Odyssey Group International (ODYY) 10-K 1 Dec 15 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Jul. 31, 2015USD ($)shares
Document And Entity Information
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	1,626,644
Document Type	10-K
Document Period End Date	Jul. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float	$ 1,147,500
Entity Common Stock, Shares Outstanding | shares	114,750,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

Balance Sheets

Balance Sheets - USD ($)	Jul. 31, 2015	Jul. 31, 2014
Current Assets:
Cash and cash equivalents	$ 5,350	$ 45,980
Deposit	0	210,000
Total Assets	5,350	255,980
Current liabilities:
Accounts payable	65,735	0
Accrued wages	80,000	14,000
Note payable, including accrued interest	17,916	239,583
Total liabilities	163,651	253,583
Stockholders' equity (deficiency)
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $.001 par value; 500,000,000 shares authorized with 114,750,000 issued and outstanding	114,750	114,750
Additional paid-in capital	32,750	32,750
Deficit	(305,801)	(145,103)
Total stockholders' equity	(158,301)	2,397
Total Liabilities and stockholders' equity	$ 5,350	$ 255,980

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2015	Jul. 31, 2014
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ .001	$ .001
Preferred Stock, Shares Authorized	100,000	100,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ .001	$ .001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	114,750,000	114,750,000
Common Stock, Shares Outstanding	114,750,000	114,750,000

Statements of Operations

Statements of Operations - USD ($)	4 Months Ended	12 Months Ended
	Jul. 31, 2014	Jul. 31, 2015
Income Statement [Abstract]
Revenues	$ 0	$ 257,220
Cost of goods sold	0	228,490
Gross profit	0	28,730
General and administrative expenses	135,520	184,628
Loss from operations	(135,520)	(155,898)
Interest expense	(9,583)	(4,800)
Net loss	$ (145,103)	$ (160,698)
Basic net loss per share:	$ 0	$ 0
Weighted average number of shares	106,501,781	114,750,000

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Additional Paid-In Capital	Deficit	Total
Beginning balance, shares at Mar. 18, 2014	0
Beginning balance, value at Mar. 18, 2014	$ 0	$ 0	$ 0	$ 0
Issuance of common stock for rights to a formula, shares	100,000,000
Issuance of common stock for rights to a formula, value	$ 100,000	(100,000)		0
Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700, shares	14,750,000
Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700, value	$ 14,750	132,750		147,500
Net loss			(145,103)	(145,103)
Ending balance, shares at Jul. 31, 2014	114,750,000
Ending balance, value at Jul. 31, 2014	$ 114,750	32,750	(145,103)	2,397
Net loss			(160,698)	(160,698)
Ending balance, shares at Jul. 31, 2015	114,750,000
Ending balance, value at Jul. 31, 2015	$ 114,750	$ 32,750	$ (305,801)	$ (158,301)

Statements of Stockholders' Eq6

Statements of Stockholders' Equity (Deficiency) (Parenthetical)	4 Months Ended
	Jul. 31, 2014USD ($)shares
Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700, value	$ 147,500
Director and Officer
Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700, shares | shares	2,570,000
Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700, value	$ 25,700

Statements of Cash Flows

Statements of Cash Flows - USD ($)	4 Months Ended	12 Months Ended
	Jul. 31, 2014	Jul. 31, 2015
Operating activities
Net loss	$ (145,103)	$ (160,698)
Adjustments to reconcile to net cash provided by (used in) operating activities:
Decrease (increase) in deposit	(210,000)	210,000
Increase in accounts payable	0	65,735
Increase in accrued wages	14,000	66,000
Increase in accrued interest	0	4,800
Net cash provided by (used in) operating activities	(341,103)	185,837
Financing activities
Payments on note payable	0	(226,467)
Proceeds from note payable	239,583	0
Sale of common stock	147,500	0
Net cash provided by (used in) financing activities	387,083	(226,467)
Net change in cash and cash equivalents	45,980	(40,630)
Cash and cash equivalents, beginning of period	0	45,980
Cash and cash equivalents, end of period	45,980	5,350
Noncash financing activities:
Common stock issued in exchange for formula rights valued at transferor's basis of zero	$ 100,000	$ 0

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Jul. 31, 2015
Accounting Policies [Abstract]
Nature of Operations	The Company is a trans-disciplinary health and wellness product development Company involved in the discovery, development and commercialization of a broad range of health and wellness products to improve human health. The Company has developed, and subsequent to July 31, 2014, begun marketing a product to provide athletic enhancement products to improve the human body’s function during athletic stress (Note 7).

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Jul. 31, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) generally requires management to make estimates and assumptions that affect amounts reported in the consolidated 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. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP. 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 generally when products are shipped to its customers. Sales terms do not include significant rights of return.

3. Related Party Transactions a

3. Related Party Transactions and Balances	12 Months Ended
	Jul. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions and Balances	The Company has a common officer with EcoScientific, Inc., which contributed substantially to the research and development of the health and wellness formula that was acquired by the Company in March 2014. The Company issued 25,000,000 shares of common stock to EcoScientific, Inc. for its interest in the formula. The intangible asset consisting of the formula interest was valued at a transferor’s basis of zero since the transferor’s costs solely consisted of research and development expenditures that are not capitalizable under GAAP.

4. Note Payable

4. Note Payable	12 Months Ended
	Jul. 31, 2015
Debt Disclosure [Abstract]
Note Payable	Subject to periodic payments that come due based on sales, the note fully matures in January 2016, bears interest at 12.5% annually, and the remaining unpaid balance is convertible upon maturity at the holder’s option into shares of common stock at a conversion price fixed at $0.01 per share. As of July 31, 2015, the note may be converted into 1,791,600 shares of common stock upon maturity. 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.

5. Fair Value Measurements

5. Fair Value Measurements	12 Months Ended
	Jul. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurements	The carrying values of cash and cash equivalents and notes payable approximate their estimated fair values because of the short-term nature of these instruments.

6. Income Taxes

6. Income Taxes	12 Months Ended
	Jul. 31, 2015
Income Tax Disclosure [Abstract]
Income Taxes	As of July 31, 2015 and July 31, 2014, the Company has net deferred tax assets of $107,030 and $50,786 consisting of net operating loss carryforwards that expire in 2035 and 2034 net of an effective offsetting valuation allowance of 100%. The Company has established the valuation allowance because due to substantial uncertainty as to the Company’s ability to continue as a going concern (Note 7), it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period.

7. Going Concern

7. Going Concern	12 Months Ended
	Jul. 31, 2015
Risks and Uncertainties [Abstract]
Going Concern	Although the Company realized no revenues for the period from inception through July 31, 2014, it acquired a health and wellness formula, and it has further developed and commercialized the formula into an athletic enhancement product, RegeneFit™, prior to its first fiscal year end, to improve the human body’s function during athletic stress. In August 2014, the Company entered into a distribution agreement for its product, and began to record its first sales of this product in the year ended July 31, 2015, but it continued to incur losses through that date. As a result, the Company has an operating deficit of $305,801 as of July 31, 2015. In August 2015, the Company terminated its distribution agreement with its distributor and intends to register the Company for international business operations (Note 8). The Company intends to continue domestic operations and contract other domestic distributors to sell its product. The Company is also reviewing its business model to distribute product on its own. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern. Management’s plans to overcome this uncertainty may include a new marketing strategy, which may base itself on informal networking and marketing efforts through cost effective social media outlets, rather than using more traditional marketing strategies in the industry (i.e. infomercials and commercials). The Company may also have to consider focusing solely on the current product to market, sell, and distribute and may not be able to research and develop other product possibilities that may present themselves to the Company.

8. Subsequent Events

8. Subsequent Events	12 Months Ended
	Jul. 31, 2015
Subsequent Events [Abstract]
Subsequent Events	On August 4, 2015, the Board of Directors authorized the Company to register for international business operations, including selection of an international manufacturer of the Company’s product. The Board of Directors resolved to select an international manufacturer in Oslo, Norway. The Company has since approached the new manufacturer, but has not yet entered into a final business agreement. In August 2015, the Company terminated a 2-year distribution agreement with its domestic distributor. As of the date of this report, the Company has not entered into a domestic distribution agreement.

2. Summary of Significant Acc16

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 2015
Accounting Policies [Abstract]
Use of estimates	Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) generally requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.
Basis of accounting	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. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.
Net loss per share	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	Revenue recognition The Company recognizes revenue generally when products are shipped to its customers. Sales terms do not include significant rights of return.

3. Related Party Transactions17

3. Related Party Transactions and Balances (Details Narrative) - shares	Jul. 31, 2015	Jul. 31, 2014
Common stock issued for interest in the formula	114,750,000	114,750,000
EcoScientific
Common stock issued for interest in the formula	25,000,000

4. Note Payable (Details Narrat

4. Note Payable (Details Narrative)	12 Months Ended
	Jul. 31, 2015$ / shares
Debt Disclosure [Abstract]
Maturity date	Jan. 31, 2016
Interest rate	12.50%
Conversion price per share	$ .01

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative) - USD ($)	4 Months Ended	12 Months Ended
	Jul. 31, 2014	Jul. 31, 2015
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 50,786	$ 107,030
Operating loss carryforward	$ 50,786	$ 107,030
Net operating loss carryforwards expiration date	Dec. 31, 2034	Dec. 31, 2035
Net effective offsetting valuation allowance	$ 50,786	$ 107,030

7. Going Concern (Details Narra

7. Going Concern (Details Narrative) - USD ($)	Jul. 31, 2015	Jul. 31, 2014
Risks and Uncertainties [Abstract]
Operating deficit	$ (305,801)	$ (145,103)