Restatement for Correction of an Error | 2. Restatement for Correction of an Error The Company has determined that the research and developments costs previously capitalized in the intangible assets should be recognized as research and development expenses to be in compliance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)). Pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have no alternative future use, in research and development or otherwise, represent costs of research and development as acquired, and therefore are expensed when incurred. During the year ended July 31, 2019, the Company acquired and capitalized the following intangible assets. The Company acquired the patent related to the exclusive license and distribution rights of the CardioMap®, which is intended to be an advanced technology for early non-invasive testing for heart disease. The license to the patent and product distribution rights were being amortized over the life of the underlying patent. The acquisition cost of $18.75 million and was valued at the fair market value of $1.25 per share for the stock granted on the date of acquisition. The Company acquired the intellectual property, know-how and patents for an anti-choking, life-saving medical device from Dr. James De Luca, inventor and Murdock Capital Partners. The asset was valued at $675,400, which includes the fair market value of $1.25 per share for the stock granted on the date of acquisition, as well as stock options granted valued at $0.84 per share based upon the Black-Scholes valuation model and a onetime cash payment totaling $250,000 that will be paid upon FDA clearance of the product. The payment was recorded as a contingent liability and with a fair market value of $144,000. The Company acquired an interest in the patented chemical compound for a neurosteroid as part of an agreement with Prevacus, Inc. The acquisition cost was $3.73 million and was being amortized over the life of the patent. The asset was valued at the fair market value of $1.25 per share for the stock granted on the date of acquisition. The intellectual property, know-how and patents were being amortized over the life of the patents. In the Affected Reports, the Company recorded such development cost as intangible assets. The adjustments required to correct the foregoing treatment of such costs resulted in a non-cash increase in research & development expense and a decrease of intangible assets of $23,011,400 and an increase in accumulated amortization and a decrease in amortization expense of $30,830. For the fiscal year ended July 31, 2019, general and administrative expenses increased $22,980,570 and net intangible assets decreased $23,124,570 and contingent liability decreased by $144,000. In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate: Note 3. Summary of Significant Accounting Policies Note 5. Intangible Assets Note 10. Income Taxes Note 11. Going Concern Note 12. Related Party Transactions The financial statement misstatements reflected in the table below did not impact cash flows from operations, investing, or financing activities in the Company’s statements of cash flows for any period previously presented. Comparison of restated financial statements to financial statements as previously reported The following tables compare the Company’s previously issued Balance Sheets, Statement of Operations, Statement of Stockholders’ Equity (Deficiency), and Statement of Cash Flows as and for the year ended of July 31, 2019 and for the corresponding restated financial statements for that year end. Odyssey Group International, Inc. Balance Sheets Balance Sheet As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 167,095 $ – $ 167,095 Prepaid expenses 302,833 – 302,833 Loan receivable 50,000 – 50,000 Total current assets 519,928 – 519,928 Property and equipment, net 1,517 – 1,517 Intangible assets - patents & license distribution rights 23,139,570 (23,124,570 ) 15,000 Total assets $ 23,661,015 $ (23,124,570 ) $ 536,445 Liabilities and Stockholders' Equity Current liabilities: Accounts payable $ 47,743 $ – $ 47,743 Accrued wages 297,547 – 297,547 Contingent liability 144,000 (144,000 ) – Notes payable, including accrued interest 784,913 – 784,913 Total liabilities 1,274,203 (144,000 ) 1,130,203 Stockholders' equity (deficiency): Preferred stock, $.001 par value; 100,000,000 shares authorized, no shares issued or outstanding – – – Common stock, $.001 par value; 500,000,000 shares authorized with 86,990,400 and 61,414,000 issued and outstanding 86,990 – 86,990 Additional paid-in capital 23,821,124 – 23,821,124 Deficit (1,521,302 ) (22,980,570 ) (24,501,872 ) Total stockholders’ equity (deficiency) 22,386,812 (22,980,570 ) (593,758 ) Total liabilities and stockholders’ equity (deficiency) $ 23,661,015 $ (23,124,570 ) $ 536,445 Odyssey Group International, Inc. Statements of Operations July 31, 2019 As Previously Reported Adjustments As Restated Revenues – – – Costs of goods sold – – – Gross profit – – – General and administrative expense $ 378,143 $ 22,980,570 $ 23,358,713 Loss from operations (378,143 ) (22,980,570 ) (23,358,713 ) Interest expense (70,282 ) – (70,282 ) Net loss $ (448,425 ) $ (22,980,570 ) $ (23,428,995 ) Basic net loss per share: (0.01 ) $ (0.33 ) $ (0.34 ) Weighted average number of shares $ 69,898,436 69,898,436 69,898,436 Odyssey Group International, Inc. Statements of Stockholders’ Equity (Deficiency) For the Years Ended July 31, 2019 and 2018 Common Stock Additional Paid-In Total Equity Shares Dollars Capital Deficit (Deficiency) Balances July 31, 2017 114,839,600 $ 114,840 $ 55,060 $ (589,762 ) $ (419,862 ) Debt converted to common stock 1,574,400 1,574 32,026 – 33,600 Common stock issued for services 5,000,000 5,000 45,000 – 50,000 Common stock restructure (60,000,000 ) (60,000 ) 60,000 – – Net loss – – – (483,115 ) (483,115 ) Balances July 31, 2018 61,414,000 $ 61,414 $ 192,086 $ (1,072,877 ) $ (819,377 ) Note payable converted to common stock 2,531,400 2,531 22,783 – 25,314 Common stock issued for services 321,000 321 331,929 – 332,250 Common stock issued for compensation 4,720,000 4,720 67,280 – 72,000 Common stock issued for acquisition of in-process research and development 18,004,000 18,004 22,486,996 – 22,505,000 Common stock options issued for acquisition of in-process research and development – – 506,400 – 506,400 Warrants issued in connection with convertible notes – – 13,075 – 13,075 Beneficial conversion feature related to convertible notes – – 200,575 – 200,575 Net loss - (Restated) – – – (23,428,995 ) (23,428,995 ) Balances July 31, 2019 (Restated) 86,990,400 $ 86,990 $ 23,821,124 $ (24,501,872 ) $ (593,758 ) Odyssey Group International, Inc. Statements of Cash Flows Year Ended July 31, 2019 As Previously Reported Adjustments As Restated Operating activities Net loss $ (448,425 ) $ (22,980,570 ) $ (23,428,995 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 41,381 (30,830 ) 10,551 Common stock for in-process research and development – 23,011,400 23,011,400 Stock based payment expense for consulting and compensation 101,417 – 101,417 Debt discount 408 – 408 Changes in operating assets and liabilities: Increase in accounts payable 21,053 – 21,053 Increase in accrued wages 109,047 – 109,047 Increase in accrued interest 70,282 – 70,282 Net cash used in operating activities (104,837 ) – (104,837 ) Financing activities Proceeds from note payable 271,542 – 271,542 Net cash provided by financing activities 271,542 – 271,542 Net change in cash and cash equivalents 166,705 – 166,705 Cash and cash equivalents, beginning of year 390 – 390 Cash and cash equivalents, end of year $ 167,095 – $ 167,095 Noncash Investing and Financing Activities Common stock issued for acquisition of intangible assets $ 22,505,000 $ (22,505,000 ) – Common stock issued for consulting services 332,250 – 332,250 Beneficial conversion feature related to convertible notes 213,650 – 332,250 Contingency liability related to acquisition of intangible assets 144,000 (144,000 ) – Debt converted to common stock 25,314 – 23,314 |