Odyssey Group International (ODYY) 10-K 14 Nov 17 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Jul. 31, 2017USD ($)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, 2017
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 | $	$ 25,642,500
Entity Common Stock, Shares Outstanding | shares	114,839,600
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,017

Balance Sheets

Balance Sheets - USD ($)	Jul. 31, 2017	Jul. 31, 2016
Current Assets:
Cash and cash equivalents	$ 13,426	$ 2,181
Accounts receivable	1,052	18,052
Total Current Assets	14,478	20,233
Property and equipment, net	2,620	3,172
Product distribution rights	35,000	45,000
Investment in joint venture	107,157	0
Total Assets	159,255	68,405
Current liabilities:
Accounts payable	42,071	30,646
Accrued wages	104,000	92,000
Note payable, including accrued interest	433,046	190,177
Total current liabilities	579,117	312,823
Stockholders' equity (deficiency):
Preferred stock, $.001 par value; 100,000,000 shares authorized	0	0
Common stock, $.001 par value; 500,000,000 shares authorized with 114,839,600 and 114,750,000 issued and outstanding	114,840	114,750
Additional paid-in capital, common stock	55,060	32,750
Deficit	(589,762)	(391,918)
Total stockholders' deficit	(419,862)	(244,418)
Total Liabilities and stockholders' equity	$ 159,255	$ 68,405

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2017	Jul. 31, 2016
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.001	$ .001
Preferred Stock, Shares Authorized	100,000,000	100,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par Value	$ 0.001	$ .001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	114,839,600	114,750,000
Common Stock, Shares Outstanding	114,839,600	114,750,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Income Statement [Abstract]
Revenues	$ 0	$ 37,452
Cost of goods sold	0	20,299
Gross profit	0	17,153
General and administrative expenses	167,575	90,721
Loss from operations	(167,575)	(73,568)
Interest expense	(30,269)	(12,549)
Net loss	$ (197,844)	$ (86,117)
Basic net loss per share:	$ 0	$ 0
Weighted average number of shares	114,794,677	114,750,000

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficiency) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Jul. 31, 2015	114,750,000
Beginning balance, value 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, value at Jul. 31, 2016	$ 114,750	32,750	(391,918)	(244,418)
Debt converted to common stock, shares	89,600
Debt converted to common stock, value	$ 90	22,310		22,400
Net loss			(197,844)	(197,844)
Ending balance, shares at Jul. 31, 2017	114,839,600
Ending balance, value at Jul. 31, 2017	$ 114,840	$ 55,060	$ (589,762)	$ (419,862)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Operating activities
Net loss	$ (197,844)	$ (86,117)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	10,552	5,138
Decrease (Increase) in accounts receivable	17,000	(18,052)
Increase in accounts payable	11,425	13,623
Increase in accrued wages	12,000	12,000
Increase in accrued interest	30,269	12,549
Net cash used in operating activities	(116,598)	(60,859)
Investing activities
Purchase of equipment	0	(3,310)
Purchase of other investments	0	(50,000)
Net cash used in investing activities	0	(53,310)
Financing activities
Investment in joint venture	(107,157)	0
Proceeds from notes payable	235,000	111,000
Net cash provided by financing activities	127,843	111,000
Net change in cash and cash equivalents	11,245	(3,169)
Cash and cash equivalents, beginning of period	2,181	5,350
Cash and cash equivalents, end of period	$ 13,426	$ 2,181

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Jul. 31, 2017
Accounting Policies [Abstract]
Nature of Operations	The Company is a trans-disciplinary product development enterprise involved in the discovery, development and commercialization of a broad range of products. The Company has developed and is marketing a product to provide athletic enhancement products to improve the human body’s function during athletic stress (Note 8). In February 2016, the Company also entered into distribution agreements to sell and distribute two 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. In September 2016, the company began the research and development of an auto fuel additive, Project ALPHA ALPHA ALPHA

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	12 Months Ended
	Jul. 31, 2017
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, 2017 and 2016. 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, 2017 and 2016 the Company recognized depreciation expense of $552 and $138. 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, 2017
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. Other Assets

4. Other Assets	12 Months Ended
	Jul. 31, 2017
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other Assets	In November 2016, the Company entered into a joint venture agreement with Insane Power LV, Inc. in order to develop and create products for retail sales channels and auto upgrade markets. The Company is considered to be able to significantly influence the operating and financial policies of the joint venture, which is accounted for using the equity method. Investments in the joint venture are initially recognized at cost. The cost of an acquisition is measured at the fair value of the assets given, equity instruments issued or liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. The Company has contributed $107,157 in capital and is awaiting an accounting of the contributed technology in order to value Insane Power LV, Inc.’s contribution.

5. Notes Payable

5. Notes Payable	12 Months Ended
	Jul. 31, 2017
Debt Disclosure [Abstract]
Notes Payable	As of July 31, 2017, the Company entered into multiple convertible promissory notes, which fully mature one year from issuance. The notes currently issued by the Company mature in April 2018, and 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, 2017, these notes have a balance of $16,800 and may be converted into 67,200 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, 2017, the Company has a note payable that is subject to periodic payments that come due based on sales. The note fully matures in January 2018, 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, 2017, the note has a balance of $416,245 and may be converted into 41,624,500 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.

6. Fair Value Measurements

6. Fair Value Measurements	12 Months Ended
	Jul. 31, 2017
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.

7. Income Taxes

7. Income Taxes	12 Months Ended
	Jul. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	As of July 31, 2017 and 2016, the Company has net deferred tax assets of $186,775 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 8), it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period.

8. Going Concern

8. Going Concern	12 Months Ended
	Jul. 31, 2017
Risks and Uncertainties [Abstract]
Going Concern	The Company has not realized any revenues for the year ended July 31, 2017. The Company developed and commercialized a formula in fiscal year 2015, Fit, which is intended to improve the human body’s function during athletic stress. 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. In February 2016, the Company also entered into two distribution agreements to sell and distribute new technologies, CardioMap® and JadeCool towels. The Company realized its first sales of CardioMap® and JadeCool units in 2016. In September 2016, the company began the research and development of an automobile fuel additive, Project ALPHA

9. Subsequent Events

9. Subsequent Events	12 Months Ended
	Jul. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	In November 2016, the Company entered into a joint venture agreement with Insane Power LV, Inc. to create products for the retail sales channel for custom autos and Project ALPHA

2. Summary of Significant Acc16

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 2017
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, 2017 and 2016.
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, 2017 and 2016 the Company recognized depreciation expense of $552 and $138.
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 Acc17

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Depreciation expense	$ 552	$ 138

4. Other Assets (Details Narrat

4. Other Assets (Details Narrative)	Jul. 31, 2017USD ($)
Insane Power [Member]
Equity method investment	$ 107,157

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative)	12 Months Ended
	Jul. 31, 2017USD ($)$ / sharesshares
Multiple Convertible Notes Payable [Member]
Maturity date	Apr. 30, 2018
Interest rate	12.00%
Conversion price per share | $ / shares	$ .25
Balance, end of period | $	$ 16,800
If converted, common shares to be issued | shares	37,200
Note Payable [Member]
Maturity date	Jan. 31, 2018
Interest rate	12.50%
Conversion price per share | $ / shares	$ .01
Balance, end of period | $	$ 416,245
If converted, common shares to be issued | shares	41,624,500

7. Income Taxes (Details Narrat

7. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2017	Jul. 31, 2016
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 186,775	$ 107,030
Operating loss carryforward	$ 186,775	$ 107,030
Net operating loss carryforwards expiration date	Dec. 31, 2035

8. Going Concern (Details Narra

8. Going Concern (Details Narrative) - USD ($)	Jul. 31, 2017	Jul. 31, 2016
Risks and Uncertainties [Abstract]
Operating deficit	$ (589,762)	$ (391,918)