Odyssey Group International (ODYY) 10-K 2 Nov 16 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Jul. 31, 2016USD ($)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, 2016
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	2,016

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Jul. 31, 2016	Jul. 31, 2015
Current Assets:
Cash and cash equivalents	$ 2,181	$ 5,350
Accounts receivable	18,052	0
Total Current Assets	20,233	5,350
Property and equipment, net	3,172	0
Product distribution rights	45,000	0
Total Assets	68,405	5,350
Current liabilities:
Accounts payable	30,646	65,735
Accrued wages	92,000	80,000
Note payable, including accrued interest	190,177	17,916
Total current liabilities	312,823	163,651
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	(391,918)	(305,801)
Total stockholders' deficit	(244,418)	(158,301)
Total Liabilities and stockholders' equity	$ 68,405	$ 5,350

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2016	Jul. 31, 2015
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ .001	$ 0.001
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	$ 0.001
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 (Unaud

Statements of Operations (Unaudited) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Income Statement [Abstract]
Revenues	$ 37,452	$ 257,220
Cost of goods sold	20,299	228,490
Gross profit	17,153	28,730
General and administrative expenses	90,721	184,628
Loss from operations	(73,568)	(155,898)
Interest expense	(12,549)	(4,800)
Net loss	$ (86,117)	$ (160,698)
Basic net loss per share:	$ 0	$ 0
Weighted average number of shares	114,750,000	114,750,000

Statement of Stockholders' Equi

Statement of Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Additional Paid-In Capital	Retained Earnings / Accumulated Deficit	Total
Beginning balance, shares at Jul. 31, 2014	114,750,000
Beginning balance, amount 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, amount at Jul. 31, 2015	$ 114,750	32,750	(305,801)	(158,301)
Net loss			(86,117)	(86,117)
Ending balance, shares at Jul. 31, 2016	114,750,000
Ending balance, amount at Jul. 31, 2016	$ 114,750	$ 32,750	$ (391,918)	$ (244,418)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Operating activities
Net loss	$ (86,117)	$ (160,698)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization expense	5,138	0
Increase in accounts receivable	(18,052)	0
Decrease in deposit	0	210,000
Increase in accounts payable	13,623	65,735
Increase in accrued salaries	12,000	66,000
Increase in accrued interest	12,549	4,800
Net cash provided by (used in) operating activities	(60,859)	185,837
Investing activities
Purchase of equipment	(3,310)	0
Purchase of other investments	(50,000)	0
Net cash used in investing activities	(53,310)	0
Financing activities
Payments on note payable	0	(226,467)
Proceeds from note payable	111,000	0
Net cash provided by (used in) financing activities	111,000	(226,467)
Net change in cash and cash equivalents	(3,169)	(40,630)
Cash and cash equivalents, beginning of period	5,350	45,980
Cash and cash equivalents, end of period	2,181	5,350
Noncash financing activities:
Common stock issued in exchange for formula rights valued at transferor's basis of zero	$ 0	$ 100,000

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Jul. 31, 2016
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, 2016
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. Accounts Receivable Accounts receivable are carried at original invoice amount less an estimated allowance for doubtful accounts, if deemed necessary by management. An allowance for doubtful accounts is based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical experience applied to an aging of accounts. No allowance for doubtful accounts was considered necessary by management as of July 31, 2016 and 2015. 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 the year ended July 31, 2016, $138 of depreciation expense was recognized. 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. Product Distribution Rights

3. Product Distribution Rights	12 Months Ended
	Jul. 31, 2016
Product Distribution Rights
Product Distribution Rights	The Company purchased distribution rights to sell and distribute a new technology, CardioMap®, which is an advanced technology for early non-invasive testing for heart disease. The product distribution rights are amortized over the life of the distribution contract.

4. Notes Payable

4. Notes Payable	12 Months Ended
	Jul. 31, 2016
Debt Disclosure [Abstract]
Notes Payable	As of July 31, 2016, the Company has entered into multiple convertible promissory notes, which fully mature one year from issuance. The notes currently held by the Company mature between September 2016 and April 2017, bear interest at 12.0% 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 $0.25 per share. As of July 31, 2016, these notes have a balance of $37,000 and may be converted into 148,000 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. As of July 31, 2016, the Company has a note payable that is subject to periodic payments that come due based on sales. The note fully matures in January 2017, 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, 2016, the note has a balance of $153,177 and may be converted into 15,317,700 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, 2016
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, 2016
Income Tax Disclosure [Abstract]
Income Taxes	As of July 31, 2016 and July 31, 2015, the Company has net deferred tax assets of $137,171 and $107,030 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, 2016
Risks and Uncertainties [Abstract]
Going Concern	The Company has realized revenues of $37,452 for the year ended July 31, 2016. The Company developed and commercialized a formula in fiscal year 2015, Fit, which improves the human body’s function during athletic stress, and is expected to have further sales of this product in 2017. In August 2014, the Company entered into a distribution agreement for its product, Fit, and began to record its first sales of this product in the year ended July 31, 2015, but it continued to incur losses through July 31, 2016. In February 2016, the Company also entered into two distribution agreements to sell and distribute new technologies, CardioMap® and JadeCool towels. CardioMap® is an advanced technology for early non-invasive testing for heart disease. JadeCool towels use natural jade mineral with a microfiber technology, which is designed to lower the ambient skin temperature when the towel is used. The Company realized its first sales of CardioMap® and JadeCool units in 2016. As a result of these events, the Company has an operating deficit of $391,918 as of July 31, 2016. In August 2015, the Company terminated its distribution agreement for Fit with its third party distributor. 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 Company intends to continue domestic operations and approach other domestic distributors to sell its Fit 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 be based on informal networking and marketing efforts through cost effective social media outlets, rather than using more traditional marketing strategies in the industry ( i.e.

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 2016
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.
Accounts Receivable	Accounts Receivable Accounts receivable are carried at original invoice amount less an estimated allowance for doubtful accounts, if deemed necessary by management. An allowance for doubtful accounts is based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful accounts, if any, by identifying troubled accounts and by using historical experience applied to an aging of accounts. No allowance for doubtful accounts was considered necessary by management as of July 31, 2016 and 2015.
Property and Equipment, Net	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 the year ended July 31, 2016, $138 of depreciation expense was recognized.
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.

2. Summary of Significant Acc15

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Depreciation expense	$ 138	$ 0

4. Notes Payable (Details Narra

4. Notes Payable (Details Narrative)	12 Months Ended
	Jul. 31, 2016USD ($)$ / sharesshares
Multiple Notes Payable [Member]
Maturity date	Apr. 30, 2017
Interest rate	12.00%
Conversion price per share | $ / shares	$ .25
Balance, end of period | $	$ 37,000
If converted, common shares to be issued | shares	148,000
Convertible Note Payable [Member]
Maturity date	Jan. 31, 2017
Interest rate	12.50%
Conversion price per share | $ / shares	$ .01
Balance, end of period | $	$ 153,177
If converted, common shares to be issued | shares	15,317,700

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 137,171	$ 107,030
Operating loss carryforward	$ 137,171	$ 107,030
Net operating loss carryforwards expiration date	Dec. 31, 2035	Dec. 31, 2034
Net effective offsetting valuation allowance	$ 137,171	$ 107,030

7. Going Concern (Details Narra

7. Going Concern (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2016	Jul. 31, 2015
Risks and Uncertainties [Abstract]
Realized revenues	$ 37,452	$ 257,220
Operating deficit	$ (391,918)	$ (305,801)