Odyssey Group International (ODYY) 10-K 12 Dec 18 2018 FY Annual report Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Jul. 31, 2018USD ($)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, 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	Non-accelerated Filer
Entity Public Float | $	$ 253,500
Entity Common Stock, Shares Outstanding | shares	61,414,000
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,018
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell Company	false

Balance Sheets

Balance Sheets - USD ($)	Jul. 31, 2018	Jul. 31, 2017
Current Assets:
Cash and cash equivalents	$ 390	$ 13,426
Accounts receivable	0	1,052
Total Current Assets	390	14,478
Property and equipment, net	2,069	2,620
Product distribution rights	25,000	35,000
Investment in joint venture	0	107,157
Total Assets	27,459	159,255
Current liabilities:
Accounts payable	26,691	42,071
Accrued wages	188,500	104,000
Note payable, including accrued interest	631,645	433,046
Total liabilities	846,836	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 61,414,000 and 114,750,000 issued and outstanding	61,414	114,840
Additional paid-in capital	192,086	55,060
Deficit	(1,072,877)	(589,762)
Total stockholders' equity (deficit)	(819,377)	(419,862)
Total Liabilities and stockholders' equity (deficit)	$ 27,459	$ 159,255

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2018	Jul. 31, 2017
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	61,414,000	114,750,000
Common Stock, Shares Outstanding	61,414,000	114,750,000

Statements of Operations

Statements of Operations - USD ($)	12 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Income Statement [Abstract]
Revenues	$ 0	$ 0
Cost of goods sold	0	0
Gross profit	0	0
General and administrative expenses	288,995	167,575
Impairment loss	131,447	0
Loss from operations	(420,442)	(167,575)
Interest expense	(62,673)	(30,269)
Net loss	$ (483,115)	$ (197,844)
Basic net loss per share:	$ 0	$ 0
Weighted average number of shares	117,128,060	114,794,677

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, 2016	114,750,000
Beginning 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)
Debt converted to common stock, shares	1,574,400
Debt converted to common stock, value	$ 1,574	32,026		33,600
Common stock issued for services, shares	5,000,000
Common stock issued for services, value	$ 5,000	45,000		50,000
Common stock restructure, shares	(60,000,000)
Common stock restructure, value	$ (60,000)	60,000
Net loss			(483,115)	(483,115)
Ending balance, shares at Jul. 31, 2018	61,414,000
Ending balance, value at Jul. 31, 2018	$ 61,414	$ 192,086	$ (1,072,877)	$ (819,377)

Statements of Cash Flows

Statements of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Operating activities
Net loss	$ (483,115)	$ (197,844)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	10,551	10,552
Impairment loss	131,447	0
Decrease in accounts receivable	0	17,000
Increase in accounts payable	47,882	11,425
Increase in accrued wages	84,500	12,000
Increase in accrued interest	62,673	30,269
Net cash used in operating activities	(146,062)	(116,598)
Investing activities
Net cash used in investing activities	0	0
Financing activities
Investment in joint venture	0	(107,157)
Proceeds from notes payable	133,026	235,000
Net cash provided by financing activities	133,026	127,843
Net change in cash and cash equivalents	(13,036)	11,245
Cash and cash equivalents, beginning of year	13,426	2,181
Cash and cash equivalents, end of year	390	13,426
Noncash transactions:
Accounts payable transferred to note payable	36,500	0
Debt converted to Common Stock	15,000	0
Common stock issued for services rendered	50,000	0
Stock restructure- Common stock	$ 60,000	$ 0

1. Nature of Operations

1. Nature of Operations	12 Months Ended
	Jul. 31, 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	12 Months Ended
	Jul. 31, 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 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 year ended July 31, 2018 and 2017 the Company recognized depreciation expense of $551 and $552. 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, 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	12 Months Ended
	Jul. 31, 2018
Debt Disclosure [Abstract]
Notes Payable	4. Notes Payable As of July 31, 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 July 31, 2018, the note has a balance of $631,645 and may be converted into 63,164,450 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. 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. As of July 31, 2018, these warrants expired.

6. Common Stock

6. Common Stock	12 Months Ended
	Jul. 31, 2018
Equity [Abstract]
Common Stock	6. Common Stock For the year ended July 31, 2018, the Company’s Board approved the return of 60,000,000 shares from the founding common stockholders.

5. Fair Value Measurements

5. Fair Value Measurements	12 Months Ended
	Jul. 31, 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.

7. Income Taxes

7. Income Taxes	12 Months Ended
	Jul. 31, 2018
Income Tax Disclosure [Abstract]
Income Taxes	7. Income Taxes As of July 31, 2018 and 2017, the Company has net deferred tax assets of $309,859 and $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 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, 2018
Risks and Uncertainties [Abstract]
Going Concern	8. Going Concern The Company has not realized any revenues for the year ended July 31, 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®. The Company realized its first sales of CardioMap® in 2016. As a result of these events, the Company has an operating deficit of $1,072,877 as of July 31, 2018. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern.

9. Related Party Transactions

9. Related Party Transactions	12 Months Ended
	Jul. 31, 2018
Related Party Transactions [Abstract]
Related Party Transactions	9. Related Party Transactions The Company has a common officer with Green Energy Alternatives, Inc. As of July 31, 2018, Green Energy Alternatives, Inc. holds 5,300,000 shares of the Company’s common stock.

10. Subsequent Events

10. Subsequent Events	12 Months Ended
	Jul. 31, 2018
Subsequent Events [Abstract]
Subsequent Events	10. Subsequent Events On December 11, 2018 the Company amended the employment agreement of J. Michael Redmond to further document and incorporate the transition of the control of the Green Energy Alternatives stock. In the amendment, the Company still agrees to issue Mr. Redmond a total of ten million (10,000,000) shares of the Company’s common stock. At least Four million seven hundred thousand (4,700,000) stock grants will be issued immediately to Redmond from the Company, and five million three hundred thousand (5,300,000) shares will be assigned to Redmond through control of Green Energy Alternatives, LLC.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 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 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 year ended July 31, 2018 and 2017 the Company recognized depreciation expense of $551 and $552.
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 Acc_3

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Accounting Policies [Abstract]
Allowance for doubtful accounts	$ 0	$ 0
Depreciation expense	$ 551	$ 552

4. Notes Payable (Details Narra

4. Notes Payable (Details Narrative) - Note Payable [Member]	12 Months Ended
	Jul. 31, 2018USD ($)$ / sharesshares
Maturity date	Jan. 31, 2020
Interest rate	12.50%
Conversion price per share | $ / shares	$ .01
Convertible note payable outstanding | $	$ 631,645
If converted, common shares to be issued	63,164,450
Warrants outstanding	0

6. Common Stock (Details Narrat

6. Common Stock (Details Narrative)	12 Months Ended
	Jul. 31, 2018shares
Founding Stockholders [Member]
Common stock restructure, shares	60,000,000

7. Income Taxes (Details Narrat

7. Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2018	Jul. 31, 2017
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 309,859	$ 275,244
Operating loss carryforward	$ 309,859	$ 275,244
Net operating loss carryforwards expiration date	Dec. 31, 2035

8. Going Concern (Details Narra

8. Going Concern (Details Narrative) - USD ($)	Jul. 31, 2018	Jul. 31, 2017
Risks and Uncertainties [Abstract]
Operating deficit	$ (1,072,877)	$ (589,762)

9. Related Party Transactions (

9. Related Party Transactions (Details Narrative) - shares	Jul. 31, 2018	Jul. 31, 2017
Common stock owned	61,414,000	114,750,000
Green Energy Alternatives [Member]
Common stock owned	5,300,000