Odyssey Group International (ODYY) 10-Q 14 Mar 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2019	Mar. 13, 2019
Document And Entity Information
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	0001626644
Document Type	10-Q
Document Period End Date	Jan. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--07-31
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		68,645,400
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2019
Entity Small Business	true
Entity Emerging Growth	false

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2019	Jul. 31, 2018
Current Assets:
Cash and cash equivalents	$ 629	$ 390
Property and equipment, net	1,793	2,069
Product distribution rights	20,000	25,000
Total Assets	22,422	27,459
Current liabilities:
Accounts payable	29,071	26,691
Accrued wages	248,500	188,500
Note payable, including accrued interest	667,882	631,645
Total liabilities	945,453	846,836
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 68,645,400 and 61,414,000 issued and outstanding	68,645	61,414
Additional paid-in capital	257,169	192,086
Deficiency	(1,248,845)	(1,072,877)
Total stockholders' Equity	(923,031)	(819,377)
Total Liabilities and Equity	$ 22,422	$ 27,459

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2019	Jul. 31, 2018
Statement of Financial Position [Abstract]
Preferred Stock, Par Value	$ 0.001	$ 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	$ 0.001	$ 0.001
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	68,645,400	61,414,000
Common Stock, Shares Outstanding	68,645,400	61,414,000

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2019	Jan. 31, 2018	Jan. 31, 2019	Jan. 31, 2018
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Cost of goods sold	0	0	0	0
General and administrative expenses	89,763	100,313	142,167	149,810
Impairment loss	0	131,447	0	131,447
Loss from operations	(89,763)	(231,760)	(142,167)	(281,257)
Interest expense	(16,709)	(15,481)	(33,801)	(29,392)
Net loss	$ (106,472)	$ (247,241)	$ (175,968)	$ (310,649)
Basic net loss per share:	$ 0	$ 0	$ 0	$ 0
Weighted average number of shares	64,703,372	116,361,339	63,058,686	114,976,341

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Operating activities
Net loss	$ (175,968)	$ (310,649)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	5,276	5,276
Impairment loss	0	131,447
Increase in accounts payable	2,380	27,000
Increase in accrued wages	60,000	24,500
Increase in consulting fees charged to notes payable	8,750	0
Increase in accrued interest	33,801	29,392
Increase in stock based compensation expense	47,000	0
Net cash used in operating activities	(18,761)	(93,034)
Financing activities
Issuance of loan receivable	0	(23,238)
Proceeds from notes payable	19,000	103,250
Net cash provided by financing activities	19,000	80,012
Net change in cash and cash equivalents	239	(13,023)
Cash and cash equivalents, beginning of period	390	13,426
Cash and cash equivalents, end of period	629	403
Noncash transactions:
Notes payable converted to common stock	$ 25,314	$ 0

1. Nature of Operations

1. Nature of Operations	6 Months Ended
	Jan. 31, 2019
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. We are not currently selling or marketing any products, as our product is in late stage development and 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	6 Months Ended
	Jan. 31, 2019
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 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 at fair value. 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 six months ended January 31, 2019 and 2018 the Company recognized depreciation expense of $276. 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 sells its products through direct sales representatives. The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. Payment terms vary depending on the country of sale, type of customer, and type of product. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money. We are not currently selling or marketing any products, as our product is in late stage development and FDA clearance to market the product will be required in order to sell in the United States.

3. Impact of New Accounting Pro

3. Impact of New Accounting Pronouncements	6 Months Ended
	Jan. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Impact of New Accounting Pronouncements	3. Impact of New Accounting Pronouncements Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”), in the form of Accounting Standards Updates (“ASUs”), to the FASB’s Accounting Standards Codification. The Company considers the applicability and impact of all ASUs. The FASB issued ASU 2016-02, Leases (Topic 842), The FASB issued ASU 2014-15, Going Concern (Subtopic 205-40), ASU 2014-09, Revenue from Contracts with Customers (Topic 606),

4. Product Distribution Rights

4. Product Distribution Rights	6 Months Ended
	Jan. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Product Distribution Rights	4. 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. For the six months ended January 31, 2019 and 2018 the Company recognized amortization expense of $5,000.

5. Notes Payable

5. Notes Payable	6 Months Ended
	Jan. 31, 2019
Debt Disclosure [Abstract]
Notes Payable	5. Notes Payable As of January 31, 2019, 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 January 31, 2019, the note has a balance of $667,882 and may be converted into 66,788,200 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. 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 January 31, 2019, these warrants expired.

6. Fair Value Measurements

6. Fair Value Measurements	6 Months Ended
	Jan. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	6. 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. Common Stock

7. Common Stock	6 Months Ended
	Jan. 31, 2019
Equity [Abstract]
Common Stock	7. 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. 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 10,000,000 shares of the Company’s common stock. At least 4,700,000 stock grants were granted to Mr. Redmond from the Company, and 5,300,000 shares have been assigned to Mr. Redmond through control of Green Energy Alternatives, LLC. The Company recognized $47,000 of compensation expense related to the 4,700,000 shares granted, with an estimated fair value of $0.01 per share, for the three and six-months ended January 31, 2019.

8. Stock Based Compensation

8. Stock Based Compensation	6 Months Ended
	Jan. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Based Compensation	8. Stock Based Compensation We have not adopted any equity compensation plans. We have entered into an individual compensation plan for Mr. Redmond, for which Mr. Redmond has been granted stock options of 15,000,000 shares at $0.25 per share. The options vest upon achieving the following milestones: 5,000,000 options vest upon each milestone, when the Company obtains revenue of $5,000,000, $10,000,000 and $15,000,000. Mr. Redmond cannot sell any of the above stock options for two years from the effective date of the employment agreement or until the Company reaches $10,000,000 in annual revenue, whichever occurs first. The stock option vesting accelerates and becomes immediately exercisable upon the sale, merger or any transaction resulting in the majority (more than 50%) of the Company stock being obtained. The Company has not recorded any expense, as we have not determined that it is probable that the milestones will be achieved.

9. Income Taxes

9. Income Taxes	6 Months Ended
	Jan. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes As of January 31, 2019, and July 31, 2018, the Company had net deferred tax assets of $336,492 and $309,859 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 10), it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period.

10. Going Concern

10. Going Concern	6 Months Ended
	Jan. 31, 2019
Risks and Uncertainties [Abstract]
Going Concern	10. Going Concern The Company has not realized any revenues for the three and six-months ended January 31, 2019 and 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, but sales have been suspended pending FDA approval. As a result of these events, the Company has an operating deficit of $1,248,845 as of January 31, 2019. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern.

11. Related Party Transactions

11. Related Party Transactions	6 Months Ended
	Jan. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions The Company has a common officer with Green Energy Alternatives, Inc. As of January 31, 2019, and July 31, 2018, Green Energy Alternatives, Inc. held 5,300,000 shares of the Company’s common stock.

12. Subsequent Events

12. Subsequent Events	6 Months Ended
	Jan. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events We have evaluated subsequent events and, except for the transaction described below, there were no other events relative to the financial statements that require additional disclosure. On February 8, 2019, the Company executed a License Transfer Agreement to acquire all rights and interest to an exclusive license for The USPTO Patent No. US 7,519,416 B2, issued on April 14, 2009, titled Diagnostic Method Using Standard ECG Signals (the “Patent”) between the Company and the License holder (“Electromedica, LLC”). The fully executed License Transfer Agreement has an effective date of January 31, 2019 and was received from Electromedica, LLC and executed by the Company on February 8, 2019. Pursuant to the License Transfer Agreement, in exchange for all rights and interest of the license to the Patent, the Company shall deliver to Electromedica, LLC fifteen million shares (15,000,000) of the Company’s common stock.

2. Summary of Significant Acc_2

2. Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jan. 31, 2019
Accounting Policies [Abstract]
Use of estimates	Use of estimates The preparation of financial statements in conformity with 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 at fair value. 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 six months ended January 31, 2019 and 2018 the Company recognized depreciation expense of $276.
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 sells its products through direct sales representatives. The Company recognizes revenue when control is transferred to the customer. For products sold through direct sales representatives, control is transferred upon shipment or upon delivery, based on the contract terms and legal requirements. Payment terms vary depending on the country of sale, type of customer, and type of product. If a contract contains more than one performance obligation, the transaction price is allocated to each performance obligation based on relative standalone selling price. Shipping and handling is treated as a fulfillment activity rather than a promised service, and therefore, is not considered a performance obligation. Taxes assessed by a governmental authority that are both imposed on, and concurrent with, a specific revenue producing transaction and collected by the Company from customers (for example, sales, use, value added, and some excise taxes) are not included in revenue. For contracts that have an original duration of one year or less, the Company uses the practical expedient applicable to such contracts and does not adjust the transaction price for the time value of money. We are not currently selling or marketing any products, as our product is in late stage development and FDA clearance to market the product will be required in order to sell in the United States.

2. Summary of Significant Acc_3

2. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Accounting Policies [Abstract]
Depreciation expense	$ 276	$ 276

4. Product Distribution Rights

4. Product Distribution Rights (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2019	Jan. 31, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 5,000	$ 5,000

5. Notes Payable (Details Narra

5. Notes Payable (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2019	Jul. 31, 2018
Notes payable balance	$ 667,882	$ 631,645
Note Payable [Member]
Maturity date	Jan. 31, 2020
Interest rate	1.25%
Conversion price per share	$ 0.01
Notes payable balance	$ 667,882
If converted, common shares to be issued	66,788,200
Warrants outstanding	0

7. Common Stock (Details Narrat

7. Common Stock (Details Narrative) - USD ($)	3 Months Ended	4 Months Ended	5 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2019	Dec. 11, 2018	Jan. 09, 2019	Jan. 31, 2019	Jan. 31, 2018	Jul. 31, 2018
Share based compensation				$ 47,000	$ 0
Founding Stockholders [Member]
Stock returned, shares returned						60,000,000
J. Michael Redmond [Member]
Stock granted for compensation, shares		10,000,000
Share based compensation	$ 47,000			$ 47,000
Vivakor [Member]
Debt converted, amount converted			$ 25,314
Debt converted, shares issued			2,531,400

8. Stock Based Compensation (De

8. Stock Based Compensation (Details Narrative) - Options [Member] - J. Michael Redmond [Member]	6 Months Ended
	Jan. 31, 2019$ / sharesshares
Options granted | shares	15,000,000
Fair value options granted per share | $ / shares	$ 0.25

9. Income Taxes (Details Narrat

9. Income Taxes (Details Narrative) - USD ($)	6 Months Ended
	Jan. 31, 2019	Jul. 31, 2018
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 336,492	$ 309,859
Operating loss carryforward	$ 336,492	$ 309,859
Net operating loss carryforwards expiration date	Dec. 31, 2035

10. Going Concern (Details Narr

10. Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2019	Jan. 31, 2018	Jan. 31, 2019	Jan. 31, 2018	Jul. 31, 2018
Risks and Uncertainties [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Operating deficit	$ (1,248,845)		$ (1,248,845)		$ (1,072,877)

11. Related Party Transactions

11. Related Party Transactions (Details Narrative) - shares	Jan. 31, 2019	Jul. 31, 2018
Common stock owned	68,645,400	61,414,000
Green Energy Alternatives [Member]
Common stock owned	5,300,000	5,300,000