What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-10-30 compared with 2022-10-31 · 491 added, 439 removed, 646 unchanged (59% of the section changed)

Financial Statements and Supplementary Data

INDEX TO FINANCIAL STATEMENTS

INDEX TO CONSOLIDATED 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’ 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 Financial Statements

Consolidated Balance Sheets as of July 31, 2023 and 2022

Consolidated Statements of Operations for the Years Ended July 31, 2023 and 2022

Consolidated Statements of Stockholders’ Deficit for the Years Ended July 31, 2023 and 2022

Consolidated Statements of Cash Flows for the Years Ended July 31, 2023 and 2022

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

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Opinion on the Financial Statements

We have audited the accompanying balance sheets

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.

We have audited the accompanying consolidated

balance sheets of Odyssey Health, Inc.

(the “Company”) as of July 31, 2023 and 2022, the related consolidated statements of

operations, stockholders’ deficit and cash flows, for each of the two years in the period ended July 31, 2023, 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, 2023 and 2022 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

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.

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.

The financial

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

Basis for Opinion

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

· 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.

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 .

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and Subsidiaries

Balance Sheets

Consolidated Balance Sheets

Current assets:

Research and development rebate due from the Australian government

Prepaid expenses and other current assets

Total current assets

Property and equipment, net

Intangible assets, net

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Asset purchase liability

Note payable, directors and officers

Notes payable, net of unamortized beneficial conversion

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

Notes payable, officers and directors

Notes payable, net of unamortized

beneficial conversion feature, debt discount and closing costs of $ 280,340 and $ 48,063

Total current liabilities

Commitments and contingencies (Note 5)

Fair value, commitments and contingencies (Note 5)

Stockholders' deficit:

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100,000,000 shares authorized, no shares issued or outstanding

Common stock, $ .001 par value;

Common stock, $.

001 par value;

500,000,000 shares authorized with 79,067,879 and 77,860,563 issued and outstanding

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The accompanying notes are an integral part

of these financial statements

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Statements of Operations

Consolidated Statements of Operations

Fiscal Year Ended July 31,

General and administrative expense

Research and development

In-process research and development

Research and development

Stock-based compensation

General and administrative

Loss from operations

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Interest expense

( 1,072,383 )

Other income, net

Net loss and comprehensive loss

$ ( 5,919,421 )

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The accompanying notes are an integral part

of these financial statements

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Statements of Stockholders’ Equity (Deficit)

Consolidated Statements of Stockholders’

Stockholders’

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Common stock issued for compensation and services

Conversion of convertible notes debt financing

Common stock issued in connection with Prevacus milestone

Stock-based compensation

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Common stock issued in equity financing

Warrants and beneficial conversion feature issued with debt and equity

Common stock issued in asset purchase agreement

Beneficial conversion feature issued with debt

Return of shares to treasury

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( 4,643,617 )

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 debt financing

Warrants issued in debt financing

Common stock issued in equity financing

Beneficial conversion feature issued with debt

Common stock issued in conversion of debt

Common stock issued in option purchase agreement

Return of shares to treasury

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The accompanying notes are an integral part

of these financial statements

of these consolidated financial statements.

Odyssey Health, Inc.

and Subsidiaries

Statements of Cash Flows

Consolidated Statements of Cash Flows

Fiscal Year Ended July 31,

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

Depreciation and amortization

Stock issued for services and stock-based compensation

Amortization of beneficial conversion feature, debt discount and closing costs

Amortization of beneficial conversion feature, debt discount and closing

Stock issued for in-process research and development

Financing costs paid with stock

Gain on forgiveness of long-term debt

Changes in operating assets and liabilities:

(Increase)/decrease in prepaid expenses

Increase in prepaid expenses and other current assets

Decrease (increase) research and development rebate due from Australian government

Increase in accounts payable

Increase (decrease) in accrued wages

Increase in accrued wages

Increase in accrued interest

Increase in asset purchase liability

Net cash used in operating activities

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Cash flows from investing activities

Intellectual Property

Purchased intellectual property

Cash flows from financing activities

Proceeds from notes payable

Financing closing costs paid with cash

Proceeds from borrowings on notes

Principal payments made on notes payable

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Noncash Investing and Financing Activities

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

Common stock issued for conversion of notes payable and accrued interest

Common stock issued for debt financing commitment shares

Common stock issued in exchange for closing costs

Warrants issued in connection with financings

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The accompanying notes are an integral part

of these financial statements

of these consolidated financial statements.

Odyssey Health, Inc.

Notes to Financial Statements

Nature of Operations and Going

Notes to Consolidated Financial Statements

of Operations and Going Concern

Our corporate mission is to create or acquire

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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.

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.

Cash available at July 31, 2023 of $ 36,865 will not provide enough working capital to meet our current operating expenses through the

first quarter of fiscal 2024.

The operating deficit and cash balance at July

31, 2023 indicate 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 scale down or perhaps even cease operations.

The issuance of additional equity securities could

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might result from the outcome of this uncertainty.

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.

If we are unable to raise additional capital by

October 28, 2023, 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

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

We are continually adjusting our business plan

to reflect our current liquidity expectations.

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

stock, it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with Lincoln Park Capital

Fund, LLC (“LPC”).

Due to the limitations in the equity line of credit, we will need to do one or more of the following during

secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures,

or seek bankruptcy protection.

Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about

our ability to continue as a going concern.

of Significant Accounting Policies

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.

The consolidated

financial statements include the accounts of Odyssey Health, Inc.

and our wholly-owned subsidiary Odyssey Group International

Australia, Pty Ltd (collectively, the “Company”).

All intercompany balances and transactions have been eliminated.

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

Research and development rebate due from

the Australian government

We receive a 43.5% rebate at the end of each fiscal

year from the Australian government on all research and development performed in Australia.

We record the rebate as expenses are incurred

as an offset to research and development.

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

Prepaid expenses and other current assets consist

of loans and advances receivable and prepaid insurance.

At July 31, 2023 there were no impairment concerns.

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.

As of July 31, 2022, all property and equipment

was fully depreciated.

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

We recognized

depreciation expense of $ 414 and $ 552 ,

respectively, in fiscal 2022 and 2021.

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

depreciation expense of $ 0 and $ 414 , respectively, in fiscal 2023 and 2022.

Intangible assets, net

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

a patent for our ONP-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

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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.

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

Basic net loss per share is computed by dividing

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

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 years presented as we were in a loss position for all periods.

The following securities were excluded from the

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Stock-based compensation

We recognize compensation expense for all restricted

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

We recognize stock-based 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)

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of these instruments.

Research and development expense

In-process research and development

In-process research and development relates to

the value of 1,000,000 shares of our common stock with a value of $ 0.17 per share issued to Prevacus in connection with the November 2022

Option Agreement (Note 8).

Research and development

Research and development costs are expensed in

the period when incurred.

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 in fiscal 2021 (Note 4).

Income taxes are accounted for based upon an asset

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

New Accounting Pronouncements

In December 2019, the Financial Accounting Standards

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

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.

New Accounting

Pronouncements

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

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

Asset Purchase Agreement and

Asset Purchase Liability

Purchase Agreement and Asset Purchase Liability

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

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(“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

rights, interests and intellectual property in a certain drug program (ONP-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.

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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.

on our Consolidated 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.

valued at $1.18 per share for $ 1,180,000 was recorded as a component of Additional Paid in Capital for achievement of the milestone related

to the first dosing in a Phase I Clinical Trial in March 2022.

We determined that, in

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

Fair Value, Commitments and Contingent Liabilities

The fair value of financial assets and liabilities

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July 31, 2023 or 2022.

The carrying values of

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

No changes were made

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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.

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

See Note 4 for additional information.

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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 fiscal 2022 or 2021.

Promissory Notes

Non-financial assets, such as Intangible assets,

are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred.

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 fiscal 2023 or 2022.

Promissory Note

On September 21, 2022,

we entered into a promissory note for $ 30,000 with a consultant for investor relations services with an interest rate of 8 % per annum

and a due date of December 31, 2022.

On December 30, 2022,

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.

this promissory note was amended to extend the maturity date to January 31, 2023.

On January 31, 2023, the note was extended to June 30,

As consideration, the consultant was granted a five-year stock option for 50,000 shares of common stock at $0.17 per share.

other terms and conditions remained the same.

On June 9, 2023, we amended this promissory note

in order to convert the loan into 300,000 shares of our common stock with a value of $ 36,000 .

LGH Investments, LLC

April 2021 Promissory Note

On April 5, 2021, we entered into a Securities

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 .

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 (“LGH”).

Pursuant to Amendment No.

3, the maturity date of the note was extended to December 31, 2022.

As consideration, $ 115,000 was added to

the principal amount outstanding and is being amortized as interest expense over the remaining term of the Note.

All other terms and conditions

remain the same.

On November 10, 2022, LGH provided notice to convert

$ 300,000 of their outstanding convertible note into 1,500,000 shares of our common stock at $0.20 per share.

On December 29, 2022,

we entered into Amendment No.

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

Pursuant to the Amendment No.

4, the maturity date of the note was extended to March 31, 2023 .

As consideration, we paid $ 35,000 towards

the principal amount outstanding and $ 50,000 was added to the principal amount outstanding.

All other terms and conditions remain the

On March 31, 2023, we

entered into Amendment No.

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

to the Amendment No.

5, the maturity date of the note was extended to June 30, 2023 .

As consideration, $ 20,000 was added to the principal

amount outstanding.

All other terms and conditions remain the same.

Subsequent to Amendment No.

5 and the conversion, $ 1,030,000 remained

outstanding on the convertible note.

On July 6, 2023, we entered into Amendment No.

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

Pursuant to the Amendment No.

6, the maturity date of the note was extended to December 31, 2023 .

As consideration, $ 25,000 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

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.

and interest shall be charged on the unpaid Principal Amount at the rate of 8 % per annum from July 6, 2023.

All other terms and conditions

remain the same.

Subsequent to Amendment No.

6 , $ 1,055,000 remained outstanding on the convertible note.

Tysadco Partners, LLC/ClearThink Capital

Partners, LLC

On March 14, 2023, we entered into a Second Amendment

to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with

Tysadco Partners, LLC (“Tysadco”).

Pursuant to the Second Amendment, the maturity date of the note was extended to December

As consideration, the conversion price was amended to $ 0.20 per share from $ 0.30 per share and, upon execution, we converted

$ 100,000 of the note into 500,000 shares of our common stock.

Subsequent to this conversion, $ 175,000 remained outstanding on the note.

In addition, Tysadco assigned this note to ClearThink Capital Partners, LLC.

Directors and Officers Promissory Notes

On December 21, 2021,

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

and two officers.

Joseph Michael Redmond,

President and Chief Executive Officer, Ms.

Farrell, Chief Financial Officer, Mr.

Casey, Director, Mr.

Director, and Mr.

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

The Promissory Notes bear interest

at 8 % per annum and were originally due March 31, 2022.

On June 30, 2023, we entered into five Promissory

Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021 and December 22, 2021, and as amended

April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2023 and March 31, 2023 with three directors and two officers.

to the Amendments, the maturity date of the Promissory Notes were extended to October 31, 2023 , and the note holder may convert the note

prior to maturity at a conversion price of $ 0.12 per share.

All other terms and conditions remain the same.

At July 31, 2023 and

2022, we had $ 16,058 and $ 6,063 , respectively, of accrued interest related to these Promissory Notes.

Mast Hill Fund L.P.

On December 13, 2022, we entered into a Securities

Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P.

(“Mast Hill”).

Pursuant to the SPA, we sold Mast Hill

(i) an $ 870,000 face value, one-year, 10 % per annum Promissory Note convertible into shares of our common stock at $ 0.12 per share, (ii)

a five-year share purchase warrant entitling Mast Hill to acquire 2,000,000 shares of our common stock at $0.20 per share (the “Warrant”),

and (iii) a five-year warrant for 4,000,000 shares of our common stock at $0.20 per share issuable in the event of default.

after original discount, fees, and expenses, was $ 723,868 .

Pursuant to our agreement with Mast Hill, we were required to notify Mast Hill

of any draws on the LPC equity line of credit and at their request remit 30 % of the proceeds.

In connection with the Mast Hill agreement,

we issued Carter Terry & Company, Inc.

213,725 shares of our common stock valued at $ 13,443 .

On June 13, 2023, we entered into Amendment No.

1 to the SPA dated December 13, 2022.

Pursuant to the Amendment, we (i) increased the principal balance by $ 50,000 to a total of $ 920,000

to be amortized over the life of the note, (ii) issued a five-year common stock purchase warrant to Mast Hill Fund L.P.

for the purchase

of 1,000,000 shares of our common stock at $ 0.20 per share with a fair value of $ 28,448 , (iii) extended the maturity dated to June 13,

2024 , (iv) extended the amortization payments, and (v) changed the terms of the repayment from proceeds from other sources.

Labrys Fund, LP

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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.

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.

Accredited Investors Note Purchase Agreement

On July 7, 2023, we received a $ 150,000 advance

from an accredited investor related to a $ 500,000 Note Purchase Agreement (the “NPA”) entered into with two accredited investors

on August 15, 2023, at which time the remaining $ 350,000 of the $ 500,000 was received.

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 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

Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share

Promissory notes issued to officers and directors due October 31, 2023, with an interest rate of 8.0% per annum (see Note 10)

Note purchase agreement issued to an accredited investor due August 15, 2024, with an interest rate of 12% per annum

ClearThink convertible promissory note payable due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share

Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share

Unamortized beneficial conversion feature, debt discount and closing costs

Stock-Based Compensation

2021 Omnibus Stock Incentive Plan

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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.

At July 31, 2023, no shares remained available for future issuances and 19,475,000

shares of our common stock were reserved for issuance for awards outstanding pursuant to the 2021 Plan.

Awards covering a total of 2,545,000

shares were granted outside of the 2021 Plan in fiscal 2023, all of which were outstanding at July 31, 2023.

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.

Executive Officers Pursuant to the 2021 Plan

On September 14, 2021, three independent Board

members each received 500,000 RSUs with a value of $ 0.45 per share.

In addition, Mr.

Richardson received an initial equity grant of 500,000

RSUs with a value of $ 0.73 per share upon joining the Board on May 6, 2021.

All of the RSUs vested monthly over a 12-month period from

the date of grant.

During fiscal 2023, we recognized $ 795,951 of stock-based compensation related to these awards as a component of General

and administrative.

On May 19, 2022, the Board granted options exercisable

for 500,000 shares of our common stock to each of our four independent directors, 750,000 to Mr.

Redmond and 600,000 to Ms.

of these awards vested 50% in one year and 50% in two years and 100,000 to Dr.

VanLandingham vesting based upon milestones for a total

of 3,450,000 options granted.

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

During fiscal 2023 and

2022, we recognized $ 524,362 and $ 148,238 , respectively, of stock-based compensation related to these awards as a component of General

and administrative.

On October 14,2022, The Board granted Ms.

granted options exercisable for 500,000 shares of our common stock vesting upon a listing to a higher exchange.

The exercise price is

$0.318 and the options have a 10 year expiration.

During fiscal 2023, we recognized $120,735 of stock-based compensation related to these

awards as a component of General and administrative.

On January 12, 2023, three independent Board members

each received 500,000 RSUs with a value of $ 0.30 per share.

All of the RSUs vest 100% on January 12, 2024.

During fiscal 2023, we recognized

$ 243,750 of stock-based compensation related to these awards as a component of General and administrative.

In January 2023, one independent director retired

and voluntarily forfeited all vested and unvested equity awards, which resulted in a reversal of stock-based compensation of $ 68,497 in

On January 12, 2023, Mr.

Redmond and Ms.

our two executive officers, each received 500,000 RSUs with a value of $0.30 per share.

100,000 shares vested immediately, and 400,000

vest on December 31, 2023.

During fiscal 2023, we recognized $201,816 of stock-based compensation related to these awards as a component

of General and administrative.

During fiscal 2023, we recognized total $866,784

of RSU stock-based compensation as a component of General and administrative.

Stock Options

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Schedule of stock option activity

Average Exercise Price

Weighted Average Exercise Price

Options outstanding at July 31, 2022

Options granted

Options canceled or expired

( 1,350,000 )

Options outstanding at July 31, 2023

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140 % - 151 %

137 % - 149 %

Risk free interest rate

2.73 % - 4.25 %

1.17 % - 3.02 %

Expected life of options (years)

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RSUs outstanding at July 31, 2022

RSUs forfeited

( 1,000,000 )

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Warrants issued

Warrants canceled

( 1,485,834 )

Warrants outstanding at July 31, 2023

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compensation of $ 1,116,020 , which will be recognized over the weighted average remaining vesting period of .74 years.

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.

Return of shares

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

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

In September and October 2022, two shareholders

returned at total of 8,800,000 shares of our common stock valued at $ 8,800 to treasury.

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.

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.

stock valued at $ 0.53 per share for a total value of $ 1,590,000 which was expensed as a component of General and administrative.

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.

We granted the investor relations firm 45,000 shares of our common stock valued at $ 0.37 per

share for a total value of $ 16,650 which was expensed as a component of General and administrative.

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.

We granted the investor relations firm 500,000 shares of our common stock valued at $ 0.23 per

share for a total value of $ 115,000 which was expensed as a component of General and administrative.

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.

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 ONP-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

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.

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

We granted the investor relations firm 200,000 shares of our common stock valued at $ 0.20 per

share for a total value of $ 40,000 which was expensed as a component of General and administrative.

In September and October 2022 and March 2023,

in connection with entering into consulting agreements, we issued consultants 2,300,000 restricted shares of our common stock valued at

an average price of $ 0.19 per share for a total value of $ 433,800 which was expensed 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.

At our annual stockholder meeting held on January

12, 2023, 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 in a range of not less than two shares and not

more than 200 shares at any time on or before December 31, 2023.

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.

The number of authorized but unissued shares of

our common stock will materially increase and will be available for re-issuance.

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.

Tysadco Partners

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

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.

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, 2023, 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 Date

Number of Shares

Purchase Price

Total Purchase Price

Remaining Purchase

August 14, 2020

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February 2022

September 2022

November 2022

December 2022

February 2023

See Note 13 for information regarding subsequent

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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 .

dated February 1, 2022, we issued LGH 100,000 shares of our common stock with a value of $ 51,000 .

See Note 6 for additional information.

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Units (the “Units”) at $ 0.35

per Unit (he “Offering”).

per Unit (the “Offering”).

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

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

Prevacus Option Agreement

On November 21, 2022,

we entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc., which

expired May 20, 2023.

We had the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’

right, title, and interest in the worldwide and USPTO Patents to ONP-001 and one Enantiomer.

As consideration, we issued Prevacus 1,000,000

shares of our common stock at $ 0.17 per share for a total value of $ 170,000 which was expensed as In-process research and development

in fiscal 2023.

The compensation that would have been paid to Prevacus for 100% of ONP-001 was 2,000,000 shares of our common stock and

the consideration for the enantiomer would have been 1,000,000 shares of our common stock.

The total purchase price would have been net

of any equity paid to purchase the Option.

Common Stock Issued

in Connection with Debt Financings

As discussed above in

Note 6, we issued the following shares of our common stock in connection with debt financings during fiscal 2023 and 2022:

200,000 shares in connection with Tysadco convertible debt financing with a fair value of $ 17,718 ;

100,000 shares in connection with LGH convertible debt amendment with a fair value of $ 51,000 ;

213,725 shares with a value of $ 13,443 issued to Carter Terry & Company, Inc.

in connection with Mast Hill Fund, L.P.

1,500,000 shares upon the conversion by LGH of $ 300,000 of their outstanding convertible note;

500,000 shares upon the conversion by ClearThink of $ 100,000 of their outstanding convertible note,

300,000 shares upon the conversion by a consultant of $ 36,000 of their outstanding convertible note, and

560,000 shares upon the conversion by Mast Hill of $ 40,250 accrued interest and $ 1,750 fees.

We file income tax returns in the U.S.

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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 1).

than not at this time 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 1).

The following table reconciles the U.S.

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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,

Deferred tax asset

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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 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.

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, 2022, there were no

unrecognized tax benefits, or any tax related interest or penalties.

federal income tax examinations by tax authorities for years after 2022 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, 2023, 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

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The following amounts were due to our officers

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

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

Schedule of related party payables

Christine Farrell, CFO

The amount of unpaid salary and bonus due to

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

The amount of unpaid salary and bonus due to our

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

Schedule of accrued wages

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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.

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

each of two officers and three directors.

See 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

On November 7, 2017, Mr.

Redmond entered into

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 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

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 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.

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.

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

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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.

amount is being expensed over the life of the awards and $ 37,872 , and $ 295,845 was expensed to General and administrative in fiscal 2023

and 2022, respectively.

As of July 31, 2023, $ 11,138 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 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.

In March, May and December 2021, November and

December 2022 and January 2023, we entered into loans with Prevacus Inc.

for a total of $25,192.

The loans have an annual interest rate

of 3% per annum.

At July 31, 2023, accrued interest totaled $930 and to date the loans had not been repaid and continue to accrue interest.

At July 31, 2023, we have advanced Dr.

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$ 35,700 , 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 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.

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

I human clinical trials for drug candidate ONP-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 due from Australian Government

We incurred expenses related to our Phase I clinical

trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded

as an offset to research and development expense as follows:

Schedule of research and development rebate

For the year ended July 31,

Research and development expense offset

Subsequent to July 31, 2023 and through October

30, 2023, we sold 500,000 shares of our common stock to LPC for total proceeds of $45,820.

As of October 30, 2023, LPC had purchased a

total of 7,882,518 shares of our common stock for total proceeds of $2,646,306 and the remaining purchase availability was $7,603,694

and the remaining shares available were 11,388,846.

On August 7, 2023, pursuant to the SPA, Mast Hill

converted a portion of their warrant exercisable for 2,000,000 shares of our common stock into 1,610,390 shares of our common stock at

an exercise price of $0.075 per share.

Following this conversion, 389,610 shares remained available pursuant to this warrant.

Note Purchase Agreement

On August 15, 2023, we entered into a $500,000

Note Purchase Agreement (the “NPA”) with two accredited investors.

Pursuant to the terms and conditions as set forth in the

NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or completion of a Senior Exchange Listing of, or

a Spinout (“Spinco”) of, our ONP Technology, (ii) interest shall accrue at a rate of 12% per annum, (iii) the note is convertible

at our option into shares of Spinco common stock at a price that is 70% of Spinco’s IPO price, and (iv) Common Stock Purchase Warrants

which permit each investor to acquire a number of shares of common stock of Spinco equal to 200% of such investor’s original face

amount of the loan divided by the IPO price of Spinco.

LGH Promissory Note

On August 28, 2023, we paid LGH $30,000 of principal

on their outstanding promissory note due December 31, 2023.

Following this payment, $1,025,000 of principal remained outstanding.

Mast Hill Promissory Note

On September 13, 2023 we paid Mast Hill $100,000

of principal and $26,382 of interest on their outstanding promissory note due June 13, 2024.

Following this payment, $820,000 of principal

and no accrued interest remained due.

On October 9, 2023, Mast Hill converted $47,653 together with $637 interest, and $1,750 for fees totaling $50,040

into 417,000 shares of common stock at a conversion price of $0.12 per share.

Following this conversion, $727,451 of principal remained

Oragenics, Inc.

On October 4, 2023, we entered into an Asset Purchase

Agreement (the “Purchase Agreement”) with Oragenics, Inc.

(“Oragenics” the “Purchaser”).

to the Purchase Agreement, the we have agreed to sell and assign, certain assets and certain liabilities related to a segment of Odyssey’s business

focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Assets”) to Oragenics

in exchange for (i) $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock (“Series F Preferred Stock”),

on and subject to the terms and conditions set forth therein (such transaction, the “Odyssey Asset Purchase”).

The Purchased

Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick

Disease Type C (NPC), as well as our proprietary powder formulation and its nasal delivery device.

We received $500,000 upon the execution of the

Purchase Agreement on October 4, 2023 and will receive the additional $500,000 upon the earlier of (a) the closing of the Purchase Agreement

(the “Closing”), (b) within three (3) business days after the date that the Company has obtained the its stockholders’

approval approving the Odyssey Asset Purchase and (c) immediately upon the Purchasers’ wrongful termination of the Purchase Agreement

in breach of the Purchase Agreement.

The closing of the Asset Purchase is expected

to be at the end of the fourth calendar quarter of 2023, subject to the satisfaction of customary closing conditions, which include:

we shall have obtained all required consents to the Odyssey Asset Purchase;

(2) We shall have obtained shareholder approval to the Asset

(3) the Oragenics’ shareholders shall have approved (a) the increase in the its authorized Common Stock from 4,166,666

to 350,000,000 and (b) the conversion of the Series F Preferred Stock into Common Stock;

(4) no material adverse change shall have occurred

to the Purchased Assets;

(5) Oragenics must have at least $5,000,000 in cash at Closing;

and (6) Oragenics must have completed its due

diligence of the Purchased Assets to its satisfaction.

At the Closing, Oragenics will issue

8,000,000 shares of convertible Series F Preferred Stock to Odyssey, 1,592,000 of which will automatically convert into 1,592,0000

shares of Oragenics common stock, resulting in Odyssey holding 19.9% of Oragenics common stock.

As of October 27, 2023, Oragenics

common stock traded at $3.37 per share.

At this price, the 8,000,000 shares of convertible Series F Preferred Stock would be valued

at $27 million and the 19.9% 1,592,000 shares of Oragenics common stock would be valued at $5.4 million.

The remaining 6,408,000 shares of convertible

Series F Preferred Stock will convert upon certain listing and change in control criteria being achieved.

On October 4, 2023, we uplisted to the

OTCQB Market.

Resignation of Director and Employment Matters

On October 5, 2023, John Gandolfo resigned as

a director of the Company.

On October 19, 2023, Mr.

Gandolfo converted his convertible promissory note plus accrued interest into 238,792

shares of our common stock at an exercise price of $0.12 per share.

On October 26, 2023, Dr.

VanLandingham separated

his employment from the Company as Technical Lead and was engaged on a contractual basis to continue working on the ONP-002 concussion

drug clinical research and development.

At October 26, 2023, the Company owed Dr.

VanLandingham $31,838 and his incentive stock options

will continue to vest as long as he remains a consultant.

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