The accompanying notes are an integral part of these financial statements

Odyssey Group International, Inc.

Statements of Stockholders’ Equity (Deficiency)

(Unaudited)

The accompanying notes are an integral part of these financial statements

Odyssey Group International, Inc.

Statement of Cash Flows

(Unaudited)

The accompanying notes are an integral part of these financial statements

Odyssey Group International, Inc.

Notes to Financial Statements

(Unaudited)

Note 1.       Basis of Presentation and Nature of Operations

Basis of Presentation

The accompanying financial information of Odyssey Group International, Inc. as ofis unaudited and for the period ended April 30, 2020, has been prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) applicable to interim financial information and is unaudited. Accordingly, certain information normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) has been condensed and/or omitted. Theand pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periodperiods. The financial information as of July 31, 2020 is derived from our 2020 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. In

Significant Accounting Policies

Our significant accounting policies have not changed during the opinion of management, the accompanying unaudited interim financial statements contain all necessary adjustments, consisting only ofnine months ended April 30, 2021 from those of a recurring nature, and disclosures to present fairlydisclosed in our financial position and the results of our operations and cash flows for the periods presented. These unaudited interim financial statements should be read in conjunction with the financial statements and the related notes thereto included in ourAnnual Report on Form 10-K for the year ended July 31, 2019, filed with2020.

Research and Development

Research and development expense is expensed as incurred as a component of General and administrative expense and totaled $565,764 and $608,383 for the SEC on October 23,2019, as amended bythree and nine months ended April 30, 2021, respectively, and $0 and $10,000 for the filing of Form 10K/A filed with the Securitiesthree and Exchange Commission on November 13, 2020.nine months ended April 30, 2020, respectively.

1. In-process Research and Development

In-process research and development is expensed upon purchase and totaled $9,440,000 for the three and nine months ended April 30, 2021, and $0 for the three and nine months ended April 30, 2020. See Note 3 to Notes to Financial Statements for additional information.

Reclassifications

Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no effect on our Statements of Operations and Comprehensive Loss or Statements of Cash Flows.

Nature of Operations

The corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to help develop and manufacture such products and then distribute the products through various distribution channels, including third parties. The Company has assets in threeWe have acquired four different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and atwo unique neurosteroid drug compoundcompounds intended to treat rare brain disorders.disorders and mild brain trauma (concussions). We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets.

We plan to license, improve and/orand develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly, as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third partythird-party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents onceas we have developeddevelop proprietary products.

We are not currently selling or marketing any products, as our products are in various stages of development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.

Note 2.       RestatementNew Accounting Pronouncements

ASU 2019-12

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for Correctionincome taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We do not expect the adoption of ASU 2019-12 to have a material effect on our financial position, results of operations or cash flows.

ASU 2020-06

In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an Errorentity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adoption this standard on our financial position, results of operations or cash flows.

Note 3.       Asset Purchase Agreement

On January 7, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”), pursuant to which we purchased the assets and all of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and the delivery device (collectively, the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration. Prevacus is a related party, as we are party to a Joint Venture and Intellectual Property Purchase Agreement, entered into in June 2019 and its President, Dr. Jacob Vanlandingham, is a member of our Board of Directors.

The CompanyMilestone Consideration (“Milestone”) may be earned by Prevacus as follows:

All Milestone payments shall only be paid once, upon the initial achievement of the particular Milestone event. Odyssey, at its sole and absolute discretion shall determine if any Milestone event has occurred. To extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease to exist, and we will no longer be liable thereunder, if said Milestone is not completed within four years after the Closing Date.

On March 1, 2021 (the “Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at the fair market value of $1.18 per share for the stock granted on the date of acquisition for $7,080,000. In addition, 1,000,000 shares of our common stock valued at $1.18 per share for $1,180,000 was recorded as a component of Additional Paid in Capital for the probability of earning the Milestone Consideration of first dosing in a Phase I Clinical Trial. In addition, we withheld 1,000,000 shares of our common stock valued at $1.18 per share, for $1,180,000, in exchange for our payment of certain liabilities of Prevacus. We determined that the research and developments costs previously capitalized in the intangible assets should be recognized as research and development expenses to be in complianceaccordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)). Pursuant and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have no alternative future use in research and development or otherwise, represent costs of research and development as acquired, and therefore are expensed when incurred. In the Affected Reports the Company recorded such development cost as intangible assets.

DuringOn March 1, 2021, the year ended July 31, 2019,date of acquisition, we expensed $9,440,000 as In-process research and development. At April 30, 2021, our Asset purchase liability account balance was $1,125,026. The net change in the Company acquired and capitalized the following intangible assets. The Company acquired the patentAsset purchase liability account will be released as shares at $1.18 per share once all liabilities have been paid.

At April 30, 2021 we have contingent consideration related to the exclusive license and distribution rights ofMilestones in the CardioMap®, which is intended to be an advanced technology for early non-invasive testing for heart disease. The licenseAPA entered into March 1, 2021. According to the patent and product distribution rights were being amortized over the life of the underlying patent. The acquisition cost was $18.75 million. The Company acquired the patents for an anti-choking, life-saving medical device from Dr. James De Luca, inventor, and Murdock Capital Partners. The asset was valuedagreement, we will issue common stock at $675,400. The Company acquired an interest in the patented chemical compound for a neurosteroid as part of an agreement with Prevacus, Inc. The acquisition cost of $3.73 million was being amortized over the life of the patent. The intellectual property, know-how and patents were being amortized over the life of the patents.

The adjustments required to correct the foregoing treatment of such costs for the three and nine months ended April, 30 2020, resulted in a non-cash increase in research & development expense and a decrease of intangible assets of $21,486,396 a decrease in contingent liability of $144,000. For the three and nine months ended April 30, 2020, general and administrative expense decreased $877,384 and $1,969,894, respectively, due to the reduction in amortization expense related to the intangible assets of $565,664 and $1,638,174 and the decrease in stock expense of $331,720 related to the overstatement of restricted stock expense previously reported for the three months ended April 30, 2020.

In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate:

Note 3. Summary of Significant Accounting Policies

Note 5. Intangible Assets

Note 9. Income Taxes

Note 10. Going Concern

Note 11. Related Party Transactions

The financial statement misstatements reflected in the table below did not impact cash flows from operations, investing, or financing activities in the Company’s consolidated statements of cash flows for any period previously presented.

Comparison of restated financial statements to financial statements as previously reported

The following tables compare the Company’s previously issued Balance Sheet, Statement of Operations, Statements of Stockholders’ Equity (Deficiency), and Statement of Cash Flows as of April 30, 2020 and for the three months and nine months then ended to the corresponding restated financial statements for that period end.

Odyssey Group International, Inc.

Statements of Operations

(Unaudited)

Odyssey Group International, Inc.

Statements of Operations

(Unaudited)

Odyssey Group International, Inc.

Statements of Stockholders’ Equity (Deficiency)

(Unaudited)

Odyssey Group International, Inc.

Statement of Cash Flows

(Unaudited)

3. Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with GAAP generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Basis of accounting

The Company has not elected to adopt the option available under GAAP to measure any of its eligible financial instruments or other items at fair value. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.

Accounts receivable

Accounts receivable are carried at their estimated collectible value, net of an appropriate allowance for doubtful accounts, which is adjusted as necessary based primarily on management's evaluation of customers' past credit history and known or estimated current financial condition, the Company's relationship with the customer, current economic conditions, the historical results of, and recent trends in, the Company's collection efforts. The Company manages credit risk by evaluating the credit worthiness of significant customers prior to extending credit and thereafter. Accordingly, accounts receivable and the related allowance are evaluated periodically for collectability.

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. For each the nine months ended April 30, 2020, and 2019, the Company recognized depreciation expense of $414.

Intangible assets, net

Intangible assets (Note 4) are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. There were no events or changes in circumstances that would indicate a possible impairment as of April 30, 2020.

Beneficial Conversion Feature of convertible notes payable

The Beneficial Conversion Feature (“BCF”) of a convertible note (Note 5) is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event.

The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversionat date of meeting the note, if sooner)Milestone Consideration (i) and is charged to interest expense.

Net loss per share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents. No fully diluted loss per share is presented, because it would be anti-dilutive.

Revenue recognition

The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. Payment terms vary depending on the country of sale, type of customer, and type of product. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money. We are not currently selling or marketing any products, as our products are in development and FDA clearance to market our products will be required in order to sell in the United States.

Stock based compensation

We recognize compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors.(iii – vii). The fair value of restricted stockthe contingent consideration was reviewed and it was determined that based on the current status of the project (Level 3), the value was zero for the current period ended April 30, 2021 since it is measured usingnot yet probable that we will meet the grant date trading price of our stock. future Milestone consideration.

Note 4.       Fair Value

The fair value of stock option awards (Note 7) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price as well as assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options.

Fair value measurements

The carrying values of cash, the note receivable, and notes payable approximate their estimated fair values because of the short-term nature of these instruments.

Research and development expense

Research and development costs are expensed in the period when incurred. For each the nine months ended April 30, 2020, and 2019, the Company recognized research and development expense of $10,000 and zero, respectively.

Income taxes

Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred taxfinancial assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period.

Accounting guidance requires the recognition ofutilizing a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at April 30, 2020 and 2019. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the “Tax Reform Law”). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company analyzed the provisions of the Tax Reform Law to assess the impact on the Company’s financial statements and determined it had no material impact.

4. Impact of New Accounting Pronouncements

Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs.

The FASB issued ASU 2017-11, Earnings Per Share (Topic 260) effective for annual reporting periods beginning after December 15, 2018. The amendments update the change in the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018 and interim periods, with early adoption permitted. The Company adopted the standard as of August 1, 2019, which did not have a material impact on the Company’s financial statements and disclosures.

The FASB issued ASU 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting, effective for annual reporting periods beginning after December 15, 2017 adopting this standard on its financial statements. The ASU amends the scope of modification accounting for share-based payment arrangements, provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. The new guidance will allow companies to make certain changes to awards without accounting for them as modifications. It does not change the accounting for modifications. The new guidance will be applied prospectively to awards modified on or after the adoption date. This new guidance is effective for interim and annual reporting periods beginning after December 15, 2018. The Company adopted the standard as of August 1, 2019, which did not have a material impact on the Company’s financial statements and disclosures.

The FASB issued ASU 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The guidance requires lessees and lessors to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, including interim periods within those annual periods, with early adoption permitted. The Company adopted the standard as of August 1, 2019, which did not have a material impact on the Company’s financial statements and disclosures.

5. Intangible Assets

FASB ASC 820, Fair Value Measurements and Disclosures, establishes athree-level framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described as follows:

Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities.

Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.  If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability.

Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level.

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although the Company believes itswe believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

6. Notes PayableWe did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the nine months ended April 30, 2021 or the year ended July 31, 2020.

The Company has a notecarrying values of cash, prepaid expenses, accounts payable that is subjectand accrued wages approximate their fair value due to conversion upon an equity financing intheir short maturities.

No changes were made to our valuation techniques during the Company. As ofquarter ended April 30, 2020, the note has a balance of $803,336, which includes accrued interest totaling $223,469, and bears interest at 12.5% per annum. Because the conversion feature does not meet the criteria for characterization as a beneficial conversion feature, no portion of the proceeds from the issuance of the note was accounted for as attributable to the conversion feature. This note was amended on February 1, 2018, where the debt holder agreed to convert portions of its loan pari passu with any new investment raise of $500,000 or more. The Company issued the debt holder a common stock warrant for 4 million shares at $0.25 per share which expired on July 15, 2018.

2021.

As ofContingent Liabilities

At April 30, 2021 and July 31, 2020, we had contingent consideration related to the Company has ten additionalacquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance.

Fixed-Rate Debt

We have fixed-rate debt that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt was as follows:

Non-Financial Assets

Non-financial assets, such as Property and equipment and Intangible assets, are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the nine months ended April 30, 2021 or the fiscal year ended July 31, 2020.

Note 5.       Debt

LGH Investments, LLC

December 2020 Promissory Note

On December 11, 2020, we entered into a Securities Purchase Agreement (the “2020 LGH Agreement ”) with LGH Investments, LLC (“LGH”), pursuant to which we entered into a $165,000 face value convertible debt notes outstanding with a balance of $324,215,promissory note which includes accrued interest totaling $20,500. The notes bearbore interest at 7.0% annuallya one-time rate of 8.0% applied to the face value and was due September 11, 2021 (the “2020 Note”). We received $150,000 from the issuance of the 2020 Note and incurred a $15,000 original issue discount and $7,500 closing costs, which were being amortized over the life of the 2020 Note.

The 2020 Note was convertible at a price of $0.15 per share, subject to adjustment as provided in the 2020 Note.

The 2020 LGH Agreement included the issuance of a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share and 200,000 shares of our common stock.

The value of the 470,000 warrants was $82,720 and the entire outstanding principal amount, together with accrued interest shall become due and payable on the date that is one (1) year from the date of issuance, unless before such date, is converted into shares of capital stockvalue of the Company. At the option of the holder, the principal amount of the notes and any accrued interest may be converted into200,000 shares of common stock atwas $40,000 for a conversion pricetotal value of $1.00 per share or at a 10% discount to$122,720, which were being amortized over the closing price on the day of conversion, but not lower than $0.80 per share. At maturity, and subject to a trickle out agreement, the Company shall have the right to either pay off the loan and any interest accrued or convert the loan amount and any interest into shares of common stock. The debt holders were issued a common stock warrant equal to 10%life of the note with a price of $1.50 per share and a term for one year from the investment date. The investors are sophisticated and represented in writing that they2020 Note as closing costs. Additionally, 100,000 shares valued at $44,000 were each an accredited investor and acquired the securities for their own account for investment purposes. expensed as financing costs when incurred.

The Company does not have any relationship with the investors in the notes other than the convertible notes payable. Because the conversion feature met the criteria for characterization as a beneficial conversion feature a portionand, accordingly, we allocated $19,780 of the proceeds including warrants, totaling $296,285,to the beneficial conversion feature, which was also being amortized over the life of the 2020 Note.

On March 5, 2021, LGH notified us of their intent to convert their $165,000 convertible promissory note plus $13,200 of interest. We negotiated with them to convert $89,100 of the total into 594,000 shares of our common stock and paid the remaining $89,100 in cash.

April 2021 Promissory Note

On April 5, 2021, we entered into a Securities Purchase Agreement with LGH (“2021 LGH Agreement”) pursuant to which we entered into a $1,050,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due February 5, 2022 (the “2021 Note”). We received $970,000 net cash from the issuance of the notes,2021 Note and incurred a $50,000 original issue discount and $30,000 closing costs, which are accounted for as attributable to the conversion feature. The intrinsic value of convertible debt notes issued during the current quarter exceeded the proceeds in the amount of $250,000; however, the amount of the debt discount is limited to the investment. Each of the warrants and beneficial conversion features arebeing amortized over the term (one year) from issuance.life of the 2021 Note.

The 2021 Note is convertible at a price of $1.00 per share. If an Event of Default occurs as defined in the 2021 Note, the Outstanding Balance shall immediately increase to one hundred twenty percent (120%) of the Outstanding Balance immediately prior to the occurrence of the Event of Default and the conversion price will be $1.00 per share.

The 2021 LGH Agreement included the issuance of a five-year share purchase warrant exercisable for 1,134,000 shares of our common stock at a price of $0.95 per share and 100,000 shares of our common stock.

The value of the 1,134,000 warrants was $877,716, of which $423,003 was allocated as debt discount and the value of the 100,000 shares of common stock was $85,000 of which $40,965 was allocated as the fair value of the common shares, for a total value of $463,968 which is being amortized over the life of the Note.

Labrys Fund, LP

On August 14, 2020, we entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%. In consideration for entering into the Labrys SPA, we issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $197,400. 350,000 of the Commitment Shares (the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or prior to August 14, 2021 (the “Maturity Date”). The Note bears interest at 12% per year.

Upon the occurrence of any “Event of Default,” the Note is convertible into shares of our common stock at a price per share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion Price”); provided, however, that Labrys may not convert any portion of the Note which would cause Labrys, collectively with its affiliates, to hold more than 4.99% of our issued and outstanding common stock, unless such limit is waived. Labrys may not execute any short sales on any of our common stock at any time while the Note is outstanding.

The Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) 1,140,000 shares or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by (ii) one and a half. We are subject to penalties for failure to timely deliver shares to Labrys following a conversion request.

The Labrys SPA and the Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Note, which we believe are customary for transactions of this type. At April 30, 2021, we were in compliance with all covenants and restrictions.

We paid Alliance Global Partners, LLP (“A.G.P.”) as a placement agent a fee of $25,200 and other closing costs of $6,500 for total closing costs of $31,700 which are being amortized over the one-year life of the Note.

Conversion of Convertible Notes Payable

On August 14, 2020, we converted a convertible promissory note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the convertible promissory note of $0.50 per share.

In February, 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 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.

PPP Loan

On February 11, 2021, we received notice that the SBA Paycheck Protection Program loan for $50,000 was forgiven. The $50,000 gain is reflected as Other income on our Statements of Operations for the three and nine months ended April 30, 2021.

Notes Payable

The following notes payable were outstanding:

Note 6.       Share-based Payments

Stock Options

Stock option activity during the nine months ended April 30, 2021 was as follows:

On March 1, 2021, as part of the APA and Dr. Vanlandingham’s employment agreement, Dr. Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vest on signing of closing documents. 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon Company being accepted on NASDAQ. These amounts are being expensed over the life of the awards and $490,104 was expensed to General and administrative expenses at April 30, 2021.

The foregoing table only includes stock options awarded to employees and others for services rendered to the Company. 600,000 options with an exercise price of $1.25 and a remaining term of 8.15 years issued as consideration for our acquisition of certain intellectual property assets are not reflected in the table above.

Restricted Stock Units (“RSUs”)

RSU activity during the nine months ended April 30, 2021 was as follows:

In January 2021, we issued RSUs covering 4,000,000 shares of our common stock, with a value of $720,000, to two officers which vest equally over 36 months. In addition, we issued RSUs covering 50,000 shares of our common stock, with a value of $21,500, to a consultant, which vest equally over 24 months. In April 2021, we issued RSUs covering 50,000 shares of common stock to a consultant, with a value of $43,000 which vests in August 2021. These amounts are being expensed over the life of the awards and of these amounts, $88,465 was expensed to General and administrative expenses at April 30, 2021.

In March and April 2021, we entered into consulting agreements with two medical professionals for our Science Advisory Board and eight individuals for our Sports Advisory Board. In connection with the agreements, we issued RSUs covering 675,000 shares of our common stock which vest 50% upon signing and 50% in one year. These amounts are being expensed over the life of the awards and of these amounts, $241,908 was expensed to General and administrative expenses at April 30, 2021.

Unrecognized Compensation Costs

At April 30, 2021, we had unrecognized stock-based compensation of $1,711,522, which will be recognized over the weighted average remaining vesting period of 1.4 years.

In January 2021, the Compensation Committee agreed to provide Mr. Redmond 5,300,000 shares to replace the common stock shares agreed to in his December 2017 employment agreement that were never issued. The terms and conditions have not been determined but an agreement is under discussion.

Warrants

Warrant activity during the nine months ended April 30, 2021 was as follows:

Note 7.       Net Loss Per Share

Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive.

The following anti-dilutive securities were excluded from the calculations of diluted net loss per share:

Note 8.       Common Stock Issuances

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, 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 of $0.83 per share.

Private Placements

In February 2021, we sold a total of 960,834 shares of our common stock to 11 accredited investors for total proceeds of $689,500. Warrants for 960,834 shares our common stock were issued to the investors with an average exercise price of $1.23. The warrants expire six months from the date of closing and have a fair value of $426,273 and are a component of the total proceeds value.

In March 2021, we sold 525,000 Units at $1.00 per unit to 17 accredited investors for total proceeds of $525,000. Each Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00. These rights expire one year from the date of closing and have a fair value of $250,950 and are a component of the total proceeds value.

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 January 9, 2019, Vivakor, Inc. (“Vivakor”) gave written notice to the Company effecting a conversion of $25,314 of convertible debt into 2,531,400 shares of Common Stock of the Company, issued to Vivakor pursuant to the Master Revolving Note, dated as of January 4, 2017, and amended as of February 1, 2018, by and between the Company and Vivakor.

On April 17, 2019, the Company12, 2021, we entered into an agreement for consulting services to be provided through April 2020. The CompanyFebruary 2022. We granted the consultant 100,00075,000 shares of the Company’sour common stock.

On May 22, 2019, the Company entered into employment agreements for two part-time employees. The Company granted the employees 10,000 shares eachstock with a value of the Company’s common stock.$93,750 which was expensed as a component of General and administrative expenses.

On March 22, 2019, April 17, 2019, June 1, 2019, and July 26, 2019, the Company2021, we entered into agreementsan agreement for consulting services for the next 12 months. The Companyto be provided through February 2022. We granted the consultants a total of 305,000consultant 25,000 shares of the Company’s common stock.

On June 27, 2019, Odyssey entered into a Definitive Agreement with Prevacus to form a Joint Venture relating to the development of a neurosteroid for treating two orphan disorders, ALS and Niemann Picks disease. Prevacus will contribute to the JV, the chemical compound and Odyssey will be responsible for funding the JV through Phase One clinical trials. The JV company will own the patents. Each party will own the JV company equally. In addition to the JV, the two companies have entered into a share exchange agreement whereby Prevacus will receive three million shares of Odysseyour common stock and Odyssey will receive one million shareswith a value of Prevacus stock. The chemical compound for the neurosteroid being developed has issued patents, and as consideration for the patented compound, Odyssey issued Prevacus two million shares of its common stock. As part of the Agreement, Dr. Jacob Vanlandingham Ph.D., CEO of Prevacus,$29,500 which was issued one million shares of the Company’s common stock. The Company allocated 984,000 shares to the acquisition of the patent and 16,000 shares were allocated to Dr. Vanlandinghamexpensed as a Directorcomponent of the Company.General and administrative expenses.

Lincoln Park Capital Fund

On June 27, 2019, OdysseyAugust 14, 2020, we entered into a DefinitivePurchase Agreement (the “LPC Purchase Agreement”) with Dr. James De Luca, inventor and MurdockLincoln Park Capital Partners, advisorsFund, LLC (“Lincoln Park” or “LPC”). Pursuant to De Luca,the LPC Purchase Agreement, we have the right, in our sole discretion, to acquiresell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the intellectual property, know-how and patentsLPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC.

Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a life-saving medical device currently in development. The Company acquired intellectual property rights, namely, United States Letters Patent No. 7,559,921, entitled “Device for Removing a Lodged Mass” which issuedtotal purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on July 14, 2009any business day and which was reissued on June 2, 2015 and received U.S. Reissue Patent No. Re 45,535 and United States Patent Number 8,454,624 also entitled “Device for Removing a Lodged Mass” which was issued on June 4, 2013. As consideration for the patent and intellectual property, the Company granted stock options totaling 600,000subject to certain customary conditions, we may direct LPC to purchase to up to 200,000 shares of the Company’sour common stock vesting on certain milestones.(such purchases, “Regular Purchases”). The options will be split between De Luca and MCP. The Company also granted De Luca, 20,000 common shares. A onetime cash payment totaling $250,000 will be paid to De Luca and MCP upon FDA clearanceamount of the product. The payment is recorded as a contingent liability and, based upon an independent valuation of the patents, at April 30, 2020, the payment has a fair market value of $144,000.

On December, 1, 2019, the Company entered into a corporate development, investor relations and advisory agreement. The agreement is for twelve (12) months commencing on December 1, 2019 and provides for a monthly cash fee, provided the Company has sufficient funds to pay. Fees accrue until the Company has $250,000, and then all accrued and earned compensationRegular Purchase may increase up to $30,000 will be paid. Upon mutual agreement, the accrued cash fee may be converted into equity at an agreed upon price per share. In addition, the Company will issue 200,000100,000 shares of common stock 50,000 shares vesting quarterly, beginning December 1, 2019.

8. Stock Based Compensation

We have not adopted any equity compensation plans. We have entered into an individual compensation plan for Mr. Redmond, for which Mr. Redmond has been granted stock options of 15 million shares at $0.25 per share. The options vest upon achievingunder certain circumstances based on the following milestones: 5 million options vest upon each milestone, when the Company obtains revenue of $5 million, $10 million and $15 million. Mr. Redmond cannot sell anymarket price of the abovecommon stock. There are no limits on the price per share that LPC may pay to purchase common stock options for two years fromunder the effectiveLPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending on the date of the employment agreementapplicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000.

In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock.

The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the Company reaches $10 millionlater of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in annual revenue, whichever occurs first.either case irrespective of any earlier termination of the LPC Purchase Agreement. The stock option vesting acceleratesLPC Purchase Agreement may be terminated by us at any time and becomesat our discretion without any cost to us.

In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020. A.G.P. will also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement.

In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable uponfor a total of 550,000 shares of our common stock at $0.50 per share to A.G.P. and two partners of A.G.P. The warrants had a value of $220,000 and expire August 6, 2024. Of the sale, merger or any$220,000, $91,667 was netted against the LPC equity transaction resulting inand $128,333 was recorded as debt closing costs related to the majority (more than 50%)Labrys transaction and is being amortized over the one-year life of the Company stock being obtained. The Company has not recorded any expense, as we have not determined that it is probable that the milestones will be achieved.

On August 15, 2019, the Company amended its agreement with its financial consultant to included monthly payments of $5,000 and 200,000 restricted stock options to be granted in accordance with the mutual agreement of the Board’s compensation committee. As of April 30, 2020, restricted stock options have been issued and with vesting 50% vesting one year from signing

On August 20, 2019, the Company entered into a consulting agreement for research and development associated with the CardioMap®. The consultant will receive monthly payments of $5,000, and 2.0 million stock options, vesting upon certain milestone achievements. As of April 30, 2020, the stock options have not been issued.

On August 28, 2019, Mr. Jeff Conroy joined the Board of Odyssey as an independent director. On September 20, 2019, Mr. Jerry Casey joined the Board of Odyssey as an independent director. On October 23, 2019, Mr. John Gandolfo joined the Board of Odyssey as an independent director and has been elected chair of the audit committee. All Directors are compensated with stock in accordance with the mutual agreement of the Board’s compensation committee. As of April 30, 2020, the Company recognized $1,419,562 in board compensation expense.

note.

On January 10, 2020,Shares purchased by LPC, including the Company entered into a consulting agreement with a design group for the development of the Save A Life anti-choking device. The consultant will receive payments based on actual work performed and 50,000 stock options, vesting 50% on signing and 50% one year from signing. The stock options were valued using the Black-Scholes option pricing model with the following assumptions: expected volatility 48%, risk free interest rate 1.53%, expected life (years) 5.00 and 0% dividend yield.initial purchase, are summarized below:

On February 5, 2020, the Company entered into a consulting agreement with the appointment of Mike Contarino as head of Product Development. Mr. Contarino will receive monthly payments of $2,500 and 50,000 restricted stock units vesting over time.

9. Income Taxes

We file income tax returnspaid A.G.P. a fee of $97,718 in the U.S. federal jurisdiction and the various states in which we operate. The Company registeredconnection with the Franchise Tax Board1,550,904 shares purchased in the State of California in tax year 2020, but was not required to file a tax return for tax year 2019. The Company’s tax returns are currently not under examination for any year. The Company’s deferred tax assets consist of federal net operating loss carryforwards that expire through the year 2035. 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 the Company’s ability to continue as a going concern (Note 10).2021.

The following table reconcilessets forth the U.S. federal statutory rate toremaining amount of gross proceeds we would receive from additional sales of our stock under the Company’s effective tax rate:LPC Purchase Agreement at varying purchase prices as of April 30, 2021: 

The Company’s tax provision (benefit) was as follows:

Note 9.        Related Party Transactions

Due to Officers and Executives

The following amounts were due to our officers and were included in Accounts payable on our Balance Sheets:

The Company’s net deferred tax asset as$1,377 is for reimbursement of April 30, 2020 and July 31, 2019 is as follows:

As of April 30, 2020,accrued expenses due the Company had $1,442,812 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2035. Current or future ownership changes, including issuances of common stock under the terms of the Company’s convertible notes payable may severely limit the future realization of these net operating losses.officers.

The Company providesamount of salary due to Mr. Redmond for a valuation allowance when ithis services was included in Accrued wages on our Balance Sheets and was as follows:

Accrued wages on our balance sheet is more likely than not that they will not realize a portion$246,872 and includes accrued wages and payroll taxes payable, which includes $10,769 of increased officer wages for our CEO and CFO, per their employment agreements entered into on January 21, 2021.

Related Party Transaction

On March 1, 2021, as part of the deferred tax assets. TheAPA and Dr. Vanlandingham’s employment agreement, Dr. Vanlandingham was granted 1,000,000 stock options with a fair market value of $941,000. 250,000 shares vest on signing of closing documents. 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon Company has established a valuation allowance against their net deferred tax asset duebeing accepted on NASDAQ. These amounts are being expensed over the life of the awards and $490,104 was expensed to General and administrative expenses at April 30, 2021.

Note 10.       Going Concern

We did not recognize any revenues for the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, they have not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $130,500 foryear ended July 31, 2020 or the nine months ended April 30, 2020, related to the current year activity.

The Company has reviewed all income tax positions taken or that are expected to be taken for all open years2021 and determined that their income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2019 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction.

The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of April 30, 2020, there were no unrecognized tax benefits, or any tax related interest or penalties.

The Company does not have any examinations ongoing. Tax returns for the years 2014 onwards are subject to federal, state or local examinations.

10. Going Concern

We have awe had an accumulated deficit of $27,518,704$42,833,232 as of April 30, 2020.2021. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as our management executes our current business plan. The cashoperations. Cash available at April 30, 2020,2021 of $26,642,$1,378,225 may not provide enough working capital to meet our current operating expenses through June 4, 2021,21, 2022.

The operating deficit indicates substantial doubt about our ability to continue as we continue to accrue overhead expenses. We will needa going concern. Our continued existence depends on the success of our efforts to raise additional capital through a debt financing or equity offeringnecessary to meet our operatingobligations as they come due and to obtain sufficient capital needs.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 however, that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations.

The issuance of additional equity securities could result in a significant dilution in the equity interests of our fundraising efforts or that additional funds willcurrent stockholders. Obtaining commercial loans, assuming those loans would be available, on acceptable terms, if at all.would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products that we distribute or use in our businesses,business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in our operations, increase our costs, or otherwise adversely affect our operations.

If we are unable to raise additional capital by June 4, 2021,21, 2022, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our lackcommon stock, is it is difficult to predict the timing and amount of additional committed capital,availability pursuant to our equity line of credit with LPC (see Note 8 above). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about the Company’sour ability to continue as a going concern.

Note 11. Related Party TransactionsSubsequent Events

Conversion of Convertible Notes Payable

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.

Private Placement

In June 2021, we sold 500,000 shares of our common stock at $0.59 per share along with a five-year share purchase warrant exercisable for 500,000 shares of our common stock at a price of $1.00 per share for total an aggregate purchase price of $295,000 to an accredited investor which also provided certain consulting services to the Company. The Company has a common officerpurchase price was paid with $250,000 cash and the satisfaction of $45,000 of amounts due to the investor for its consulting services.

Treasury Shares

In June, 2021, Green Energy Alternatives, Inc. As of July 31, 2019, and 2018, Green Energy Alternatives, Inc. held 5.3 millionreturned 5,300,000 shares of the Company’s common stock.

Duestock to officers

During the three months ended April 30, 2020, officers of the Company incurred $21,138 in accrued expenses and the amount is included in accounts payable at April 30, 2020.

Accounts Payable