What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-10-31 compared with 2021-10-29 · 547 added, 470 removed, 538 unchanged (65% of the section changed)

Financial Statements and Supplementary Data

INDEX TO FINANCIAL

Financial statements of Odyssey Group International, Inc.

Report of Independent Registered Public Accounting Firm

INDEX TO FINANCIAL STATEMENTS

Financial statements of Odyssey Health, Inc.

Report of Independent Registered Public Accounting Firm (PCAOB ID 76 )

Balance Sheets as of July 31, 2022 and 2021

Statements of Operations for the Years Ended July 31, 2022 and 2021

Statements of Stockholders’

Deficit for the Years Ended July 31, 2021 and 2020

Statements of Stockholders’ Equity (Deficit) for the Years Ended July 31, 2022 and 2021

Statements of Cash flows for the Years Ended July 31, 2022 and 2021

Notes to the Financial Statements

Notes to Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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

To the Board of Directors and Stockholders of Odyssey Health, 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

of Odyssey Health, Inc.

(the “Company”) as of July 31, 2022 and 2021, the related statements of operations, stockholders’

equity (deficit) and cash flows, for each of the two years in the period ended July 31, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the two

years in the period ended July 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been

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fund its operating activities.

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

The financial statements

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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

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

of the Company’s management.

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

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

and are required to be independent with respect to the Company in accordance with the U.S.

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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.

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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.

As discussed in Note 7 to the financial statements,

the Company entered into certain transactions which included the issuance of options or warrants for goods and services which were valued

using a pricing model.

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

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

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

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

whether management’s accounting was appropriate in the circumstances.

· We obtained management’s pricing model

for the various issuances and tested the significant inputs of the pricing model used to determine the fair value these items.

· We reviewed the underlying agreements supporting

these issuances and agreed the terms of the issuances to the pricing model used by management.

· We recomputed management’s fair value estimate using

a similar pricing model to ensure the output was consistent with management’s pricing model output.

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

We have served as the Company’s auditor

Dallas, Texas

October 31, 2022

We have served as the Company’s auditor

Odyssey Group International, Inc.

Odyssey Health, Inc.

and Subsidiaries

Balance Sheets

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Asset purchase liability

Notes payable, net of unamortized

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

Note payable, directors and officers

Notes payable, net of unamortized beneficial conversion

feature, debt discount and closing costs of $ 48,063 and $ 351,030

Total current liabilities

Long term debt

Total liabilities

Commitments and contingencies (Note 5)

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Common stock, $ .001 par value;

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

88,559,978 issued and outstanding

500,000,000 shares authorized with 77,860,563 and 87,191,168 issued and outstanding

Additional paid-in capital

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( 45,733,823 )

Total stockholders’

Total liabilities and stockholders’

Total stockholders’ deficit

( 4,643,617 )

( 2,767,354 )

Total liabilities and stockholders’ deficit

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Odyssey Health, Inc.

and Subsidiaries

Statements of Operations

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General and administrative expense

Research and development

In-process research and development

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( 8,106,580 )

( 15,860,712 )

Interest expense

Gain on debt extinguishment

( 1,072,383 )

Other income, net

Net loss and comprehensive loss

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$ ( 16,883,095 )

Basic and diluted net loss per share

Weighted average number of shares used for basic and diluted calculations

Basic net loss per share

Diluted net loss per share

Shares used for basic net loss per share

Shares used for diluted net loss per share

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Statements of Stockholders’

Equity (Deficit)

Total Stockholders'

Odyssey Health, Inc.

and Subsidiaries

Statements of Stockholders’ Equity (Deficit)

Stockholders’

Balances July 31, 2020

$ ( 28,850,728 )

Common stock issued for services

Conversion of convertible note payable

Note payable converted to common stock

Common stock options issued for services

Restricted common stock units issued for services

Warrants and beneficial conversion feature issued with debt and equity

Balances July 31, 2020

$ ( 651,478 )

Common stock issued for services and compensation

Common stock issued for compensation and services

Conversion of convertible notes debt financing

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Balances July 31, 2021

( 45,733,823 )

( 2,767,354 )

Common stock issued for compensation and services

Common stock issued in connection with Prevacus milestone

Stock-based compensation

Common stock issued in connection with debt financing

Common stock issued in equity financing

Beneficial conversion feature issued with debt

Return of shares to treasury

( 23,529,578 )

( 8,444,131 )

Balances July 31, 2022

$ ( 54,177,954 )

$ ( 4,643,617 )

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Odyssey Health, Inc.

and Subsidiaries

Statements of Cash Flows

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Cash flows from operating activities

$ ( 8,444,131 )

$ ( 16,883,095 )

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

Depreciation and amortization

Stock issued for services and compensation and stock-based

Stock issued for services and stock-based compensation

Amortization of beneficial conversion feature, debt discount and closing costs

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Financing costs paid with stock

Asset purchase liability

Gain on debt extinguishment

Gain on forgiveness of long-term debt

Changes in operating assets and liabilities:

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Increase in accrued interest

Increase in asset purchase liability

Net cash used in operating activities

( 3,175,783 )

( 3,423,111 )

Cash flows from investing activities

Intellectual Property

Cash flows from financing activities

Proceeds from notes payable

Proceeds from Paycheck Protection Program

Financing closing costs paid with cash

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Noncash Investing and Financing Activities

Warrants and beneficial conversion issued in connection with convertible notes

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

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Accounts payable converted into common stock

Increase in principal of notes payable

Common stock issued for Prevacus milestone

Shares returned to treasury

The accompanying notes are an integral part

of these financial statements

Odyssey Group International, Inc.

Odyssey Health, Inc.

Notes to Financial Statements

Nature of Operations

Nature of Operations and Going

Our corporate mission is to create or acquire

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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

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.

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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.

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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

ended July 31, 2022 (“fiscal 2022”) or 2021 (“fiscal 2021”) and we had an accumulated deficit of $ 54,177,954 as

of July 31, 2022.

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

Cash available at July 31, 2022 of $ 72,534 may not provide enough working capital to meet our current operating expenses through October

We follow the provisions of Financial Accounting

Standards Board (“FASB”), Accounting Standards Codification (“ASC”), Topic 205-40, “Presentation of Financial

Statements — Going Concern”, or ASC 205-40, which requires management to assess the Company’s ability to continue as

a going concern for one year after the date the consolidated financial statements are issued.

Based on our available cash as of July 31,

2022, management has concluded that substantial doubt exists about our ability to continue as a going concern for one year from the

date these financial statements are issued.

We expect to seek additional funding to sustain its future operations and while we have successfully

raised capital in the past, the ability to raise capital in future periods is not assured.

The consolidated financial statements have

been prepared assuming that we will continue as a going concern, which contemplates continuity of operations, the realization of assets

and the satisfaction of liabilities and commitments in the normal course of business.

The consolidated financial statements do not include

any adjustments that might result from the outcome of this uncertainty.

The operating deficit raises substantial doubt

about our ability to continue as a going concern.

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might result from the outcome of this uncertainty.

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

pandemic continues to severely impact the U.S.

As COVID-19 pandemic continues to severely impact

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.

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.

If we are unable to raise additional capital by

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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.

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

about our ability to continue as a going concern.

Summary of Significant Accounting

Basis of Consolidation

The consolidated financial

statements include the accounts of Odyssey Health, Inc.

and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd.

All intercompany balances and transactions have been eliminated.

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.

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

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the Australian

research and development and GST tax rebates, loans and advances receivable and prepaid insurance.

At July 31, 2022 there were no impairment

Property and equipment, net

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We recognized

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

depreciation expense of $ 414 and $ 552 ,

respectively, in fiscal 2022 and 2021.

At July 31, 2022, our property and equipment were fully depreciated.

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.

Intangible assets consist of costs related to

a patent for our PRV-002 drug device combination 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 recognized amortization expense of $ 1,960

and $ 5,000 , respectively, in fiscal 2022 and 2021.

Future amortization of intangible assets is as

Schedule of future amortization expense assets

Beneficial conversion feature of convertible

notes payable

The Beneficial Conversion Feature (“BCF”)

of a convertible note (Note 6) is normally characterized as the convertible portion or feature of certain notes payable that provide a

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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.

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

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

The following securities were excluded from the

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

Schedule of antidilutive shares

Fiscal Year Ended July 31,

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Warrants to purchase common stock

Restricted stock units

Unvested restricted stock units

Total potentially dilutive securities

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exercise activity of unexercised, outstanding options.

The fair value of stock awards is determined based

on the fair value of our common stock on the date of grant.

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.

and other current assets, 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.

the period when incurred.

In-process research and development

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We recognized

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

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

Income taxes are accounted for based upon an asset

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In December 2019, the Financial Accounting Standards

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

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.

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

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

We do not expect the adoption

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

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

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

Contracts in Entity’s Own Equity

(Subtopic 815-40),”

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

of ASU 2019-12 effective August 1, 2021, on a prospective basis did not have a material effect on our financial position, results of operations,

or cash flows.

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

– Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity

(Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners

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

ASU 2020-06 also amends the

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

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

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We have not yet determined the

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

Asset Purchase Agreement

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

Asset Purchase Agreement and

Asset Purchase Liability

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

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

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

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

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

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

and its President, Dr.

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

The Milestone Consideration (“Milestone”)

Jacob VanLandingham, is an employee.

The Milestone Consideration (“Milestone”)

may be earned by Prevacus as follows:

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

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

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

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 were not to exceed $6.0 million based on the price of our common stock on the date the payment would have been due.

This milestone will not be met as the relevant patents lapsed;

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

This milestone was met in March 2022;

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.

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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.

This milestone will not be met as the one-year deadline lapsed;

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.

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

Note 5 for additional information.

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.

“Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at $1.18 per share

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

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 which was recorded as an Asset purchase liability

on our Balance Sheets.

Any remaining Asset purchase liability once all obligations have been paid will be satisfied with the release of

shares of our common stock at $1.18 per share.

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.

This milestone was met in March 2022.

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

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

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

According to the agreement,

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

The fair value of the contingent consideration

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

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

The fair value of financial assets and liabilities

are determined utilizing a three-level framework as follows:

Level 1 –

Observable inputs, such

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.

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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.

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July 31, 2022 or 2021.

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

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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.

We also had contingent

consideration at July 31, 2022 and 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc.

The fair value of the

contingent consideration is reviewed quarterly and determined based on the current status of the

project (Level 3).

Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as

it is not yet probable that any of the milestones will be met.

See Note 4 for additional information.

Fixed-Rate Debt

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long-term debt was as follows:

Schedule of fixed-rate debt

Carrying value

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No non-financial

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

assets were recorded at fair value during fiscal 2022 or 2021.

Promissory Notes

On December 21, 2021,

and December 22, 2021, we entered into a total of five Promissory Notes (the “Notes”) with three of our directors and two

Joseph Michael

Redmond, President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director,

Gandolfo, Director, and Mr.

Richardson, Director, each loaned us $ 25,000

for total proceeds of $ 125,000 .

The Notes bear interest at 8 %

per annum and were originally due March 31, 2022.

In April 2022, the maturity date of the Notes was extended to May 31, 2022, in May

2022, it was extended to September 30, 2022, and, in September 2022, the maturity date was extended to December

At July 31, 2022, the recorded $ 6,063

of interest expense and accrued interest on these notes.

Tysadco Partners

On August 29, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Tysadco Partners (“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 was originally due

March 1, 2022 .

We received $ 250,000 net cash from the issuance of the promissory note and issued 200,000 shares of common stock with a

relative fair value of $ 17,718 which is being expensed over the life of the note as a component of interest expense.

The conversion rate

of the note is $ 0.30 for a total of 983,333 shares of our common stock if converted in full, including interest.

On March 31, 2022, the SPA was amended to extend

the maturity date to March 1, 2023 , and, as consideration, $ 25,000 was added to the principal.

LGH Investments, LLC

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities

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

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

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

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

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

The 2020 Note was convertible at a

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

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

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

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

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

The 2020 LGH Agreement included the issuance of

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

of our common stock.

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

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

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

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

costs when incurred.

The conversion feature met the criteria for characterization

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

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

April 2021 Promissory Note

On April 5, 2021, we entered into a Securities

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

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

Note”).

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

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

The 2021 Note is convertible at a price of $1.00

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

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

will be $1.00 per share.

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

promissory note (the “Note”) which bears interest at a one-time rate of 8.0 % applied to the face value of the Note.

On February 15, 2022, we entered into Amendment

1 (the “Amendment”) to the Note with an effective date of February 1, 2022 .

Pursuant to the Amendment, the maturity date

of the Note was extended from February 5, 2022 to May 31, 2022 .

As consideration, $ 200,000 was added to the principal amount outstanding,

we issued 100,000 shares of our common stock to LGH with a value of $ 51,000 and we will pay down principal and interest on the Note in

the amount of the lesser of 10% or $ 250,000 of any future capital raises, investments, donations or financings unless the Note has been

The conversion rate of the Note at this time was $ 1.00 per share for a total of 1,336,000 shares of our common stock if converted

in full, including interest.

In June 2022, the maturity date of the LGH Note

was extended to August 30, 2022 .

As consideration, the Note conversion price changed to $ 0.20 per common share.

The greater than 10% change

in conversion price caused the extinguishment of debt and revalued the Note, resulting in a $ 200,100 beneficial conversion feature which

is being amortized over the term of the Note.

At July 31, 2022, $ 125,989 of this amount had been amortized as interest expense.

At July, 31, 2022 we paid $ 70,000 towards the

principal and at July 31, 2022 the balance was $ 1,180,000 .

The conversion rate of the Note at this time was $ 0.20 per share for a total

of 6,320,000 shares of our common stock if converted in full, including interest.

The 2021 LGH Agreement included the issuance of

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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

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.

The Note bore 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.

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 “Second Commitment Shares”) were to be returned to us if the Note was fully repaid and satisfied on or prior to August

14, 2021 (the “Maturity Date”).

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

Upon the occurrence of any “Event of Default,”

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

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

provided, however , that Labrys

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

and outstanding common stock, unless such limit is waived.

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

while the Note is outstanding.

The Note requires that we reserve from our authorized

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

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

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

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

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

We are subject to penalties for failure to

timely deliver shares to Labrys following a conversion request.

The Labrys SPA and the Note contain

covenants and restrictions common with this type of debt transaction.

Furthermore, we are subject to certain negative covenants

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

At July 31, 2021, we were in

compliance with all covenants and restrictions.

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

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

the one-year life of the Note.

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 were amortized over the

one-year life of the Note.

Conversion of Convertible Notes Payable

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

As of July 31, 2021, no convertible promissory

notes were outstanding, except the note due to LGH.

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

loan for $50,000 was forgiven.

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

year ended July 31, 2021.

Notes Payable

The following notes payable were outstanding:

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

On February 11, 2021, we received notice that

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

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

of Operations for fiscal 2021.

Notes Payable Outstanding

Schedule of Notes Payable

July 31, 2022

July 31, 2021

Note issued to Labrys due August 14, 2021 with an interest rate of 12%

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

Unamortized debt discount and closing costs

Convertible note issued to LGH due August 30, 2022 with a fixed interest rate of 8.0% over the term of the note (annual interest rate of 5.22%) and convertible at $0.20 per share

Promissory notes issued to officers and directors due December 31, 2022 with a fixed interest rate of 8.0% per annum (see Note 6)

Tysadco convertible promissory note payable due March 1, 2023 with a fixed interest rate of 8.0% over the term of the note (annual interest rate of 5.09%) and convertible at $0.30 per share

Unamortized debt discount, closing costs and beneficial conversion feature

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.

2021 Omnibus Stock Incentive Plan

At our annual stockholder meeting held September

14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”).

of the 2021 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 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 2021 Plan is 20,000,000.

At July 31, 2022, 13,355,000 shares remained available for future awards

and 20,000,000 shares of our common stock were reserved for issuance pursuant to the 2021 Plan.

Grants to Directors, Officers and Named

Executive Officers

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.

Casey, Conroy and

Gandolfo received 500,000

RSUs at $0.45 per share.

At July 31, 2022, we recognized $592,500 as a component of General and administrative expense.

On May 19, 2022, the Board granted 500,000 each to our four independent

directors, Messrs.

Casey, Conroy, Gandolfo and Richardson, 750,000 to Mr.

Redmond, 600,000 to Ms.

Farrell vesting 50% in one year and

50% in year two and 100,000 to Dr.

VanLandingham vesting based upon milestones for a total of 3,450,000 options granted.

price per share is $0.30 and the options have a 10 year expiration.

At July 31, 2022, we recognized $ 155,033 as a component of General and administrative expense.

Stock Options

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

Weighted Average Exercise Price

Stock option activity during fiscal 2022 was as follows:

Schedule of stock option activity

Average Exercise Price

Options outstanding at July 31, 2021

Options canceled

(15,000,000 )

Options granted

Options outstanding at July 31, 2022

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

Vanlandingham’s

employment agreement, Dr.

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

shares vested on the signing of closing documents.

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

1B first dosing of human;

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

These amounts are being expensed over

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

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

fiscal year ended July 31, 2021.

The foregoing table only includes stock options

awarded to employees and others for services rendered to us.

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

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

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

were as follows:

Criteria used for determining the Black-Scholes

value of options granted were as follows:

Schedule of assumptions

Year Ended July 31,

Expected stock price volatility

137 % - 149 %

Risk free interest rate

1.17 % - 3.02 %

Expected life of options (years)

Expected dividend yield

Restricted Stock Units (“RSUs”)

RSU activity during the year-ended July 31, 2021

was as follows:

Restricted Stock Units (“RSUs”)

RSU activity during fiscal 2022 was as follows:

Schedule of RSU activity

Number of RSUs

Weighted Average

RSUs outstanding at July 31, 2021

( 3,707,124 )

RSUs outstanding at July 31, 2022

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

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

In addition, we issued RSUs covering

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

In April 2021, we issued

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

These amounts are being

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

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

In March, April and May 2021, we entered into

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

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

upon signing and 487,500 vest in one year.

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

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

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

Unrecognized Compensation Costs

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

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

Warrant activity during the fiscal year ended

July 31, 2021 was as follows:

Warrant activity during fiscal 2022 was as follows:

Schedule of warrant activity

Number of Warrants

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Warrants canceled

( 1,485,834 )

Warrants outstanding at July 31, 2022

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

Unrecognized Stock-Based Compensation Costs

At July 31, 2022, we had total unrecognized stock-based

compensation of $ 1,790,049 , which will be recognized over the weighted average remaining vesting period of 1.43 years.

Treasury Shares

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

On August 5, 2021, our loan with Labrys Fund,

LP was repaid in full and, per the agreement, on August 6, 2021, 350,000 restricted stock shares were returned to treasury.

On December 21, 2021,

Vivakor, Inc., a shareholder, returned 3,309,578 shares of our common stock and the shares were returned to treasury.

On December 29, 2021,

Regal Growth, LLC, a shareholder, returned 5,000,000 shares of our common stock and the shares were returned to treasury.

On February 2, 2022,

LBL Professional Consulting, Inc., a shareholder, returned 7,500,000 shares of our common stock and the shares were returned to treasury.

On July 27, 2022, PLC

Investments, Inc., a shareholder, returned 7,370,000 shares of our common stock and the shares were returned to treasury.

Common Stock Issued for Services

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

On February 9, 2022,

in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 restricted shares of our common

stock valued at $ 0.53 per share.

The agreement includes a leak out provision until the shares have been sold.

On May 8, 2022, we entered into a six month consulting

agreement for investor relations services.

We granted the investor relations firm 45,000 shares of our common stock with a value of $ 16,650

which was expensed as a component of General and administrative expenses.

On May 19, 2022, we entered into a six month consulting

agreement for investor relations services.

We granted the investor relations firm 500,000 shares of our common stock with a value of $ 115,000

which was expensed as a component of General and administrative expenses.

On June 10, 2022, in

connection with our agreement with Prevacus entered into on March 1, 2021, we issued Prevacus 1,000,000 shares of our common stock upon

the successful first dosing in our Phase I clinical trial related to our PRV-002 neurosteroid concussion treatment in the quarter ended

April 30, 2022.

On July 20, 2022, we entered into a consulting

agreement for investor relations services.

We granted the investor relations firm 200,000 shares of our common stock with a value of $ 40,000

which was expensed as a component of General and administrative expenses.

Common Stock Issued for Compensation

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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.

We 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

Reverse Split

At our 2021 annual stockholder meeting, which

was held on September 14, 2021, the stockholders approved the proposal that granted the Board discretionary authority to amend our Certificate

of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock.

As determined by our Board,

such stock split could be effected at a time and choosing of the Board.

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 re-issuance.

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.

Tysadco Partners

On October 18, 2021, we entered into a Securities

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

from Tysadco and Tysadco received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $ 0.50

per common share expiring in 5 five years.

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.

$ 1.00 per share for total an aggregate purchase price of $ 295,000 to 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

Lincoln Park Capital Fund

October 2021 Securities Purchase Agreement

On October 22, 2021, we entered into a Securities

Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $ 250,000

in cash from LPC and LPC received (i) 1,500,000 restricted shares of our common stock, and (ii) 833,333 warrants exercisable at $ 0.50

per common share expiring in 5 five years.

August 2020 Securities Purchase Agreement

On August 14, 2020, we entered into a Purchase

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

or “LPC”).

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

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

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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 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

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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

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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

“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

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

a total of $97,718 in additional

a total of $ 97,718 in connection with the 1,550,904 shares purchased from January 2021

through July 31, 2021 and at July 31, 2022, we have accrued $ 13,750 in Accounts payable related to this amount and no additional fees are

required to be paid.

In addition, and in consideration for the service

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purchase, are summarized below:

Schedule of Shares purchased

Purchase Date

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February 2021

We paid A.G.P.

a fee of $97,718, in connection

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

September 2021

February 2022

See Note 13 for information regarding subsequent

sales to LPC.

In connection with an amendment to the LGH Note,

we issued LGH 100,000 shares of our common stock with a value of $ 51,000 .

See Note 6 for additional information.

Private Placement

On February 2, 2022, we entered into an

agreement to raise money through a private investment in a public entity (“PIPE”).

We offered up to 14,285,714

Units (the “Units”) at $ 0.35

per Unit (he “Offering”).

Each Unit consisted of one share of our common stock (the “Shares”) and one-half

of an accompanying warrant (the “Investor Warrants”).

Each full warrant is exercisable for one share of our common stock

The Investor Warrants have a term of 5 five years and, in certain circumstances, may be exercised on a cashless basis.

The Share and Investor Warrant comprising each Unit are immediately separable and were issued separately.

The Offering was made on a “Minimum”

basis, meaning a minimum amount of money must be raised.

The minimum amount of $ 1,000,000 was raised effective April 14, 2022.

we issued a total of 2,870,800 Units, consisting of 2,870,800 Shares and 1,435,400 Investor Warrants for gross proceeds to us of $ 1,004,780 .

Net proceeds after deducting commissions and fees were $ 849,302 .

On May 3, 2022, the second closing of the PIPE

occurred, pursuant to which we issued 1,187,572 Units, consisting of 1,187,572 shares of our common stock at $ 0.25 per Unit and warrants

to purchase 593,786 shares of our common stock for which we received $ 415,650 in gross proceeds.

Net proceeds after deducting commissions

and fees were $ 374,085 .

As part of the second closing, we issued Laidlaw 608,755 warrants with an exercise price of $ 0.35 per share with

a five-year cashless exercise.

In connection with the Offering, we paid Laidlaw

& Company (UK) Ltd.

(“Laidlaw”), our introducing broker, 10% of the proceeds, or $ 100,478 in cash, as a finder fee.

the second closing of the Offering, we are obligated to issue Laidlaw warrants equal to 10% of the Shares sold in the Offering, including

any common stock issued or issuable.

The Warrants will have an exercise price equal to the lowest price per share of the share of common

stock issued or issuable to investors in the offering and will expire in five years.

The Laidlaw warrants will include cashless exercise

We filed a Form S-1 on July 29, 2022 to register

all shares issued and issuable pursuant to the PIPE and it became effective on August 9, 2022.

We file income tax returns in the U.S.

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statutory rate to our effective tax rate:

Schedule of Effective Income Tax Rate Reconciliation

For the year ended July 31,

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Our tax provision (benefit) was as follows:

Schedule of Components of Income Tax Expense (Benefit)

For the year ended July 31,

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Increase in valuation allowance

( 1,182,300 )

Our net deferred tax asset was as follows:

Schedule of Deferred Tax Assets and Liabilities

For the year ended July 31,

1 unchanged sentence

Valuation allowance

( 2,475,100 )

( 1,589,700 )

Net deferred tax asset

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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).

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 §

is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC § 83.

As the stock received

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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.

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.

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, 2022, 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.

Tax returns for

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

Related Party Transactions

Due to Officers and Executives

Due to Officers

The following amounts were due to our officers

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

Schedule of related party payables

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.

The amount of unpaid salary and bonus due to

our officers was included in Accrued wages on our Balance Sheets and was as follows:

Schedule of accrued wages

Christine Farrell, CFO

On January 31, 2022, the Compensation Committee

and our full Board approved the 2021 bonus plan.

Pursuant to the plan, Mr.

Redmond received a $ 360,000 bonus and Ms.

Farrell received

a $ 40,000 bonus based upon meeting fund raising goals.

The bonuses will be paid when funds are available and are included in the amounts

disclosed in the above table.

In December 2021, we entered into a

total of five Promissory Notes with three of our directors and two officers.

Joseph Michael Redmond, President and Chief Executive

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Gandolfo, Director, and Mr.

Richardson, Director, each loaned us $25,000 for total proceeds of $125,000.

At July 31, 2022, we recorded $6,063 of interest expense

and accrued interest on these notes .

See also Note 6 for a discussion of $ 25,000 Promissory Notes payable

to each of two officers and three directors.

See also Note 7 for a discussion of RSUs and stock option grants to

each of our four directors, two officers and Dr.

VanLandingham.

Related Party Transaction

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

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

These amounts are being expensed

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

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

Upon joining our Board, we have granted to each

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

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

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

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

The exception to this was the grant of one

million shares of our common stock outright to Dr.

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

Asset Purchase agreement on June 25, 2019.

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

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

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

expensed in future periods.

On November 7, 2017, Mr.

Redmond entered into

an employment agreement with the Company.

an employment agreement with us.

As part of the employment agreement, Mr.

Redmond was granted 25 million shares of common stock

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

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

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

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

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 we reached $10 million in revenues.

Redmond was granted options for 15

million shares with an exercise price of $0.25 per share that vest equally upon our revenue reaching $5 million, $10, million and $15

The vesting accelerated based upon a change of control.

None of these conditions were met and

the options were canceled in September 2020.

None of these conditions were met and the options were canceled in September

On February 16, 2018, the employment agreement

4 unchanged sentences

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.

10 million shares to be provided by us 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.

2 unchanged sentences

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

The Company recognized $53,000

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

On March 1, 2021, as part of the Prevacus

Vanlandingham’s employment agreement, Dr.

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

value of $941,000.

We recognized $53,000 of

compensation expense related to the 5.3 million shares granted, with a fair value of $0.01 per share, during fiscal 2021.

On March 1, 2021, as part of the Prevacus APA

VanLandingham’s employment agreement, Dr.

VanLandingham was granted 1,000,000 stock options with a fair market value of

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.

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.

amount is being expensed over the life of the awards and $ 295,845 and $ 596,145 was expensed to General and administrative expenses in

fiscal 2022 and 2021, respectively.

As of July 31, 2022, $ 49,010 remained to be expensed in future periods.

In March and May 2021, we entered in a letter

agreement loan with Prevacus Inc.

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

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

are due June 2021.

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

Going Concern

We did not recognize any revenues for the years

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

For the foreseeable future, we expect

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

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

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

The operating deficit indicates substantial doubt

about our ability to continue as a going concern.

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

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

We may obtain capital

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

There can be no assurance

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

be obtained on commercially reasonable terms.

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

to further scale down or perhaps even cease operations.

The issuance of additional equity securities could

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

Obtaining commercial loans, assuming those loans

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

Our financial statements do not include adjustments that

might result from the outcome of this uncertainty.

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

pandemic continues to severely impact the U.S.

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

Political, legal

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

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

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

For example, several

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

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

Governmental authorities in many countries, including

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

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

If we are unable to raise additional capital by

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

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

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

(see Note 8 above).

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

doubt about our ability to continue as a going concern.

The loans have an annual interest rate of 3% per annum and principal

and interest were due in June 2021.

At July 31, 2022, the loans had not been repaid and continue to accrue interest.

At July 31, 2022, we have advanced Dr.

VanLandingham

$ 27,500 , which is being repaid through payroll deductions.

Donation Received

5, 2022, we received a donation in the amount of $ 500,000 in partnership with the Erase PTSD Now organization and the Glenn Greenberg

and Linda Vester Foundation.

These funds were recorded as Other income in our Statements of Operations and will be used to progress the

Phase 1 human clinical trials for drug candidate PRV-002 for the treatment of concussion.

It was contemplated, a royalty of one-half of

one percent be paid to Erase PTSD Now in perpetuity.

At this time there is no agreement in place and the parties may or may not enter

into an agreement in the future.

Research and Development Rebate

In fiscal 2022, we received research and development and GST rebates

from the government of Australia in the amount of $ 264,209 for clinical work performed in Australia related to our Phase 1 human

trial for safety and efficacy for the treatment of concussed individuals.

In addition, as of July 31, 2022, we had accrued $ 366,475 in

Prepaid expenses and other current assets to reflect the anticipated rebates for additional expenses incurred related to the clinical trial.

The rebates were accounted for as an offset to Research and development expense.

Subsequent Events

On October 22, 2021, we entered into a Securities

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

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

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

Tysadco Partners

On August 29, 2021, we entered into a Securities

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

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

We received $250,000 net cash

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

On October 18, 2021, we entered into a Securities

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

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

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

In August and September 2021,

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

As of October 29, 2021, remaining purchase

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

At the annual shareholder meeting held September

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

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

the state of Nevada.

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

and are awaiting approval from the Nevada Secretary of State.

Reverse Split

At the annual shareholder meeting held September

14, 2021 the stockholders approved the proposal to grant the Board discretionary authority to amend our Certificate of Incorporation to

effect a reverse stock split of the issued and outstanding shares of our Common Stock, par value $0.001 per share, such split to combine

a whole number of outstanding shares of our Common Stock in a range of not less than two shares and not more than 30 shares, into one

share of Common Stock at any time prior to January 31, 2022.

The amendment did not change the number of authorized shares of Common Stock

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

The number of authorized shares will not be reduced.

The number of

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

We reserve the right

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

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

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

on the market price of our Common Stock.

2021 Omnibus Stock Incentive Plan

At the annual shareholder meeting held September

14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan.

The purposes of the Amended and Restated

2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide

incentives for productivity and the opportunity to share in the our growth and value.

Subject to certain adjustments, the maximum number

of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other

stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000.

On July 29, 2022 the Company filed Form S-1:

for Registration of Securities with the SEC, to register its shares from it PIPE for re-sale on the open market.

The Form S-1 became

effective August 9, 2022.

In September and October 2022, two shareholders

returned at total of 8,800,000 common stock shares to treasury and all rights, title and interest in the shares were relinquished.

In September and October

2022, in connection with entering consulting agreements, we issued consultants 1,800,000 restricted shares of our common stock valued

at an average price of $0.22 per share.

On September 21, 2022, we entered into a

promissory note for $30,000 with Jonathan Lutz, an accredited investor.

The note bears an interest rate of 8% per annum and is due

December 31, 2022.

On September 29, 2022, we entered into Amendment

3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC.

to the Amendment, the parties have agreed to extend the maturity date of the note to December 31, 2022.

As consideration, $115,000 was

added to the principal amount outstanding.

All other terms and conditions remain the same.

On September 30, 2022, we entered into five Promissory

Note Amendments, to the Promissory Notes entered into December 21, 2021 and December 22, 2021 and as amended April 20, 2022, and June

3, 2022, with three directors and two officers.

Pursuant to the Amendments, the parties have agreed to extend the maturity date of the

Promissory Notes to December 31, 2022.

All other terms and conditions remain the same.

Subsequent to July 31, 2022 and through October 31, 2022, we sold an

additional 1,133,591 shares of our common stock to LPC for total proceeds $240,710.

Subsequent to July 31, 2022 and through October 31, 2022, we issued

3,250,000 stock options to consultants, employees and an officer at an average exercise price of $0.29 per share.

The options have expirations

dates of five and 10 years.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data