What changed in this filing

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Item 9A. Controls and Procedures

2023-10-30 compared with 2022-10-31 · 157 added, 151 removed, 131 unchanged (70% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Management, with the participation

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

of April 30, 2021.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities

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

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

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

Disclosure controls and procedures

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

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

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

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

their objectives.

Based on the evaluation of our disclosure controls and procedures as of July 31, 2022, our Chief Executive Officer and

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

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

were not effective.

Management, with the participation of our Chief

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

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange

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

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

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

Disclosure controls and procedures include,

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

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

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

Management recognizes

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

Based on the evaluation of our disclosure controls and procedures as of July 31, 2023, our Chief Executive Officer and Chief Accounting

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

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

not effective.

Management's Annual Report on Internal Control

Over Financial Reporting

In light of the material weakness

described below, as of July 31, 2022, prior to the filing of this Form 10-K for the period ended July 31, 2022, management determined

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

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

These control activities and additional procedures

have allowed us to conclude that, notwithstanding the material weaknesses, the financial statements in this Form 10-K fairly present,

in all material respects, our financial position, results of operations, statement of shareholder equity and cash flows for the periods

presented in conformity with United States GAAP.

We are responsible for establishing

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

Exchange Act.

Internal control over financial

reporting includes those policies and procedures that:

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

and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as

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

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

and (3) provide reasonable assurance

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

on the financial statements.

Management recognizes that

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

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

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

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

A material weakness is a significant

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

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

Under the supervision and

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

In light of the material weakness described below,

as of July 31, 2023, prior to the filing of this Form 10-K for the period ended July 31, 2023, management determined that key controls

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

used to support the amounts reported in the financial statements.

These control activities and additional procedures have allowed us to

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

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

with United States GAAP.

We are responsible for establishing and maintaining

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

Internal control over financial reporting includes

those policies and procedures that:

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

the transactions and dispositions of our assets;

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

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

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

and (3) provide reasonable assurance regarding

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

financial statements.

Management recognizes that there are inherent

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

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

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

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

A material weakness is a significant deficiency,

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

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

Under the supervision and with the participation

of our president and chief financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting,

as of July 31, 2023, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations

3 unchanged sentences

Insufficient Resources:

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

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

Inadequate Segregation of Duties :

an inadequate number of personnel to properly implement control procedures.

We are committed to improving

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

and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts, which will mitigate the

lack of segregation of duties until there are sufficient personnel, and (3) may consider appointing additional outside directors and audit

committee members in the future.

We have discussed the material

weakness noted above with our independent registered public accounting firm.

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

than remote likelihood that misstatements, which could be material to the annual or interim financial statements could occur that would

not be prevented or detected.

This annual report does not

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

was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide

only our report in this annual report.

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

We are committed to improving the internal controls

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

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

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

We have discussed the material weakness noted

above with our independent registered public accounting firm.

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

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

This annual report does not include an attestation

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

Our report was not subject to attestation

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

Changes in Internal Controls Over Financial

There have been no changes

in our internal control over financial reporting that occurred during the quarter ended July 31, 2022, that have materially affected,

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

There have been no changes in our internal control

over financial reporting that occurred during the quarter ended July 31, 2023, that have materially affected, or are reasonably likely

to materially affect, our internal control over financial reporting.

Other Information

3 unchanged sentences

Directors, Executive Officers, and Corporate Governance.

Information required by this

item will be included in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days

of July 31, 2022, is incorporated herein by reference.

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Executive Compensation.

Information required by this

item will be included in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days

of July 31, 2022, is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

The following table provides information about our equity compensation

plans as of July 31, 2022:

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table provides information about

our equity compensation plans as of July 31, 2023:

Plan Category

16 unchanged sentences

Equity compensation plans not approved by security holders

(1) Does not include 2,189,695 Restricted Stock Units (“RSUs”) outstanding at July 31, 2022 at

a weighted average grant date fair value of $0.23 per share.

Does not include 3,055,554 Restricted Stock Units (“RSUs”) outstanding at July 31, 2023 at a weighted average grant date fair value of $0.14 per share.

See Note 7 of Notes to Financial Statements included

in Part II, Item 8 of this Form 10-K.

The additional information

required by this item will be included in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing with the SEC

within 120 days of July 31, 2022, is incorporated herein by reference.

The additional information required by this item

will be included in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July

31, 2023, is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

Information required by this

item will be included in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days

of July 31, 2022, is incorporated herein by reference.

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Principal Accounting Fees and Services.

Information required by this

item will be included in our Proxy Statement for our 2022 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days

of July 31, 2022, is incorporated herein by reference.

Information required by this item will be included

in our Proxy Statement for our 2023 Annual Meeting of Stockholders and, upon filing with the SEC within 120 days of July 31, 2023, is

incorporated herein by reference.

Exhibits and Financial Statement Schedules

Financial Statements

and Schedules

The Financial Statements,

together with the report thereon by Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm, are included on

the pages indicated below:

Financial Statements and Schedules

The Financial Statements, together with the report

thereon by Turner, Stone & Company, L.L.P., Independent Registered Public Accounting Firm, are included on the pages indicated below:

Report of Independent Registered Public Accounting Firm

1 unchanged sentence

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

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

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

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

Notes to Financial Statements

There are no schedules required

to be filed herewith.

The following list is intended

to constitute the exhibit index.

There are no schedules required to be filed herewith.

The following list is intended to constitute the

exhibit index.

Exhibit Number

7 unchanged sentences

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

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

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

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

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

and Joseph Michael Redmond (incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 26, 2021).*, ***

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

and Christine M.

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

Farrell (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 26, 2021).*, ***

Employment Agreement dated November 1, 2022 by and between Odyssey Group International, Inc.

and Erik Emerson (incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 4, 2022).

Employment Agreement by and between Odyssey Group International, Inc.

and Gregory W.

Gironda, dated November 1, 2022 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on November 4, 2022).

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

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

and Electromedica, LLC (incorporated by reference to Exhibit 10.5 to Form S-1 filed on November 23, 2020).*

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

and Prevacus, Inc.

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

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

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

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

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

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

issued to A.G.P./Alliance Group Partners, effective August 6, 2020 (incorporated by reference to Exhibit 10.10 to our Annual Report on Form 10-K filed October 29, 2021).*

(incorporated by reference to Exhibit 10.6 to Form S-1 filed on November 23, 2020).*

Form of Common Stock Purchase Warrant totaling 550,000 Shares of Common Stock of Odyssey Group International, Inc.

issued to Alliance Global Partners, Alejandro Barrientos and David Bocchi, effective August 6, 2020 (incorporated by reference to Exhibit 10.10 to Form S-1 filed November 23, 2020).*

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

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

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

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

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

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

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

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

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

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

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

Amendment No.

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

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

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

Securities Purchase Agreement with LGH Investments, LLC.

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

Asset Agreement.

(incorporated by reference to

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

(incorporated by reference to Exhibit 4.1 to Form 8-K filed on December 15, 2020).*

Prevacus Asset Agreement.

(incorporated by reference to Exhibit 10.5 to Form 8-K filed on January 8, 2021).*

Amendment No.

1 unchanged sentence

and LGH Investments, LLC.

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

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on January 28, 2021).*

Securities Purchase Agreement with LGH Investments, LLC.

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

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

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 7, 2021).*

LGH Investments, LLC Settlement Agreement (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on June 21, 2021).*

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

and Tysadco Partners LLC.

(incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 1, 2021).*

Submission of Matters to a Vote of Security Holders.

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

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on September 1, 2021).*

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

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 21, 2021).*

and Tysadco Partners LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 21, 2021).*

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

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

(incorporated by reference to Exhibit 10.2 Form 8-K filed on October 21, 2021).*

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

and Tysadco Partners LLC.

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

(incorporated by reference to Exhibit 10.2 to Form 8-K/A filed on October 26, 2021).*

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

and Lincoln Park Capital, LLC.

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

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on October 26, 2021).*

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

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

(incorporated by reference to Exhibit 10.2 to Form 8-K filed on October 26, 2021).*

Form of Subscription Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*

and certain purchasing security holders (incorporated by reference to Exhibit 10.1 to Form 10-Q filed on June 14, 2022).*

Form of Stock Purchase Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*

and certain purchasing security holders (incorporated by reference to Exhibit 10.2 to Form 10-Q filed on June 14, 2022).*

Form of Warrant Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*

and certain purchasing security holders (incorporated by reference to Exhibit 10.3 to Form 10-Q filed on June 14, 2022).*

Form of Registration Rights Agreement dated April 14, 2022 between Odyssey Health, Inc.

and certain purchasing security holders (incorporated by reference to Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*

and certain purchasing security holders (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on June 14, 2022).*

Form of Promissory Note dated December 2021 between Odyssey Group International, Inc.

and various officers and directors (incorporated by reference to Form 8-K filed December 27, 2021).

and various officers and directors (incorporated by reference to Form 8-K filed on December 27, 2021).

Form of Amendment to Promissory Note dated April 20, 2022 between Odyssey Health, Inc.

and various officers and directors (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).* ***

and various officers and directors (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on June 14, 2022).*, ***

Form of Amendment to Promissory Note dated June 4, 2022 between Odyssey Health, Inc.

and various officers and directors (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*, ***

and various officers and directors (incorporated by reference to Exhibit 10.8 to Form 10-Q filed on June 14, 2022).* ***

Form of Amendment No.

4 dated December 30, 2022 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on January 3, 2023).*, ***

Form of Amendment No.

5 dated March 31, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.2 to Form 8-K filed on April 4, 2023).*, ***

Form of Amendment No.

6 dated June 30, 2023 to Promissory Note with Directors and Officers dated December 21, 2021 (incorporated by reference to Exhibit 10.1 to Form 8-K filed on July 7, 2023).*, ***

Convertible Promissory Note dated August 29, 2021 with Tysadco Partners, LLC **

Amendment to Convertible Promissory Note dated March 31, 2022 between Odyssey Health, Inc.

and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed April 14, 2022).*

and Tysadco Partners, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 14, 2022).*

Second Amendment and Assignment to Convertible Promissory Note dated March 14, 2023 to Promissory Note dated August 29, 2021 with Tysadco Partners, LLC (incorporated by reference to Exhibit 10.5 to Form 10-Q filed on March 17, 2023).*

Amendment to Convertible Promissory Note dated February 1, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed February 18, 2022).*

and LGH Investments, LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on February 18, 2022).*

Amendment No.

1 to Convertible Promissory Note with LGH Investments, LLC dated February 15, 2022 (incorporated by reference to Form 8-K filed February 18, 2022).*

1 to Convertible Promissory Note with LGH Investments, LLC dated February 15, 2022 (incorporated by reference to Form 8-K filed on February 18, 2022).*

Amendment to Convertible Promissory Note dated June 10, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Exhibit 10.9 to the Company’s Quarterly Report on Form 10-Q filed on June 14, 2022).*

and LGH Investments, LLC (incorporated by reference to Exhibit 10.9 to Form 10-Q filed on June 14, 2022).*

Amendment No.

3 to Convertible Promissory Note dated September 29, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Form 8-K filed October 3, 2022).*

Promissory Notes Amendments dated September 30, 2022 between Odyssey Health, Inc.

and LGH Investments, LLC (incorporated by reference to Form 8-K filed October 3, 2022).*

and LGH Investments, LLC (incorporated by reference to Form 8-K filed on October 3, 2022).*

Amendment No.

4 dated December 29, 2022 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021 (i ncorporated by reference to Exhibit 10.1 to Form 8-K filed on January 3, 2023.)*

Amendment No.

5 to Convertible Promissory Note dated March 31, 2023 between Odyssey Health, Inc.

and LGH Investments LLC (incorporated by reference to Exhibit 10.1 to Form 8-K filed on April 4, 2023).

Amendment No.

6 to Convertible Promissory Note dated July 6, 2023 between Odyssey Health, Inc.

and LGH Investments LLC (incorporated by reference to Exhibit 10.2 to Form 8-K filed on July 7, 2023).

Option to Purchase Intellectual Property Agreement by and between Prevacus, Inc.

and Odyssey Health, Inc.

(incorporated by reference to Exhibit 10.1 to Form 8-K filed on November 23, 2022).*

Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 **

Amendment No.

1 dated December 30, 2022 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.3 to Form 8-K filed on January 3, 2023).*

Amendment No.

2 dated January 31, 2023 to Promissory Note with accredited investor Jonathan Lutz, dated September 21, 2022 (incorporated by reference to Exhibit 10.4 to Form 10-Q filed on March 17, 2023).

Odyssey Group International, Inc.

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

Code of Ethics (incorporated by reference to Exhibit 14 to Form 10-K filed on October 23, 2019).*

Consent of Turner, Stone and Company, LLP **

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

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

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

7 unchanged sentences

Inline XBRL Taxonomy Extension Presentation Linkbase Document **

Cover Page Interactive

Data File (formatted in inline XBRL, and included in exhibit 101) **

Cover Page Interactive Data File (formatted in inline XBRL, and included in exhibit 101) **

Previously furnished.

25 unchanged sentences

October 30, 2023

/s/ Jeffrey Conroy

October 30, 2023

Jeffrey Conroy

October 31, 2022

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

What changed 10-K

Item 9A. Controls and Procedures