What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2021-10-29 compared with 2020-11-16 · 885 added, 752 removed, 123 unchanged (93% of the section changed)

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

INDEX TO FINANCIAL

Financial statements of Odyssey Group International, Inc.

3 unchanged sentences

Statements of Stockholders’

Equity (Deficiency) for the Years Ended July 31, 2020 and 2019.

Deficit for the Years Ended July 31, 2021 and 2020

Statements of Cash flows for the Years Ended July 31, 2021 and 2020

Notes to the Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Odyssey Group International, Inc.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Board of Directors and Stockholders of Odyssey Group International,

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Odyssey Group International, Inc.

(the “Company”) as of July 31, 2020, the related statements of

operations, stockholders’

equity (deficiency) and cash flows, for the year ended July 31, 2020, and the related notes (collectively

referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material

respects, the financial position of the Company as of July 31, 2020, and the results of its operations and its cash flows for the

year ended then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying balance sheets

of Odyssey Group International, Inc.

(the “Company”) as of July 31, 2021 and 2020, the related statements of operations, stockholders’

equity (deficit) and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31,

2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles

generally accepted in the United States of America.

Explanatory Paragraph –

Going Concern

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 10 to the financial statements,

the Company has incurred losses since inception and is currently dependent on the stockholders and lenders to fund its operational

and marketing activities.

The accompanying financial statements have been

prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the financial statements, the Company has

incurred losses and negative cash flows from operations since inception and is currently dependent on the stockholders and lenders to

fund its operating activities.

Management’s plans in regard to these matters are also described in Note 1.

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of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based

on our audit.

Our responsibility is to express an opinion on the Company’s financial statements based on our

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

2 unchanged sentences

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

We conducted our audits in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s

internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by

management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable

basis for our opinion.

Our audits included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is

a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the

audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially

challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the

financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion

on the critical audit matter or on the accounts or disclosures to which it relates.

Stock based compensation

As discussed in Notes 4, 6, 7 and 8 to the financial

statements, the Company entered into certain transactions which included the issuance of the Company’s common stock for goods and

services as well as part of debt financing activities.

We identified the valuation and accounting treatment

of these issuances to be a critical audit matter because determining the fair value and related accounting treatment of these issuances

involves a high degree of auditor judgment and an increased extent of effort to evaluate the Company’s conclusions.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the conclusions

associated with the valuation and accounting treatment for these issuances involved the following procedures, among others:

obtained management’s valuation for the various issuances and tested the significant inputs of the valuation of these items.

analyzed management’s accounting treatment for the various issuance which were also associated with debt issuances to determine

whether management’s accounting was appropriate in the circumstances.

/s/ Turner, Stone & Company, L.L.P.

Dallas, Texas

November 13, 2020

October 29, 2021

We have served as the Company’s auditor

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

Board of Directors and Stockholders

Odyssey Group International, Inc.

Opinion on the Financial Statements.

We have audited the accompanying balance sheet of the Odyssey Group International, Inc.

(the Company) as of July 31, 2019, and the related statements of operations, stockholders’

equity (deficiency) and cash flows, for the year then ended, and the notes to the financial statements (collectively referred to as the financial statements).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2019, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States (U.S.).

Restatement of Previously Issued Financial

As discussed in Note 4 to the financial statements, the 2019 financial statements have been restated to correct

a misstatement.

Ability to Continue as a Going Concern.

The financial statements have

been prepared assuming that the Company will continue as a going concern.

As discussed in Note 10 to

the financial statements, the Company has incurred losses since inception and is currently dependent on the stockholders and lenders

to fund its contemplated operational and marketing activities that raise substantial doubt about its ability to continue as a

going concern.

Management's plans in regard to these matters are also described in Note 10 .

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

Our opinion is

not modified with respect to this matter.

Basis for Opinion.

financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

/s/ Piercy Bowler Taylor & Kern

Certified Public Accountants

We have served as the Company's auditor from 2014 to 2020.

Las Vegas, Nevada

October 23, 2019, except for the effects of the restatement discussed in Note 4 to the financial statements, as to which the date is November 13, 2020

Odyssey Group International,

Balance Sheets

July 31, 2020

July 31, 2019

Current assets:

Prepaid expenses

Loan receivable

Prepaid expenses and other current assets

Total current assets

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Accrued wages

Convertible notes payable, net of debt discount of $233,770 and $213,650

Accrued Interest

Asset purchase liability

Notes payable, net of unamortized

beneficial conversion feature, debt discount and closing costs of $351,030 and $233,770

Total current liabilities

1 unchanged sentence

Total liabilities

Commitments and contingencies

Stockholders' equity (deficiency):

Commitments and contingencies (Note 5)

Stockholders' deficit:

Preferred stock, $.001 par value;

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Common stock, $.001 par value;

500,000,000 shares authorized with 88,559,978 and 86,990,400 issued and outstanding

500,000,000 shares authorized with 87,191,168 and

88,559,978 issued and outstanding

Additional paid-in capital

Accumulated deficit

(45,733,823 )

1 unchanged sentence

Total stockholders’

equity (deficiency)

Total liabilities and stockholders’

equity (deficiency)

The accompanying notes are an integral

part of these financial statements

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Statements of Operations

July 31, 2020

July 31, 2019

Costs of goods sold

Fiscal Year Ended July 31,

General and administrative expense

In-process research and development

Loss from operations

1 unchanged sentence

Interest expense

Gain on debt extinguishment

Net loss and comprehensive loss

$ (16,883,095 )

1 unchanged sentence

Basic and diluted net loss per share

Weighted average number of shares used for basic and diluted

The accompanying notes are an integral

part of these financial statements

Weighted average number of shares used for basic and diluted calculations

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Statements of Stockholders’

For the Years Ended July 31, 2020 and

Additional Paid-In

Equity (Deficit)

Total Stockholders'

Balances July 31, 2019

$ (24,501,872 )

Note payable converted to common stock

Common stock issued for services

Common stock issued for compensation

Common stock issued for research and development

Common stock options issued for research and development

Warrants issued in connection with convertible notes

Beneficial conversion feature related to convertible notes

Net loss (Restated)

(23,428,995 )

Balances July 31, 2019 (Restated)

$ (24,501,872 )

Common stock issued for services

Convertible notes payable converted to common stock

Conversion of convertible note payable

Note payable converted to common stock

Common stock options issued for services

Common stock restricted units issued for services

Warrants and beneficial conversion feature issued in connection with convertible notes

Restricted common stock units issued for services

Warrants and beneficial conversion feature issued with debt and equity

Balances July 31, 2020

(28,850,728 )

The accompanying notes are an integral

part of these financial statements

Odyssey Group International, Inc.

Statements of Cash Flows

July 31, 2020

July 31, 2019

Operating activities

Common stock issued for services and compensation

Conversion of convertible notes debt financing

Stock-based compensation

Common stock issued in connection with debt financing

Common stock issued in equity financing

Warrants and beneficial conversion feature issued with debt and equity

Common stock issued in asset purchase agreement

Return of shares to treasury

(20,320,000 )

(16,883,095 )

Balances July 31, 2021

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Statements of Cash Flows

Fiscal Year Ended July 31,

Cash flows from operating activities

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Common stock for in-process research and development

Stock based payment expense for consulting and compensation

Debt discount

Depreciation and amortization

Stock issued for services and compensation and stock-based

Amortization of beneficial conversion feature, debt discount and closing costs

Stock issued for in-process research and development

Financing costs paid with stock

Asset purchase liability

Gain on debt extinguishment

Changes in operating assets and liabilities:

Decrease in other current assets

(Increase)/decrease in prepaid expenses

Increase in accounts payable

Decrease and increase in accrued wages

Increase (decrease) in accrued wages

Increase in accrued interest

Net cash used in operating activities

Financing activities

Proceeds from convertible notes payable

Cash flows from investing activities

Cash flows from financing activities

Proceeds from notes payable

Proceeds from Paycheck Protection Program

Financing closing costs paid with cash

Principal payments made on notes payable

Proceeds from equity financing

Net cash provided by financing activities

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Cash, end of year

Supplemental disclosure of cash flow information

Cash paid for interest

Noncash Investing and Financing Activities

Common stock issued for consulting services

Warrants and beneficial conversion feature issued in connection with convertible notes

Debt converted to common stock

The accompanying notes are an integral

part of these financial statements

Warrants and beneficial conversion issued in connection with convertible notes

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

Common stock issued for debt financing commitment shares

Warrants issued in connection with financings

Original issue discount on debt

Beneficial conversion feature recognized

Accounts payable converted into common stock

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

1 unchanged sentence

Nature of Operations

The corporate mission is to create or acquire

distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and

will generate positive cash flow.

Our business model is to develop or acquire medical related products, engage third parties to

manufacture such products and then distribute the products through various distribution channels, including third parties.

Company has three different life saving technologies;

Our corporate mission is to create or acquire

distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate

positive cash flow.

Our business model is to develop or acquire medical related products, engage third parties to manufacture such products

and then distribute the products through various distribution channels, including third parties.

We have three different life saving technologies;

the CardioMap®

heart monitoring and screening device, the Save a Life

choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders.

We intend to acquire other

technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development

and commercialization of products and technologies that may be applied over various medical markets.

We plan to license, improve

and/or develop our products and identify and select distribution channels.

We intend to establish agreements with distributors

to get products to market quickly as well as to undertake and engage in our own direct marketing efforts.

We will determine the

most effective method of distribution for each unique product that we include in our portfolio.

We will engage third party research

and development firms who specialize in the creation of our products to assist us in the development of our own products and we

will apply for trademarks and patents once we have developed proprietary products.

We are not currently selling or marketing

any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market

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

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

intended to treat concussions and rare brain disorders.

We intend to acquire other technologies and assets and plan to be a trans-disciplinary

product development company involved in the discovery, development and commercialization of products and technologies that may be applied

over various medical markets.

We plan to license, improve and/or develop our products and identify and select distribution channels.

intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct

marketing efforts.

We will determine the most effective method of distribution for each unique product that we include in our portfolio.

We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development

of our own products and we will apply for trademarks and patents once we have developed proprietary products.

We are not currently selling or marketing any

products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products

will be required to sell in the United States.

In addition, it would require additional European union or country specific clearance or

approvals to sell internationally.

We did not recognize any revenues for the years

ended July 31, 2021 or 2020 and we had an accumulated deficit of $45,733,823 as of July 31, 2021.

For the foreseeable future, we expect

to experience continuing operating losses and negative cash flows from operations.

Cash available at July 31, 2021 of $556,584 may not

provide enough working capital to meet our current operating expenses through October 29, 2022.

The operating deficit indicates substantial doubt

about our ability to continue as a going concern.

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

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

We may obtain capital

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

There can be no assurance

that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can

be obtained on commercially reasonable terms.

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

to further scale down or perhaps even cease operations.

The issuance of additional equity securities could

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

Obtaining commercial loans, assuming those loans

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

Our financial statements do not include adjustments that

might result from the outcome of this uncertainty.

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

pandemic continues to severely impact the U.S.

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

Political, legal

or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products

have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future.

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

For example, several

countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products

that we distribute or use in our business, including key components or raw materials.

Governmental authorities in many countries, including

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

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

If we are unable to raise additional capital by

October 29, 2022, we will adjust our current business plan.

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

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

(see Note 8 above).

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

doubt about our ability to continue as a going concern.

Summary of Significant Accounting

Use of estimates

The preparation of financial statements

in conformity with GAAP generally requires management to make estimates and assumptions that affect amounts reported in the financial

statements and accompanying notes.

The preparation of financial statements in conformity

with Generally Accepted Accounting Principles (“GAAP”) generally requires management to make estimates and assumptions that

affect amounts reported in the financial statements and accompanying notes.

Actual results could differ from those estimates.

Basis of accounting

The Company has not elected to adopt the

option available under GAAP to measure any of its eligible financial instruments or other items at fair value.

Accordingly, the

Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.

Loan receivables

Loan receivables are amounts in transit

and due the Company and are related to the convertible notes payable.

We measure all of our assets and liabilities on

the historical cost basis of accounting unless otherwise required by GAAP.

Property and equipment, net

Property and equipment is stated at cost

less accumulated depreciation.

Property and equipment is stated at cost less

accumulated depreciation.

Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets.

For each the fiscal years 2020 and 2019, the Company recognized depreciation expense of $522 and $551, respectively.

We recognized

depreciation expense of $552 and $552, respectively, in fiscal 2021 and 2020.

Intangible assets, net

Intangible assets are analyzed for potential

impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable

and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition

of the intangible assets.

There were no events or changes in circumstances that would indicate a possible impairment as of July

For each the fiscal years 2020 and 2019, the Company recognized amortization expense of $10,000.

Beneficial conversion feature of

convertible notes payable

Intangible assets are analyzed for potential impairment

at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair

value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets.

We did not have any intangible assets as of July 31, 2021.

We recognized amortization expense of $5,000 and $10,000, respectively, in

fiscal 2021 and 2020.

Beneficial conversion feature of convertible

notes payable

The Beneficial Conversion Feature (“BCF”)

of a convertible note (Note 5) is normally characterized as the convertible portion or feature of certain notes payable that provide

a rate of conversion that is below market value or in-the-money when issued.

The Company records a BCF related to the issuance

of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes.

Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the

The BCF of a convertible note is measured

by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the

convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital.

The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an

allocated fair value basis.

The allocated fair value is recorded as a debt discount (premium) from the face amount of the note

and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner)

and is charged to interest expense.

of a convertible note (Note 5) is normally characterized as the convertible portion or feature of certain notes payable that provide a

rate of conversion that is below market value or in-the-money when issued.

We record a BCF related to the issuance of a convertible note

Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence

of the event.

The BCF of a convertible note is a reduction of

the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional

paid-in-capital and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note,

if sooner) and is charged to interest expense.

Net loss per share

Basic net loss per share is computed by

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

Diluted net loss per share is computed

giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants.

Basic and diluted net loss per share were the same for all periods presented as the Company was in a loss position for all periods.

The following securities were excluded

from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

Basic net loss per share is computed by dividing

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

Diluted net loss per share is computed giving effect

to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, RSUs and warrants.

and diluted net loss per share were the same for all periods presented as we were in a loss position for all periods.

The following securities were excluded from the

calculation of diluted net loss per share because their effect would have been anti-dilutive:

Fiscal Year Ended July 31,

4 unchanged sentences

Total potentially dilutive securities

Revenue recognition

The Company recognizes revenue when control

is transferred to the customer.

For products sold through direct sales representatives, control is transferred upon shipment or

upon delivery, based on the contract terms and legal requirements.

Payment terms vary depending on the country of sale, type of

customer, and type of product.

If a contract contains more than one performance obligation, the transaction price is allocated

to each performance obligation based on relative standalone selling price.

Shipping and handling is treated as a fulfillment activity

rather than a promised service, and therefore, is not considered a performance obligation.

Taxes assessed by a governmental authority

that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers

(for example, sales, use, value added, and some excise taxes) are not included in revenue.

For contracts that have an original

duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction

price for the time value of money.

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

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

Stock-based compensation

We recognize compensation expense for all

restricted stock and stock option awards made to employees, directors and independent contractors.

The fair value of restricted

stock is measured using the grant date trading price of our stock and is modified by other factors pursuant to IRC §83 and

the regulations promulgated thereunder.

The fair value of stock option awards (Note 8) is estimated at the grant date using the

Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over

the requisite service period.

We have elected to recognize compensation expense for all options with graded vesting on a straight-line

basis over the vesting period of the entire option.

The determination of fair value using the Black-Scholes pricing model is affected

by our stock price as well as by assumptions regarding a number of complex and subjective variables, including expected stock price

volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors.

We estimate volatility based

on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period

of the grant and the term of the award.

We estimate stock option exercise behavior based on assumptions regarding future exercise

activity of unexercised, outstanding options.

We recognize compensation expense for all restricted

stock and stock option awards made to employees, directors and independent contractors.

The fair value of stock option awards (Note 7)

is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized

as compensation cost over the requisite service period.

We have elected to recognize compensation expense for all options with graded

vesting on a straight-line basis over the vesting period of the entire option.

The determination of fair value using the Black-Scholes

pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including

expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors.

volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the

vesting period of the grant and the term of the award.

We estimate stock option exercise behavior based on assumptions regarding future

exercise activity of unexercised, outstanding options.

Fair value measurements

The carrying values of cash, prepaid expenses,

loan receivable, accounts payable, accrued wages and notes payable approximate their estimated fair values because of the short-term

nature of these instruments.

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

Research and development expense

Research and development costs are expensed in the period when incurred as a component of general and administrative

The Company recognized research and development expense of $20,237 and $23,011,400, respectively, in fiscal 2020 and 2019

Income taxes are accounted for based upon

an asset and liability approach.

Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis

of an asset or liability and its reported amount in the financial statements.

Deferred tax amounts are determined using the tax

rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax

Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax

assets and liabilities during the period.

Accounting guidance requires the recognition

of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than

not sustain the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized

in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate

settlement with the relevant tax authority.

The Company believes its income tax filing positions and deductions will be sustained

upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at July 31, 2020

The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable

tax settlements within income tax expense.

On December 22, 2017, the President of

the United States signed and enacted into law H.R.

1 (the “Tax Reform Law”).

The Tax Reform Law, effective for tax

years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United

States tax law, including various provisions that are expected to impact the Company.

The Tax Reform Law reduced the federal corporate

tax rate from 34% to 21% effective January 1, 2018.

The Company analyzed the provisions of the Tax Reform Law to assess the impact

on the Company’s consolidated financial statements and determined it had no material impact.

Impact of New Accounting Pronouncements

Changes to GAAP are established by the

Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to

the FASB’s Accounting Standards Codification.

The Company considers the applicability and impact of all ASUs.

The FASB issued ASU 2017-11, Earnings Per

Share (Topic 260) effective for annual reporting periods beginning after December 15, 2018.

The amendments update the change in

the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features.

determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature

no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock.

amendments also clarify existing disclosure requirements for equity-classified instruments.

This new guidance is effective for

interim and annual reporting periods beginning after December 15, 2018 and interim periods, with early adoption permitted.

Company adopted the standard as of August 1, 2019, which did not have a material impact on the Company’s financial statements

and disclosures.

The FASB issued ASU 2017-09, Compensation-Stock

Compensation (Topic 718):

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

The ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types

of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification

The new guidance allows companies to make certain changes to awards without accounting for them as modifications.

does not change the accounting for modifications.

The new guidance is being applied prospectively to awards modified on or after

the adoption date.

This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018.

adoption of ASU 2017-09 as of August 1, 2019 did not have a material impact on the Company’s financial statements and disclosures.

The FASB issued ASU 2016-02, Leases

(Topic 842), which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease

liabilities on the balance sheet and disclosing key information about leasing arrangements.

The guidance requires lessees and lessors

to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach.

ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods,

with early adoption permitted.

The adoption of ASU 2017-11 as of August 1, 2019 did not have a material impact on the Company’s

financial statements and disclosures.

Acquisition of Intellectual

During the year ended July 31, 2019, the

Company acquired various intellectual properties as follows:

The Company acquired the patent related

to the exclusive license and distribution rights of the CardioMap®, which is intended to be an advanced technology for early

non-invasive testing for heart disease.

The acquisition cost of $18.75 million was paid with 15 million shares of the Company’s

common stock with a fair market value of $1.25 per share.

The Company acquired the intellectual property, know-how and patents for an anti-choking,

life-saving medical device from Dr.

James De Luca, inventor, and Murdock Capital Partners.

The asset was purchase for

$675,400, for 20,000 shares of the Company’s common stock with a fair market value of $1.25 per share and stock options

exercisable for 600,000 shares of the Company’s common stock with a value of $506,400 and a onetime cash payment

totaling $250,000 that will be paid contingent upon FDA clearance of the product.

The Company acquired an interest in the patented chemical compound

for a neurosteroid as part of an agreement with Prevacus, Inc.

The acquisition cost was $3.73 million was paid with 2.984 million

shares of the Company’s common stock with a fair market value of $1.25 per share.

In preparing the financial statements for

fiscal 2019, the Company determined that the intellectual property acquired should be recorded as an intangible asset on our balance

sheet and amortized over the life of the underlying intellectual property.

On subsequent review during fiscal 2020, it was determined

that all value assigned to such intellectual property should be expensed as in-process research and development as of the purchase

Accordingly, the fiscal year ended July 31, 2019 has been restated to reverse the asset and related amortization, and record

the cost as a component of general and administrative expense in the amount of $23,011,400 for the fiscal year ended July 31, 2019,

as previously disclosed in our Form 10-K/A filed on November 13, 2020.

Research and development costs are expensed in

the period when incurred as a component of general and administrative expense.

We recognized research and development expense of $1,632,593

and $20,237, respectively, in fiscal 2021 and 2020.

In-process research and development

In-process research and

development relates to acquired research and development for a product that is not yet being sold and is expensed upon purchase.

We recognized

in-process research and development expense of $9,440,000 and $0, respectively, in fiscal 2021 and 2020 (Note 4).

Income taxes are accounted for based upon an asset

and liability approach.

Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or

liability and its reported amount in the financial statements.

Deferred tax amounts are determined using the tax rates expected to be

in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law.

Valuation allowances

are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Income tax expense or benefit is the

tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

Accounting guidance requires the recognition of

a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain

the position following an audit.

For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial

statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the

relevant tax authority.

We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly,

no reserves or related accruals for interest and penalties have been recorded at July 31, 2021 or 2020.

We recognize interest and penalties

on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards

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

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

The amendments also

improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

This guidance

is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020.

Early adoption of the

amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued.

the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis.

We do not expect the adoption

of ASU 2019-12 to have a material effect on our financial position, results of operations or cash flows.

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

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

Contracts in Entity’s Own Equity

(Subtopic 815-40),”

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

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

ASU 2020-06 also amends the

guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting

ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal

Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020.

We have not yet determined the

impact of adoption this standard on our financial position, results of operations or cash flows.

Asset Purchase Agreement

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

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

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

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

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

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

and its President, Dr.

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

The Milestone Consideration (“Milestone”)

may be earned by Prevacus as follows:

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

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

The value of shares issued shall not exceed $6.0 million based on the price of our common stock on the date the payment is due;

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

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

Patent and Trademark Office, the value of which shall not exceed $10.0 million based on the price of our common stock on the date the payment is due;

1,000,000 shares of our common stock upon our receipt of net proceeds of at least $1.0 million in a Non-Dilutive Financing relating directly to the development of the Asset within one year after the Closing Date or, in the event of any Non-Dilutive Financing submitted prior to the one year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary of the Closing Date;

2,000,000 shares of our common stock if we sell the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million after a Phase IB Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical Trial.

The value of the 2,000,000 shares related to this milestone shall not exceed $25.0 million based on the price of our common stock on the date the payment is due;

4,000,000 shares of our common stock upon the successful completion of a Phase II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million;

or (II) the administration of the first dose in a Phase III Clinical Trial for the Asset for which we are, or one of our affiliates or licensees is the sponsor;

2,000,000 shares of our common stock after the first dosing in a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial.

All Milestone payments shall only be paid once,

upon the initial achievement of the particular Milestone event.

We, at our sole and absolute discretion, shall determine if any Milestone

event has occurred.

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

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

On March 1, 2021 (the

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

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

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

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

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

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

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

At July 31, 2021, our Asset

purchase liability account balance was $1,125,026.

The net change in the Asset purchase liability account will be released as shares at

$1.18 per share once all liabilities have been paid.

We determined that, in

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

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

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

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

Accordingly, On March 1, 2021, the date of acquisition,

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

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

According to the agreement,

we will issue common stock at the fair value on the date of meeting the Milestones.

The fair value of the contingent consideration

was reviewed and it was determined that, based on the current status of the project (Level 3), the value was zero as of July 31,

2021 since it is not yet probable that we will meet any of the Milestones.

The fair value of financial assets and liabilities

are determined utilizing a three-level framework as follows:

Level 1 –

Observable inputs, such

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

Level 2 –

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

These include quoted prices for similar

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

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

If the asset or liability has a specified or contractual

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

Level 3 –

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

The methods described

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

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

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

reporting date.

We did not have any transfers

of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the fiscal years ended

July 31, 2021 or 2020.

The carrying values of

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

No changes were made

to our valuation techniques during the fiscal year ended July 31, 2021.

Contingent Liabilities

At July 31, 2021 and

2020, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving

medical device in fiscal 2019.

According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of

The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project

We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.

We also have contingent

consideration related to the Prevacus APA as discussed above in Note 4.

Fixed-Rate Debt

We have fixed-rate debt

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

The fair value of our fixed

rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile

and duration (Level 2).

The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate

long-term debt was as follows:

Carrying value

Non-Financial Assets

Non-financial assets, such as Property and equipment

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

have occurred.

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

No non-financial

assets were recorded at fair value during the fiscal year ended July 31, 2021 or 2020.

LGH Investments, LLC

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities

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

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

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

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

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

The 2020 Note was convertible at a

price of $0.15 per share, subject to adjustment as provided in the 2020 Note.

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

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

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

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

The 2020 LGH Agreement included the issuance of

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

of our common stock.

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

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

of the 2020 Note as closing costs and was expensed at conversion.

Additionally, 100,000 shares valued at $44,000 were expensed as financing

costs when incurred.

The conversion feature met the criteria for characterization

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

was also being amortized over the life of the 2020 Note and was expensed at conversion.

April 2021 Promissory Note

On April 5, 2021, we entered into a Securities

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

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

Note”).

We received $970,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount and $30,000

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

The 2021 Note is convertible at a price of $1.00

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

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

will be $1.00 per share.

The 2021 LGH Agreement included the issuance of

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

of our common stock.

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

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

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

Labrys Fund, LP

On August 14, 2020, we entered into a Securities

Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000

(the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original

issuance discount of approximately 10%.

The Note bears interest at 12% per year.

In consideration for entering into the Labrys SPA, we

issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $197,400.

350,000 of the Commitment Shares

(the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or prior to August 14,

2021 (the “Maturity Date”).

The Note was fully repaid on August 4, 2021 and the shares were returned on August 6, 2021.

Upon the occurrence of any “Event of Default,”

the Note is convertible into shares of our common stock at a price per share equal to the closing bid price of the common stock on the

trading day immediately preceding the date of conversion (the “Conversion Price”);

provided, however , that Labrys

may not convert any portion of the Note which would cause Labrys, collectively with its affiliates, to hold more than 4.99% of our issued

and outstanding common stock, unless such limit is waived.

Labrys may not execute any short sales on any of our common stock at any time

while the Note is outstanding.

The Note requires that we reserve from our authorized

and unissued common stock a number of shares equal to the greater of:

(a) 1,140,000 shares or (b) the sum of (i) the number of shares

of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are

issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment

of the principal amount or interest) as of any issue date multiplied by (ii) one and a half.

We are subject to penalties for failure to

timely deliver shares to Labrys following a conversion request.

The Labrys SPA and the Note contain

covenants and restrictions common with this type of debt transaction.

Furthermore, we are subject to certain negative covenants

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

At July 31, 2021, we were in

compliance with all covenants and restrictions.

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

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

the one-year life of the Note.

Conversion of Convertible Notes Payable

On August 14, 2020, we converted a convertible

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

the conversion price of the convertible promissory note of $0.50 per share.

In February 2021, we settled a convertible promissory

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

In February, March and April 2021, upon maturity,

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

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

rate of $0.83 per share.

In May 2021, upon maturity, we converted four

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

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

As of July 31, 2021, no convertible promissory

notes were outstanding, except the note due to LGH.

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

loan for $50,000 was forgiven.

The $50,000 gain is reflected as Gain on debt extinguishment on our Statements of Operations for the fiscal

year ended July 31, 2021.

Notes Payable

The Company had a note payable that was

subject to conversion upon an equity financing in the Company.

On June 3, 2020, pursuant to the convertible debt agreements dated

January 4, 2017, the debt holder, Vivakor Inc.

and the Company agreed to convert all existing debt and accrued interest into

restricted common stock of the Company at $1.00 per share.

The debt, including accrued interest, of $809,578 was converted into

809,578 shares of our common stock.

As of July 31, 2020, the Company had 11

additional convertible debt notes outstanding with a balance of $225,973, net of discounts, includes accrued interest totaling

The notes bear interest at 7.0% annually and the entire outstanding principal amount, together with accrued interest shall

become due and payable on the date that is one year from the date of issuance, unless before such date, is converted into shares

of capital stock of the Company.

At the option of the holder, the principal amount of the notes and any accrued interest may be

converted into shares of common stock at a conversion price of $1.00 per share, or at a 10% discount to the closing price on the

day of conversion, but not lower than $0.50 or $0.80 per share.

At maturity, and subject to a trickle out agreement, the Company

shall have the right to either pay off the notes and any interest accrued or convert the notes and any accrued interest into shares

of common stock.

The debt holders were issued common stock warrants equal to 10% of the notes with a price of $1.50 per share with

a one-year term from the investment date.

The investors are sophisticated and represented in writing that they were each an accredited

investor and acquired the securities for their own account for investment purposes.

The Company does not have any other relationship

with the investors in the notes.

Because the conversion features met the criteria for characterization as beneficial conversion

features, a portion of the proceeds, including warrants, totaling $430,430 from the issuance of the notes, was accounted for as

attributable to the conversion feature.

The intrinsic value of certain convertible debt notes issued exceeded the proceeds in the

amount of $345,000;

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

Each of the warrants and beneficial

conversion features are being amortized over the one-year term from issuance.

Long Term Debt

On May 8, 2020, the Company received loan

proceeds in the amount of $50,000 under the Paycheck Protection Program (“PPP”).

The PPP, established as part

of the Coronavirus Aid, Relief and Economic Security Act, provides for loans to qualifying businesses for amounts up to 2.5 times

of the average monthly payroll expenses of the qualifying business.

The loan and accrued interest are forgivable as long as the

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

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

for the first six months.

The Company recorded the loan as long-term debt and used the proceeds for purposes consistent with

On January 9, 2019, Vivakor, Inc.

(“Vivakor”)

gave written notice to the Company effecting a conversion of $25,314 of convertible debt into 2,531,400 shares of Common Stock

of the Company, issued to Vivakor pursuant to the Master Revolving Note, dated as of January 4, 2017, and amended as of February

1, 2018, by and between the Company and Vivakor.

On April 17, 2019, the Company entered

into an agreement for consulting services to be provided through April 2020.

The Company granted the consultant 100,000 shares

of the Company’s common stock.

On May 22, 2019, the Company entered into

employment agreements for two part-time employees.

The Company granted the employees 10,000 shares each of the Company’s

common stock.

At July 31, 2020, the shares have not been issued.

On March 22, 2019, April 17, 2019, June

1, 2019, and July 26, 2019, the Company entered into one-year agreements for consulting services.

The Company granted the consultants

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

On June 27, 2019, the Company entered into

a Definitive Agreement with Prevacus to form a Joint Venture (“JV”) relating to the development of a neurosteroid for

treating two orphan disorders, ALS and Niemann Picks disease.

Prevacus will contribute to the JV the chemical compound and Odyssey

will be responsible for funding the JV through Phase One clinical trials.

The JV will own the patents.

Each party will own the

In addition to the JV, the two companies have entered into a share exchange agreement whereby Prevacus received three

million shares of the Company’s common stock and the Company will receive one million shares of Prevacus stock.

compound for the neurosteroid being developed has issued patents and, as consideration for the patented compound, the Company issued

Prevacus two million shares of its common stock.

As part of the Agreement, Dr.

Jacob Vanlandingham Ph.D., CEO of Prevacus, was

issued one million shares of the Company’s common stock.

The Company allocated 984,000 shares to the acquisition of the patent

and 16,000 shares were allocated to Dr.

Vanlandingham as a Director of the Company and were valued at $1,230,000 and $20,000, respectively.

The Company recognized research and development expense $1,230,000 and board of director expense of $10,000 for the year ended

July 31, 2020.

On June 27, 2019, the Company entered into

a Definitive Agreement with Dr.

James De Luca, inventor and Murdock Capital Partners (“MCP”), advisors to De Luca,

to acquire the intellectual property, know-how and patents for a life-saving medical device currently in development.

acquired intellectual property rights, namely, United States Letters Patent No.

7,559,921, entitled “Device for Removing

a Lodged Mass”

which issued on July 14, 2009 and which was reissued on June 2, 2015 and received U.S.

Reissue Patent No.

Re 45,535 and United States Patent Number 8,454,624 also entitled “Device for Removing a Lodged Mass,”

which was issued

on June 4, 2013.

As consideration for the patent and intellectual property, the Company granted stock options totaling 600,000

shares of the Company’s common stock, vesting on certain milestones.

The options will be split between De Luca and MCP.

Company also granted De Luca, 20,000 shares of the Company’s common stock.

A one-time cash payment totaling $250,000 will

be paid to De Luca and MCP upon FDA clearance of the product (Note 4).

On December 1, 2019, the Company entered

into a corporate development, investor relations and advisory agreement.

The agreement is for twelve months commencing on December

1, 2019 and provides for a monthly cash fee, provided the Company has sufficient funds to pay.

Fees accrue until the Company has

$250,000, and then all accrued and earned compensation up to $30,000 will be paid.

Upon mutual agreement, the accrued cash fee

may be converted into equity at an agreed upon price per share.

In addition, the Company will issue 200,000 shares of common stock,

50,000 shares vesting quarterly, beginning December 1, 2019.

On May 6, 2020, the Company entered into

an agreement for investor relations consulting services to be provided through August 2020.

The Company granted the consultant

25,000 shares of the Company’s common stock.

Stock Based Compensation

We have not adopted any equity compensation

We have entered into an individual equity compensation plan for Mr.

Redmond, pursuant to which Mr.

Redmond was granted stock

options for 15 million shares of the Company’s common stock at $0.25 per share.

The options vest in tranches of 5 million

shares upon achieving revenue of $5 million, $10 million and $15 million.

Redmond cannot sell any of the above stock options

for two years from the effective date of the employment agreement or until the Company reaches $10 million in annual revenue, whichever

occurs first.

The stock option vesting accelerates and becomes immediately exercisable upon the sale, merger or any transaction

resulting in the majority (more than 50%) of the Company’s stock being obtained.

The Company did not record any expense related

to this stock option, as it had not determined that it was probable that the milestones will be achieved.

On September 16, 2020,

the stock options were cancelled, as the stock option agreement was never entered into.

As part of the agreement, Dr.

Jacob Vanlandingham

Ph.D., CEO of Prevacus, was issued one million shares of the Company’s common stock.

The Company allocated 16,000 shares

of common stock valued at $20,000 were allocated to Dr.

Vanlandingham as a Director of the Company.

The Company recognized expense

of $10,000 for the year ended July 31, 2020.

On August 15, 2019, the Company amended

its agreement with its financial consultant, and officer of the Company, to included monthly payments of $5,000 and 200,000 restricted

stock options to be granted in accordance with the mutual agreement of the Board’s compensation committee.

30, 2020, restricted stock options have been issued and with vesting 50% vesting one year from signing.

The following notes payable were outstanding:

Convertible notes with maturities in May 2021 with interest rates of 7% and convertible at $0.80 per share

Note issued to Labrys due August 14, 2021 with an interest rate of 12.0%

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

Unamortized debt discount and closing costs

Stock-Based Awards

At July 31, 2021, we do not have any share-based

payment plans approved by our shareholders.

See Note 12 of Notes to Financial Statements for additional information.

Stock Options

Stock option activity during the fiscal year ended July 31, 2021 was

Weighted Average Exercise Price

Options outstanding at July 31, 2020

Options canceled

(15,000,000 )

Options granted

Options outstanding at July 31, 2021

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

Vanlandingham’s

employment agreement, Dr.

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

shares vested on the signing of closing documents.

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

1B first dosing of human;

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

These amounts are being expensed over

the life of the awards and the milestones are revalued quarterly.

$587,234 was expensed to General and administrative expenses in the

fiscal year ended July 31, 2021.

The foregoing table only includes stock options

awarded to employees and others for services rendered to us.

600,000 options with an exercise price of $1.25 and a remaining term of 7.89

years issued as consideration for our acquisition of certain intellectual property assets are not reflected in the table above.

Criteria used for determining the Black-Scholes value of options granted

were as follows:

Year Ended July 31,

Expected stock price volatility

Risk free interest rate

Expected life of options (years)

Expected dividend yield

Restricted Stock Units (“RSUs”)

RSU activity during the year-ended July 31, 2021

was as follows:

RSUs outstanding at July 31, 2020

RSUs outstanding at July 31, 2021

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

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

In addition, we issued RSUs covering

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

In April 2021, we issued

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

These amounts are being

expensed over the life of the awards and $181,346 was expensed to General and administrative expenses during the fiscal year ended July

As of July 31, 2021, $538,654 remained to be expensed in future periods.

In March, April and May 2021, we entered into

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

In connection with the agreements, we issued RSUs covering 725,000 shares of our common stock with a value of $672,00 which 237,500 vested

upon signing and 487,500 vest in one year.

This amount is being expensed over the life of the awards and $376,056 was expensed to General

and administrative expenses during the fiscal year ended July 31, 2021.

As of July 31, 2021, $295,944 remained to be expensed in future

Unrecognized Compensation Costs

At July 31, 2021, we had total unrecognized stock-based

compensation of $1,133,770, which will be recognized over the weighted average remaining vesting period of 1.99 years.

Warrant activity during the fiscal year ended

July 31, 2021 was as follows:

Number of Warrants

Weighted Average Exercise Price

Warrants outstanding at July 31, 2020

Warrants issued

Warrants canceled

Warrants outstanding at July 31, 2021

Common Stock Issued for Compensation

On July 31, 2021, Mr.

Redmond received 5.3 million

shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement.

The Company recognized $53,000

expense of $312,356 for the year ended July 31, 2020.

On August 28, 2019, Mr.

Jeff Conroy joined

the Company’s Board of Directors as an independent director.

On September 20, 2019, Mr.

Jerry Casey joined the Company’s

Board of Directors as an independent director.

On October 23, 2019, Mr.

John Gandolfo joined the Company’s Board of Directors

as an independent director and was elected chair of the audit committee.

All Directors are compensated with stock in accordance

with the mutual agreement of the Board’s compensation committee.

As of July 31, 2020, the Company recognized $1,988,749 in

board compensation expense.

On January 10, 2020, the Company entered

into a consulting agreement with a design group for the development of the Save A Life anti-choking device.

The consultant will

receive payments based on actual work performed and 50,000 stock options, vesting 50% on signing and 50% one year from signing.

The stock options were valued using the Black-Scholes option pricing model with the following assumptions:

expected volatility

48%, risk free interest rate 1.53%, expected life (years) 5.00 and 0% dividend yield.

On February 5, 2020, the Company entered

into a consulting agreement with the appointment of Mike Contarino as head of Product Development.

Contarino will receive monthly

payments of $2,500 and 50,000 restricted stock units vesting over time.

The Company recognized expense of $102,000 for the year

ended July 31, 2020.

The Company files income tax returns in

federal jurisdiction and the various states in which we operate.

The Company registered with the Franchise Tax Board in

the State of California in tax year 2020, but was not required to file a tax return for tax year 2019.

The Company’s tax

returns are currently not under examination for any year.

The Company’s deferred tax assets consist of federal net operating

of compensation expense related to the 5.3 million shares granted, with fair value of $0.01 per share, as a component of General and administrative

Treasury Shares

In June 2021, Green Energy Alternatives, Inc.

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

In July 2021, Electromedica, LLC returned 15,000,000

shares of stock to our common stock treasury under a settlement and release agreement.

Common Stock Issued for Services

In January 2021, we entered into three agreements

for consulting services to be provided.

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

expensed as a component of General and administrative expenses.

On February 12, 2021, we entered into an agreement

for consulting services to be provided through February 2022.

We granted the consultant 75,000 shares of our common stock with a value

of $93,750 which was expensed as a component of General and administrative expenses.

On March 1, 2021, we entered into an agreement

for consulting services to be provided through February 2022.

We granted the consultant 25,000 shares of our common stock with a value

of $29,500 which was expensed as a component of General and administrative expenses.

Common Stock Issued for Compensation

On July 31, 2021, Mr.

Redmond received 5.3 million

shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement.

The Company recognized $53,000

of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, as a component of General and

administrative expenses.

Tysadco Partners

In June 2021, we sold 500,000 shares of our common

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

$1.00 per share for total an aggregate purchase price of $295,000 to Tysadco Partners (“Tysadco”), an accredited investor,

which also provided certain consulting services to us.

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

of amounts due to Tysadco for its consulting services.

Lincoln Park Capital Fund

On August 14, 2020, we entered into a Purchase

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

or “LPC”).

Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common

stock, from time to time over a 36-month period.

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

of our common stock to LPC.

Upon entering into the LPC Purchase Agreement,

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

Thereafter, and subject

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

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

The amount of a Regular

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

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

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

of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000,

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

In addition, if we have directed LPC to purchase

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

purchases”

and “additional accelerated purchases”

as set forth in the LPC Purchase Agreement.

The purchase price of

shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale.

The LPC Purchase Agreement

limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common

stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial

ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.

The LPC Purchase Agreement contains customary

representations, warranties, covenants, closing conditions and indemnification and termination provisions.

LPC has covenanted not to cause

or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock.

The LPC Purchase Agreement does

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

provided, however, that we shall not enter into any

“Variable Rate Transaction”

as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate

or variable priced equity-like securities, but excluding any “At-the-Market”

offering with a registered broker-dealer, until

the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement

Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement.

Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us.

In connection with the LPC transaction, we engaged

as a placement agent to help raise capital.

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

a fee of 8% of the amount

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

will also receive a fee totaling 8%

of any additional funds raised pursuant to the LPC Purchase Agreement.

At July 31, 2021, we paid A.G.P.

a total of $97,718 in additional

In addition, and in consideration for the service

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

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

and two partners of A.G.P.

The warrants had a value of $220,000 and expire August 6, 2024.

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

transaction and is being amortized over the one-year life of the note.

Shares purchased by LPC, including the initial

purchase, are summarized below:

Purchase Date

Number of Shares

Purchase Price

Total Purchase Price

Remaining Purchase

August 14, 2020

February 2021

We paid A.G.P.

a fee of $97,718, in connection

with the 1,550,904 shares purchased from January 2021 through July 2021.

See Note 12 for information regarding subsequent

sales to LPC.

We file income tax returns in the U.S.

jurisdiction and the various states in which we operate.

We registered with the Franchise Tax Board in the State of California in tax

Our tax returns are not currently under examination for any year.

Our deferred tax assets consist of federal net operating

loss carryforwards that expire through the year 2036.

The deferred tax assets are net of a 100% valuation allowance as it is more

likely than not at this time that the deferred tax assets will not be realized within the carryforward period due to substantial

uncertainty as to the Company’s ability to continue as a going concern (Note 10).

The deferred tax assets are net of a 100% valuation allowance as it is more likely

than not at this time that the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty

as to our ability to continue as a going concern (Note 11).

The following table reconciles the U.S.

federal statutory rate to the Company’s effective tax rate:

statutory rate to our effective tax rate:

For the year ended July 31,

2 unchanged sentences

Effective tax rate

The Company’s tax provision (benefit)

was as follows:

Our tax provision (benefit) was as follows:

For the year ended July 31,

1 unchanged sentence

Increase in valuation allowance

The Company’s net deferred tax asset

was as follows:

Our net deferred tax asset was as follows:

For the year ended July 31,

2 unchanged sentences

Net deferred tax asset

At July 31, 2020, the Company had $1,939,993

of federal net operating loss carry forwards.

As of July 31, 2021, we had $7,218,517 of federal

net operating loss carry forwards.

These carry forwards, if not used, will begin to expire in 2036.

Current or future

ownership changes, including issuances of common stock under the terms of the Company’s convertible notes payable may severely

limit the future realization of these net operating losses.

The Company provides for a valuation allowance

when it is more likely than not that they will not realize a portion of the deferred tax assets.

The Company has established a

valuation allowance against its net deferred tax asset due to the uncertainty that enough taxable income will be generated in those

taxing jurisdictions to utilize the assets.

Therefore, it has not reflected any benefit from such deferred tax assets in the accompanying

financial statements.

The Company’s net deferred tax asset and valuation allowance increased by $161,200 for the year ended

July 31, 2020, related to the current year activity.

The Company has reviewed the issuance

of stock to certain senior executives who received stock in conjunction with becoming an officer and director of the Company.

In this case, as an officer and director of a publicly-traded company, the sale of shares could be subject to the short-swing

profits rules of Securities Exchange Act Section 16(b) and is subject to a substantial risk of

forfeiture per IRC §

Current or future ownership changes

may severely limit the future realization of these net operating losses.

We provide for a valuation allowance when it is

more likely than not that they will not realize a portion of the deferred tax assets.

We established a valuation allowance against our

net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the

Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements.

We reviewed the issuance of stock to certain

senior executives who received stock in conjunction with becoming an officer and director.

In this case, as an officer and director

of a publicly-traded company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act

Section 16(b) and is subject to a substantial risk of forfeiture per IRC §

83 (c)(3)(A).

Given that such stock is subject to a substantial risk of forfeiture,

such stock is treated as nonvested stock under IRC §

As the stock received was nonvested stock, income

inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative election to include

income in the year of receipt.

The Company has reviewed all income tax

positions taken or that are expected to be taken for all open years and determined that their income tax positions are appropriately

stated and supported for all open years.

The Company is subject to U.S.

federal income tax examinations by tax authorities for

years after 2020 due to unexpired net operating loss carryforwards originating in and subsequent to that year.

The Company may

be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

The Company’s policy

is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations.

Given that such stock

is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC §

As the stock received

was nonvested stock, income inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative

election to include income in the year of receipt.

We reviewed all income tax positions taken or

that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for

all open years.

We are subject to U.S.

federal income tax examinations by tax authorities for years after 2020 due to unexpired net operating

loss carryforwards originating in and subsequent to that year.

We may be subject to income tax examinations for the various taxing authorities

which vary by jurisdiction.

Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income

taxes in the statements of operations.

As of July 31, 2021, there were no unrecognized tax benefits, or any tax related interest or penalties.

The Company does not have

any examinations ongoing.

We do not have any examinations ongoing.

Tax returns for the years 2014 onwards are subject to federal, state or local examinations.

Going Concern

The Company did not recognize any revenues

for the years ended July 31, 2020 or 2019 and had an accumulated deficit of $28,850,728 as of July 31, 2020.

For the foreseeable

future, the Company expects to experience continuing operating losses and negative cash flows from operations as its management

executes the current business plan.

The cash available at July 31, 2020 of $62,952 may not provide enough working capital to meet

the Company’s current operating expenses through November 13, 2021, as it continues to accrue overhead expenses.

The operating

deficit indicates substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans

include engaging in further research and development and raising additional capital in the short term to fund such activities through

sales of its common stock.

Management’s ability to implement its plans and continue as a going concern may be dependent upon

raising additional capital.

The Company’s continued existence depends on the success of its efforts to raise additional capital

necessary to meet its obligations as they come due and to obtain sufficient capital to execute its business plan.

The Company may

obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners.

There can be no assurance that the Company will be successful in completing additional financing or collaboration transactions

or, if financing is available, that it can be obtained on commercially reasonable terms.

If the Company is not able to obtain the

additional financing on a timely basis, it may be required to further scale down or perhaps even cease the operation of its business.

The issuance of additional equity securities could result in a significant dilution in the equity interests of the Company’s

current stockholders.

Obtaining commercial loans, assuming those loans would be available, would increase the Company’s liabilities

and future cash commitments.

The Company’s financial statements do not include adjustments that might result from the outcome

of this uncertainty.

Additionally, as the novel coronavirus

(“COVID-19”) pandemic continues to severely impact the U.S.

and global economy, the Company’s business may be

impacted in a variety of ways.

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

the Company may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans,

and may cause additional supply disruptions or shortages in the future.

The Company cannot currently predict the frequency, duration

or scope of these governmental actions and supply disruptions.

For example, several countries, including India and China, have

increased or instituted new restrictions on the export of medical or pharmaceutical products that the Company distributes or uses

in its business, including key components or raw materials.

Governmental authorities in many countries, including the U.S., are

enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in the

Company’s operations, increase its costs, or otherwise adversely affect its operations.

If the Company is unable to raise additional

capital by November 13, 2021, it will adjust its current business plan.

Due to the Company’s lack of additional committed

capital, recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about

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

Related Party Transactions

At July 31, 2020, the Company had a common

officer with Green Energy Alternatives, Inc.

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

held 5.3 million shares

of the Company’s common stock.

On November 9, 2020, Mr.

Redmond, terminated his relationship with Green Energy Alternatives,

and has no beneficial relationship with the company.

Due to Officers and Executives

The following amounts were due to an officer

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

July 31, 2020

July 31, 2019

Christine Farrell, Controller

Accrued compensation due Mr.

Balance 7/31/2018

Balance 7/31/2019

Balance at 7/31/2020

As a result of the agreement that was entered

into in June 2019 with Prevacus, Inc., Dr.

Vanlandingham is considered a related party due to his affiliation with Prevacus, Inc.

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

Vanlandingham Ph.D., was issued one million shares of the Company’s

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

Vanlandingham as a Director of the

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

Subsequent Events

Company’s management evaluates subsequent events through the date of issuance

of the financial statements.

Except for the transactions described below, there were no other events relative to the financial

statements that require adjustment to or additional disclosure.

On August 14, 2020, the Company entered

into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which

Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for

$315,000 in cash with an original issuance discount of approximately 10%.

In consideration for entering into the Labrys SPA, the

Company issued 420,000 shares (the “Commitment Shares”) of its common stock.

350,000 of the Commitment Shares (the

“Second Commitment Shares”) will be returned to the Company if the Note is fully repaid and satisfied on or prior to

August 14, 2021 (the “Maturity Date”).

The Note bears interest at 12% per year.

Upon the occurrence of any “Event

of Default”

as defined in the Note, the Note is convertible into shares of the Company’s common stock at a price per

share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion

Price”);

provided, however , that Labrys may not convert any portion of the Note which would cause Labrys, collectively

with its affiliates, to hold more than 4.99% of the Company’s issued and outstanding common stock, unless such limit is waived.

Labrys may not execute any short sales on any of the Company’s common stock at any time while the Note is outstanding.

The Note requires that the Company reserve

from its authorized and unissued common stock a number of shares equal to the greater of:

(a) 1,140,000 shares or (b) the sum of

(i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares

of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion

of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a

The Company is subject to penalties for failure to timely deliver shares to Labrys following a conversion request.

The Labrys SPA and the Note contain covenants

and restrictions common with this type of debt transaction.

Furthermore, the Company is subject to certain negative covenants under

the Labrys SPA and the Note, which the Company believes are customary for transactions of this type.

On August 14, 2020, the Company entered

into a Purchase Agreement (the “LPC Purchase Agreement”) and a Registration Rights Agreement (the “RRA”)

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

Upon the satisfaction of the conditions to the Company’s right to

commence sales under the LPC Purchase Agreement, including the registration of shares of Common Stock issuable under the LPC Purchase

Agreement in accordance with the RRA (the “Commencement”) and the date of satisfaction of such conditions the “Commencement

Date”), the Company has the right, in its sole discretion, to sell to LPC up to $10,250,000 in shares of the Company’s

common stock, from time to time over a 36-month period.

In consideration for entering into the LPC Purchase Agreement, the Company

issued 793,802 shares of its common stock with a total value of $250,000 to LPC.

Upon entering into the LPC Purchase Agreement

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

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

conditions, the Company may direct LPC to purchase to up to 200,000 shares of its common stock (such purchases, “Regular

Purchases”).

The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances

based on the market price of the common stock.

There are no limits on the price per share that LPC may pay to purchase common stock

under the LPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000

unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending

on the date of the applicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under

such single Regular Purchase shall not exceed $500,000.

In addition, if the Company has directed

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

amounts as “accelerated purchases”

and “additional accelerated purchases”

as set forth in the LPC Purchase

The purchase price of shares of the Company’s common stock will be based on the then prevailing market prices

of such shares at the time of sale.

The LPC Purchase Agreement limits the Company’s sale of shares of common stock to LPC,

and LPC’s purchase or acquisition of common stock from the Company, to an amount of common stock that, when aggregated with

all other shares of the Company’s common stock then beneficially owned by LPC would result in LPC having beneficial ownership,

at any single point in time, of more than 4.99% of the then total outstanding shares of the Company’s common stock.

The LPC Purchase Agreement contains customary

representations, warranties, covenants, closing conditions and indemnification and termination provisions.

LPC has covenanted not

to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of the Company’s common stock.

The LPC Purchase Agreement does not limit the Company’s ability to raise capital from other sources at its sole discretion;

provided, however, that the Company shall not enter into any “Variable Rate Transaction”

as defined in the LPC Purchase

Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any

“At-the-Market”

offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date

of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in

either case irrespective of any earlier termination of the LPC Purchase Agreement.

The LPC Purchase Agreement may be terminated

by the Company at any time at its discretion without any cost to the Company.

In connection with the LPC transaction,

the Company engaged Alliance Group Partners, LLP (“A.G.P.”) as a placement agent to help raise capital in connection

with a private offering.

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

a fee of 8% of the amount of the

funds received from LPC.

In consideration for the service provided by A.G.P., we granted them warrants to purchase the number of

shares of common stock equal to $275,000, payable in the form of 550,000 penny warrants at a $0.50 purchase price, exercisable

at any time and from time to time, in whole or in part, during a four-year period with registration rights (including a one-time

demand registration right and unlimited piggyback rights).

The Company issued warrants to three individuals or entities related

immediately exercisable for a total of 550,000 shares of the Company’s common stock at $0.01 per share.

expire August 6, 2024.

The Company intends to use the proceeds

from both the Labrys SPA and the LPC Purchase Agreement for general corporate purposes, including for working capital, capital

expenditures and for funding additional preclinical development and potentially future clinical development of the Company’s

pipeline candidates.

Conversion of Convertible Note Payable

On August 14, 2020, the Company provided

notice to a noteholder that the Company elected to convert the Convertible Promissory Note of the Company, as provided in Section

5 of the Note.

The conversion price of $0.50 of the Note was determined in accordance with Section 5 and the number of shares of

the Company’s common stock was determined by dividing (i) the principal of and accrued interest on the Note set forth below

by (ii) the conversion price, resulting in 214,000 shares of the Company’s common stock.

The following amounts were due to our officers

for reimbursement of expenses and were included in Accounts payable on our Balance Sheets:

Christine Farrell, CFO

The amount of accrued salary due to Mr.

Redmond for his

services from November 2017 to July 2021 was included in Accrued wages on our Balance Sheet and was as follows:

Balance at July 31, 2019

Salary accrued

Payments made

Balance at July 31, 2020

Salary accrued

Payments made

Balance at July 31, 2021

Accrued payroll from July 18, 2021 to July 31, 2021 of $13,846 which

was paid on August 6, 2021, is not reflected above but is included as accrued wages on the balance sheet.

Related Party Transaction

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

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

These amounts are being expensed

over the life of the awards and $140,000 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021.

As of July 31, 2021, $580,000 remained to be expensed in future periods.

Upon joining our Board, we have granted to each

new director RSUs for 500,000 shares of our common stock.

200,000 shares vest upon becoming a Board member, 200,000 shares vest on the

first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration upon a corporate transaction, provided in

each that the director is in the continuous service of the Company through the vesting event.

The exception to this was the grant of one

million shares of our common stock outright to Dr.

Vanlandingham, who was appointed for a two-year period upon the signing of the Prevacus,

Asset Purchase agreement on June 25, 2019.

These amounts are being expensed over the life of the awards and $547,255 and $1,998,750,

respectively, were expensed to General and administrative expense in fiscal 2021 and 2020.

As of July 31, 2021, $263,164 remained to be

expensed in future periods.

On November 7, 2017, Mr.

Redmond, terminated

his relationship with Green Energy Alternatives, Inc.

and has no beneficial relationship with the company.

Redmond entered into

an employment agreement with the Company.

As part of the employment agreement, Mr.

Redmond was granted 25 million shares of common stock

that vesting equally upon FDA submission of CardioMap, FDA approval for CardioMap and the raising of $2 million for further CardioMap

Redmond could not sell the shares for two years or until the Company reached $10 million in revenues.

granted options for 15 million shares with a strike price of $0.25 per share that vest equally upon the Company’s revenue reaching

$5 million, $10, million and $15 million.

The vesting accelerated based upon a change of control.

None of these conditions were met and

the options were canceled in September 2020.

On February 16, 2018, the employment agreement

was amended granting Mr.

Redmond 10 million shares of common stock.

No other provision of the employment contract was amended, and the

amendment was explicit on that provision.

On November 28, 2018, the employment agreement was again amended to include 4.7 million of the

10 million shares to be provided by the Company and 5.3 million to be provided by Green Energy Alternatives, LLC, which shares were returned

to treasury in June 2021.

No other provision of the employment contract was amended, and the amendment was explicit on that provision.

On July 31, 2021, Mr.

Redmond received 5.3 million

shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement.

The Company recognized $53,000

of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, for the year ended July 31, 2021.

On March 1, 2021, as part of the Prevacus

Vanlandingham’s employment agreement, Dr.

Vanlandingham was granted 1,000,000 stock options with a fair market

value of $941,000.

250,000 shares vested on signing of closing documents;

250,000 shares vest on

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

and 250,000 shares vest upon us being

accepted on NASDAQ.

This amount is being expensed over the life of the awards and $587,234 was expensed to General and

administrative expenses in the fiscal year ended July 31, 2021.

In March and May 2021, the Company entered in a letter agreement loan

with Prevacus Inc.

for $2,500 and $5,000, respectively.

The loan has an annual interest rate of 3% per annum and principal and interest

are due June 2021.

At July 31, 2021, the loans have not been repaid and continue to accrue interest.

Going Concern

We did not recognize any revenues for the years

ended July 31, 2021 or 2020 and we had an accumulated deficit of $45,733,823 as of July 31, 2021.

For the foreseeable future, we expect

to experience continuing operating losses and negative cash flows from operations.

Cash available at July 31, 2021 of $556,584 may not

provide enough working capital to meet our current operating expenses through October 29, 2022.

The operating deficit indicates substantial doubt

about our ability to continue as a going concern.

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

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

We may obtain capital

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

There can be no assurance

that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can

be obtained on commercially reasonable terms.

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

to further scale down or perhaps even cease operations.

The issuance of additional equity securities could

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

Obtaining commercial loans, assuming those loans

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

Our financial statements do not include adjustments that

might result from the outcome of this uncertainty.

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

pandemic continues to severely impact the U.S.

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

Political, legal

or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products

have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future.

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

For example, several

countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products

that we distribute or use in our business, including key components or raw materials.

Governmental authorities in many countries, including

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

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

If we are unable to raise additional capital by

October 29, 2022, we will adjust our current business plan.

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

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

(see Note 8 above).

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

doubt about our ability to continue as a going concern.

Subsequent Events

On October 22, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with LPC pursuant to which we received $250,000 in cash from LPC and LPC received (i) 833,333

restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares, and (iii)

833,333 warrants exercisable at $0.50 per common share expiring in five years.

Tysadco Partners

On August 29, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we entered into a $250,000 face value convertible promissory

note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022.

We received $250,000 net cash

from the issuance of the promissory note and issued 200,000 inducement shares of common stock with a fair value of $76,000.

On October 18, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received

(i) 833,333 restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares,

and (iii) 833,333 warrants exercisable at $0.50 per common share expiring in five years.

In August and September 2021,

we sold an additional 974,482 shares of our common stock to LPC for total proceeds $367,036.

As of October 29, 2021, remaining purchase

availability was $8,411,489 and remaining shares available were 16,143,566.

At the annual shareholder meeting held September

14, 2021 the stockholders approved the proposal to change the name of the Company to “Odyssey Health, Inc.”

the Board discretionary authority to amend our Certificate of Incorporation to effect the name change in

the state of Nevada.

The Officers of the Company have filed an amendment to the Certificate of Incorporation with the State of Nevada,

and are awaiting approval from the Nevada Secretary of State.

Reverse Split

At the annual shareholder meeting held September

14, 2021 the stockholders approved the proposal to grant 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 amendment did not change the number of authorized shares of Common Stock

or Preferred Stock or the relative voting power of our stockholders.

The number of authorized shares will not be reduced.

The number of

authorized but unissued shares of our Common Stock will materially increase and will be available for reissuance.

We reserve the right

not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision

as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions,

existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely effect of such results

on the market price of our Common Stock.

2021 Omnibus Stock Incentive Plan

At the annual shareholder meeting held September

14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan.

The purposes of the Amended and Restated

2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide

incentives for productivity and the opportunity to share in the our growth and value.

Subject to certain adjustments, the maximum number

of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other

stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The prior auditor firm,

Piercy Bowler Taylor & Kern, Certified Public Accountants, was acquired by BDO USA, LLP.

On reflection, the Board of Directors

determined that Turner Stone & Co., LLP was a more appropriate auditing firm than BDO USA, LLP.

Piercy Bowler Taylor &

Kern, Certified Public Accountants, as acquired by BDO USA, LLP’s report on the financial statements for either of the past

two years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit

scope, or accounting principles.

The audit report contained a “going concern”

The decision to change

accountants was recommended and approved by the Board of Directors.

In fiscal 2018 and

2019 and the first three quarters of fiscal 2020, there were no disagreements with the former accountant on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or procedure.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data