What changed in this filing

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Item 9A. Controls and Procedures

2021-10-29 compared with 2020-11-16 · 1036 added, 573 removed, 98 unchanged (94% of the section changed)

Controls and Procedures

Evaluation of Disclosure Controls and

Management, with the

participation of the Company’s Chief Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure

controls and procedures as of July 31, 2020.

Evaluation of Disclosure Controls and Procedures

Management, with the participation of our Chief

Executive Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of April 30,

The term “disclosure controls and procedures,”

as defined in Rules 13a-15(e)

and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), means controls and other

procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in

the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act

is accumulated and communicated to the company’s management, including its principal executive and principal financial officers,

as appropriate to allow timely decisions regarding required disclosure.

Management recognizes that any controls and procedures,

no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation

of our disclosure controls and procedures as of July 31, 2020, our Chief Executive Officer and Chief Accounting Officer concluded

that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are described below

in Management's Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were not effective.

Management's Annual Report on Internal

Control Over Financial Reporting

In light of the material

weakness described below, as of July 31, 2020, prior to the filing of this Form 10-K for the period ended July 31, 2020, management

determined that key controls were performed timely and additional procedures were performed, including validating the completeness

and accuracy of the underlying data used to support the amounts reported in the financial statements.

These control activities

and additional procedures have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in

this Form 10-K fairly present, in all material respects, our financial position, results of operations, statement of shareholder

equity and cash flows for the periods presented in conformity with United States GAAP.

We are responsible

for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)

and 15d-15(f) under the Exchange Act.

Internal control over

financial reporting includes those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable

detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions

are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,

and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors;

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our

assets that could have a material effect on the financial statements.

as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure

that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed,

summarized and reported, within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include,

without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that

it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal

executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Management recognizes

that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal

control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material

misstatements.

In addition, effective internal control at a point in time may become ineffective in future periods because of changes

in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

A material weakness

is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood

that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Under the supervision

and with the participation of our president, we conducted an evaluation of the effectiveness of our internal control over financial

reporting, as of July 31, 2020, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee

of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on our evaluation under this framework, we concluded

that our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.

that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives.

Based on the evaluation of our disclosure controls and procedures as of July 31, 2021, our Chief Executive Officer and Chief Accounting

Officer concluded that, as of such date, as a result of the material weaknesses in internal control over financial reporting that are

described below in Management’s Report on Internal Control Over Financial Reporting, our disclosure controls and procedures were

not effective.

Management's Annual Report on Internal Control

Over Financial Reporting

In light of the material weakness described below,

as of July 31, 2021, prior to the filing of this Form 10-K for the period ended July 31, 2021, management determined that key controls

were performed timely and additional procedures were performed, including validating the completeness and accuracy of the underlying data

used to support the amounts reported in the financial statements.

These control activities and additional procedures have allowed us to

conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K fairly present, in all material respects,

our financial position, results of operations, statement of shareholder equity and cash flows for the periods presented in conformity

with United States GAAP.

We are responsible for establishing and maintaining

adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Internal control over financial reporting includes

those policies and procedures that:

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures

are being made only in accordance with authorizations of its management and directors;

and (3) provide reasonable assurance regarding

prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the

financial statements.

Management recognizes that there are inherent

limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only

reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements.

effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration

in the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency,

or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of

the annual or interim financial statements will not be prevented or detected.

Under the supervision and with the participation

of our president, we conducted an evaluation of the effectiveness of our internal control over financial reporting, as of July 31, 2021,

based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in 2013.

Based on our evaluation under this framework, we concluded that our internal control over financial reporting

was not effective as of the evaluation date due to the factors stated below.

Insufficient Resources:

have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.

Inadequate Segregation

We have an inadequate number of personnel to properly implement control procedures.

We are committed to

improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist

the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant

accounts, which will mitigate the lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing

additional outside directors and audit committee members in the future.

We have discussed the

material weakness noted above with our independent registered public accounting firm.

Due to the nature of this material weakness,

there is a more than remote likelihood that misstatements, which could be material to the annual or interim financial statements

could occur that would not be prevented or detected.

We are committed to improving the internal controls

and will (1) continue to use third party specialists to address shortfalls in staffing and to assist us with accounting and finance responsibilities,

(2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the lack of segregation of duties

until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit committee members in the

We have discussed the material weakness noted

above with our independent registered public accounting firm.

Due to the nature of this material weakness, there is a more than remote

likelihood that misstatements, which could be material to the annual or interim financial statements could occur that would not be prevented

This annual report does not include an attestation

report of our registered public accounting firm regarding internal control over financial reporting.

Our report was not subject to attestation

by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only our report in

this annual report.

does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that

permit the Company to provide only our report in this annual report.

Changes in Internal Controls Over Financial

There have been no

changes in our internal control over financial reporting that occurred during the quarter ended July 31, 2020, that have materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There have been no changes in our internal control

over financial reporting that occurred during the quarter ended July 31, 2021, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

Executive Officers and Directors

The following table

sets forth information about our executive officers and directors as of the date of this filing:

Executive Officers:

Joseph Michael Redmond

CEO, President and Director

The following table sets forth

information about our executive officers and directors as of the date of this filing:

Position with Odyssey

Held Position Since

Joseph Michael Redmond

CEO, President and Director

Jacob Vanlandingham

Executive Officer

Chief Executive Officer, President and Chairman of the Board

Jeffrey Conroy

Chief Financial Officer and Secretary

Vanlandingham

Director and Vice President of Drug Development

No Family Relationships

There are no family relationships

among any directors or executive officers.

Business Experience and Background of Directors

and Executive Officers

Joseph Michael Redmond

has over 30 years commercial experience in medical device companies.

Redmond held various sales and marketing positions

at Abbott Laboratories, a multi-billion dollar healthcare company.

Redmond then went on to help start KMC Systems Inc., now

a leading private label developer and manufacturer of medical devices.

Redmond was in charge of Sales and Marketing and grew

the company from start-up to over $50 million in revenue.

KMC was sold to Elbit systems in 1996.

Redmond then joined Bioject

Medical Technologies, Inc.

as its VP of Sales and Marketing.

Bioject was a medical device company specializing in unique drug delivery

technologies.

Redmond helped raise over $15 million in capital, entered several licensing and distribution deals with major

biotech and pharmaceutical companies and grew the market cap of the company from under $10 million to over $400 million.

was VP of Business Development for DxTech, Inc.

a start-up company developing a unique point of care diagnostic testing platform.

DxTech was sold in 2009.

Redmond was recently CEO of Parallax Health where he acquired two business and three different patented

technologies.

believe that Mr.

Redmond possesses specific attributes that qualify him to serve on the board of directors, including his extensive

experience in the health and wellness industry while working with and managing companies within the industry and as a board member

his knowledge about product strategies and marketing will assist the company in developing businesses.

Redmond has management

experience in a publicly traded company.

has served as our Chief Executive Officer, President and Chairman of the Board since 2017.

Redmond has over 30 years commercial experience

in medical device companies.

Prior to joining Odyssey, Mr.

Redmond served as CEO of Parallax Health Sciences, Inc., a healthcare related

company, from 2010 to 2017 where he acquired two businesses and three different patented technologies.

Prior to this, Mr.

of Business Development for DxTech, Inc., a start-up company developing a unique point of care diagnostic testing platform, from

2007 to 2009 when the company was sold.

Prior to this, Mr.

Redmond served as the V.P.

of Sales and Marketing for Bioject Medical Technologies,

(“Bioject”), a medical device company specializing in unique drug delivery technologies, from 1996 to 2007.

Redmond helped raise over $15 million in capital, entered into several licensing and distribution deals with major biotech

and pharmaceutical companies and grew the market cap of the company from under $10 million to over $400 million.

Prior to this, Mr.

held various sales and marketing positions at Abbott Laboratories a multi-billion dollar healthcare company and helped start KMC Systems

Inc., now a leading private label developer and manufacturer of medical devices and instrumentation.

Redmond was in charge of Sales

and Marketing and grew the company from start-up to over $50 million in revenue.

Redmond has a B.A.

degree from Denison University.

We believe that Mr.

Redmond possesses specific

attributes that qualify him to serve on the board of directors, including his extensive experience in the health and wellness industry

while working with and managing companies within the industry and as a board member his knowledge about product strategies and marketing

will assist the company in developing businesses.

Redmond has management experience in a publicly traded company.

Casey has been a Director since September 2019.

Casey has been a leader in the life science industry for over 30 years.

Enjoying a long tenure as a senior executive at Genzyme

Corporation, Mr.

Casey was the driver behind Genzyme’s commercial success in the diagnostics arena, building a $175 million

business which Genzyme sold to Japan-based Sekisui Chemical in 2011.

Casey became the President and Chief Operating Officer

of the new entity, Sekisui Diagnostics, LLC, until the end of 2014.

Since leaving the company, Mr.

Casey has been actively involved

in several life sciences ventures, both as an advisor and an investor, while serving on multiple Boards.

While President and COO,

Casey served as a senior executive at Genzyme Corporation, a biotechnology company, from 1989 to 2011.

Casey was the driver behind

Genzyme’s commercial success in the diagnostics arena, building a $175 million business which Genzyme sold to Japan-based Sekisui

Chemical in 2011.

Casey then became the President and COO of the new entity, Sekisui Diagnostics, LLC, until the end of 2014.

President and COO, Mr.

Casey established the strategic direction for the company;

led the global organization, including the commercial, operations,

research and development, finance, human resources, and legal functions;

led the global organization, including the commercial,

operations, research and development, finance, human resources, and legal functions;

and achieved the annual and long-term financial objectives

of the business.

Casey has been actively involved in several life sciences ventures, both as an advisor and an investor, while

serving on multiple Boards.

Since 2015, Mr.

Casey has been actively involved in several life sciences ventures, both as an advisor and an investor,

while serving on multiple Boards.

Casey holds an M.B.A.

degree in Finance and a B.A.

degree in Political Science from the University

of Connecticut.

Casey provides the Board with valuable insights into the life sciences industry as well as expertise in the

commercialization of products.

Casey has management experience in a publicly traded company.

Conroy is an operating and business development executive with over 30 years in the life science industry across therapeutics

and medical devices.

Conroy is the Chairman and CEO of Embody, a DARPA-funded medical device company developing regenerative

implants for tendon and ligament repair.

Since 2012, he has served as the Head of Corporate Development for Especificos Stendhal

Jeffrey Conroy has

been a Director since August 2019.

Conroy is an operating and business development executive with over 30 years in the life science

industry across therapeutics and medical devices.

Conroy has served as the Chairman and CEO of Embody, a DARPA-funded medical device

company developing regenerative implants for tendon and ligament repair, from July 2015 to present.

From 2012 to 2019, he served as the

Head of Corporate Development for Especificos Stendhal S.A.

de C.V., a Latin American specialty pharmaceutical company.

He is the Managing Director of Windward Investments - structuring

licensing partnerships for life science companies.

Conroy is an independent director of Cingulate Therapeutics, a CNS company

developing ADHD therapeutics.

also currently the Managing Director of Windward Investments, where he structures licensing partnerships for life science companies.

Conroy is an independent director of Cingulate Therapeutics, a CNS company developing ADHD therapeutics.

Conroy holds a B.S.

in Business Administration from Providence College.

management experience in a publicly traded company.

John Gandolfo

has approximately 30 years of experience as a chief financial officer of multiple rapidly growing private and publicly held companies

with a primary focus in the life sciences, healthcare and medical device areas.

Gandolfo has had direct responsibility over

capital raising, including five public offerings, financial management, mergers and acquisition transactions and SEC reporting

throughout his professional career.

Gandolfo is currently Chief Financial Officer of Eyenovia, Inc., a late-stage ophthalmic

biopharmaceutical company.

Gandolfo was Chief Financial Officer of Xtant Medical Holdings, Inc.

from July 2010 through September

He served as the Chief Financial Officer for Progenitor Cell Therapy LLC from January 2009 to June 2010.

Conroy provides the Board with valuable insights into the global life sciences

industry as well as expertise in business development product licensing.

Conroy has management experience in a publicly traded company.

Farrell joined Odyssey April 2019 as a financial consultant serving as our Controller and Secretary and became Chief

Financial Officer and Secretary in January 2021.

From 2014 to April 2019, Ms.

Farrell worked as an independent contractor working

with small companies providing financial management.

From February 1997 to 2014, Ms.

Farrell was Vice President of Finance for

Bioject Medical Technologies Inc., a medical device company specializing in unique drug delivery technologies.

Prior to joining

Progenitor, Mr.

Gandolfo served as the Chief Financial Officer of Power Medical Interventions, Inc.

Farrell held accounting and financial management positions with Spar-Tek Industries, a manufacturer of high

quality and cutting-edge technology for the plywood industry, and Action Machinery, a seller of new and used robotic machine tools

and equipment.

Farrell holds a B.A.

degree in Accounting from the University of Washington and an M.B.A.

from Willamette

University in Salem, Oregon.

has been a Director since October 2019.

Gandolfo has approximately 33 years of experience as a Chief Financial Officer (“CFO”)

of multiple rapidly growing private and publicly held companies with a primary focus in the life sciences, healthcare and medical device

Gandolfo has had direct responsibility over capital raising, including five public offerings, financial management, mergers

and acquisition transactions and SEC reporting throughout his professional career.

Gandolfo serves as CFO of Eyenovia, Inc., a late-stage

ophthalmic biopharmaceutical company, from January 2018 to present.

Prior to this, Mr.

Gandolfo was CFO of Xtant Medical Holdings, Inc.,

a biologics company, from July 2010 through September 2017.

Prior to this, he served as the CFO for Progenitor Cell Therapy LLC from January

2009 to June 2010 and, before that, as CFO of Power Medical Interventions, Inc.

from January 2007 to January 2009.

Gandolfo was the Chief Financial Officer of Bioject Medical Technologies, Inc.

He was also the Chief Financial Officer

of Capital Access Network, Inc, from 2000 through September 2001, and Xceed, Inc.

Gandolfo was the

CFO of Bioject Medical Technologies, Inc.

prior to this.

He was also the CFO of Capital Access Network, Inc., from 2000 through September

2001, and Xceed, Inc.

from 1999 to 2000.

From 1994 to 1999, Mr.

was Chief Financial Officer and Chief Operating Officer of Impath, Inc.

From 1987 through 1994, he was Chief Financial Officer

of Medical Resources, Inc.

Gandolfo was CFO and COO of Impath, Inc.

From 1987 through 1994, he was

CFO of Medical Resources, Inc.

Gandolfo received his B.A.

in business administration from Rutgers University.

management experience in a publicly traded company.

Jacob ‘Jake’

Vanlandingham is the Founder and President of Prevacus, Inc.

Vanlandingham has a B.S.

Therapy and spent 3-years working with neurologically-impaired children with brain injuries in and around the time of birth.

is in Neuroscience from Florida State University with a molecular biology focus on disease.

His Post-doctoral work was in

translational research and neurobehavioral aspects of diseases at Emory University.

At Emory he also oversaw the clinical biomarker

study for the ProTECT clinical trial using progesterone for acute treatment of severe to moderate TBI as the Assistant Director

of the Brain Research Laboratory the largest laboratory in the Emergency Medicine Department.

Vanlandingham has an excellent

teaching record and has won multiple awards with both graduate and undergraduate students.

He was a Year One Director of the Florida

State University Medical School for eight years before devoting all of his time to Prevacus, Inc.

starting in 2015.

degree in Business Administration from Rutgers University.

is currently a member of the Board of Directors of Electrocore, Inc.

and sits on their audit committee.

Gandolfo provides the Board

with his extensive management and finance experience in publicly traded companies and as well as his knowledge of the capital markets.

In addition, Mr.

Gandolfo has chaired several audit committees.

has been a Director since May 2021.

Richardson has over 30 years of experience as a global operations and quality leader.

He possesses strong operations and quality experience that includes change management, multi-plant operations, financial acumen, supply

chain/vendor management, strategic business development, start-up planning and execution, new product introductions and lean deployment.

From November 2020 to present, Mr.

Richardson has served as the Vice President of Quality and Continuous Improvement for Advanced Drainage

Systems, which is an industry leader in the design and manufacturing of products supporting water management solutions.

From September

2011 to October 2020, Mr.

Richardson held positions at Danaher Corporation, a multi-billion-dollar global manufacturer of Diagnostic,

Life Sciences, Product Identification, Water Quality and Environmental/Applied Solutions products and services.

His most recent positions

included Corporate Director of Danaher Business Systems “DBS”

Integration Regulatory Affairs and Compliance and Corporate

Director, of DBS Operations and Lean.

From February 2008 to July 2011, Mr.

Richardson was Director of Operations, Continuous Improvement

for Stryker Orthopaedics, a multi-billion dollar global manufacturer of Orthopaedics.

Prior to this, Mr.

Richardson held various positions

at Bioject Medical Technologies, Inc., Baxter Healthcare and Texas Instruments.

From 1984 to 1987 he was a Lieutenant, Field Artillery,

with the U.S.

He holds a B.S.

degree in Engineering from the U.S.

Military Academy, West Point, NY.

Richardson has extensive

management experience in manufacturing, regulatory and quality assurance of FDA approved medical products.

Vanlandingham has been a Director from June 2019 until September 2021 and joined Odyssey March 2021 as the Vice President

of Drug Development.

Vanlandingham founded Prevacus, a development stage company focusing on new treatments for concussions, in 2013.

He has served as its President since that time.

Vanlandingham spent three years working with neurologically impaired children with

brain injuries in and around the time of birth.

is in Neuroscience with a molecular biology focus on disease.

His Post-doctoral

work was in translational research and neurobehavioral aspects of diseases at Emory University.

At Emory, he also oversaw the clinical

biomarker study for the ProTECT clinical trial using progesterone for acute treatment of severe to moderate traumatic brain injury, as

the Assistant Director of the Brain Research Laboratory, the largest laboratory in the Emergency Medicine Department.

Vanlandingham

has an excellent teaching record and has won multiple awards with both graduate and undergraduate students.

He was a Year One Director

of the Florida State University Medical School for eight years before devoting all of his time to Prevacus starting in 2015.

Vanlandingham

holds a Ph.D.

in Neuroscience from Florida State University, and a B.S.

in Physical Therapy from Florida A & M University.

member of the Society for Neuroscience, American Society for Nutritional Sciences, National Neurotrauma Society, Faculty for Undergraduate

Research in Neuroscience, and the International Association of Medical Science Educators.

Vanlandingham provides the Board with experience

and knowledge in the neurology field and specific drug development expertise.

Code of Ethics

We have adopted a Code

of Ethics that applies to our directors, officers and all employees.

It may be obtained free of charge by writing to Odyssey Group

International, Inc., Attn:

We have adopted a Code of Ethics that applies

to our directors, officers and all employees.

It may be obtained free of charge by writing to Odyssey Group International, Inc., Attn:

Chief Executive Officer, 2372 Morse Avenue, Irvine, CA 92614.

Board of Directors

Our board of directors

currently consists of five members.

Our bylaws permit our board of directors to establish by resolution the authorized number of

directors, and five directors are currently authorized.

Our board of directors currently consists of five

Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and five directors are

currently authorized.

Director Independence

Under the rules of

the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors,

and each member of a listed company’s audit, compensation, and nominating and corporate governance committees must be independent

Under the same rules, a director will only qualify as an “independent director”

if that company’s board

of directors affirmatively determines that such director has no material relationship with that company, either directly or as

a partner, shareholder or officer of an organization that has a relationship with that company.

We evaluate independence by the

standards for director independence established by applicable laws, rules, and listing standards including, without limitation,

the standards for independent directors established by The New York Stock Exchange, Inc., the NASDAQ National Market, and the Securities

and Exchange Commission.

Subject to some exceptions, these standards

generally provide that a director will not be independent if (a) the director is, or in the past three years has been, an employee

(b) a member of the director’s immediate family is, or in the past three years has been, an executive officer of

compensation from us other than for service as a director (or for a family member, as a non-executive employee);

(d) the director

or a member of the director’s immediate family is, or in the past three years has been, employed in a professional capacity

by our independent public accountants, or has worked for such firm in any capacity on our audit;

(e) the director or a member of

the director’s immediate family is, or in the past three years has been, employed as an executive officer of a company where

one of our executive officers serves on the compensation committee;

or (f) the director or a member of the director’s immediate

family is an executive officer of a company that makes payments to, or receives payments from, us in an amount which, in any twelve-month

period during the past three years, exceeds the greater of $1,000,000 or two percent of that other company’s consolidated

gross revenues.

Based on these standards, we have determined that our director is not an independent director.

Our board of directors

has determined Messrs.

Casey, Conroy and Gandolfo are “independent directors”

as defined in the NASDAQ listing standards

and applicable SEC rules.

In addition, following

the effectiveness of the registration statement of which this report is a part, the members of our audit committee must satisfy

the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3.

to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity

Under the rules of the national securities exchanges,

a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s

audit, compensation, and nominating and corporate governance committees must be independent as well.

Under the same rules, a director

will only qualify as an “independent director”

if that company’s board of directors affirmatively determines that such

director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that

has a relationship with that company.

We evaluate independence by the standards for director independence established by applicable laws,

rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National

Market, and the Securities and Exchange Commission.

Our Board has determined Messrs.

Casey, Conroy,

Gandolfo and Richardson are “independent directors”

as defined in the NASDAQ listing standards and applicable SEC rules.

In addition, we determined that the members of

our audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity

as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any

consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the

company or any of its subsidiaries.

Committees of our Board of Directors

In October 2019,

the Board of Directors of the Company established audit, compensation and nominating and corporate governance, committees.

Board of Directors currently consists of five members, three of whom are considered independent.

We established an audit committee, which consists of three independent directors.

committee's duties are to recommend to the Company's board of directors, the engagement of independent auditors to audit our

financial statements and to review its accounting and auditing principles.

The audit committee reviews the scope, timing and

fees for the annual audit and the results of audit examinations performed by the internal auditors and independent public

accountants, including their recommendations to improve the system of accounting and internal controls.

(1) accept, directly or indirectly, any consulting,

advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of

its subsidiaries.

Our Board met eight times in fiscal 2021 and all

of our directors attended at least 75% of the meetings of our Board and of the meetings held by the committee(s) on which they served,

except for Mr.

Richardson, who joined the Board on May 6, 2021.

Currently, we do not have a policy requiring our Board members' attendance

at the annual stockholders meeting.

Committees of the Board

Our Board currently has three standing committees:

an Audit Committee, a Compensation Committee, and a Corporate Governance and Nominating Committee.

Each committee is governed by a written

The full text of each committee charter is available on our website located at www.odysseygi.com/investor-relations or in print

to any interested party who requests it.

The Audit Committee

is composed exclusively of directors who are, in the opinion of our Board of Directors, free from any relationship which

would interfere with the exercise of independent judgment as a committee member and who possess an understanding of financial

statements and generally accepted accounting principles.

Gandolfo is the Audit Chair and qualifies as a financial expert

as defined by SEC rules and Messrs.

Casey and Conroy serve as members.

There were three audit committee meetings and all

members were in attendance.

We established a compensation committee, which consists of three independent directors.

The Audit Committee assists our Board in fulfilling

its oversight responsibility for the (i) financial reporting process, (ii) the system of internal control over financial reporting, (iii)

the audit process, and (iv) our process for monitoring compliance with laws and regulations and the code of conduct.

In fulfilling the duties outlined in its charter,

the Audit Committee, among other things, shall have the authority and responsibility to:

select, evaluate and, where appropriate, replace our independent registered public accounting firm;

review and confirm the independence of the external auditors by obtaining statements from the auditors on relationships between the auditors and the company, including non-audit services, and discussing the relationships with the auditors;

review and discuss with management and our independent registered public accounting firm, prior to release to the general public and legal and regulatory agencies, our annual audited financial statements and quarterly financial statements, including disclosures contained in our Annual Report on Form 10-K under the section heading “Management's Discussion and Analysis of Financial Condition and Results of Operations,”

and matters required to be reviewed under applicable legal, regulatory or public company exchange listing requirements;

consider the effectiveness of our internal control over annual and interim financial reporting, and understand the scope of internal and external auditors’

review of internal control over financial reporting, and obtain reports on significant findings and recommendations, together with management’s responses;

review the effectiveness of the internal audit function, including compliance with The Institute of Internal Auditors’

Standards for the Professional Practice of Internal Auditing;

review management's report on internal control over financial reporting and discuss with management and the independent registered public accounting firm any significant deficiencies or material weaknesses in the design or operation of our internal controls;

retain outside counsel, accountants or others to advise the committee or assist in the conduct of an investigation;

seek any information it requires from employees or external parties and meet with company officers, external auditors or outside counsel, as necessary.

A copy of the full text of the Audit Committee

Charter can be found on our website at www.odysseygi.com.

The Audit Committee is comprised of three independent

Gandolfo (Chair) and our financial expert;

and Jerome H.

Casey and Jeffrey Conroy.

The Audit Committee was formed in

October 2019 and met four times in fiscal 2021.

The Compensation Committee

responsible for determining executive and director compensation.

In considering and determining executive and director compensation,

our compensation committee will be responsible for reviewing compensation that is paid by other similar public companies to its

officers and will take that into consideration in determining the compensation to be paid to the Company’s officers.

compensation committee determines and approves any non-cash compensation to any employee.

We have not and do not intend to engage

consultants in determining or recommending the compensation to our officers or employees.

Conroy is the Compensation Committee

Chair and Messrs.

Casey and Gandolfo serve as members.

The Committee did not meet in 2020.

Corporate Governance

The Compensation Committee was established to

support the Board in fulfilling its fiduciary responsibilities relating to compensation of our executive officers, the adoption of policies

that govern our compensation and benefit programs, oversight of plans for executive officer development and succession and ensuring compliance

with regulatory bodies where applicable.

The Compensation Committee is responsible for overseeing the compensation of our employees, including

equity-based plans, and employee benefit plans and practices, including the compensation and benefits of our executive officers.

The Compensation

Committee also administers our Amended and Restated 2021 Omnibus Stock Incentive Plan.

In fulfilling the duties outlined in its charter,

the Compensation Committee, among other things, shall:

assist the Board in establishing CEO annual goals and objectives and recommend the CEO’s annual compensation including salary, bonus, incentive and equity compensation, as applicable, to the other independent members of the Board for approval;

review the structure and competitiveness of our CEO’s compensation programs considering the following factors:

(i) the attraction and retention of the CEO;

(ii) the motivation of the CEO to achieve our business objectives;

and (iii) the alignment of the interests of the CEO with the long-term interests of our stockholders;

oversee the evaluation of the performance of our other executive officers and approve the annual compensation, including salary, bonus, incentive and equity compensation, for executive management;

review the structure and competitiveness of our executive compensation programs considering the following factors:

(i) the attraction and retention;

(ii) the motivation of executive management to achieve our business objectives;

and (iii) the alignment of the interests of executive management with the long-term interests of our stockholders;

with respect to SEC reporting requirements, review and discuss with management our compensation discussion and analysis, and oversee the preparation of, and approve, the Compensation Committee's report on executive compensation to be included in our proxy statement.

The Compensation Committee currently has three

independent members:

Jeffrey Conroy (Chair), John P.

Gandolfo and Ricky W.

The Compensation Committee was formed in October

2019 and met two times in fiscal 2021.

Pursuant to its charter, the Compensation Committee

has the authority, to the extent it deems necessary or appropriate, to retain compensation consultants, independent legal counsel or other

advisors and has the authority to approve the fees and other retention terms with respect to such advisors.

From time to time the Compensation

Committee may engage compensation consultants to advise it on certain matters.

A copy of the full text of the Compensation Committee

Charter can be found on our website at www.odysseygi.com.

Compensation Committee Interlocks and Insider

Participation

During fiscal 2021, the Compensation Committee was comprised of three independent directors:

Jeffrey Conroy (Chairman) and John P.

Gandolfo, Ricky W.

Richardson and Dr.

Vanlandingham, a non-independent director.

of the Company is on the board or compensation committee of any other company where a member of the Odyssey Compensation Committee is

The Corporate Governance and Nominating

The Corporate Governance

and Nominating Committee was established to support the Board in fulfilling its fiduciary duties to appoint the best-qualified candidates

for the Board, and CEO positions.

In fulfilling the duties outlined in its charter,

the Corporate Governance and Nominating Committee, among other things, shall:

identify individuals qualified to become members of our Board and select director nominees to be presented for stockholder approval at our annual meeting of stockholders;

review nominations against the selection criteria established by this Committee and develop a slate of nominees that represents those criteria for board selection;

vet all candidates to ensure that they have the proper competencies, experience and willingness to fulfill their duties and responsibilities as board directors;

ensure that the board composition reflects the necessary criteria that meets best practices for independence and diversity.

The Corporate Governance and Nominating Committee

will consider recommendations for directorships submitted by stockholders.

Stockholders who wish the Corporate Governance and Nominating

Committee to consider their directorship recommendations should submit their recommendations in writing to Odyssey Group International,

Inc., 2372 Morse Avenue, Irvine, CA 92614, Attn:

Chairman of the Corporate Governance and Nominating Committee.

Recommendations by stockholders

that are made in accordance with these procedures will receive the same consideration given to nominations made by the Corporate Governance

and Nominating Committee.

We established a corporate governance and nominating committee, which consists of three independent

The nominating committee is a committee of the Company established to support the board of directors in fulfilling its

fiduciary duties to appoint the best-qualified candidates for the board of directors, board president-elect and CEO positions.

Casey is the Corporate Governance and Nominating Committee Chair and Messrs.

Conroy and Gandolfo serve as members.

The Committee

did not meet in 2020.

Indemnification

of Directors and Officers

Sections 78.7502 and

78.751 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances,

be indemnified against expenses (including attorneys’

fees) and other liabilities actually and reasonably incurred by them

as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner

that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal

action or proceeding, if they had no reasonable cause to believe their conduct was unlawful.

Section 78.7502 of the Nevada Revised

Statutes also provides that directors and officers of Nevada corporations also may be indemnified against expenses (including attorneys’

fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner

that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification

may be made without court approval if such person was adjudged liable to the corporation.

Article VIII of our

articles of incorporation provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify

our directors, officers and certain other persons.

Article V, Section 1 of our bylaws provides that our directors, officers and

certain other persons shall be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of

Anti-Takeover Effects of Provisions

of Nevada State Law

We may be or in the

future we may become subject to Nevada's control share law.

A corporation is subject to Nevada's control share law if it has more

than 200 stockholders, at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business

in Nevada or through an affiliated corporation.

The law focuses on

the acquisition of a “controlling interest,”

which means the ownership of outstanding voting shares is sufficient,

but for the control share law to enable the acquiring person to exercise the following proportions of the voting power of the corporation

in the election of directors:

(1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or

(3) a majority or more.

The ability to exercise such voting power may be direct or indirect, as well as individual or in association

The effect of the control

share law is that the acquiring person, and those acting in association with that person, obtain only such voting rights in the

control shares as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting

of stockholders.

The control share law contemplates that voting rights will be considered only once by the other stockholders.

Thus, there is no authority to take away voting rights from the control shares of an acquiring person once those rights have been

If the stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do

not become permanent non-voting shares.

The acquiring person is free to sell its shares to others.

If the buyers of those shares

themselves do not acquire a controlling interest, their shares do not become governed by the control share law.

If control shares are

accorded full voting rights and the acquiring person has acquired control shares with a majority or more of the voting power, any

stockholder of record, other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to

demand fair value for such stockholder's shares.

Nevada's control share

law may have the effect of discouraging corporate takeovers.

In addition to the

control share law, Nevada has a business combination law, which prohibits certain business combinations between Nevada corporations

and "interested stockholders"

Nominees may be suggested

by directors, members of management, stockholders or, in some cases, by a third-party firm.

In identifying and considering candidates

for nomination to the Board, the Corporate Governance and Nominating Committee considers a candidate's quality of experience, the needs

and the range of talent and experience represented on our Board.

In evaluating particular candidates, the Corporate Governance and Nominating

Committee will review the nominee's qualifications to ensure that they have the proper competencies, experience and willingness to fulfill

their duties and responsibilities as board directors.

The Corporate Governance and Nominating Committee will also ensure that the board

composition reflects the necessary criteria that meets best practices for independence and diversity.

During fiscal

2021, the Corporate Governance and Nominating Committee was comprised of three independent directors:

Jeffrey Conroy (Chairman) and John

Gandolfo, Ricky W.

Richardson and Dr.

Vanlandingham, a non-independent director.

The Corporate Governance and Nominating

Committee was formed in October 2019 and met two times in fiscal 2021.

A full copy of the Corporate Governance and Nominating

Committee Charter can be found on our website at www.odysseygi.com.

Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Revised

Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses

(including attorneys’

fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against

them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or

not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable

cause to believe their conduct was unlawful.

Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers

of Nevada corporations also may be indemnified against expenses (including attorneys’

fees) actually and reasonably incurred by

them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed

to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged

liable to the corporation.

Article VIII of our articles of incorporation

provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and certain

other persons.

Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall be indemnified

and held harmless by us to the fullest extent permitted by the laws of the State of Nevada.

Anti-Takeover Effects of Provisions of Nevada

We may be or in the future we may become subject

to Nevada's control share law.

A corporation is subject to Nevada's control share law if it has more than 200 stockholders, at least 100

of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through an affiliated corporation.

The law focuses on the acquisition of a “controlling

interest,”

which means the ownership of outstanding voting shares is sufficient, but for the control share law to enable the acquiring

person to exercise the following proportions of the voting power of the corporation in the election of directors:

(1) one-fifth or more

but less than one-third, (2) one-third or more but less than a majority, or (3) a majority or more.

The ability to exercise such voting

power may be direct or indirect, as well as individual or in association with others.

The effect of the control share law is that the

acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares as are conferred

by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.

The control share law

contemplates that voting rights will be considered only once by the other stockholders.

Thus, there is no authority to take away voting

rights from the control shares of an acquiring person once those rights have been approved.

If the stockholders do not grant voting rights

to the control shares acquired by an acquiring person, those shares do not become permanent non-voting shares.

The acquiring person is

free to sell its shares to others.

If the buyers of those shares themselves do not acquire a controlling interest, their shares do not

become governed by the control share law.

If control shares are accorded full voting rights

and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record, other than

an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such stockholder's

Nevada's control share law may have the effect

of discouraging corporate takeovers.

In addition to the control share law, Nevada has

a business combination law, which prohibits certain business combinations between Nevada corporations and "interested stockholders"

for three years after the "interested stockholder"

first becomes an "interested

stockholder"

unless the corporation's board of directors approves the combination in advance.

For purposes of Nevada law,

an "interested stockholder"

is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or

more of the voting power of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation

and at any time within the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the

voting power of the then outstanding shares of the corporation.

The definition of the term "business combination"

sufficiently broad to cover virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets

to finance the acquisition or otherwise to benefit its own interests rather than the interests of the corporation and its other

stockholders.

The effect of Nevada's

business combination law is to potentially discourage parties interested in taking control of the company from doing so if it cannot

obtain the approval of our Board of Directors.

Family Relationships

There are no family

relationships among the directors and executive officers of our company.

first becomes an "interested stockholder"

unless the corporation's

board of directors approves the combination in advance.

For purposes of Nevada law, an "interested stockholder"

is any person

who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the outstanding voting shares of

the corporation, or (2) an affiliate or associate of the corporation and at any time within the three previous years was the beneficial

owner, directly or indirectly, of ten percent or more of the voting power of the then outstanding shares of the corporation.

The definition

of the term "business combination"

is sufficiently broad to cover virtually any kind of transaction that would allow a potential

acquirer to use the corporation's assets to finance the acquisition or otherwise to benefit its own interests rather than the interests

of the corporation and its other stockholders.

The effect of Nevada's business combination law

is to potentially discourage parties interested in taking control of the company from doing so if it cannot obtain the approval of our

Board of Directors.

Conflicts of Interest

There are no conflicts

of interest with any officers, directors or executive staff.

Involvement in Certain Legal Proceedings

To the best of our

knowledge, during the past five years, none of the following occurred with respect to a present or former director or executive

officer of the company:

(1) any bankruptcy petition filed by or against any business of which such person was a general partner

or executive officer either at the time of the bankruptcy or within two years prior to that time;

(2) any conviction in a

criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent

jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business,

securities or banking activities;

and (4) being found by a court of competent jurisdiction (in a civil action), the Securities

and Exchange Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities

law, and the judgment has not been reversed, suspended or vacated.

There are no conflicts of interest with any officers,

directors or executive staff.

Executive Compensation

The following Summary

Compensation Table provides certain summary information concerning the compensation of our Chief Executive Officer and Controller.

Name and Principal Position

The following Summary Compensation Table provides

certain summary information concerning the compensation of our named executive officers:

Summary Compensation Table

The following Summary Compensation Table provides

certain summary information concerning the compensation of our Chief Executive Officer and Controller for fiscal years 2021 and 2020.

Name and Principal

Other Compensation

Joseph Michael Redmond

President and Chief Executive Officer

Christine Farrell,

Controller and Secretary

Redmond agreed to defer salary payments until we have raised additional capital.

All accrued salary will be paid either in cash or stock, at the employee’s election.

If an employee elects to receive shares of our stock in lieu of cash, the number of shares will be determined based upon the fair market value on the date the employee notifies us of such election.

Excludes other compensation in the form of perquisites and other personal benefits that constitute less than $10,000.

4.7 million shares of common stock issued at $0.01 per share related to Mr.

Redmond’s employment agreement.

200,000 restricted stock units were granted March 9, 2020.

100,000 shares vested immediately and 100,000 shares vest on the first anniversary.

100,000 shares of common stock issued at a fair value of $6,000.

Equity Awards at Year-End

of July 31, 2020, Mr.

Redmond had options outstanding exercisable for 15 million shares of common stock at $0.25 per share, none

of which were vested.

All such options were cancelled in September 2020.

As of July 31, 2020, Ms.

Farrell was granted 200,000 restricted

stock at $2.24 per share units on March 9, 2020.

100,000 shares vested on March 9, 2020 and 100,000 shares vest on March 9, 2021.

Employment Agreements

Redmond has a written employment agreement for an initial three-year term, that commenced on December 7, 2017, which provides for

the following compensation terms for Mr.

Pursuant to the Employment Agreement, Mr.

Redmond will initially receive a base

salary of $120,000 per year, subject to increases after certain Company milestones are obtained as noted in the Agreement.

Redmond is eligible to participate in the Company’s performance-based cash incentive bonus program.

In connection with his

employment agreement, Mr.

Redmond received receive 10 million shares of stock and stock options exercisable for 15 million

shares of our common stock at $0.25 per share.

Of the 10 million shares of common stock, $5.3 million are held by Green Energy

Alternatives, Inc.

The options were to vest upon achieving certain revenue milestones.

The milestones were not met, and were cancelled

in September 2020.

Pension Benefits

We currently do not

maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement

Non-Qualified Deferred Compensation

We currently do not

maintain any nonqualified deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

Employee Benefit Plans

We currently do not

maintain any employee benefit plan of any kind for our employees.

Summary Director Compensation Table

$ 593,000 (1)

President, Chief Executive Officer and Chairman

Chief Financial Officer and Secretary

Jacob Vanlandingham

1,180,000 (7)

Vice President of Drug Development

__________________

In January 2021, we issued RSUs covering 3,000,000 shares

of our common stock, with a value of $540,000, which vest equally over 36 months.

The shares will be delivered in satisfaction of

the vested portion of this award upon the earlier of Mr.

Redmond’s cessation of service or a corporate transaction.

reflects the grant date fair value of the stock award computed in accordance with FASB ASC Topic 718.

See Note 2 Summary of Significant

Accounting Policies, of Notes to Financial Statements, for the assumptions used in the valuation.

In July 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.

As of July 31, 2021, Mr.

Redmond had accrued salary of $183,846.

All accrued salary will be paid either in cash or stock, at a future date.

Prior to becoming our Chief Financial Officer on January 1, 2021,

Farrell served as our Controller on a consultant basis and this amount includes $55,000 of consulting fees.

In January 2021, we issued RSUs covering 1,000,000 shares of our

common stock, with a value of $180,000, which vest equally over 36 months.

The shares will be delivered in satisfaction of the vested

portion of this award upon the earlier of Ms.

Farrell’s cessation of service or a corporate transaction.

This amount reflects

the grant date fair value of the stock award computed in accordance with FASB ASC Topic 718.

See Note 2 Summary of Significant Accounting

Policies, of Notes to Financial Statements, for the assumptions used in the valuation.

Includes health insurance premiums paid.

Vanlandingham received a signing bonus upon becoming an employee

on March 1, 2021

Vanlandingham received an option for 1,000,000 shares of common

stock at an exercise price of $1.18 per share.

See Note 2 Summary of Significant Accounting Policies and Note 7 Stock-Based Awards,

of Notes to Financial Statements, for the assumptions used in the valuation.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth certain information

regarding outstanding equity awards held by our NEOs as of July 31, 2021.

Option Awards

Number of Securities Underlying Unearned Unexercised Options (#) Exercisable

Number of Securities Underlying Unearned Exercised Options (#) Unexercisable

Option Exercise Price

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

Market Value of Shares or Units of Stock That Have Not Vested ($)

Joseph Michael Redmond

2,416,667 (1)

Jacob Vanlandingham Ph.D.

______________________

Redmond was granted 3,000,000 RSUs which vests equally over 36 months.

Farrell was granted 1,000,000 RSUs which vests equally over 36 months.

As part of his employment agreement, Dr.

Vanlandingham was granted

1,000,000 options at an exercise price of $1.18 per share and vesting as follows:

250,000 shares vest on signing of closing

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

shares vest upon our being accepted on NASDAQ.

Options Exercises and Stock

The following table provides

information about options exercised and stock awards vested for the NEOs during fiscal 2021.

Option Awards

Number of Shares

Acquired on Exercise

Realized on Exercise

Number of Shares

Acquired on Vesting

Realized on Vesting (1)

Joseph Michael Redmond

(1) The value realized on vesting was determined based on the fair value of our common stock when the shares vested.

Contractual Arrangements

On January 21, 2021, the Board and Mr.

entered into an employment agreement (the “Agreement”) for a three-year term, subject to one-year renewals.

Pursuant to the

Agreement, Mr.

Redmond receives an initial base salary of $300,000 per year, subject to an increase to $360,000 once the Company has obtained

a total of $5,000,000 in funding.

Redmond is eligible to participate in our performance-based cash incentive bonus program.

has accrued $183,846 in unpaid salary as of July 31, 2021, which will be paid at a future date in either cash or common stock.

is eligible to receive a bonus for each calendar year during the term of the Agreement, of between

50% and 150% of Base Salary , commencing with the 2021 calendar year, based on the attainment of individual and corporate performance

goals and targets established by mutual agreement between the Board and Mr.

Redmond prior to January 31 st of each calendar

In connection with this Agreement, Mr.

Redmond was granted RSUs covering 3,000,000 shares of o ur common stock, vesting in

equal monthly installments over 36 months, with accelerated vesting upon a change in control.

In addition, the Agreement provides for certain

payments and benefits in the event of a termination of Mr.

Redmond’s employment under specific circumstances.

If, during the term

of the Agreement, his employment is terminated by us other than for “cause,”

or he resigns for “good reason”,

he would be entitled to continuation of his base salary at the rate in effect immediately prior to the termination date for the greater

of (x) the time remaining in the current term (i.e.

the initial term or a subsequent term) or (y) 24 months following the termination

date (the “Severance Period”).

The Company will continue to pay for Mr.

Redmond’s health and dental coverage for the

shorter of (x) the severance period or (y) the maximum period permissible under COBRA.

In addition, he would receive eighty percent (80%)

percent of the maximum amount of his annual bonus for the calendar year in which the termination occurs, paid generally at the same time

as other executives receive their bonuses.

The Company will also assign any outstanding life insurance policies on Mr.

Redmond’s

Redmond, provided that he continue to pay applicable premiums to continue coverage.

The unvested portion of any outstanding

options or restricted stock units will vest upon such termination of employment.

Under the Agreement, “Cause”

generally that Mr.

Redmond (x) pleads guilty or is convicted of a felony, in connection with the performance of his obligations to the

Company, which materially and adversely affects his ability to perform such obligations, or (y) the commission and conviction by Mr.

of an act of fraud or embezzlement against the Company.

“Good Reason”

means generally the

material breach by the Company of the Agreement;

a reduction in base salary or benefits;

a diminution of title or responsibilities;

change in the reporting line such that Mr.

Redmond no longer reports directly to the Board;

the assignment to Mr.

Redmond of duties not

commensurate with his position as CEO;

a failure by the Company to reappoint Mr.

Redmond to a position held prior to a change in control;

elimination by the Company of equity-based compensation without providing equivalent substitutes thereunder;

the substantial diminution

Redmond’s fringe benefits;

the mandatory relocation of Mr.

Redmond’s principal residence in order to continue to serve

or the failure by the Company to require a successor entity to assume the Agreement.

Under the Agreement, Mr.

Redmond is generally

subject to a non-compete and non-solicit during his employment and for the duration of the Severance Period.

On January 21, 2021, the Board and Ms.

entered into an employment agreement (the “CFO Agreement”) for a three-year term, as Chief Financial Officer, subject to one-year

Farrell will initially receive a base salary of $120,000 per year, subject to an increase to $200,000 once the Company has

obtained a total of $5,000,000 in funding.

Farrell is eligible to receive a bonus for each calendar year during the term of the Agreement

of up to 20% of base salary, commencing with the 2021 calendar year, based on the attainment of individual and corporate performance goals

and targets established by the Board.

In connection with the CFO Agreement, Ms.

Farrell was granted RSUs covering 1,000,000 shares of

our common stock, vesting in equal monthly installments over 36 months, with accelerated vesting upon a change

In addition, the CFO Agreement provides for certain

payments and benefits in the event of a termination of Ms.

Farrell’s employment under specific circumstances.

If, during the term

of the CFO Agreement, her employment is terminated by us other than for “cause,”

or she resigns for “good reason,”

she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date for the greater

of (x) the time remaining in the current term (i.e.

the initial term of a subsequent term) or (y) 6 months following the termination date

(the “CFO Severance Period”).

The Company will continue to pay for Ms.

Farrell’s health and dental coverage for the

shorter of (x) the severance period or (y) the maximum period permissible under COBRA.

In addition, she would receive eighty percent (80%)

percent of the maximum amount of her annual bonus for the calendar year in which the termination occurs, paid generally at the same time

as other executives receive their bonuses.

The Company will also assign any outstanding life insurance policies on Ms.

Farrell’s

Farrell, provided that she continue to pay applicable premiums to continue coverage.

The unvested portion of any outstanding

options or restricted stock units will vest upon such termination of employment.

Under the Agreement, “Cause”

generally that Ms.

Farrell (x) pleads guilty or is convicted of a felony, in connection with the performance of her obligations to the

Company, which materially and adversely affects her ability to perform such obligations, or (y) the commission and conviction by Ms.

of an act of fraud or embezzlement against the Company.

“Good Reason”

means generally the

material breach by the Company of the CFO Agreement;

a 20% reduction in base salary;

a failure by the Company to reappoint Ms.

to a position held prior to a change in control;

elimination by the Company of equity-based compensation without providing equivalent

substitutes thereunder;

the substantial diminution of Ms.

Farrell’s fringe benefits;

the mandatory relocation of Ms.

Farrell’s

principal residence in order to continue to serve as CFO;

or the failure by the Company to require a successor entity to assume the CFO

Under the Agreement, Ms.

Farrell is generally

subject to a non-compete and non-solicit during her employment and for the duration of the Severance Period.

Vanlandingham Employment Agreement

On March 1, 2021, as part of the Prevacus, Inc.

Asset Purchase Agreement, Dr.

Vanlandingham was hired as Vice President of Drug Development.

In connection with his hiring, Dr.

Vanlandingham received an annual base salary of $240,000 and he was granted 1,000,000 stock options with 250,000 shares vested upon signing

of closing documents on March 1, 2021, 250,000 shares vest on Phase 1A of first dosing of human with PRV-002 neurosteroid for concussions,

250,000 on Phase 1B first dosing of humans and 250,000 upon our being accepted on NASDAQ.

In addition, the Agreement provides for certain

payments and benefits in the event of a termination of Dr.

Vanlandingham’s employment under specific circumstances.

If, during the

term of the Agreement, her employment is terminated by us other than for “cause,”

death or disability (each as defined in

his agreement), she would be entitled to continuation of her base salary at the rate in effect immediately prior to the termination date

for four months following the termination date.

“Good Reason”

means generally the

material breach by the Company of the Agreement;

a 20% reduction in base salary;

a failure by the Company to reappoint Dr.

Vanlandingham

to a position held prior to a change in control;

elimination by the Company of equity-based compensation without providing equivalent

substitutes thereunder;

the substantial diminution of Dr.

Vanlandingham’s fringe benefits;

the mandatory relocation of Dr.

Vanlandingham’s

principal residence in order to continue to serve as Vice President of Drug Development.

Under the Agreement, Dr.

Vanlandingham is generally

subject to a non-compete and non-solicit during his employment and for the duration of the Severance Period.

Director Compensation

At this time, members of our Board do not receive

cash compensation for service on our Board, nor on any committee thereof.

They receive restricted stock units upon becoming a director

and each year thereafter.

In addition, they may be reimbursed for certain expenses in connection with attendance at meetings of our Board

and committees thereof.

Initial Equity Grant

Upon joining our Board, we have historically granted

to each new director restricted stock units (“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, Inc.

Asset Purchase agreement on June 25, 2019.

Board Service Equity Grant

At our annual meeting held on September 14, 2021,

the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan, which grants Board members who have been elected

to receive 500,000 RSUs immediately following the Annual Meeting (other than Mr.

Richardson who received an initial equity grant upon

joining the Board in May 2021), that vest monthly over 12 months from the date of grant, subject to acceleration upon a corporate transaction

or the director’s death, provided in each case that the director is in the continuous service of the Company through the vesting

Generally, shares are delivered in respect of vested director equity grants upon the earlier of a director’s cessation of

service or a corporate transaction.

Director Compensation Table

The following table shows information regarding

the compensation earned or paid during 2020 to non-employee directors who served on the board of directors during the year.

Name and Principal Position

Restricted Stock

Unit Awards ($)

Jacob Vanlandingham Director

500,000 restricted stock units were granted upon

becoming a Director on September 20, 2019.

200,000 shares vested upon becoming a board member.

200,000 shares vested

on the first anniversary and 100,000 will vest on the second anniversary.

500,000 restricted stock units were granted upon becoming a Director on August 28, 2019.

shares vested upon becoming a board member 200,000 shares vested on the first anniversary and 100,000 will vest on the second

500,000 restricted stock units were granted upon becoming a Director on October 23, 2019.

200,000 shares vested upon becoming a board member 200,000 shares vested on the first anniversary and 100,000 will vest on the

second anniversary.

Narrative Disclosure to Summary Director

Compensation Table

this time, members of our board of directors are not entitled to compensation for service on our board of directors, nor on any

other committee thereof.

They receive restricted stock units upon becoming a director that vest over a two-year period.

they may be reimbursed for certain expenses in connection with attendance at meetings of our board of directors and committees

the compensation earned or paid during fiscal 2021 to non-employee directors who served on the board of directors during the year:

Jeffrey Conroy

_______________________

The vesting of Mr.

Richardson’s 500,000 share RSU

grant is as follows:

200,000 shares vested May 6, 2021, 200,000 vest on May 6, 2022 and 100,000 shares vest on May 6, 2023, subject

Richardson’s continuous service on our Board of Directors through the applicable vesting dates.

If not forfeited,

vesting of the RSUs will be accelerated and will vest in full immediately upon the closing of a Corporate Transaction, provided that

Richardson provides Continuous Service through the date such Corporate Transaction is closed.

Vested Units will be settled by

delivering a number of shares equal to the number of vested RSUs on the earlier of the date on which Mr.

Richardson’s Continuous

Service ends, or the closing of a Corporate Transaction.

The amounts in this column reflect the grant date fair value of directors'

stock awards for fiscal year 2021 computed in accordance with FASB ASC Topic 718.

See Note 2 Summary of Significant Accounting Policies,

of Notes to Financial Statements, for the assumptions used in the valuation.

Limitation of Liability and Indemnification

Our articles of incorporation

contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation

and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at

our request as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint

venture, trust or other enterprise to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws also

authorize our company, by action of our board of directors, to provide indemnification to employees and agents of our company and

persons who are serving or did serve at our request as an employee or agent of another corporation or of a partnership, limited

liability company, joint venture, trust or other enterprise with the same scope and effect as provided to our directors and officers

as described above.

No pending litigation

or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification

is being sought.

We are not aware of any threatened litigation that may result in claims for indemnification by any director, officer,

employee or other agent of our company.

We anticipate obtaining

director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters,

including matters arising under the Securities Act.

See “Disclosure of SEC Position on Indemnification for Securities Act

Liabilities.”

Our articles of incorporation contain provisions

that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws authorize

our company to provide indemnification to our directors and officers and persons who are or were serving at our request as a director,

officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise

to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws also authorize our company, by action of our board

of directors, to provide indemnification to employees and agents of our company and persons who are serving or did serve at our request

as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise

with the same scope and effect as provided to our directors and officers as described above.

No pending litigation or proceeding involving

a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought.

We are not aware

of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent of our company.

We anticipate obtaining director and officer liability

insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the

Securities Act.

See “Disclosure of SEC Position on Indemnification for Securities Act Liabilities.”

Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

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with the rules of the SEC.

The following tables set forth certain information concerning the beneficial ownership of our common

stock at November 12, 2020, by:

The following tables set forth certain information concerning the beneficial ownership of our common stock

at October 29, 2021, by:

(i) each person known by us to own beneficially more than 5% of our outstanding capital stock;

(ii) each of the directors and named executive officers;

and (iii) all current directors and executive officers as a

Unless otherwise indicated,

the principal address of each of the stockholders below is c/o Odyssey Group International, Inc., 4372 Morse Ave, Irvine,

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have

sole voting and investment power with respect to all shares of common stock held by them.

of the directors and named executive officers;

and (iii) all current directors and executive officers as a group.

Unless otherwise indicated, the principal address

of each of the stockholders below is c/o Odyssey Group International, Inc., 2372 Morse Avenue, Irvine, CA 92614.

Except as otherwise

indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with

respect to all shares of common stock held by them.

Name of Beneficial Owner

Address of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Class**

Electromedica, LLC (1)

214 Via Emilia Dr

Palm Beach Garden, FL-33418

LBL Remodeling, Inc.

Prevacus, Inc.

1400 Village Square Blvd Suite 3 #414 Tallahassee, FL 32312

LBL Professional Consulting, Inc.

26895 Aliso Creek Rd.

Aliso Viejo, CA-92656

B89 Aliso Viejo, CA92656

Market Group International (3)

1 Technology Ste 515

Irvine, CA-92618

Green Energy Alternatives, Inc.

690 Highway 89 Ste 200

Jackson, WY-83001

1 Technology Ste 515 Irvine, CA 92618

Adwin LLC (4)

2 unchanged sentences

Eco Scientific, Inc.

16 Technology Ste 205

Irvine, CA-92618

16 Technology Ste 205 Irvine, CA 92618

Northern Gates

13295 S Sweet Caroline Dr, #B

Rivertone, UT-84065

13295 S Sweet Caroline Dr, #B Riverstone, UT 84065

Regal Growth LLC (6)

4 unchanged sentences

Thousand Oaks, CA 91360

Joseph Vigliarolo

2321 Rosecrans Ave, Suite 3285

El Segundo, CA-90245

Michael Redmond, President, CEO and Principal Financial Officer

Christine Farrell, Controller and Secretary (7)

Jerome Casey, Director (8)

Joseph Michael Redmond, President, CEO and Chairman (7)

Vanlandingham, Director (1)

Farrell, Chief Financial Officer and Secretary (8)

Casey, Director (9)

Jeffrey Conroy, Director (9)

John Gandolfo, Director (8)

Jacob Vanlandingham, Director (9)

Gandolfo, Director

Richardson, Director

Directors and Executive Officers as a Group (7 persons)

3 unchanged sentences

shared voting power and/or investment power with respect to those securities.

Common stock subject to options or warrants that

are currently exercisable or exercisable within 60 days of the date of this report are deemed to be outstanding and to be beneficially

owned by the person or group holding such options or warrants for the purpose of computing the percentage ownership of such person

or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group.

Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of

such person’s household.

** Percent of class is calculated on the

basis of the number of shares outstanding on the date of this report plus the number of shares the person has the right to acquire

within 60 days of the date of this report.

Electromedica, LLC shares issued per license agreement

Market Group International is 100% owned beneficially and of record by Robert VanBoren.

Adwin LLC is 100% owned beneficially and of record by Pablo Penaloza.

EcoScientific, Inc.

is 100% owned beneficially owned by Steve Miller, former CEO of the Company.

Regal Growth, LLC is 100% owned beneficially and of record by Grace Reininger.

The Company issued 100,000,000 shares of common stock in total to four parties to acquire all of the proprietary rights in and to the formula called “Fit.”

25,000,000 shares of common stock were issued to each EcoScientific, Inc., Market Group International, Adwin LLC, and Regal Growth, LLC in exchange for their interest in the formula.

In 2018, these entities agreed to restructure their stock shares down from 25,000,000 to 10,000,000 shares of common stock issued to them.

Includes 100,000 shares of common stock and 100,000 restricted stock units

Includes 300,000 restricted stock units

Vanlandingham is the beneficial owner of Prevaus Inc.

which holds 2 million shares of common stock

Redmond is the

beneficial recipient of 5.3 million shares of common stock of the 10 million shares owed upon signing, by reserving control of

the investing entity called Green Energy Alternatives, Inc., of which Mr.

Redmond is not owner of the shares, nor does he have

any ownership in Green Energy Alternatives Inc.

Common stock subject to equity awards that are

currently exercisable or exercisable or vest within 60 days of the date of October 29, 2021 are deemed to be outstanding

and to be beneficially owned by the person or group holding such awards for the purpose of computing the percentage ownership of

such person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or

Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members

of such person’s household.

** Percent of class is calculated

on the basis of 91,015,650 shares outstanding on October 29, 2021, plus the number of shares the person has the right to acquire within

60 days of October 29, 2021.

*** Less than 5%.

Vanlandingham is the beneficial owner of Prevacus, Inc.

which holds 8,000,000 shares of common stock.

Includes 500,000 stock options vesting within 60 days.

Based on historic records, LBL Professional Consulting, Inc.

is 100% beneficially owned and of record by Marla Nelson.

Nelson has sole voting and investment power in the shares of Odyssey common stock.

Based on historic records, Market Group International is 100% beneficially owned and of record by Robert VanBoren.

VanBoren has sole voting and investment power in the shares of Odyssey common stock.

Based on historic records, Adwin LLC is 100% beneficially owned and of record by Pablo Penaloza.

Penaloza has sole voting and investment power in the shares of Odyssey common stock.

Based on historic records, Eco Scientific, Inc.

is 100% beneficially owned and of record by Steve Miller, former CEO of the Company.

Miller has sole voting and investment power in the shares of Odyssey common stock.

Based on historic records, Regal Growth LLC is 100% beneficially owned and of record by Grace Reininger.

Reininger has sole voting and investment power in the shares of Odyssey common stock.

Includes 166,667 RSUs vesting within 60 days.

Redmond received 5.3 million shares of common stock to replace

the unissued shares per his November 28, 2018 amended employment agreement.

Includes 55,556 RSUs vesting within 60 days.

Includes 83,333 RSUs vesting within 60 days.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING

Section 16(a) of the Securities Exchange

Act of 1934 requires our officers, directors and 10% shareholders to file reports of ownership and changes in ownership with the SEC.

Officers, directors and 10% shareholders are required by SEC regulations to furnish us with all Section 16(a) reports they file.

Based solely on our review of the copies of such reports we received and written representations from our officers, directors and 10%

shareholders, we believe that all required reports were timely filed in fiscal 2021, except for the following:

Vanlandingham failed to timely file on Form

4 related to his employment in March 2021;

Richardson failed to timely file on Form

3 related to becoming a board member in May 2021.

Certain Relationships and Related Transactions, and Director Independence

Related Party Transactions

At July 31, 2020, The

Company had a common officer with Green Energy Alternatives, Inc.

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

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

On November 9, 2020, Mr.

Redmond, terminated his relationship with

Green Energy Alternatives, Inc.

and has no beneficial relationship with the company.

Due to Officers and Executives

The following amounts were due to an officer and an 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 Company.

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

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.

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, Inc.

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.

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 development.

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

was 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.

received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement.

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 APA and Dr.

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

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

Director Independence

Under the rules of the national securities exchanges,

a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s

audit, compensation, and nominating and corporate governance committees must be independent as well.

Under the same rules, a director

will only qualify as an “independent director”

if that company’s board of directors affirmatively determines that such

director has no material relationship with that company, either directly or as a partner, stockholder or officer of an organization that

has a relationship with that company.

We evaluate independence by the standards for director independence established by applicable laws,

rules, and listing standards including, without limitation, the standards for independent directors established by the NASDAQ National

Market, and the Securities and Exchange Commission.

Our Board has determined Messrs.

Casey, Conroy,

Gandolfo and Richardson are “independent directors”

as defined in the NASDAQ listing standards and applicable SEC rules.

In addition, we determined that the members of

our audit committee satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended.

order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity

as a member of the audit committee, the board of directors or any other board committee:

(1) accept, directly or indirectly, any consulting,

advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of

its subsidiaries.

Principal Accountant Fees and Services

Piercy Bowler Taylor & Kern, Certified

Public Accountants, (“PBTK”) was our independent registered public accounting firm until they were acquired by acquired

by BDO USA, LLP (“BDO”) in July 2020, at which point BDO was appointed our independent registered public accounting

firm, until BDO was replaced and Turner, Stone and Company, LLP (“TSC”) was appointed in October 2020.

were paid to BDO or TSC for professional audit or other services during the fiscal year ended July 31, 2020.

The following

table summarizes the aggregate fees for professional audit and other services rendered by PBTK, BDO and TSC, during the fiscal

year ended July 31, 2020, and the aggregate fees for professional audit and other services rendered by PBTK during the year ended

July 31, 2019.

The following table summarizes the aggregate fees for professional

audit and other services rendered by Turner, Stone and Company:

Year Ended July 31,

Audit fees (1)

3 unchanged sentences

Audit fees represent fees for professional services provided in connection with the audit of our financial statements and review of our quarterly financial statements.

The Board of Directors

has reviewed and discussed with the Company's management and TSC, its independent registered public accounting firm the audited

financial statements of the Company contained in the Company's Annual Report on Form 10-K for the Company's 2020 fiscal year.

Board has also discussed with the auditors the matters required to be discussed pursuant to SAS No.

61 (Codification of Statements

on Auditing Standards, AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's

financial statements.

The Board has received

and reviewed the written disclosures and the letter from the independent registered public accounting firm required by Independence

Standards Board Standard No.

1 (Independence Discussions with Audit Committees) and has discussed with its auditors its independence

from the Company.

The Board has considered whether the provision of services other than audit services is compatible with maintaining

auditor independence.

Based on the review

and discussions referred to above, the Board approved the inclusion of the audited financial statements be included in the Company's

Annual Report on Form 10-K for its 2020 fiscal year for filing with the SEC.

Audit-related fees for professional services provided

in connection with our S-1 and S-3 filings.

The Board of Directors has reviewed and discussed

with management and TSC, our independent registered public accounting firm, the audited financial statements contained in our Annual Report

on Form 10-K for the fiscal year ended July 31, 2021.

The Board has also discussed with the auditors the matters required to be discussed

pursuant to SAS No.

61 (Codification of Statements on Auditing Standards, AU Section 380), which includes, among other items, matters

related to the conduct of the audit of our financial statements.

The Board has received and reviewed the written

disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board Standard No.

1 (Independence Discussions with Audit Committees) and has discussed with our auditors its independence from the Company.

The Board has

considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to

above, the Board approved the inclusion of the audited financial statements be included in our Annual Report on Form 10-K for the fiscal

year ended July 31, 2021 for filing with the SEC.

Pre-Approval Policies

The Board's policy

is to pre-approve all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided

by the Company's independent registered public accounting firm;

provided, however, pre-approval requirements for non-audit services

are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its

accountant in the fiscal year when services are provided;

The Board's policy is to pre-approve all audit

services and all permitted non-audit services (including the fees and terms thereof) to be provided by our independent registered public

accounting firm;

provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not

aggregate to more than five percent of total revenues paid by us to our accountant in the fiscal year when services are provided;

were not recognized as non-audit services at the time of the engagement;

and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The following list is intended to

constitute the exhibit index.

and (3) are promptly brought to the attention of the Board and

approved prior to the completion of the audit.

The following list is intended to constitute the

exhibit index.

Exhibit Number

Exhibit Description

Code of Ethics

Articles of Incorporation of Odyssey Group International, Inc.

(incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).*

Bylaws of Odyssey Group International, Inc.

(incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).*

Opinion of Brinen & Associates, LLC.**

Form of Odyssey Group International, Inc.

Subscription Agreement for Common Stock (incorporated by reference to Exhibit 10.1 to the Company’s Amendment No.

2 of the Registration Statement on Form S-1/A filed on February 26, 2015).*

Distribution Agreement, effective as of August 1, 2014, by and between Odyssey Group International, Inc.

and Well-med Global LLC (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1 filed on December 8, 2014).*

Contribution Agreement by and among Odyssey Group International, Inc., and each of Market Group International, Inc., EcoScientific, Inc., Adwin, Inc., and Regal Growth, LLC (incorporated by reference to Exhibit 10.5 to the Company’s Amendment No.

2 of the Registration Statement on Form S-1/A filed on February 26, 2015).*

Employment Agreement, dated January 21, 2021 by and between Odyssey Group International, Inc.

and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to the

Company’s Current Report on Form 8-K filed on January 26, 2021).*, ***

Transfer Agreement, effective as of January 31, 2019, by and between Odyssey Group International, Inc.

and Electromedica, LLC

(incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020).*

Master Agreement for a Joint Venture and Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc.

and Prevacus, Inc.

(incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020).*

Intellectual Property Purchase Agreement, effective as of June 26, 2019, by and among Odyssey Group International, Inc., James De Luca and Murdock Capital Partners (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed on November 23, 2020)).*

Form of Convertible Promissory Note (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 11, 2020).*

Form of Warrant to Purchase Common Stock of Odyssey Group International, Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on March 11, 2020).*

Common Stock Purchase Warrant for the Purchase of 550,000 Shares of Common Stock of Odyssey Group International, Inc.

issued to A.G.P./Alliance Group Partners, effective August 6, 2020**

Securities Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

and Labrys Fund, LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 14, 2020).*

12% Self-Amortization Promissory Note issued to Labrys Fund, LP on August 14, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 14, 2020).*

Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 17, 2020).*

Registration Rights Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

and Lincoln Park Capital Fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on August 17, 2020).*

Amendment No.

1 to Purchase Agreement, dated August 14, 2020, by and between Odyssey Group International, Inc.

and Lincoln Park Capital fund, LLC (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 19, 2020).*

Securities Purchase Agreement with LGH Investments, LLC.

(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on December 15, 2020).

Prevacus Asset Agreement.

(incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on January 8, 2021).*

Amendment No.

1 to the Warrant Agreement, dated December 11, 2020, by and between Odyssey Group International, Inc.

and LGH Investments, LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 28, 2021).

Securities Purchase Agreement with LGH Investments, LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 7, 2021).

LGH Investments, LLC Settlement Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on June 21, 2021)

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc.

and Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on

September 1, 2021).*

Submission of Matters to a Vote of Security Holders.

(incorporated by reference to the Company’s Current Report on Form 8-K filed on September 15, 2021).*

Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc.

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K

filed on October 21, 2021).*

Warrant, dated October 18, 2021 issued to Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 21, 2021).*

Amended Securities Purchase Agreement, dated October 18, 2021 by and between Odyssey Group International, Inc.

and Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on October 26, 2021).*

Securities Purchase Agreement, dated October 22, 2021 by and between Odyssey Group International, Inc.

and Lincoln Park Capital, LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 26, 2021).*

Warrant dated October 22, 2021 issued to Lincoln Park Capital, LLC.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 26, 2021).*

Odyssey Group International, Inc.

Code of Ethics (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K filed on October 23, 2019).*

Letter from Piercy Bowler Taylor & Kern, CPAs to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 8-K filed on August 06, 2020).&dagger;

from BDO USA, LLP to the Securities and Exchange Commission (incorporated by reference to Exhibit 16.1 to the

Company’s Current Report on Form 8-K filed on October 27, 2020).&dagger;

Consent of Turner, Stone and Company, LLP**

Consent of Piercy Bowler Taylor & Kern.

Certified Public Accountants**

Consent of Brinen & Associates, LLC (included in Exhibit 5.1 herein).**

Power of Attorney (included on the signature page to this prospectus).

13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer **

Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer **

Section 1350 Certification of Chief Executive Officer **

Certification of Chief Financial Officer **

XBRL Instance Document **

4 unchanged sentences

XBRL Presentation Linkbase Document **

Previously furnished.

Previously filed.

Filed herewith.

Indicates a management contract or compensatory plan or arrangement.

Form 10-K Summary

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the

undersigned, thereunto duly authorized, as of November 13, 2020.

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized, as of October 29, 2021.

ODYSSEY GROUP INTERNATIONAL, INC.

1 unchanged sentence

Joseph Michael Redmond

Chief Executive Officer, President and

Chief Executive Officer, President and Director

(Principal Executive Officer)

Chief Financial Officer and Accounting Officer)

In accordance with

the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and

in the capacities and on the dates indicated.

In accordance with the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and

on the dates indicated.

/s/ Joseph Michael Redmond

Chief Executive Officer, Chief Financial Officer, President, Director

November 13, 2020

Chief Executive Officer, President, Director

October 29, 2021

Joseph Michael Redmond

(Principal Executive Officer and Principal Financial Officer)

(Principal Executive Officer)

/s/ Christine M.

Chief Financial Officer and Secretary

October 29, 2021

(Principal Financial and Accounting Officer)

/s/ Jerome Casey

November 13, 2020

October 29, 2021

/s/ Jeffrey Conroy

November 13, 2020

October 29, 2021

Jeffrey Conroy

/s/ John Gandolfo

November 13, 2020

John Gandolfo

/s/ Jacob Vanlandingham

November 13, 2020

Jacob Vanlandingham

October 29, 2021

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 9A. Controls and Procedures