Odyssey Health, Inc. 10-K

Item 8. Financial Statements and Supplementary Data INDEX TO FINANCIAL STATEMENTS Financial statements of Odyssey Group International, Inc. Report of Independent Registered Public Accounting Firm F-1 Balance Sheets as of July 31, 2021 and 2020 F-3 Statements of Operations for the Years Ended July 31, 2021 and 2020 F-4 Statements of Stockholders’ Deficit for the Years Ended July 31, 2021 and 2020 F-5 Statements of Cash flows for the Years Ended July 31, 2021 and 2020 F-6 Notes to the Financial Statements F-7 44 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Odyssey Group International, Inc. Opinion on the Financial Statements We have audited the accompanying balance sheets of Odyssey Group International, Inc. (the “Company”) as of July 31, 2021 and 2020, the related statements of operations, stockholders’ equity (deficit) and cash flows, for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of July 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America. Explanatory Paragraph – Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred losses and negative cash flows from operations since inception and is currently dependent on the stockholders and lenders to fund its operating activities. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. F- 1 Stock based compensation As discussed in Notes 4, 6, 7 and 8 to the financial statements, the Company entered into certain transactions which included the issuance of the Company’s common stock for goods and services as well as part of debt financing activities. We identified the valuation and accounting treatment of these issuances to be a critical audit matter because determining the fair value and related accounting treatment of these issuances involves a high degree of auditor judgment and an increased extent of effort to evaluate the Company’s conclusions. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to the conclusions associated with the valuation and accounting treatment for these issuances involved the following procedures, among others: - We obtained management’s valuation for the various issuances and tested the significant inputs of the valuation of these items. - We analyzed management’s accounting treatment for the various issuance which were also associated with debt issuances to determine whether management’s accounting was appropriate in the circumstances. /s/ Turner, Stone & Company, L.L.P. Dallas, Texas October 29, 2021 We have served as the Company’s auditor since 2020. F- 2 Odyssey Group International, Inc. Balance Sheets July 31, 2021 2020 Assets Current assets: Cash $ 556,584 $ 62,952 Prepaid expenses and other current assets 53,535 36,667 Total current assets 610,119 99,619 Property and equipment, net 414 965 Intangible assets, net – 5,000 Total assets $ 610,533 $ 105,584 Liabilities and Stockholders' Deficit Current liabilities: Accounts payable $ 1,224,783 $ 269,388 Accrued wages 259,487 211,702 Accrued Interest 32,351 14,743 Asset purchase liability 1,125,026 – Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $351,030 and $233,770 736,240 211,230 Total current liabilities 3,377,887 707,063 Long term debt – 50,000 Total liabilities 3,377,887 757,063 Commitments and contingencies (Note 5) Stockholders' deficit: Preferred stock, $.001 par value; 100,000,000 shares authorized, no shares issued or outstanding – – Common stock, $.001 par value; 500,000,000 shares authorized with 87,191,168 and 88,559,978 issued and outstanding 87,191 88,560 Additional paid-in capital 42,879,278 28,110,689 Accumulated deficit (45,733,823 ) (28,850,728 ) Total stockholders’ deficit (2,767,354 ) (651,479 ) Total liabilities and stockholders’ deficit $ 610,533 $ 105,584 The accompanying notes are an integral part of these financial statements F- 3 Odyssey Group International, Inc. Statements of Operations Fiscal Year Ended July 31, 2021 2020 General and administrative expense $ 6,420,712 $ 3,846,663 In-process research and development 9,440,000 – Loss from operations (15,860,712 ) (3,846,663 ) Interest expense (1,072,383 ) (502,192 ) Gain on debt extinguishment 50,000 – Net loss and comprehensive loss $ (16,883,095 ) $ (4,348,855 ) Basic and diluted net loss per share $ (0.18 ) $ (0.05 ) Weighted average number of shares used for basic and diluted calculations 93,734,074 87,123,187 The accompanying notes are an integral part of these financial statements F- 4 Odyssey Group International, Inc. Statements of Stockholders’ Equity (Deficit) Common Stock Additional Paid-In Accumulated Total Stockholders' Shares Dollars Capital Deficit Deficit Balances July 31, 2019 86,990,400 $ 86,990 $ 23,821,124 $ (24,501,872 ) $ (593,758 ) Common stock issued for services 225,000 225 346,775 – 347,000 Conversion of convertible note payable 535,000 535 266,965 – 267,500 Note payable converted to common stock 809,578 810 808,768 – 809,578 Common stock options issued for services – – 33,521 – 33,521 Restricted common stock units issued for services – – 2,403,106 – 2,403,10 Warrants and beneficial conversion feature issued with debt and equity – – 430,430 – 430,430 Net loss – – – (4,348,855 ) (4,348,855 ) Balances July 31, 2020 88,559,978 88,560 28,110,689 (28,850,728 ) (651,478 ) Common stock issued for services and compensation 5,965,000 5,965 270,285 – 276,250 Conversion of convertible notes debt financing 1,233,228 1,233 542,617 – 543,850 Stock-based compensation – – 1,729,963 – 1,729,963 Common stock issued in connection with debt financing 820,000 820 321,545 – 322,365 Common stock issued in equity financing 4,932,962 4,933 2,976,042 – 2,980,975 Warrants and beneficial conversion feature issued with debt and equity – – 653,836 – 653,836 Common stock issued in asset purchase agreement 6,000,000 6,000 8,254,000 – 8,260,000 Return of shares to treasury (20,320,000 ) (20,320 ) 20,300 – (20 ) Net loss – – – (16,883,095 ) (16,883,095 ) Balances July 31, 2021 87,191,168 $ 87,191 $ 42,826,278 $ (45,733,823 ) $ (2,767,354 ) The accompanying notes are an integral part of these financial statements F- 5 Odyssey Group International, Inc. Statements of Cash Flows Fiscal Year Ended July 31, 2021 2020 Cash flows from operating activities Net loss $ (16,883,095 ) $ (4,348,855 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 5,552 10,552 Stock issued for services and compensation and stock-based compensation 2,006,193 2,783,627 Amortization of beneficial conversion feature, debt discount and closing costs 858,942 409,878 Stock issued for in-process research and development 8,260,000 – Financing costs paid with stock 169,000 – Asset purchase liability 1,125,026 – Gain on debt extinguishment (50,000 ) – Changes in operating assets and liabilities: (Increase)/decrease in prepaid expenses (16,869 ) 266,166 Increase in accounts payable 1,000,396 221,644 Increase (decrease) in accrued wages 47,785 (85,845 ) Increase in accrued interest 53,959 93,690 Net cash used in operating activities (3,423,111 ) (649,143 ) Cash flows from investing activities – – Cash flows from financing activities Proceeds from notes payable 1,565,000 495,000 Proceeds from Paycheck Protection Program – 50,000 Financing closing costs paid with cash (169,000 ) – Principal payments made on notes payable (415,232 ) – Proceeds from equity financing 2,935,975 – Net cash provided by financing activities 3,916,743 545,000 Net change in cash 493,632 (104,143 ) Cash, beginning of year 62,952 167,095 Cash, end of year $ 556,584 $ 62,952 Supplemental disclosure of cash flow information Cash paid for interest $ 34,345 $ – Noncash Investing and Financing Activities Warrants and beneficial conversion issued in connection with convertible notes – 430,430 Common stock issued for conversion of notes payable and related accrued interest 543,850 1,077,078 Common stock issued for debt financing commitment shares 322,365 – Warrants issued in connection with financings 634,056 – Original issue discount on debt 100,000 – Beneficial conversion feature recognized 19,780 – Accounts payable converted into common stock 45,000 – The accompanying notes are an integral part of these financial statements F- 6 Odyssey Group International, Inc. Notes to Financial Statements Note 1. Nature of Operations Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We have three different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat concussions and rare brain disorders. We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required to sell in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally. We did not recognize any revenues for the years ended July 31, 2021 or 2020 and we had an accumulated deficit of $45,733,823 as of July 31, 2021. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at July 31, 2021 of $556,584 may not provide enough working capital to meet our current operating expenses through October 29, 2022. The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products that we distribute or use in our business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in our operations, increase our costs, or otherwise adversely affect our operations. If we are unable to raise additional capital by October 29, 2022, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 8 above). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern. F- 7 Note 2. Summary of Significant Accounting Policies Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Basis of accounting We measure all of our assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP. Property and equipment, net Property and equipment is stated at cost less accumulated depreciation. Depreciation is recorded on a straight-line basis over the estimated useful lives of the assets. We recognized depreciation expense of $552 and $552, respectively, in fiscal 2021 and 2020. Intangible assets, net Intangible assets are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. We did not have any intangible assets as of July 31, 2021. We recognized amortization expense of $5,000 and $10,000, respectively, in fiscal 2021 and 2020. Beneficial conversion feature of convertible notes payable The Beneficial Conversion Feature (“BCF”) of a convertible note (Note 5) is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. We record a BCF related to the issuance of a convertible note when issued. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, RSUs and warrants. Basic and diluted net loss per share were the same for all periods presented as we were in a loss position for all periods. F- 8 The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive: Fiscal Year Ended July 31, 2021 2020 Options to purchase common stock 300,000 375,000 Equivalent shares of convertible notes into common stock 1,134,000 654,821 Warrants to purchase common stock 4,739,834 44,500 Restricted stock units 2,678,181 750,000 Total potentially dilutive securities 8,852,015 1,824,321 Stock-based compensation We recognize compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors. The fair value of stock option awards (Note 7) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options. Fair value measurements The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their estimated fair values because of the short-term nature of these instruments. Research and development expense Research and development costs are expensed in the period when incurred as a component of general and administrative expense. We recognized research and development expense of $1,632,593 and $20,237, respectively, in fiscal 2021 and 2020. In-process research and development In-process research and development relates to acquired research and development for a product that is not yet being sold and is expensed upon purchase. We recognized in-process research and development expense of $9,440,000 and $0, respectively, in fiscal 2021 and 2020 (Note 4). F- 9 Income taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at July 31, 2021 or 2020. We recognize interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. Note 3. New Accounting Pronouncements ASU 2019-12 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We do not expect the adoption of ASU 2019-12 to have a material effect on our financial position, results of operations or cash flows. ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adoption this standard on our financial position, results of operations or cash flows. Note 4. Asset Purchase Agreement On January 7, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”), pursuant to which we purchased the assets and all of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and the delivery device (collectively, the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration. Prevacus is a related party, as we are party to a Joint Venture and Intellectual Property Purchase Agreement entered into in June 2019 and its President, Dr. Jacob Vanlandingham, is a member of our Board of Directors. F- 10 The Milestone Consideration (“Milestone”) may be earned by Prevacus as follows: (i) 2,000,000 shares of our Common Stock when the United States Patents are revived in our name by the U.S. Patent and Trademark Office and any international patents that have lapsed also revived in our name by the respective country’s patent offices. The value of shares issued shall not exceed $6.0 million based on the price of our common stock on the date the payment is due; (ii) 1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial for the Asset; (iii) 2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the Asset from the U.S. Patent and Trademark Office, the value of which shall not exceed $10.0 million based on the price of our common stock on the date the payment is due; (iv) 1,000,000 shares of our common stock upon our receipt of net proceeds of at least $1.0 million in a Non-Dilutive Financing relating directly to the development of the Asset within one year after the Closing Date or, in the event of any Non-Dilutive Financing submitted prior to the one year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary of the Closing Date; (v) 2,000,000 shares of our common stock if we sell the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million after a Phase IB Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical Trial. The value of the 2,000,000 shares related to this milestone shall not exceed $25.0 million based on the price of our common stock on the date the payment is due; (vi) 4,000,000 shares of our common stock upon the successful completion of a Phase II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million; or (II) the administration of the first dose in a Phase III Clinical Trial for the Asset for which we are, or one of our affiliates or licensees is the sponsor; and (vii) 2,000,000 shares of our common stock after the first dosing in a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial. All Milestone payments shall only be paid once, upon the initial achievement of the particular Milestone event. We, at our sole and absolute discretion, shall determine if any Milestone event has occurred. To extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease to exist, and we will no longer be liable thereunder, if said Milestone is not completed within four years after the Closing Date. On March 1, 2021 (the “Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at the fair market value of $1.18 per share for the stock granted on the date of acquisition for $7,080,000. In addition, 1,000,000 shares of our common stock valued at $1.18 per share for $1,180,000 was recorded as a component of Additional Paid in Capital for the probability of earning the Milestone Consideration of first dosing in a Phase I Clinical Trial. In addition, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain liabilities of Prevacus. At July 31, 2021, our Asset purchase liability account balance was $1,125,026. The net change in the Asset purchase liability account will be released as shares at $1.18 per share once all liabilities have been paid. We determined that, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have no alternative future use in research and development or otherwise, represent costs of research and development as acquired, and therefore are expensed when incurred. Accordingly, On March 1, 2021, the date of acquisition, we expensed $9,440,000 as In-process research and development. At July 31, 2021 we have contingent consideration related to the Milestones in the APA entered into March 1, 2021. According to the agreement, we will issue common stock at the fair value on the date of meeting the Milestones. The fair value of the contingent consideration was reviewed and it was determined that, based on the current status of the project (Level 3), the value was zero as of July 31, 2021 since it is not yet probable that we will meet any of the Milestones. F- 11 Note 5. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the fiscal years ended July 31, 2021 or 2020. The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the fiscal year ended July 31, 2021. Contingent Liabilities At July 31, 2021 and 2020, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance. We also have contingent consideration related to the Prevacus APA as discussed above in Note 4. Fixed-Rate Debt We have fixed-rate debt that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt was as follows: July 31, 2021 2020 Carrying value $ 1,087,270 $ 445,000 Fair value $ 1,094,212 $ 445,000 Non-Financial Assets Non-financial assets, such as Property and equipment and Intangible assets, are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the fiscal year ended July 31, 2021 or 2020. F- 12 Note 6. Debt LGH Investments, LLC December 2020 Promissory Note On December 11, 2020, we entered into a Securities Purchase Agreement (the “2020 LGH Agreement”) with LGH Investments, LLC (“LGH”), pursuant to which we entered into a $165,000 face value convertible promissory note which bore interest at a one-time rate of 8.0% applied to the face value and was due September 11, 2021 (the “2020 Note”). We received $150,000 from the issuance of the 2020 Note and incurred a $15,000 original issue discount and $7,500 closing costs, which were being amortized over the life of the 2020 Note. The 2020 Note was convertible at a price of $0.15 per share, subject to adjustment as provided in the 2020 Note. On March 5, 2021, LGH notified us of their intent to convert their $165,000 convertible promissory note plus $13,200 of interest. We negotiated with them to convert $89,100 of the total into 594,000 shares of our common stock and paid the remaining $89,100 in cash. The 2020 LGH Agreement included the issuance of a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share and 200,000 shares of our common stock. The value of the 470,000 warrants was $82,720 and the value of the 200,000 shares of common stock was $40,000 for a total value of $122,720, which were being amortized over the life of the 2020 Note as closing costs and was expensed at conversion. Additionally, 100,000 shares valued at $44,000 were expensed as financing costs when incurred. The conversion feature met the criteria for characterization as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial conversion feature, which was also being amortized over the life of the 2020 Note and was expensed at conversion. April 2021 Promissory Note On April 5, 2021, we entered into a Securities Purchase Agreement with LGH (“2021 LGH Agreement”) pursuant to which we entered into a $1,050,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the “2021 Note”). We received $970,000 net cash from the issuance of the 2021 Note and incurred a $50,000 original issue discount and $30,000 closing costs, which are being amortized over the life of the 2021 Note. The 2021 Note is convertible at a price of $1.00 per share. If an Event of Default occurs as defined in the 2021 Note, the Outstanding Balance shall immediately increase to one hundred twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price will be $1.00 per share. The 2021 LGH Agreement included the issuance of a five-year share purchase warrant exercisable for 1,134,000 shares of our common stock at a price of $0.95 per share and 100,000 shares of our common stock. The value of the 1,134,000 warrants was $877,716, of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note. Labrys Fund, LP On August 14, 2020, we entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%. The Note bears interest at 12% per year. In consideration for entering into the Labrys SPA, we issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $197,400. 350,000 of the Commitment Shares (the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or prior to August 14, 2021 (the “Maturity Date”). The Note was fully repaid on August 4, 2021 and the shares were returned on August 6, 2021. F- 13 Upon the occurrence of any “Event of Default,” the Note is convertible into shares of our common stock at a price per share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion Price”); provided, however , that Labrys may not convert any portion of the Note which would cause Labrys, collectively with its affiliates, to hold more than 4.99% of our issued and outstanding common stock, unless such limit is waived. Labrys may not execute any short sales on any of our common stock at any time while the Note is outstanding. The Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) 1,140,000 shares or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. We are subject to penalties for failure to timely deliver shares to Labrys following a conversion request. The Labrys SPA and the Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Note, which we believe are customary for transactions of this type. At July 31, 2021, we were in compliance with all covenants and restrictions. We paid Alliance Global Partners, LLP (“A.G.P.”) as a placement agent a fee of $25,200 and other closing costs of $6,500 for total closing costs of $31,700 which are being amortized over the one-year life of the Note. Conversion of Convertible Notes Payable On August 14, 2020, we converted a convertible promissory note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the convertible promissory note of $0.50 per share. In February 2021, we settled a convertible promissory note with a face value of $20,000 and accrued interest of $1,400 with a cash payment totaling $21,400. In February, March and April 2021, upon maturity, we converted five convertible promissory notes with an aggregate face value of $230,000 and aggregate accrued interest of $16,100 into 298,165 shares of our common stock as calculated by the conversion price of the convertible promissory notes with a weighted average conversion rate of $0.83 per share. In May 2021, upon maturity, we converted four convertible promissory notes with an aggregate face value of $95,000 and accrued interest of $6,650 into 127,063 shares of our common stock as calculated by the conversion price of the convertible promissory notes of $0.80 per share. As of July 31, 2021, no convertible promissory notes were outstanding, except the note due to LGH. PPP Loan On February 11, 2021, we received notice that the SBA Paycheck Protection Program loan for $50,000 was forgiven. The $50,000 gain is reflected as Gain on debt extinguishment on our Statements of Operations for the fiscal year ended July 31, 2021. Notes Payable The following notes payable were outstanding: July 31, 2021 2020 Convertible notes with maturities in May 2021 with interest rates of 7% and convertible at $0.80 per share $ – $ 445,000 Note issued to Labrys due August 14, 2021 with an interest rate of 12.0% 37,270 – Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share 1,050,000 – 1,087,270 445,000 Unamortized debt discount and closing costs (351,030 ) (233,770 ) $ 736,240 $ 211,230 F- 14 Note 7. Stock-Based Awards At July 31, 2021, we do not have any share-based payment plans approved by our shareholders. See Note 12 of Notes to Financial Statements for additional information. Stock Options Stock option activity during the fiscal year ended July 31, 2021 was as follows: Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2020 15,050,000 $ 0.26 Options canceled (15,000,000 ) 0.25 Options granted 1,000,000 1.18 Options outstanding at July 31, 2021 1,050,000 $ 1.22 On March 1, 2021, as part of the APA and Dr. Vanlandingham’s employment agreement, Dr. Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vested on the signing of closing documents. 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon us being accepted on NASDAQ. These amounts are being expensed over the life of the awards and the milestones are revalued quarterly. $587,234 was expensed to General and administrative expenses in the fiscal year ended July 31, 2021. The foregoing table only includes stock options awarded to employees and others for services rendered to us. 600,000 options with an exercise price of $1.25 and a remaining term of 7.89 years issued as consideration for our acquisition of certain intellectual property assets are not reflected in the table above. Criteria used for determining the Black-Scholes value of options granted were as follows: Year Ended July 31, 2021 2020 Expected stock price volatility 155% – Risk free interest rate 0.08% – Expected life of options (years) 3 – Expected dividend yield – – Restricted Stock Units (“RSUs”) RSU activity during the year-ended July 31, 2021 was as follows: RSUs outstanding at July 31, 2020 1,750,000 RSUs issued 5,325,000 RSUs vested (2,678,181 ) RSUs outstanding at July 31, 2021 4,396,819 F- 15 In January 2021, we issued RSUs covering 4,000,000 shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months. In addition, we issued RSUs covering 50,000 shares of our common stock, with a value of $21,500, to a consultant, which vest equally over 24 months. In April 2021, we issued RSUs covering 50,000 shares of common stock to a consultant, with a value of $43,000 which vests in August 2021. These amounts are being expensed over the life of the awards and $181,346 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021. As of July 31, 2021, $538,654 remained to be expensed in future periods. In March, April and May 2021, we entered into consulting agreements with three medical professionals for our Science Advisory Board and eight individuals for our Sports Advisory Board. In connection with the agreements, we issued RSUs covering 725,000 shares of our common stock with a value of $672,00 which 237,500 vested upon signing and 487,500 vest in one year. This amount is being expensed over the life of the awards and $376,056 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021. As of July 31, 2021, $295,944 remained to be expensed in future periods. Unrecognized Compensation Costs At July 31, 2021, we had total unrecognized stock-based compensation of $1,133,770, which will be recognized over the weighted average remaining vesting period of 1.99 years. Warrants Warrant activity during the fiscal year ended July 31, 2021 was as follows: Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2020 644,500 $ 1.50 Warrants issued 4,139,834 1.05 Warrants canceled (44,500 ) (1.50 ) Warrants outstanding at July 31, 2021 4,739,834 $ 1.05 Common Stock Issued for Compensation On July 31, 2021, Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with fair value of $0.01 per share, as a component of General and administrative expenses. Note 8. Common Stock Treasury Shares In June 2021, Green Energy Alternatives, Inc. returned 5,300,000 shares of stock to our common stock treasury, as the company is no longer in business. In July 2021, Electromedica, LLC returned 15,000,000 shares of stock to our common stock treasury under a settlement and release agreement. Common Stock Issued for Services In January 2021, we entered into three agreements for consulting services to be provided. We granted the consultants 540,000 shares of our common stock with a value of $88,000 which was expensed as a component of General and administrative expenses. On February 12, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 75,000 shares of our common stock with a value of $93,750 which was expensed as a component of General and administrative expenses. On March 1, 2021, we entered into an agreement for consulting services to be provided through February 2022. We granted the consultant 25,000 shares of our common stock with a value of $29,500 which was expensed as a component of General and administrative expenses. F- 16 Common Stock Issued for Compensation On July 31, 2021, Mr. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, as a component of General and administrative expenses. Tysadco Partners In June 2021, we sold 500,000 shares of our common stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of $1.00 per share for total an aggregate purchase price of $295,000 to Tysadco Partners (“Tysadco”), an accredited investor, which also provided certain consulting services to us. The purchase price was paid with $250,000 cash and the satisfaction of $45,000 of amounts due to Tysadco for its consulting services. Lincoln Park Capital Fund On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LPC”). Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC. Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock. There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000. In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock. The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us. In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020. A.G.P. will also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement. At July 31, 2021, we paid A.G.P. a total of $97,718 in additional fees. In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 shares of our common stock at $0.50 per share to A.G.P. and two partners of A.G.P. The warrants had a value of $220,000 and expire August 6, 2024. Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing costs related to the Labrys transaction and is being amortized over the one-year life of the note. F- 17 Shares purchased by LPC, including the initial purchase, are summarized below: Purchase Date Number of Shares Purchased Average Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.410 $ 250,000 $ 10,000,000 January 2021 200,000 0.175 35,080 9,964,920 February 2021 330,106 0.626 206,798 9,758,122 March 2021 1,020,798 0.960 979,597 8,778,525 2,153,326 $ 1,471,475 We paid A.G.P. a fee of $97,718, in connection with the 1,550,904 shares purchased from January 2021 through July 2021. See Note 12 for information regarding subsequent sales to LPC. Note 9. Income Taxes We file income tax returns in the U.S. federal jurisdiction and the various states in which we operate. We registered with the Franchise Tax Board in the State of California in tax year 2020. Our tax returns are not currently under examination for any year. Our deferred tax assets consist of federal net operating loss carryforwards that expire through the year 2036. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty as to our ability to continue as a going concern (Note 11). The following table reconciles the U.S. federal statutory rate to our effective tax rate: For the year ended July 31, 2021 2020 US federal statutory rates 21 % 21 % Valuation allowance (21)% (21)% Effective tax rate 0 % 0 % Our tax provision (benefit) was as follows: For the year ended July 31, 2021 2020 Current deferred $ 1,182,300 $ 161,200 Increase in valuation allowance (1,182,300 ) (161,200 ) Total $ – $ – F- 18 Our net deferred tax asset was as follows: For the year ended July 31, 2021 2020 Deferred tax asset $ 1,589,700 $ 407,400 Valuation allowance (1,589,700 ) (407,400 ) Net deferred tax asset $ – $ – As of July 31, 2021, we had $7,218,517 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2036. Current or future ownership changes may severely limit the future realization of these net operating losses. We provide for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. We established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements. We reviewed the issuance of stock to certain senior executives who received stock in conjunction with becoming an officer and director. In this case, as an officer and director of a publicly-traded company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject to a substantial risk of forfeiture per IRC § 83 (c)(3)(A). Given that such stock is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC § 83. As the stock received was nonvested stock, income inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt. We reviewed all income tax positions taken or that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. We are subject to U.S. federal income tax examinations by tax authorities for years after 2020 due to unexpired net operating loss carryforwards originating in and subsequent to that year. We may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of July 31, 2021, there were no unrecognized tax benefits, or any tax related interest or penalties. We do not have any examinations ongoing. Tax returns for the years 2014 onwards are subject to federal, state or local examinations. Note 10. Related Party Transactions Due to Officers and Executives The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets: July 31, 2021 2020 Joseph M. Redmond, CEO $ 2,568 $ 2,304 Christine Farrell, CFO – 25,598 $ 2,568 $ 27,902 F- 19 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 $ 181,538 Salary accrued 163,846 Payments made (161,538 ) Balance at July 31, 2020 183,846 Salary accrued – Payments made – Balance at July 31, 2021 $ 183,846 Accrued payroll from July 18, 2021 to July 31, 2021 of $13,846 which was paid on August 6, 2021, is not reflected above but is included as accrued wages on the balance sheet. Related Party Transaction In January 2021, we issued RSUs covering 4,000,000 shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months. These amounts are being expensed over the life of the awards and $140,000 was expensed to General and administrative expenses during the fiscal year ended July 31, 2021. As of July 31, 2021, $580,000 remained to be expensed in future periods. Upon joining our Board, we have granted to each new director RSUs for 500,000 shares of our common stock. 200,000 shares vest upon becoming a Board member, 200,000 shares vest on the first anniversary and 100,000 shares vest on the second anniversary, subject to acceleration upon a corporate transaction, provided in each that the director is in the continuous service of the Company through the vesting event. The exception to this was the grant of one million shares of our common stock outright to Dr. Vanlandingham, who was appointed for a two-year period upon the signing of the Prevacus, 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. Redmond entered into an employment agreement with the Company. As part of the employment agreement, Mr. Redmond was granted 25 million shares of common stock that vesting equally upon FDA submission of CardioMap, FDA approval for CardioMap and the raising of $2 million for further CardioMap development. Mr. Redmond could not sell the shares for two years or until the Company reached $10 million in revenues. Mr. Redmond 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. Redmond received 5.3 million shares of common stock to replace the unissued shares per his November 28, 2018 amended employment agreement. The Company recognized $53,000 of compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, for the year ended July 31, 2021. On March 1, 2021, as part of the Prevacus 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 on NASDAQ. This amount is being expensed over the life of the awards and $587,234 was expensed to General and administrative expenses in the fiscal year ended July 31, 2021. In March and May 2021, the Company entered in a letter agreement loan with Prevacus Inc. for $2,500 and $5,000, respectively. The loan has an annual interest rate of 3% per annum and principal and interest are due June 2021. At July 31, 2021, the loans have not been repaid and continue to accrue interest. F- 20 Note 11. Going Concern We did not recognize any revenues for the years ended July 31, 2021 or 2020 and we had an accumulated deficit of $45,733,823 as of July 31, 2021. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at July 31, 2021 of $556,584 may not provide enough working capital to meet our current operating expenses through October 29, 2022. The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products that we distribute or use in our business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in our operations, increase our costs, or otherwise adversely affect our operations. If we are unable to raise additional capital by October 29, 2022, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 8 above). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern. F- 21 Note 12. Subsequent Events LPC On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with LPC pursuant to which we received $250,000 in cash from LPC and LPC received (i) 833,333 restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares, and (iii) 833,333 warrants exercisable at $0.50 per common share expiring in five years. Tysadco Partners On August 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we entered into a $250,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due March 1, 2022. We received $250,000 net cash from the issuance of the promissory note and issued 200,000 inducement shares of common stock with a fair value of $76,000. On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $250,000 in cash from Tysadco and Tysadco received (i) 833,333 restricted shares of our common stock, (ii) an additional 666,667 restricted shares of our common stock as inducement shares, and (iii) 833,333 warrants exercisable at $0.50 per common share expiring in five years. LPC Draws In August and September 2021, we sold an additional 974,482 shares of our common stock to LPC for total proceeds $367,036. As of October 29, 2021, remaining purchase availability was $8,411,489 and remaining shares available were 16,143,566. Name Change At the annual shareholder meeting held September 14, 2021 the stockholders approved the proposal to change the name of the Company to “Odyssey Health, Inc.” and to grant the Board discretionary authority to amend our Certificate of Incorporation to effect the name change in the state of Nevada. The Officers of the Company have filed an amendment to the Certificate of Incorporation with the State of Nevada, and are awaiting approval from the Nevada Secretary of State. Reverse Split At the annual shareholder meeting held September 14, 2021 the stockholders approved the proposal to grant the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our Common Stock, par value $0.001 per share, such split to combine a whole number of outstanding shares of our Common Stock in a range of not less than two shares and not more than 30 shares, into one share of Common Stock at any time prior to January 31, 2022. The amendment did not change the number of authorized shares of Common Stock or Preferred Stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our Common Stock will materially increase and will be available for reissuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our Common Stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our Common Stock. 2021 Omnibus Stock Incentive Plan At the annual shareholder meeting held September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan. The purposes of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value. Subject to certain adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000. F- 22 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.