Odyssey Group International (ODYY) 10-Q 7 Aug 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Apr. 30, 2018	Aug. 06, 2018
Document And Entity Information
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	1,626,644
Document Type	10-Q
Document Period End Date	Apr. 30, 2018
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 Common Stock, Shares Outstanding		119,839,600
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,018

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Apr. 30, 2018	Jul. 31, 2017
Current Assets:
Cash and cash equivalents	$ 6,142	$ 13,426
Accounts receivable	0	1,052
Total Current Assets	6,142	14,478
Property and equipment, net	2,207	2,620
Product distribution rights	27,500	35,000
Investment in joint venture	0	107,157
Total Assets	35,849	159,255
Current liabilities:
Accounts payable	27,571	42,071
Accrued wages	158,500	104,000
Note payable, including accrued interest	603,856	433,046
Total current liabilities	789,927	579,117
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 119,839,600 and 114,839,600 issued and outstanding	119,840	114,840
Additional paid-in capital	100,060	55,060
Deficit	(973,978)	(589,762)
Total stockholders' deficit	(754,078)	(419,862)
Total Liabilities and stockholders' equity	$ 35,849	$ 159,255

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Apr. 30, 2018	Jul. 31, 2017
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.001	$ 0.001
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	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	119,839,600	114,839,600
Common Stock, Shares Outstanding	119,839,600	114,839,600

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017	Apr. 30, 2018	Apr. 30, 2017
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Cost of goods sold	0	0	0	0
Gross profit	0	0	0	0
General and administrative expenses	57,399	72,398	207,209	114,336
Impairment loss	0	0	131,447	0
Loss from operations	(57,399)	(72,398)	(338,656)	(114,336)
Interest expense	(16,168)	(7,614)	(45,560)	(18,719)
Net loss	$ (73,567)	$ (80,012)	$ (384,216)	$ (133,055)
Basic net loss per share:	$ 0	$ 0	$ 0	$ 0
Weighted average number of shares	119,839,600	114,839,600	117,000,772	114,779,538

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Apr. 30, 2018	Apr. 30, 2017
Operating activities
Net loss	$ (384,216)	$ (133,055)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	7,913	7,914
Impairment loss	131,447	0
Decrease in accounts receivable	0	17,000
Decrease in accounts payable	48,762	30,900
Decrease in accrued wages	54,500	9,000
Increase in accrued interest	45,560	18,719
Net cash used in operating activities	(96,034)	(79,522)
Financing activities
Investment in affiliate	0	(43,250)
Proceeds from notes payable	88,750	123,001
Net cash provided by financing activities	88,750	79,751
Net change in cash and cash equivalents	(7,284)	229
Cash and cash equivalents, beginning of period	13,426	2,181
Cash and cash equivalents, end of period	6,142	2,410
Noncash transactions:
Accounts payable transferred to note payable	36,500	0
Wages payable reclassed to note payable	108,500	0
Common stock issued for services rendered	$ 50,000	$ 0

1. Nature of Operations

1. Nature of Operations	9 Months Ended
	Apr. 30, 2018
Accounting Policies [Abstract]
Nature of Operations	1. Nature of Operations The Company owns technology and the marketing and distribution rights to CardioMap®). CardioMap® is an advanced technology for early non-invasive testing for heart disease. CardioMap® measures disease or stress levels, along with current heart conditions as a 3D image supplementing the line drawing electrocardiogram (ECG), but with device sensitivity that surpasses standard ECG analyzers by 7 to 50 times. It is highly portable and provides a rapid analysis in 30 or 60 seconds. The device is connected through the Internet to the central server that converts the electric conductivity of the cardiac tissue into a three-dimensional, color-coded and easy-to- interpret visual portrait. The CardioMap® is in advance stages of development and is not yet FDA approved. FDA clearance to market the product will be required in order to sell in the United States.

2. Summary of Significant Accou

2. Summary of Significant Accounting Policies	9 Months Ended
	Apr. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	2. 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. 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 nine months ended April 30, 2018, the Company recognized depreciation expense of $413. 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	9 Months Ended
	Apr. 30, 2018
Product Distribution Rights
Product Distribution Rights	3. 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	9 Months Ended
	Apr. 30, 2018
Debt Disclosure [Abstract]
Notes Payable	4. Notes Payable As of April 30, 2018, the Company carries a convertible promissory note, which fully matures one year from issuance. The note currently issued by the Company matures in April 2018, and bears 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 April 30, 2018, this note has a balance of $18,150 and may be converted into 72,600 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. As of April 30, 2018, the Company has a note payable that is subject to periodic payments that come due based on sales. The note fully matures in January 2020, 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 April 30, 2018, the note has a balance of $585,706 and may be converted into 58,570,600 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. 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. Until such event, the note carries its original terms and features. On February 1, 2018, the debt holder gave notice to convert $15,000 into 1,500,000 shares of Common Stock. As of today, the conversion notice is still being processed. Until the issuance of the shares the $15,000 will remain as loan payable on the Company’s financial statements. Furthermore, the debt holder was issued a common stock warrant for 4,000,000 shares at $0.25 per share as consideration to the debt holder to agree to begin to convert portions of its loan to common stock pari passu with a new offering raise of investment at a minimum of $500,000.

5. Fair Value Measurements

5. Fair Value Measurements	9 Months Ended
	Apr. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	5. 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	9 Months Ended
	Apr. 30, 2018
Income Tax Disclosure [Abstract]
Income Taxes	6. Income Taxes As of April 30, 2018, the Company has net deferred tax assets of $275,244 consisting of net operating loss carryforwards that expire in 2035 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	9 Months Ended
	Apr. 30, 2018
Risks and Uncertainties [Abstract]
Going Concern	7. Going Concern The Company has not realized any revenues for the nine months ended April 30, 2018. 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. As a result of these events, the Company has an operating deficit of $973,978 as of April 30, 2018. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern.

8. Subsequent Events

8. Subsequent Events	9 Months Ended
	Apr. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	8. Subsequent event On February 27, 2018, the Company began a restructuring of its Common Stock. The company’s Board approved the return of 65,300,000 shares to treasury. Certain shareholders will return their current stock certificate and be issued a new certificate reflecting revised shares of the company stock. As of today, the restructure as a whole is still being processed with the Company’s transfer agent.

2. Summary of Significant Acc14

2. Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Apr. 30, 2018
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.
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 nine months ended April 30, 2018, the Company recognized depreciation expense of $413.
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 ($)	9 Months Ended
	Apr. 30, 2018	Jul. 31, 2017
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Depreciation expense	$ 413

4. Notes Payable (Details Narra

4. Notes Payable (Details Narrative)	9 Months Ended
	Apr. 30, 2018USD ($)$ / sharesshares
Convertible Promissory Note [Member]
Maturity date	Apr. 30, 2018
Interest rate	12.00%
Conversion price per share | $ / shares	$ .25
Balance, end of period | $	$ 18,150
If converted, common shares to be issued	72,600
Note Payable [Member]
Maturity date	Jan. 31, 2020
Interest rate	12.50%
Conversion price per share | $ / shares	$ .01
Balance, end of period | $	$ 585,706
If converted, common shares to be issued	58,570,600
Warrant issued - convertible into shares	4,000,000

6. Income Taxes (Details Narrat

6. Income Taxes (Details Narrative)	9 Months Ended
	Apr. 30, 2018USD ($)
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 275,244
Operating loss carryforward	$ 275,244
Net operating loss carryforwards expiration date	Dec. 31, 2035

7. Going Concern (Details Narra

7. Going Concern (Details Narrative) - USD ($)	Apr. 30, 2018	Jul. 31, 2017
Risks and Uncertainties [Abstract]
Operating deficit	$ (973,978)	$ (589,762)