Odyssey Group International (ODYY) 10-Q/A 13 Nov 20 2020 Q1 Quarterly report (amended) Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Oct. 31, 2019	Dec. 06, 2019
Document And Entity Information
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	0001626644
Document Type	10-Q/A
Document Period End Date	Oct. 31, 2019
Amendment Flag	true
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		86,990,400
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell Company	false
Entity Interactive data current	Yes
Entity File Number	333-200785
Entity Incorporation State Country Code	NV
Amendment Description	various changes

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2019	Jul. 31, 2019
Current Assets:
Cash and cash equivalents	$ 102,320	$ 167,095
Prepaid expenses	219,856	302,833
Loan receivable	0	50,000
Total Current Assets	322,176	519,928
Property and equipment, net	1,379	1,517
Intangible assets, net	12,500	15,000
Total Assets	336,055	536,445
Current liabilities:
Accounts payable	48,774	47,743
Accrued wages	270,534	297,547
Notes payable, including accrued interest	893,375	784,913
Total liabilities	1,212,683	1,130,203
Stockholders' equity (deficiency):
Preferred stock, $.001 par value; 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $.001 par value; 500,000,000 shares authorized with 86,990,400 and 86,990,400 issued and outstanding	86,990	86,990
Additional paid-in capital	24,954,866	23,821,124
Deficit	(25,918,484)	(24,501,872)
Total stockholders' equity (deficiency)	(876,628)	(593,758)
Total Liabilities and stockholders' equity (deficiency)	$ 336,055	$ 536,445

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Oct. 31, 2019	Jul. 31, 2019
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	86,990,400	86,990,400
Common Stock, Shares Outstanding	86,990,400	86,990,400

Statements of Operations (Unaud

Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
Income Statement [Abstract]
Revenues	$ 0	$ 0
Cost of goods sold	0	0
Gross profit	0	0
General and administrative expense	1,326,817	52,404
Loss from operations	(1,326,817)	(52,404)
Interest expense	89,795	17,092
Net loss	$ (1,416,612)	$ (69,496)
Basic net loss per share:	$ (0.02)	$ 0
Weighted average number of shares	86,990,400	61,414,000

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficiency) (Unaudited) - USD ($)	Common stock and Paid-in-Capital	Accumulated Deficit	Total
Beginning balance, value at Jul. 31, 2018	$ 253,500	$ (1,072,877)
Common stock issued for services, value	0
Warrants and beneficial conversion features issued in connection with convertible notes	0
Net loss		(69,496)	$ (69,496)
Ending balance, value at Oct. 31, 2018	253,500	(1,142,372)	(888,872)
Beginning balance, value at Jul. 31, 2019	23,908,114	(24,501,872)	(593,758)
Common stock issued for services, value	1,048,312
Warrants and beneficial conversion features issued in connection with convertible notes	85,430
Net loss		(1,416,612)	(1,416,612)
Ending balance, value at Oct. 31, 2019	$ 25,041,856	$ (25,918,484)	$ (876,628)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
Operating activities
Net loss	$ (1,416,612)	$ (69,496)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	2,638	2,638
Amortization of beneficial conversion feature related to convertible notes	70,309	0
Stock based payment expense for consulting and compensation	1,131,290	0
Changes in operating assets and liabilities:
Increase and decrease in accounts payable	1,031	(3,619)
Decrease and increase in accrued wages	(27,013)	30,000
Increase in accrued interest	23,582	17,092
Increase in consulting fees charged to notes payable	0	5,000
Net cash used in operating activities	(214,775)	(18,385)
Financing activities
Proceeds from note payable	150,000	19,000
Net cash provided by financing activities	150,000	19,000
Net change in cash and cash equivalents	(64,775)	615
Cash and cash equivalents, beginning of period	167,095	390
Cash and cash equivalents, end of period	102,320	1,005
Noncash transactions:
Benefical conversion feature related to convertible notes	$ 85,430	$ 0

1. Nature of Operations

1. Nature of Operations	3 Months Ended
	Oct. 31, 2019
Accounting Policies [Abstract]
Nature of Operations	1. Nature of Operations The corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. The Company has significant assets in three different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat rare brain disorders. We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in late stage development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required in order to sell in the United States.

2. Restatement for Correction o

2. Restatement for Correction of an Error	3 Months Ended
	Oct. 31, 2019
Accounting Changes and Error Corrections [Abstract]
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. In the Affected Reports the Company recorded such development cost as intangible assets. 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 was $18.75 million. The Company acquired the 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. The Company acquired an interest in the patented chemical compound for a neurosteroid as part of an agreement with Prevacus, Inc. The acquisition cost of $3.73 million was being amortized over the life of the patent. The intellectual property, know-how and patents were being amortized over the life of the patents. The adjustments required to correct the foregoing treatment of such costs for the three months ended October 31, 2019 resulted in a non-cash increase in research & development expense and a decrease of intangible assets of $22,577,725, a decrease in contingent liability of $144,000. For the three months ended October 31, 2019, general and administrative expense decreased $546,845 due to the reduction in amortization expense related to the intangible assets. 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 Sheet, Statement of Operations, Statements of Stockholders’ Equity (Deficiency), and Statement of Cash Flows as of October 31, 2019 and for the three months then ended to the corresponding restated financial statements for that period end. Odyssey Group International, Inc. Balance Sheets As of October 31, 2019 As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 102,320 $ – $ 102,320 Prepaid expenses 219,856 – 219,856 Total current assets 322,176 – 322,176 Property and equipment, net 1,379 – 1,379 Intangible assets, net 22,590,225 (22,577,725 ) 12,500 Total assets $ 22,913,780 $ (22,577,725 ) $ 336,055 Liabilities and Stockholders' Equity (Deficiency) Current liabilities: Accounts payable $ 48,774 $ – $ 48,774 Accrued wages 270,534 – 270,534 Contingent liability 144,000 (144,000 ) – Notes payable, including accrued interest 893,375 – 893,375 Total liabilities 1,356,683 (144,000 ) 1,212,683 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 86,990,400 issued and outstanding 86,990 – 86,990 Additional paid-in capital 24,954,866 – 24,954,866 Deficit (3,484,759 ) (22,433,725 ) (25,918,484 ) Total stockholders’ equity (deficiency) 21,557,097 (22,433,725 ) (876,628 ) Total liabilities and stockholders’ equity (deficiency) $ 22,913,780 $ (22,577,725 ) $ 336,055 Odyssey Group International, Inc. Statements of Operations (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Revenues $ – $ – $ – Costs of goods sold – – – Gross profit – – – General and administrative expense 1,873,662 (546,845 ) 1,326,817 Loss from operations (1,873,662 ) 546,845 (1,326,817 ) Interest expense 89,795 – 89,795 Net loss $ (1,963,457 ) $ 546,845 $ (1,416,612 ) Basic net loss per share: $ (0.02 ) $ 0.01 $ (0.02 ) Weighted average number of shares 86,990,400 86,990,400 86,990,400 Odyssey Group International, Inc. Statements of Stockholders’ Equity (Deficiency) (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Common stock and paid-in capital Balance, beginning of period $ 23,908,114 $ – $ 23,908,114 Common stock issued for services 1,048,312 – 1,048,312 Warrants and beneficial conversion feature issued in connection with convertible notes 85,430 – 85,430 Balance, end of period 25,041,856 – 25,041,856 Retained earnings Balance, beginning of period (1,521,302 ) (22,980,570 ) (24,501,872 ) Net loss (1,963,457 ) 546,845 (1,416,612 ) Balance, end of period (3,484,759 ) (22,433,725 ) (25,918,484 ) – Total stockholders’ equity (deficiency) $ 21,557,097 $ (22,433,725 ) $ (876,628 ) Odyssey Group International, Inc. Statement of Cash Flows (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Operating activities Net loss $ (1,963,457 ) $ 546,845 $ (1,416,612 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 549,483 (546,845 ) 2,638 Amortization of beneficial conversion feature related to convertible notes 70,309 – 70,309 Stock based payment expense for consulting and compensation 1,131,290 – 1,131,290 Changes in operating assets and liabilities: Increase and decrease in accounts payable 1,031 – 1,031 Decrease and increase in accrued wages (27,013 ) – (27,013 ) Increase in accrued interest 23,582 – 23,582 Net cash used in operating activities (214,775 ) – (214,775 ) Financing activities Proceeds from note payable 150,000 – 150,000 Net cash provided by financing activities 150,000 – 150,000 Net change in cash and cash equivalents (64,775 ) – (64,775 ) Cash and cash equivalents, beginning of year 167,095 – 167,095 Cash and cash equivalents, end of year $ 102,320 $ – $ 102,320 Noncash Investing and Financing Activities Beneficial conversion feature related to convertible notes $ 85,430 – –

3. Summary of Significant Accou

3. Summary of Significant Accounting Policies	3 Months Ended
	Oct. 31, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	3. 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 their estimated collectible value, net of an appropriate allowance for doubtful accounts, which is adjusted as necessary based primarily on management's evaluation of customers' past credit history and known or estimated current financial condition, the Company's relationship with the customer, current economic conditions, the historical results of, and recent trends in, the Company's collection efforts. The Company manages credit risk by evaluating the credit worthiness of significant customers prior to extending credit and thereafter. Accordingly, accounts receivable and the related allowance are evaluated periodically for collectability. 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 each the three months ended October 31, 2019, and 2018, the Company recognized depreciation expense of $138. Beneficial Conversion Feature of convertible notes payable The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. 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 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 products are in late stage development and FDA clearance to market our products will be required in order to sell in the United States. Research and development expense Research and development expense is expensed in the period when incurred. For the three months ended October, 2019 and 2018, the Company incurred research and development expense of $10,000 and zero, respectively. Income taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company believes its income tax filing positions and deductions will be sustained upon examination and accordingly, no reserves, or related accruals for interest and penalties have been recorded at October 31, 2019 and 2018. The Company recognizes interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense. On December 22, 2017, the President of the United States signed and enacted into law H.R. 1 (the “Tax Reform Law”). The Tax Reform Law, effective for tax years beginning on or after January 1, 2018, except for certain provisions, resulted in significant changes to existing United States tax law, including various provisions that are expected to impact the Company. The Tax Reform Law reduces the federal corporate tax rate from 34% to 21% effective January 1, 2018. The Company analyzed the provisions of the Tax Reform Law to assess the impact on the Company’s financial statements and determined it had no material impact.

4. Impact of New Accounting Pro

4. Impact of New Accounting Pronouncements	3 Months Ended
	Oct. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Impact of New Accounting Pronouncements	4. 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 2017-11, Earnings Per Share The FASB issued ASU 2017-09, Compensation-Stock Compensation The FASB issued ASU 2016-02, Leases (

5. Intangible Assets

5. Intangible Assets	3 Months Ended
	Oct. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	5. Intangible Assets FASB ASC 820, Fair Value Measurements and Disclosures Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The assets or liabilities fair value measurement level within the fair value hierarchy is based on the lowest level. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

6. Notes Payable

6. Notes Payable	3 Months Ended
	Oct. 31, 2019
Debt Disclosure [Abstract]
Notes Payable	6. Notes Payable As of October 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 October 31, 2019, the note has a balance of $765,705. 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. Furthermore, the debt holder was issued a common stock warrant for 4 million shares at $0.25 per share with an expiration date of 90 days after the issuance, 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 October 31, 2019, these warrants expired. As of October 31, 2019, the Company has four additional convertible debt notes outstanding. The notes bear interest at 7.0% annually and the entire outstanding principal amount, together with accrued interest shall become due and payable on the date that is one (1) year from the date of issuance, unless before such date, is converted into shares of capital stock of the Company. At the option of the holder, the principal amount of the notes and any accrued interest may be converted into shares of common stock at a conversion price of $1.00 per share or at a 10% discount to the closing price on the day of conversion, but not lower than $0.50 per share. At maturity, and subject to a trickle out agreement, the Company shall have the right to either pay off the loan and any interest accrued or convert the loan amount and any interest into shares of common stock. The debt holders were issued a common stock warrant equal to 10% of the note with a price of $1.50 per share and a term for one year from the investment date. At October 31, 2019, the notes have a balance of $127,670. Because the conversion feature met the criteria for characterization as a beneficial conversion feature, a portion of the proceeds, including warrants, of which $228,361 from the issuance of the notes are accounted for as attributable to the conversion feature .

7. Fair Value Measurements

7. Fair Value Measurements	3 Months Ended
	Oct. 31, 2019
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. Fair Value Measurements The carrying values of cash, the note receivable, and notes payable approximate their estimated fair values because of the short-term nature of these instruments.

8. Common Stock

8. Common Stock	3 Months Ended
	Oct. 31, 2019
Equity [Abstract]
Common Stock	8. Common Stock On January 9, 2019, Vivakor, Inc. (“Vivakor”) gave written notice to the Company effecting a conversion of $25,314 of convertible debt into 2,531,400 shares of Common Stock of the Company, issued to Vivakor pursuant to the Master Revolving Note, dated as of January 4, 2017, and amended as of February 1, 2018, by and between the Company and Vivakor. On April 17, 2019, the Company entered into an agreement for consulting services to be provided through April 2020. The Company granted the consultant 100,000 shares of the Company’s common stock. On May 22, 2019, the Company entered into employment agreements for two part-time employees. The Company granted the employees 10,000 shares each of the Company’s common stock. On March 22, 2019, April 17, 2019, June 1, 2019, and July 26, 2019, the Company entered into agreements for consulting services for the next 12 months. The Company granted the consultants a total of 305,000 shares of the Company’s common stock. On June 27, 2019, Odyssey entered into a Definitive Agreement with Prevacus to form a Joint Venture relating to the development of a neurosteroid for treating two orphan disorders, ALS and Niemann Picks disease. Prevacus will contribute to the JV, the chemical compound and Odyssey will be responsible for funding the JV through Phase One clinical trials. The JV company will own the patents. Each party will own the JV company equally. In addition to the JV, the two companies have entered into a share exchange agreement whereby Prevacus will receive three million shares of Odyssey common stock and Odyssey will receive one million shares of Prevacus stock. The chemical compound for the neurosteroid being developed has issued patents, and as consideration for the patented compound, Odyssey issued Prevacus two million shares of its common stock. As part of the Agreement, Dr. Jacob Vanlandingham Ph.D., CEO of Prevacus, was issued one million shares of the Company’s common stock. The Company allocated 984,000 shares to the acquisition of the patent and 16,000 shares were allocated to Dr. Vanlandingham as a Director of the Company. On June 27, 2019, Odyssey entered into a Definitive Agreement with Dr. James De Luca, inventor and Murdock Capital Partners, advisors to De Luca, to acquire the intellectual property, know-how and patents for a life-saving medical device currently in development. The Company acquired intellectual property rights, namely, United States Letters Patent No. 7,559,921, entitled “Device for Removing a Lodged Mass” which issued on July 14, 2009 and which was reissued on June 2, 2015 and received U.S. Reissue Patent No. Re 45,535 and United States Patent Number 8,454,624 also entitled “Device for Removing a Lodged Mass” which was issued on June 4, 2013. As consideration for the patent and intellectual property, the Company granted stock options totaling 600,000 shares of the Company’s stock, vesting on certain milestones. The options will be split between De Luca and MCP. The Company also granted De Luca, 20,000 common shares. A onetime cash payment totaling $250,000 will be paid to Deluca and MCP upon FDA clearance of the product. The payment is recorded as a contingent liability and, based upon an independent valuation of the patents, at October 31, 2019, the payment has a fair market value of $144,000.

9. Stock Based Compensation

9. Stock Based Compensation	3 Months Ended
	Oct. 31, 2019
Share-based Payment Arrangement [Abstract]
Stock Based Compensation	9. 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 million shares at $0.25 per share. The options vest upon achieving the following milestones: 5 million options vest upon each milestone, when the Company obtains revenue of $5 million, $10 million and $15 million. 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 million 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. On August 15, 2019, the Company amended its agreement with its financial consultant to included monthly payments of $5,000 and 200,000 stock options to be granted stock in accordance with the mutual agreement of the Board’s compensation committee. As of October 31, 2019, the stock options have not been issued. On August 20, 2019, the Company entered into a consulting agreement for research and development associated with the CardioMap®. The consultant will receive monthly payments of $5,000 and 2.0 million stock options, vesting upon certain milestone achievements. On August 28, 2019, Mr. Jeff Conroy joined the Board of Odyssey as an independent director. On September 20, 2019, Mr. Jerry Casey joined the Board of Odyssey as an independent director. On October 23, 2019, Mr. John Gandolfo joined the Board of Odyssey as an independent director and has been elected chair of the audit committee. All Directors are compensated with stock in accordance with the mutual agreement of the Board’s compensation committee. As of October 31, 2019, the Company recognized $1,050,813 in board expense.

10. Income Taxes

10. Income Taxes	3 Months Ended
	Oct. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	10. Income Taxes We file income tax returns in the U.S. federal jurisdiction and the various states in which we operate. The Company registered with the Franchise Tax Board in the State of California in tax year 2020, but was not required to file a tax return for tax year 2019. The Company’s tax returns are currently not under examination for any year. The Company’s deferred tax assets consist of federal net operating loss carryforwards that expire through the year 2035. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty as to the Company’s ability to continue as a going concern (Note 11). The following table reconciles the U.S. federal statutory rate to the Company’s effective tax rate: Three months ended October 31, 2019 2018 (Unaudited) (Unaudited) US federal statutory rates $ 21% $ 21% Valuation allowance (21% ) (21% ) Effective tax rate $ 0% $ 0% The Company’s tax provision (benefit) was as follows: October 31, 2019 July 31, 2019 (Unaudited) Current deferred $ (58,300 ) $ (246,200 ) Increase in valuation allowance 58,300 246,200 Total $ – $ – The Company’s net deferred tax asset as of October 31, 2020 and July 31, 2019 is as follows: October 31, 2019 July 31, 2019 (Unaudited) Deferred tax asset $ (304,500 ) $ (246,200 ) Valuation allowance 304,500 246,200 Net deferred tax asset $ – $ – As of October 31, 2019, the Company had $1,099,154 of federal net operating loss carry forwards. These carry forwards, if not used, will begin to expire in 2035. Current or future ownership changes, including issuances of common stock under the terms of the Company’s convertible notes payable may severely limit the future realization of these net operating losses. The Company provides for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against their net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, they have not reflected any benefit of such deferred tax assets in the accompanying financial statements. The Company’s net deferred tax asset and valuation allowance increased by $58,300 for the three months ended October 31, 2019, related to the current year activity. The Company has reviewed all income tax positions taken or that are expected to be taken for all open years and determined that their income tax positions are appropriately stated and supported for all open years. The Company is subject to U.S. federal income tax examinations by tax authorities for years after 2019 due to unexpired net operating loss carryforwards originating in and subsequent to that year. The Company may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. The Company’s policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of October 31, 2019, there were no unrecognized tax benefits, or any tax related interest or penalties. The Company does not have any examinations ongoing. Tax returns for the years 2014 onwards are subject to federal, state or local examinations.

11. Going Concern

11. Going Concern	3 Months Ended
	Oct. 31, 2019
Risks and Uncertainties [Abstract]
Going Concern	We have a deficit of $25,918,484 as of October 31, 2019. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as our management executes our current business plan. The cash available at October 31, 2019, of $102,320, may not provide enough working capital to meet our current operating expenses through December 6, 2020, as we continue to accrue overhead expenses. We will need to raise additional capital through a debt financing or equity offering to meet our operating and capital needs. There can be no assurance, however, that we will be successful in our fundraising efforts or that additional funds will be available on acceptable terms, if at all. If we are unable to raise additional capital by December 6, 2020, we will adjust our current business plan. Due to our lack of additional committed capital, recurring losses, negative cash flow and accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern.

12. Related Party Transactions

12. Related Party Transactions	3 Months Ended
	Oct. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	12. Related Party Transactions The Company has a common officer with Green Energy Alternatives, Inc. As of July 31, 2019, and 2018, Green Energy Alternatives, Inc. held 5.3 million shares of the Company’s common stock. Due to officers During the three months ended October 31, 2019, officers of the Company incurred $7,048 in accrued expenses and the amount is included in accounts payable at October 31, 2019. Accounts Payable Three months ended Year Ended October 31, 2019 July 31, 2019 Joseph M. Redmond, CEO $ 2,048 $ 30,060 Christine Farrell, Controller 5,000 – Total $ 7,048 $ 30,060 Accrued Compensation Total Balance 7/31/2018 $ 80,000 2019 Salary 120,000 Payments (18,462 ) Balance 7/31/2019 $ 181,538 Salary 27,692 Payments (55,385 ) Balance 10/31/2019 $ 153,846 It has been determined that Dr. Vanlandingham is considered a related party due to his affiliation with Prevacus, Inc. as its president and his position on the Board of Directors, as a result of the agreement that was entered into in June 2019. At the time of the agreement and appointment to the Board, he was not a considered a related party. The Company allocated 984,000 shares to the acquisition of the patent and 16,000 shares were allocated to Dr. Vanlandingham as a Director of the Company. His affiliation has been disclosed in filings but not as a related party transaction.

13. Subsequent Events

13. Subsequent Events	3 Months Ended
	Oct. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	13. 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 November 25, 2019, the Company was upgraded by the OTC Markets from the OTC Over the Counter Pink Sheets to the OTCQB® Venture Market. The OTCQB® is for entrepreneurial and development stage U.S. and international companies and will allow access for the Company’s stock to be traded. The Company entered into a corporate development, investor relations and advisory agreement. The agreement is for twelve (12) months commencing on December 1, 2019 and provides for a monthly cash fee, provided the Company has sufficient funds to pay. Fees will accrue until the Company has $250,000, and then all accrued compensation will be paid. Upon mutual agreement, the accrued cash fee may be converted into equity at an agreed upon price per share. In addition, the Company will issue 200,000 shares of common stock, 50,000 shares vesting quarterly, beginning December 1, 2019.

3. Summary of Significant Acc_2

3. Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Oct. 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 their estimated collectible value, net of an appropriate allowance for doubtful accounts, which is adjusted as necessary based primarily on management's evaluation of customers' past credit history and known or estimated current financial condition, the Company's relationship with the customer, current economic conditions, the historical results of, and recent trends in, the Company's collection efforts. The Company manages credit risk by evaluating the credit worthiness of significant customers prior to extending credit and thereafter. Accordingly, accounts receivable and the related allowance are evaluated periodically for collectability.
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 each the three months ended October 31, 2019, and 2018, the Company recognized depreciation expense of $138.
Beneficial Conversion Feature of convertible notes payable	Beneficial Conversion Feature of convertible notes payable The Beneficial Conversion Feature ("BCF") of a convertible note is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. The Company records a BCF related to the issuance of a convertible note when issued and also records the estimated fair value of any warrants issued with those convertible notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is measured by allocating a portion of the note's proceeds to the warrants, if applicable, and as a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital. The value of the proceeds received from a convertible note is then allocated between the conversion features and warrants on an allocated fair value basis. The allocated fair value is recorded in the financial statements as a debt discount (premium) from the face amount of the note and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
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 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 products are in late stage development and FDA clearance to market our products will be required in order to sell in the United States.

2. Restatement for Correction_2

2. Restatement for Correction of an Error (Tables)	3 Months Ended
	Oct. 31, 2019
Accounting Changes and Error Corrections [Abstract]
Restatement for correction	As of October 31, 2019 As Previously Reported Adjustments As Restated Assets Current assets: Cash and cash equivalents $ 102,320 $ – $ 102,320 Prepaid expenses 219,856 – 219,856 Total current assets 322,176 – 322,176 Property and equipment, net 1,379 – 1,379 Intangible assets, net 22,590,225 (22,577,725 ) 12,500 Total assets $ 22,913,780 $ (22,577,725 ) $ 336,055 Liabilities and Stockholders' Equity (Deficiency) Current liabilities: Accounts payable $ 48,774 $ – $ 48,774 Accrued wages 270,534 – 270,534 Contingent liability 144,000 (144,000 ) – Notes payable, including accrued interest 893,375 – 893,375 Total liabilities 1,356,683 (144,000 ) 1,212,683 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 86,990,400 issued and outstanding 86,990 – 86,990 Additional paid-in capital 24,954,866 – 24,954,866 Deficit (3,484,759 ) (22,433,725 ) (25,918,484 ) Total stockholders’ equity (deficiency) 21,557,097 (22,433,725 ) (876,628 ) Total liabilities and stockholders’ equity (deficiency) $ 22,913,780 $ (22,577,725 ) $ 336,055 Odyssey Group International, Inc. Statements of Operations (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Revenues $ – $ – $ – Costs of goods sold – – – Gross profit – – – General and administrative expense 1,873,662 (546,845 ) 1,326,817 Loss from operations (1,873,662 ) 546,845 (1,326,817 ) Interest expense 89,795 – 89,795 Net loss $ (1,963,457 ) $ 546,845 $ (1,416,612 ) Basic net loss per share: $ (0.02 ) $ 0.01 $ (0.02 ) Weighted average number of shares 86,990,400 86,990,400 86,990,400 Odyssey Group International, Inc. Statements of Stockholders’ Equity (Deficiency) (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Common stock and paid-in capital Balance, beginning of period $ 23,908,114 $ – $ 23,908,114 Common stock issued for services 1,048,312 – 1,048,312 Warrants and beneficial conversion feature issued in connection with convertible notes 85,430 – 85,430 Balance, end of period 25,041,856 – 25,041,856 Retained earnings Balance, beginning of period (1,521,302 ) (22,980,570 ) (24,501,872 ) Net loss (1,963,457 ) 546,845 (1,416,612 ) Balance, end of period (3,484,759 ) (22,433,725 ) (25,918,484 ) – Total stockholders’ equity (deficiency) $ 21,557,097 $ (22,433,725 ) $ (876,628 ) Odyssey Group International, Inc. Statement of Cash Flows (Unaudited) Three Months Ended October 31, 2019 As Previously Reported Adjustments As Restated Operating activities Net loss $ (1,963,457 ) $ 546,845 $ (1,416,612 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 549,483 (546,845 ) 2,638 Amortization of beneficial conversion feature related to convertible notes 70,309 – 70,309 Stock based payment expense for consulting and compensation 1,131,290 – 1,131,290 Changes in operating assets and liabilities: Increase and decrease in accounts payable 1,031 – 1,031 Decrease and increase in accrued wages (27,013 ) – (27,013 ) Increase in accrued interest 23,582 – 23,582 Net cash used in operating activities (214,775 ) – (214,775 ) Financing activities Proceeds from note payable 150,000 – 150,000 Net cash provided by financing activities 150,000 – 150,000 Net change in cash and cash equivalents (64,775 ) – (64,775 ) Cash and cash equivalents, beginning of year 167,095 – 167,095 Cash and cash equivalents, end of year $ 102,320 $ – $ 102,320 Noncash Investing and Financing Activities Beneficial conversion feature related to convertible notes $ 85,430 – –

3. Summary of Significant Acc_3

3. Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2019	Oct. 31, 2018
Accounting Policies [Abstract]
Depreciation expense	$ 138	$ 138

6. Notes Payable (Details Narra

6. Notes Payable (Details Narrative)	3 Months Ended
	Oct. 31, 2019USD ($)$ / shares
Note Payable [Member]
Maturity date	Jan. 31, 2020
Interest rate	12.50%
Conversion price per share | $ / shares	$ 0.01
Convertible note payable outstanding	$ 765,705
Convertible Notes [Member]
Interest rate	7.00%
Conversion price per share | $ / shares	$ 0.01
Convertible note payable outstanding	$ 127,670
Beneficial conversion feature	$ 228,361

8. Common Stock (Details Narrat

8. Common Stock (Details Narrative) - USD ($)	3 Months Ended		5 Months Ended	9 Months Ended	10 Months Ended	11 Months Ended	12 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Jan. 09, 2019	Apr. 17, 2019	May 22, 2019	Jun. 27, 2019	Jul. 31, 2019
Share based compensation	$ 1,131,290	$ 0
Amount per share	$ 0.001						$ 0.001
Vivakor [Member]
Debt converted, amount converted			$ 25,314
Debt converted, shares issued			2,531,400
A Consultant [Member] | Consulting Services Agreement [Member]
Stock granted for compensation, shares				100,000
Two Part-Time Employees [Member] | Employment Agreements [Member]
Stock granted for compensation, shares					10,000
Consultants [Member] | Consulting Services Agreement [Member]
Stock granted for compensation, shares							305,000
Vanlandingham [Member] | Acquisition of Patent [Member]
Stock granted for acquisition of intangible assets						984,000
Vanlandingham [Member] | Director Compensation [Member]
Stock granted for compensation, shares						20,000
De Luca Agreement [Member] | Patent and Intellectual Property [Member]
Stock granted for compensation, shares						20,000
Stock granted for acquisition of intangible assets						600,000

9. Stock Based Compensation (De

9. Stock Based Compensation (Details Narrative)	3 Months Ended
	Oct. 31, 2019USD ($)$ / sharesshares
Board Compensation [Member]
Compensation expense | $	$ 1,050,813
Options [Member] | J. Michael Redmond [Member]
Options granted | shares	15,000,000
Fair value options granted per share | $ / shares	$ 0.25

10. Income Taxes (Details Narra

10. Income Taxes (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2019	Oct. 31, 2018	Jul. 31, 2019
Income Tax Disclosure [Abstract]
Net deferred tax assets	$ 0		$ 0
Net operating loss carryforwards expiration date	Dec. 31, 2035
Effective tax rate	21.00%	21.00%

11. Going Concern (Details Narr

11. Going Concern (Details Narrative) - USD ($)	Oct. 31, 2019	Jul. 31, 2019	Oct. 31, 2018	Jul. 31, 2018
Risks and Uncertainties [Abstract]
Operating deficit	$ (25,918,484)	$ (24,501,872)
Cash and cash equivalents	$ 102,320	$ 167,095	$ 1,005	$ 390

12. Related Party Transactions

12. Related Party Transactions (Details Narrative) - shares	Oct. 31, 2019	Jul. 31, 2019	Oct. 31, 2018
Common stock owned	86,990,400	86,990,400
Green Energy Alternatives [Member]
Common stock owned	5,300,000		5,300,000