What changed in this filing

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Item 1A. Risk Factors

2023-12-15 compared with 2023-06-14 · 6 added, 44 removed, 2 unchanged (96% of the section changed)

There have been no material changes during the

nine months ended April 30, 2023, to the risk factors discussed in our Annual Report on Form 10-K for the year ended July 31, 2022.

three-month period ended October 31, 2023 to the risk factors discussed in our Annual Report on Form 10-K for the year ended July

If any of the identified risks actually occur, our business, financial condition and results of operations could suffer.

The trading price

of our common stock could decline and you may lose all or part of your investment in our common stock.

The risks and uncertainties described

in our Annual Report on Form 10-K for the year ended July 31, 2022 are not the only ones we face.

Additional risks that we currently

do not know about or that we currently believe to be immaterial may also impair our business operations.

The following exhibits are filed herewith and this list constitutes

the exhibit index.

Exhibit Number

Exhibit Description

Amendment No.

5 dated March 31, 2023 to Convertible Promissory Note with LGH Investments, LLC dated April 5, 2021.

Incorporated by reference to Form 8-K filed with the SEC on April 4, 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 Form 8-K filed with the SEC on April 4, 2023.

Amendment and Conversion, dated June 9, 2023 to the Promissory Note with Jonathan Lutz issued on September 21, 2022 .

Amendment No.

1, dated June 13, 2023 to the Promissory Note issued on December 13, 2022 with Mast Hill Fund, LP .

Warrant dated June 13, 2023 in connection with the Promissory Note issued on December 13, 2022 with Mast Hill Fund, LP .

Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934

Certification of Chief Executive Officer pursuant to Section 1350

Certification of Chief Financial Officer pursuant to Section 1350

Inline XBRL Instances Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted in iXBRL, and included in exhibit 101).

* Management or compensatory agreement.

Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized,

as of June 14, 2023.

ODYSSEY GROUP INTERNATIONAL, INC.

/s/ Joseph Michael Redmond

Joseph Michael Redmond

Chief Executive Officer, President and Director

(Principal Executive Officer)

/s/ Christine M.

Chief Financial Officer

(Principal Financial and Accounting Officer)

trading price of our common stock could decline and you may lose all or part of your investment in our common stock.

The risks and uncertainties

described in our Annual Report on Form 10-K for the year ended July 31, 2023 are not the only ones we face.

Additional risks that

we currently do not know about or that we currently believe to be immaterial may also impair our business operations.

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-Q

Item 1A. Risk Factors