Even successful defense would require significant financial and management resources.

Regardless of the merits

or eventual outcome, liability claims may result in:

decreased or interrupted demand for our products;

injury to our reputation;

withdrawal of clinical trial participants and inability to continue our clinical trials;

initiation of investigations by regulators;

costs to defend the related litigation;

a diversion of management’s time and our resources;

substantial monetary awards to trial participants or patients;

product recalls, withdrawals or labeling, marketing or promotional restrictions;

loss of revenue;

exhaustion of any available insurance and our capital resources;

the inability to commercialize any product candidate;

a decline in our share price.

Our inability to obtain sufficient

product liability insurance at an acceptable cost to protect against potential product liability claims could prevent or inhibit the commercialization

of products we develop, alone or with collaborators.

Our insurance policies may have various exclusions, and we may be subject to a product

liability claim for which we have no coverage.

We may have to pay any amounts awarded by a court or negotiated in a settlement that exceed

our coverage limitations or that are not covered by our insurance, and we may not have, or be able to obtain, sufficient capital to pay

such amounts.

Even if our agreements with any future corporate collaborators entitle us to indemnification against losses, such indemnification

may not be available or adequate should any claim arise.

We anticipate growth in our business,

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

Our success will depend, in

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

Any growth in, or expansion of, our business is likely to continue

to place a significant strain on our management and administrative resources, infrastructure and systems.

In order to succeed, we will

need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems

and controls.

We will also need to train new employees and maintain close coordination among our executive, accounting, finance and operations

organizations.

These processes are time consuming and expensive, will increase management responsibilities and will divert management

Our inability or failure to manage our growth and expansion effectively could substantially harm our business and adversely

affect our operating results and financial condition.

Our inability to retain and properly

insure against the loss of the services of our executive officer and other key personnel may harm our business and impede the implementation

of our business strategy.

Our future success depends

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

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

In addition, we have not obtained key person life

insurance on any of our key employees.

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

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

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

We participate in transactions and

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

We participate in many

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

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

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

It is possible that liabilities

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

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

Risks Related to Our Common Stock

and Its Market Value

We have limited

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

We participate in many transactions

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

While we believe we

maintain provisions for uncertain tax positions that appropriately reflect our risk, these provisions are made using estimates of the

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

It is possible that liabilities associated with one

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

adversely affect our financial condition and results of operations.

We may indemnify our directors and

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

Our bylaws allow us to indemnify

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

Our bylaws also allow us to reimburse

them for the costs of certain legal defenses.

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

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

policy and is therefore unenforceable.

Since our directors and officers are aware that they may be indemnified for carrying out the duties

of their offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase

our operating costs.

Further, if our directors and officers file a claim against us for indemnification, the associated expenses also

could increase our operating costs.

If we fail to develop or maintain

an effective system of internal controls, we may not be able to accurately report our financial results or prevent financial fraud.

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

We are subject to the risk

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

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

A “significant deficiency”

is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is more than

a remote likelihood that a material misstatement of the entity’s financial statements will not be prevented or detected by the entity’s

internal controls.

Effective internal controls

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

If we cannot provide reliable financial reports

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

We are required

to document and test our internal control procedures to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the

“Sarbanes-Oxley Act,”

or “SOX”), which requires our management to annually assess the effectiveness of our internal

control over financial reporting.

We currently are not an “accelerated

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

Section 404 of the Sarbanes-Oxley Act of

2002 (“Section 404”) requires us to include an internal control report with our Annual Report on Form 10-K.

That report must

include management’s assessment of the effectiveness of our internal control over financial reporting as of the end of the fiscal

This report must also include disclosure of any material weaknesses in internal control over financial reporting that we have identified.

As of July 31, 2021, management assessed the effectiveness of our internal control over financial reporting based on SEC guidance on conducting

such assessments and on the criteria for effective internal control over financial reporting established in Internal Control and Integrated

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

Management concluded,

during the year-ended July 31, 2021, that our internal controls and procedures were not effective to detect the inappropriate application

Management realized there were deficiencies in the design or operation of our internal control that adversely affected

our internal control, which management considers to be material weaknesses.

A material weakness in the effectiveness of our internal control

over financial reporting may increase the chance of fraud and the loss of customers, reduce our ability to obtain financing, and require

additional expenditures to comply with these requirements.

Any of these consequences could have a material adverse effect on our business,

results of operations and financial condition.

For additional information, see Item 9A –

Controls and Procedures.

It may be time-consuming,

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

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

internal controls and reporting procedures.

If we are unable to comply with the internal control requirements of the Sarbanes-Oxley Act,

then we may not be able to obtain the independent accountant certifications required by such act, which may preclude us from keeping our

filings with the SEC current.

If we are unable to maintain

the adequacy of our internal controls, as those standards are modified, supplemented, or amended from time to time, we may not be able

to ensure that we may conclude on an ongoing basis that we have effective internal control over financial reporting in accordance with

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

investors to lose confidence in our reported financial information, either of which could adversely affect the value of our common stock.

Our Articles of Incorporation provide

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

increase the costs to enforce stockholder rights.

Our Articles of Incorporation

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

(i) derivative actions

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

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

the internal affairs doctrine.

No court has determined that such provisions are enforceable in Nevada, and we may be forced to defend

proceedings brought in other states if such provision is ruled unenforceable.

If enforceable, claims covered by this provision may be

maintained in the courts of the State of Nevada only if such courts have personal jurisdiction over the defendants.

If the State of Nevada

does not have personal jurisdiction over any named defendant, this provision may have the effect of preventing the prosecution of any

Additionally, because stockholders may initiate such actions only in the State of Nevada, stockholders will be required to incur

additional costs and expense such as engaging legal counsel authorized to practice in Nevada.

Moreover, the laws of the State of Nevada

may be more favorable to us or our management than the laws of the state in which any stockholder resides.

Our certificate of incorporation allows

our board to create new series of preferred stock without approval by our stockholders, which could adversely affect the rights of the

holders of our common stock.

Our board of directors has

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

Our board of directors also has the authority

to issue preferred stock without stockholder approval.

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

preferred stock granting holders a preferred right to our assets upon liquidation, the right to receive dividend payments before dividends

are distributed to the holders of common stock, and the right to redemption of the shares, together with a premium prior to the redemption

of our common stock.

In addition, our board of directors could authorize the issuance of a series of preferred stock that has greater

voting power than our common stock or that is convertible into our common stock, which could decrease the relative voting power of our

common stock or result in dilution to our existing stockholders.

Our financial and operating performance

is adversely affected by the coronavirus pandemic.

The outbreak of a strain of

coronavirus (COVID-19) in the U.S.

has had an unfavorable impact on our business operations.

Mandatory closures of businesses imposed

by the federal, state and local governments to control the spread of the virus is disrupting the operations of our management, business

and finance teams.

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

economy and financial markets, which may result

in a long-term economic downturn that could negatively affect future performance.

The extent to which COVID-19 and the efforts to

mitigate the effects will impact our business and our consolidated financial results will depend on future developments which are highly

uncertain and cannot be predicted at the time of the filing, but is expected to result in a material adverse impact on our business, results

of operations and financial condition.

If our expenses are greater than anticipated,

then we will have fewer funds with which to pursue our plan of operations and our financing requirements will be greater than anticipated.

We may find that the costs

of carrying out our plan of operations are greater than we anticipate.

We expect our expenses to increase over time in connection with

our ongoing activities, particularly if and as we:

invest in marketing and distribution capabilities in support of developing and potentially

commercializing our products in the U.S., if cleared or approved;

make improvements product design;

launch the PRV-002 trial

or conduct other trials of the products, subject to discussion with FDA;

pursue regulatory clearances and approvals;

maintain, expand

and protect our intellectual property portfolio;

engage third party manufacturers;

and add additional personnel.

Increased operating costs

may cause the amount of financing that we require to increase.

Investors may be more reluctant to provide additional financing if we cannot

demonstrate that we can control our operating costs.

There is no assurance that additional financing required as a result of our operating

costs being greater than anticipated will be available to us.

If we do not control our operating expenses, then we will have fewer funds

with which to carry out our plan of operations with the result that our business may fail.

We are heavily dependent upon the

ability and expertise of our management team and a very limited number of employees and the loss of such individuals could have a material

adverse effect on our business, operating results or financial condition.

We currently have a very small

management team.

Our success is dependent upon the ability, expertise and judgment of our senior management.

While employment agreements

are customarily used as a primary method of retaining the services of key employees, these agreements cannot assure the continued services

of such employees.

Any loss of the services of such individuals could have a material adverse effect on our business, operating results

or financial condition.

Our ability to use net operating losses

to offset future taxable income may be subject to certain limitations.

Under Section 382 of

the Internal Revenue Code of 1986, as amended, or the Code, substantial changes in a corporation’s ownership may limit the amount

of net operating losses, or NOLs, that can be utilized annually in the future to offset the corporation’s (and the corporation’s

affiliates’) U.S.

federal and state taxable income.

Specifically, this limitation may arise in the event of a cumulative change

in ownership of more than 50% within any three-year period.

The amount of the annual limitation is determined based on the value of the

corporation that underwent the ownership change, immediately before the ownership change.

Subsequent ownership changes may further affect

any limitation in future years (including by way of exercising of warrants).

We are a “smaller reporting

company”

under federal securities laws and we cannot be certain whether the reduced reporting requirements applicable to such companies

will make our common stock less attractive to investors.

We are a “smaller reporting

company”

under federal securities laws.

For as long as we continue to be a smaller reporting company, we may take advantage of exemptions

from various reporting requirements that are applicable to other public companies, including reduced disclosure obligations regarding

executive compensation in our periodic reports and proxy statements.

We will remain a smaller reporting company so long as our public

float remains less than $250 million as of the last business day of our most recently-completed second fiscal quarter.

predict if investors will find our common stock less attractive because we may rely on these exemptions.

If some investors find our common

stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may decline or be

more volatile.

Investors could lose confidence in

our financial reports, and the value of our common stock may be adversely affected, if our internal controls over financial reporting

are found not to be effective by management or by our independent registered public accounting firm.

As long we remain a non-accelerated filer,

we are exempt from the attestation requirement in the assessment of our internal control over financial reporting by our independent auditors

pursuant to section 404(b) of the Sarbanes-Oxley Act of 2002 but are required to make our own internal assessment of the effectiveness

of our internal controls over financial reporting.

The existence of one or more material weaknesses could affect the accuracy and timing

of our financial reporting.

Investors could lose confidence in our financial reports, and the value of our common stock may be harmed,

if our internal controls over financial reporting are found not to be effective by management or by our independent registered public

accounting firm.

Several people who work for us on

a part-time consulting basis may be subject to conflicts of interest.

Several people who provide

services to us are part-time consultants.

Each may devote part of his working time to other business endeavors, including consulting relationships

with other corporate entities, and may have responsibilities to these other entities.

Because of these relationships, some of the persons

who provide services to us may be subject to conflicts of interest.

Such conflicts may include deciding how much time to devote to our

affairs, as well as what business opportunities should be presented to us.

Our business and operations would

suffer in the event of computer system failures, cyber-attacks or a deficiency in our cyber-security.

Despite the implementation

of security measures, our internal computer systems, and those of third parties on which we rely, are vulnerable to damage from computer

viruses, malware, natural disasters, terrorism, war, telecommunication and electrical failures, cyber-attacks or cyber-intrusions (including

ransomware attacks) over the Internet, attachments to emails, persons inside our organization, or persons with access to systems inside

our organization.

No network or system can ever be completely secure, and the risk of a security breach or disruption, particularly through

cyber-attacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as

the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased.

If such an event were

to occur and cause interruptions in our operations, it could result in operations, reputation, or a material disruption of our development

programs for an indeterminate period of time.

For example, the loss of clinical trial data from completed or ongoing or planned clinical

trials could result in delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data.

In some cases, data cannot be reproduced.

To the extent that any disruption or security breach was to result in a loss of or damage to

our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur material legal claims

and liability, damage to our reputation, and the further development of our devices and drugs or any future product candidate could be

If a security breach results in the exposure or unauthorized disclosure of personal information, we could incur additional costs

associated with data breach notification and remediation expenses, investigation costs, regulatory penalties and fines, and legal proceedings.

Our insurance coverage may not be adequate to cover all the costs related to such breaches or attacks.

Challenges to our tax positions in

jurisdictions, the interpretation and application of recent U.S.

tax legislation or other changes in U.S.

of our operations could harm our business, revenue and financial results.

We operate, or intend to operate,

in a number of tax jurisdictions, including in the United States at the federal, state and local levels, and in Australia, and we therefore

are or will be subject to review and potential audit by tax authorities in these various jurisdictions.

Significant judgment is required

in determining our worldwide provision for income taxes and other tax liabilities, and tax authorities may disagree with tax positions

we take and challenge our tax positions.

Successful unilateral or multi-jurisdictional actions by various tax authorities may increase

our worldwide effective tax rate, result in additional taxes or other costs or have other material consequences, which could harm our

business, revenue and financial results.

Our effective tax rate may

also change from year to year or vary materially from our expectations based on changes or uncertainties in the mix of activities and

income allocated or earned among various jurisdictions in the US, changes in tax laws and the applicable tax rates in these jurisdictions

(including future tax laws that may become material), tax treaties between countries, our eligibility for benefits under those tax treaties

and the valuation of deferred tax assets and liabilities.

Such changes could result in an increase in the effective tax rate applicable

to all or a portion of our income, impose new limitations on deductions, credits or other tax benefits or make other changes that may

adversely affect our business, cash flows or financial performance.

For example, if we are unable to fully realize the benefit of interest

expense incurred in future periods as a result of recent tax law changes (as discussed below), we may need to recognize a valuation allowance

on any related deferred tax assets, which would impact our annual effective income tax rate.

Risks Related to Our Common Stock and Its Market

Your ownership will be diluted by

future issuances of capital stock.

Our business strategy requires

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

Your percentage of ownership will become diluted

as we issue new shares of stock.

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

known as preemptive rights.

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

upon exercise of warrants or options, or to sellers of properties we directly or indirectly acquire instead of, or in addition to, cash

consideration.

Investors purchasing common stock in this Offering who do not participate in any future stock issues will experience dilution

in the percentage of the issued and outstanding stock they own.

We have limited capitalization and

may require financing, which may not be available.

We have limited capitalization,

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

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

capitalization.

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

or abandon our plans or operations.

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

A limited public

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

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

Although our common

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

the trading activity of our common stock

is volatile and may not develop or be sustained.

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

of the valuation of our common stock.

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

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

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

or operations.

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

Investors may experience dilution

in the value of the shares of common stock.

We anticipate offering common

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

If our business is unsuccessful, our

stockholders may lose their entire investment.

Although our stockholders

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

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

investment in our company.

The sale or issuance of our common

stock to Lincoln Park may cause dilution and the sale of the shares of common stock acquired by Lincoln Park, or the perception that such

sales may occur, could cause the price of our common stock to fall.

On August 14, 2020, we entered

into a Purchase Agreement with Lincoln Park and, on that date, we sold 602,422 shares of our common stock to Lincoln Park in an initial

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

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

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

The remaining shares of

our common stock that may be issued under the Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time

over a 36-month period commencing after the satisfaction of certain conditions set forth in the Purchase Agreement, including that the

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

The purchase price

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

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

Subject to the terms

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

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

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

for us to sell pursuant to the Purchase Agreement.

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

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

Therefore, sales to Lincoln

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

Additionally, the sale of a substantial

number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell

equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.

As of July 31,

2021, Lincoln Park had purchased a total of 2,153,326 shares of our common stock at a weighted average price of $0.68 per share for total

proceeds of $1,471,475.

Through October 29, 2021, we sold an additional 974,482 shares of our common stock to LPC for total proceeds

As of October 29, 2021, remaining purchase availability was $8,411,489 and remaining shares available were 16,143,566.

A limited public trading market

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

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

Although our common stock

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

the trading activity of our common stock is volatile

and may not develop or be sustained.

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

of our common stock.

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

If a more liquid

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

they have purchased and may lose all of their investment.

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

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

Many brokerage firms

may not be willing to effect transactions in the securities.

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

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

the selling price.

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

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

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

Our common stock

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

Our common stock is

quoted for trading on the OTCQB Marketplace.

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

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

per OTC Markets guidelines.

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

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

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

Our common stock

is deemed to be a “penny stock,”

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

requirements.

Our stock is categorized

as a “penny stock,”

If a more liquid public market for

our common stock does not develop, then investors may not be able to resell the shares of our common stock that they have purchased and

may lose all of their investment.

No assurance can be given that an active market will develop or that a stockholder will ever be able

to liquidate its shares of common stock without considerable delay, if at all.

Many brokerage firms may not be willing to effect transactions

in the securities.

Even if an investor finds a broker willing to affect a transaction in our securities, the combination of brokerage

commissions, state transfer taxes, if any, and any other selling costs may exceed the selling price.

Furthermore, our stock price may

be impacted by factors that are unrelated or disproportionate to our operating performance.

These market fluctuations, as well as general

economic, political, and market conditions, such as recessions, interest rates, and international currency fluctuations, may adversely

affect the market price and liquidity of our common stock.

Our common stock may never be listed

on a national exchange and is subject to being removed from the OTC Marketplace.

Our common stock is quoted

for trading on the OTC PINK Marketplace.

We still will be unable to list our stock on the OTC PINK .

Should we fail to satisfy the eligibility

standards of OTC Markets for the OTC Markets Fully Reporting, the trading price of our common stock could continue to suffer and the trading

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

Our common stock is deemed to be a

“penny stock,”

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

Our stock is categorized as

a “penny stock,”

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

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

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

$5.00 per share, subject to certain exceptions.

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

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

The penny stock rules require a broker-dealer,

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

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

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

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

stock held in the customer’s account.

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

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

before or with the customer’s confirmation.

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

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

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

These disclosure

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

to these penny stock rules.

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

and reduce the number of potential investors.

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

the marketability of, our common stock.

The sale of shares

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

Depending on market

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

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

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

that we otherwise might desire to affect such sales.

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

Our common stock may

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

broker-dealers.

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

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

Such rules require the delivery, before any penny stock

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

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

wealthy investors.

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

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

The broker-dealer also must disclose

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

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

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

the customer.

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

on the limited market in penny stocks.

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

from effecting transactions in our common stock.

If applicable,

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

In addition to the

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

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

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

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

make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and

other information.

Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced

securities will not be suitable for at least some customers.

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

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

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

An investor’s

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

A consistently active

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

A limited trading

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

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

to the detriment of other stockholders.

A limited number of

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

of our outstanding common shares.

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

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

corporate actions.

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

be beneficial to our stockholders.

Our company has

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

Our securities

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

sell to persons other than established customers and accredited investors.

The penny stock rules require a broker-dealer, prior to a transaction

in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC

which provides information about penny stocks and the nature and level of risks in the penny stock market.

The broker-dealer also must

provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson

in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account.

The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or

in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer

must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s

written agreement to the transaction.

These disclosure requirements may have the effect of reducing the level of trading activity in the

secondary market for the stock that is subject to these penny stock rules.

Consequently, these penny stock rules may affect the ability

of broker-dealers to trade our securities and reduce the number of potential investors.

We believe that the penny stock rules discourage

investor interest in, and limit the marketability of, our common stock.

The sale of shares of our common stock

could cause the price of our common stock to decline.

Depending on market liquidity

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

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

more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we otherwise might desire

to affect such sales.

A low market price would severely

limit the potential market for our common stock.

Our common stock may trade

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

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

exceptions (a “penny stock”).

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

explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers

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

For these types of transactions,

the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent

to the transaction before the sale.

The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and

offer quotations for the penny stock, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and

the broker-dealer’s presumed control over the market.

Such information must be provided to the customer orally or in writing before

or with the written confirmation of trade sent to the customer.

Monthly statements must be sent disclosing recent price information for

the penny stock held in the account and information on the limited market in penny stocks.

The additional burdens imposed on broker-dealers

by such requirements could discourage broker-dealers from effecting transactions in our common stock.

If applicable, FINRA sales practice

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

In addition to the penny stock

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

becomes traded over the counter via the OTC Electronic Bulletin Board) require that, in recommending an investment to a customer, a broker-dealer

must have reasonable grounds for believing that the investment is suitable for that customer.

Under these FINRA rules, before recommending

speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information

about the customer’s financial status, tax status, investment objectives and other information.

Under interpretations of these rules,

FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers.

If these FINRA rules were to apply to our common stock, such application would make it more difficult for broker-dealers to recommend

that their customers buy our common stock, which could limit the ability to buy and sell our common stock and have an adverse effect on

the market value for our shares of common stock.

An investor’s ability to trade

our common stock may be limited by trading volume.

A consistently active trading

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

A limited trading volume may

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

A limited number of stockholders collectively

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

A limited number of stockholders,

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

common shares.

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

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

This concentration

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

Our company has a concentration of

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

Our common stock ownership

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81% of our total outstanding shares of common stock.

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

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

directors and approval of mergers and other significant corporate transactions.

This concentration of ownership may have the effect

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

It also could deprive our stockholders of an opportunity

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

We have not voluntarily

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

interested director transactions, conflicts of interest and similar matters .

Federal legislation,

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

the integrity of corporate management and the securities markets.

Some of these measures have been adopted in response to legal

requirements.

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

their securities are listed.

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

and NASDAQ are those that address board of directors’

independence, audit committee oversight and the adoption of a code

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

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

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

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

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

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

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

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

For example, in the

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

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

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

Prospective investors should bear in mind our current

lack of corporate governance measures in formulating their investment decisions.

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

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

Our Articles of Incorporation

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

(i) derivative

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

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

asserting a claim under the internal affairs doctrine.

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

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

If enforceable, claims

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

over the defendants.

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

the effect of preventing the prosecution of any claim.

Additionally, because shareholders may initiate such actions only in the

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

to practice in Nevada.

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

the state in which any shareholder resides.

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

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

On August 14, 2020,

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

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

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

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

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

The remaining shares of our common stock

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

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

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

The purchase price

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

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

Subject to the terms

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

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

determined by us.

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

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

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

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

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

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

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

might otherwise wish to effect sales.

We may require

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

financings may adversely impact our stockholders.

We may direct Lincoln

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

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

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

Lincoln Park’s

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

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

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

The extent to which

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

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

If obtaining sufficient funding

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

to satisfy our working capital needs.

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

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

the issuance of equity or debt securities.

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

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

A financing could involve one or more types of securities

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

These securities could be issued at or below the

then prevailing market price for our common stock.

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

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

Interest on these debt securities

would increase costs and negatively impact operating results.

If the issuance of new securities results in diminished rights to

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

Should the financing we require

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

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

Our management

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

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

Our management will

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

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

Accordingly, you will be relying on the judgment of

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

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

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

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

The failure of our management to use such funds effectively

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

An active trading

market for our common stock may not be sustained.

Although our common

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

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

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

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

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

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

We do not anticipate

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

We do not anticipate

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

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

intend to retain all earnings for our operations.

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

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

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

You should not rely on an investment in our company

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

The success of your investment will likely depend entirely

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

There is no guarantee

that our common stock will appreciate in value.

If we fail to

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

prevent financial fraud.

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

We are subject to the

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

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

“significant deficiency”

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

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

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

Effective internal

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

If we cannot provide reliable

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

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

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

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

assess the effectiveness of our internal control over financial reporting.

We currently are not

an “accelerated filer”

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

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

Report on Form 10-K.

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

reporting as of the end of the fiscal year.

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

over financial reporting that we have identified.

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

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

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

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

Management concluded, during the

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

application of U.S.

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

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

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

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

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

For additional

information, see Item 9A –

Controls and Procedures.

It may be time-consuming,

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

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

implement appropriate internal controls and reporting procedures.

If we are unable to comply with the internal control requirements

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

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

If we are unable to

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

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

in accordance with Section 404.

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

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

affect the value of our common stock.

Our certificate

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

affect the rights of the holders of our common stock.

Our board of directors

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

Our board of directors also has

the authority to issue preferred stock without stockholder approval.

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

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

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

a premium prior to the redemption of our common stock.

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

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

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

Our financial

and operating performance is adversely affected by the coronavirus pandemic.

The recent outbreak

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

has had an unfavorable impact on our business operations.

Mandatory closures

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

of our management, business and finance teams.

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

economy and financial

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

The extent to

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

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

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

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

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

of mergers and other significant corporate transactions.

This concentration of ownership may have the effect of delaying, preventing or

deterring a change in control of our company.

It also could deprive our stockholders of an opportunity to receive a premium for their

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

The reverse split of our common stock

could decrease our total market capitalization and increase, and may continue to increase, the volatility of our stock price.

At our 2021 annual stockholder

meeting, which was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to

amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our Common Stock, par value

$0.001 per share, such split to combine a whole number of outstanding shares of our Common Stock in a range of not less than two shares

and not more than 30 shares, into one share of Common Stock at any time prior to January 31, 2022.

The amendments will not change the

number of authorized shares of Common Stock or Preferred Stock or the relative voting power of our stockholders.

There can be no assurance

that the total market capitalization of our common stock after the reverse stock split will be equal to or greater than the total market

capitalization before the reverse stock split or that the per share market price of our common stock following the reverse stock split

will increase in proportion to the reduction in the number of shares of common stock outstanding before the reverse stock split.

a decline in the market price of our common stock after the reverse stock split may result in a greater percentage decline than would

occur in the absence of a reverse stock split, and the liquidity of our common stock could be adversely affected following such a reverse

The reverse stock split could increase

our authorized but unissued shares of common stock, which could negatively impact a potential investor.

Because the number of authorized

shares of our common stock will not be reduced proportionately, the reverse stock split could increase the Board’s ability to issue

authorized and unissued shares without further stockholder action.

The issuance of additional shares of common stock or securities convertible

into common stock may have a dilutive effect on earnings per share and relative voting power and may cause a decline in the trading price

of the common stock.

We could use the shares that are available for future issuance in dilutive equity financing transactions, or to oppose

a hostile takeover attempt or delay or prevent changes in control or changes in or removal of management, including transactions that

are favored by a majority of the stockholders or in which the stockholders might otherwise receive a premium for their shares over then-current

market prices or benefit in some other manner.

A decline in the price of our common

stock could affect our ability to raise any required working capital and adversely affect our operations.

A decline in the price of

our common stock could result in a reduction in the liquidity of our common stock and a reduction in our ability to raise any required

capital for our operations.

Because our operations to date have been principally financed through the sale of equity securities, a decline

in the price of our common stock could have an adverse effect upon our liquidity and our continued operations.

A reduction in our ability

to raise equity capital in the future may have a material adverse effect upon our business plans and operations.

If our stock price declines,

we may not be able to raise additional capital or generate funds from operations sufficient to meet our obligations.

Trading of our common stock could

be sporadic, and the price of our common stock may be volatile;

we caution you as to the highly illiquid nature of an investment in our

Our common stock is listed

on the OTC PINK.

Securities of microcap and small-cap companies have experienced substantial volatility in the past, often based

on factors unrelated to the companies’

financial performance or prospects.

We believe that trading in our stock has been and will

likely continue to be subject to significant volatility.

These factors include macroeconomic developments in North America and globally

and market perceptions of the attractiveness of particular industries.

Factors unrelated to our performance that may affect the price

of our common stock include the following:

the extent of analytical coverage available to investors concerning our business may be limited

if investment banks with research capabilities do not follow us, a reduction in trading volume and general market interest in our common

stock may affect an investor’s ability to trade significant numbers of shares of our common stock;

the size of our public float

may limit the ability of some institutions to invest in our common stock.

As a result of any of these factors, the market price of our

common stock at any given point in time may not accurately reflect our long-term value.

The price of our common shares may increase or

decrease in response to a number of events and factors, including:

changes in financial estimates;

our acquisitions and financings;

variations in our operating results;

the operating and share price performance of other companies that investors may deem comparable;

and purchase or sale of blocks of our common stock.

These factors, or any of them, may materially adversely affect the prices of our common

shares regardless of our operating performance.

The market price of our common

stock is affected by many other variables which are not directly related to our success and are, therefore, not within our control.

include other developments that affect the breadth of the public market for shares of our common stock and the attractiveness of alternative

The effect of these and other factors on the market price of our common stock is expected to make our common stock price

volatile in the future, which may result in losses to investors.

We have not paid any dividends and

do not foresee paying dividends in the future.

We intend to retain earnings,

if any, to finance the growth and development of our business and do not intend to pay cash dividends on shares of our common stock in

the foreseeable future.

The payment of future cash dividends, if any, will be reviewed periodically by the board of directors and will

depend upon, among other things, conditions then existing including earnings, financial condition and capital requirements, restrictions

in financing agreements, business opportunities and other factors.

If securities or industry analysts

do not publish or cease publishing research or reports about us, our business or our market, or if they change their recommendations regarding

our stock adversely, our stock price and trading volume could decline.

The trading market for our

common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our

market or our competitors.

If any of the analysts who may cover us change their recommendation regarding our stock adversely, or provide

more favorable relative recommendations about our competitors, our stock price would likely decline.

If any analyst who may cover us were

to cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which

in turn could cause our stock price or trading volume to decline.

The United States Tax Cuts and Jobs

Act of 2017 could adversely affect our business and financial condition.

Tax Cuts and Jobs

Act, or the TCJA, significantly reforms the Code.

The TCJA, among other things, contains significant changes to U.S.

federal corporate

income taxation, including reduction of the U.S.

federal corporate income tax rate from a top marginal rate of 35% to a flat rate of 21%,

limitation of the tax deduction for interest expense to 30% of adjusted earnings (except for certain small businesses), limitation of

the deduction for net operating losses to 80% of current year taxable income and elimination of net operating loss carrybacks for net

operating losses arising after December 31, 2017, immediate deductions for certain new investments instead of deductions for depreciation

expense over time, and creating, modifying or repealing many business deductions and credits.

Federal net operating losses arising in

taxable year ending after December 31, 2017, will be carried forward indefinitely pursuant to the TCJA.

We continue to examine the

impact this tax reform legislation may have on our business.

Notwithstanding the reduction in the corporate income tax rate, the overall

impact of the TCJA is uncertain and our business and financial condition could be adversely affected.

The impact of this tax reform on

holders of our common stock is also uncertain and could be adverse.

Cautionary Note

We have sought to identify

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

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

Investors should carefully

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

We have sought to identify what we believe to

be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor

can we guarantee that we have identified all possible risks that might arise.

Investors should carefully consider all of such risk factors

before making an investment decision with respect to our common stock.

Unresolved Staff Comments

As of July 31, 2020,

our company owns no real property.

As of July 31, 2021, we own no real property.

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

Our telephone number

is (619) 832-2900.

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

We may be obligated to pay rent in the

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

Our telephone number is (619) 832-2900.

We currently use shared

office space and do not pay any monthly rent.

We may be obligated to pay rent in the future, but the amount and timing of such obligation

is currently unknown.

Legal Proceedings

Our company is not

a party to any legal proceeding.

As of the date of this filing, we are not a party

to any legal proceeding.

Mine Safety Disclosures

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What changed 10-K

Item 1A. Risk Factors