Odyssey Group International (ODYY) 10-Q 11 Mar 21 2021 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jan. 31, 2021	Mar. 11, 2021
Cover [Abstract]
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	0001626644
Document Type	10-Q
Document Period End Date	Jan. 31, 2021
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		99,821,770
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Small Business	true
Entity Emerging Growth	false
Entity Shell Company	false
Entity Interactive data current	Yes
Entity File Number	000-56196
Entity Incorporation State Country Code	NV

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Current Assets:
Cash	$ 63,072	$ 62,952
Prepaid expenses	75,000	36,667
Total current assets	138,072	99,619
Property and equipment, net of accumulated depreciation of $2,621 and $2,345	689	965
Intangible assets, net of accumulated amortization of $50,000 and $45,000	0	5,000
Total Assets	138,761	105,584
Current liabilities:
Accounts payable	495,411	269,388
Accrued wages	224,053	211,702
Accrued interest	23,939	14,742
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $402,317 and $233,770	361,329	211,231
Total current liabilities	1,104,732	707,063
Long-term debt	50,000	50,000
Total liabilities	1,154,732	757,063
Shareholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 91,610,202 and 88,559,978 shares issued and outstanding	91,610	88,560
Additional paid-in capital	29,323,961	28,110,689
Accumulated deficit	(30,431,542)	(28,850,728)
Total stockholders' deficit	(1,015,971)	(651,479)
Total liabilities and stockholders' deficit	$ 138,761	$ 105,584

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Statement of Financial Position [Abstract]
Accumulated depreciation	$ 2,621	$ 2,345
Accumulated amortization	50,000	45,000
Unamortized debt discount	$ 402,317	$ 233,770
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	91,610,202	88,559,978
Common Stock, Shares Outstanding	91,610,202	88,559,978

Statements of Operations and Co

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020	Jan. 31, 2021	Jan. 31, 2020
Income Statement [Abstract]
General and administrative expense	$ 633,793	$ 499,754	$ 1,159,061	$ 1,822,475
Loss from operations	(633,793)	(499,754)	(1,159,061)	(1,822,475)
Interest expense	235,507	101,191	421,753	195,082
Net loss and comprehensive loss	$ (869,300)	$ (600,945)	$ (1,580,814)	$ (2,017,557)
Basic and diluted net loss per share	$ (0.01)	$ (0.01)	$ (0.02)	$ (0.02)
Shares used for basic and diluted net loss per share	90,913,898	87,123,009	90,597,576	87,167,772

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning balance, shares at Jul. 31, 2019	86,990,400
Beginning balance, value at Jul. 31, 2019	$ 86,990	$ 23,821,124	$ (24,501,872)	$ (593,758)
Stock-based compensation		1,048,312		1,048,312
Warrants and beneficial conversion feature issued with convertible notes		85,430		85,430
Net loss			(1,416,612)	(1,416,612)
Ending balance, shares at Oct. 31, 2019	86,990,400
Ending balance, value at Oct. 31, 2019	$ 86,990	24,954,866	(25,918,484)	(876,628)
Common stock issued for services, shares	200,000
Common stock issued for services, value	$ 200	269,800		270,000
Stock-based compensation		181,874		181,874
Net loss			(600,945)	(600,945)
Ending balance, shares at Jan. 31, 2020	87,190,400
Ending balance, value at Jan. 31, 2020	$ 87,190	25,406,540	(26,519,429)	(1,025,699)
Beginning balance, shares at Jul. 31, 2020	88,559,978
Beginning balance, value at Jul. 31, 2020	$ 88,560	28,110,689	(28,850,728)	(651,479)
Note payable converted to common stock, shares	214,000
Note payable converted to common stock, value	$ 214	106,786		107,000
Stock-based compensation		130,301		130,301
Common stock issued in debt financing, shares	420,000
Common stock issued in debt financing, value	$ 420	196,980		197,400
Common stock issued in equity financing, shares	1,396,224
Common stock issued in equity financing, value	$ 1,396	248,604		250,000
Stock forfeited, shares	(20,000)
Stock forfeited, value	$ (20)			(20)
Warrants issued in connection with financings		128,333		128,333
Net loss			(711,514)	(711,514)
Ending balance, shares at Oct. 31, 2020	90,570,202
Ending balance, value at Oct. 31, 2020	$ 90,570	28,921,693	(29,562,242)	(549,979)
Common stock issued for services, shares	540,000
Common stock issued for services, value	$ 540	69,460		70,000
Stock-based compensation		111,728		111,728
Common stock issued in debt financing, shares	300,000
Common stock issued in debt financing, value	$ 300	83,700		84,000
Common stock issued in equity financing, shares	200,000
Common stock issued in equity financing, value	$ 200	34,880		35,080
Beneficial conversion feature of LGH financing		19,780		19,780
Warrants issued in connection with financings		82,720		82,720
Net loss			(869,300)	(869,300)
Ending balance, shares at Jan. 31, 2021	91,610,202
Ending balance, value at Jan. 31, 2021	$ 91,610	$ 29,323,961	$ (30,431,542)	$ (1,015,971)

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,580,814)	$ (2,017,557)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	5,276	5,276
Stock-based compensation	242,009	1,500,187
Stock issued for services	70,000	0
Amortization of beneficial conversion feature, debt discount and closing costs	388,886	138,422
Financing costs paid with stock	44,000	0
(Increase) decrease in prepaid expenses	(38,333)	7,704
Increase (decrease) in accounts payable	226,023	(17,615)
Increase in accrued wages	12,351	12,587
Increase in accrued interest	16,196	56,660
Net cash used in operating activities	(614,406)	(314,336)
Cash flows from investing activities:	0	0
Cash flows from financing activities:
Proceeds from note payable	465,000	150,000
Principal payments made on notes payable	(96,354)	0
Financing closing costs paid with cash	(39,200)	0
Proceeds from equity financing	285,080	0
Net cash provided by financing activities	614,526	150,000
Increase (decrease) in cash	120	(164,336)
Cash, beginning of period	62,952	167,095
Cash, end of period	63,072	2,759
Supplemental cash flow information:
Cash paid for interest	16,671	0
Beneficial conversion feature related to Notes payable	0	85,430
Common stock issued for conversion of Notes payable and related accrued interest	107,000	0
Common stock issued for debt financing commitment shares	281,400	0
Warrants issued in connection with financings	211,053	0
Original issue discount on debt	50,000	0
Stock issued in exchange for closing costs	44,000	0
custom:BeneficialConversionFeatureRecognized	$ 19,780	$ 0

1. Basis of Presentation and Na

1. Basis of Presentation and Nature of Operations	6 Months Ended
	Jan. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation and Nature of Operations	Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying financial information of Odyssey Group International, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2020 is derived from our 2020 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Significant Accounting Policies Our significant accounting policies have not changed during the six months ended January 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2020. Research and Development Expense Research and development expense is expensed as incurred as a component of General and administrative expense and totaled $42,619 for both the three and six months ended January 31, 2021 and $10,000 and $0 for the three and six months ended January 31, 2020, respectively. Reclassifications Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no effect on our Statements of Operations and Comprehensive Loss or Statements of Cash Flows. Nature of Operations Our business model is to develop or acquire medical related products, engage third parties to help develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have product development projects in four different technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and two unique neurosteroid drug compounds intended to treat rare brain disorders and mild brain trauma (concussions). 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 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 and we will apply for trademarks and patents as we develop proprietary products. We are not currently selling or marketing any products, as our products are in various stages of 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. New Accounting Pronouncement

2. New Accounting Pronouncements	6 Months Ended
	Jan. 31, 2021
Accounting Policies [Abstract]
New Accounting Pronouncements	Note 2. New Accounting Pronouncements ASU 2019-12 In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, “Income Taxes (Topic 740),” which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We do not expect the adoption of ASU 2019-12 to have a material effect on our financial position, results of operations or cash flows. ASU 2020-06 In August 2020, the FASB issued ASU 2020-06, “Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40),” which simplifies the accounting for convertible instruments, reduces complexity for preparers and practitioners and improves the decision usefulness and relevance of the information provided to financial statement users. ASU 2020-06 also amends the guidance for the derivatives scope exception for contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. We have not yet determined the impact of adoption this standard on our financial position, results of operations or cash flows.

3. Asset Purchase Agreement

3. Asset Purchase Agreement	6 Months Ended
	Jan. 31, 2021
Notes to Financial Statements
Asset Purchase Agreement	Note 3. Asset Purchase Agreement On January 7, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”), pursuant to which we will purchase the assets and all of the rights, interests and intellectual property in a certain drug program (PRV-002) for treating mild brain trauma (concussion) and delivery device (the “Asset”) in exchange for (i) 7,000,000 shares of our common stock plus (ii) the Milestone Consideration, if any. On March 1, 2021, our APA with Prevacus closed and we issued 6,000,000 shares of our common stock with a value of $7,080,000. We withheld 1,000,000 shares of our common stock in exchange for our payment of certain liabilities of Prevacus. See Note 11 of Notes to Financial Statements for additional information.

4. Fair Value

4. Fair Value	6 Months Ended
	Jan. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Fair Value	Note 4. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: 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 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 we believe our 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. We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2 or Level 3 during the six months ended January 31, 2021 or the year ended July 31, 2020. The carrying values of cash, prepaid expenses, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the quarter ended January 31, 2021. Contingent Liability At January 31, 2021 and July 31, 2020, we had contingent consideration related to the acquisition of intellectual property, know-how and patents for an anti-choking, life-saving medical device in fiscal 2019. According to the agreement, we will make a one-time cash payment totaling $250,000 upon FDA clearance of the device. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). We determined the value was zero at both periods since it is not yet probable that we will file for FDA clearance. Fixed-Rate Debt We have fixed-rate debt that is reported on our Balance Sheets at carrying value less unamortized debt discount and closing costs. The fair value of our fixed rate debt was calculated using a discounted cash flow methodology with estimated current interest rates based on similar risk profile and duration (Level 2). The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt was as follows: January 31, 2021 July 31, 2020 Carrying value $ 763,646 $ 445,000 Fair value $ 763,646 $ 445,000 Non-Financial Assets Non-financial assets, such as Property and equipment and Intangible assets, are measured at fair value on a non-recurring basis when events or circumstances indicate that an impairment may have occurred. If we determine these assets to be impaired, they are reported at fair value as calculated during the period. No non-financial assets were recorded at fair value during the six months ended January 31, 2021 or the fiscal year ended July 31, 2020.

5. Debt

5. Debt	6 Months Ended
	Jan. 31, 2021
Debt Disclosure [Abstract]
Debt	Note 5. Debt LGH Investments, LLC On December 11, 2020, we entered into a Securities Purchase Agreement (the “SPA”) with LGH Investments, LLC (“LGH”), pursuant to which we entered into a $165,000 face value convertible promissory note which bears interest at a one-time rate of 8.0% applied to the face value and is due September 11, 2021 (the “Note”). We received $142,500 net cash from the issuance of the Note and incurred a $15,000 original issue discount and $7,500 closing costs, which are being amortized over the life of the Note. The Note is convertible at a price of $0.15 per share, subject to adjustment as provided in the Note. If an Event of Default occurs as defined in the Note, the conversion price will be the lesser of (i) $0.15 per share; or (ii) 70% of the lowest traded price in the prior twenty trading days immediately preceding the Notice of Conversion. The SPA included the issuance of (i) a five-year share purchase warrant exercisable for 470,000 shares of our common stock at a price of $0.35 per share (the “Warrant”); and (ii) 200,000 shares of our common stock (the “Inducement Shares”). The value of the 470,000 warrants was $82,720 and the value of the 200,000 shares of common stock was $40,000 for a total value of $112,720, which is being amortized over the life of the Note as closing costs. Additionally, 100,000 shares valued at $44,000 were expensed as financing costs when incurred. The conversion feature met the criteria for characterization as a beneficial conversion feature and, accordingly, we allocated $19,780 of the proceeds to the beneficial conversion feature, which is also being amortized over the life of the Note. Labrys Fund, LP On August 14, 2020, we entered into a Securities Purchase Agreement (the “Labrys SPA”) with Labrys Fund, LP (“Labrys”), pursuant to which Labrys purchased a $350,000 (the “Principal Amount”) Self-Amortization Promissory Note (the “Note”) for $315,000 in cash with an original issuance discount of approximately 10%. In consideration for entering into the Labrys SPA, we issued 420,000 shares (the “Commitment Shares”) of our common stock with a value of $197,400. 350,000 of the Commitment Shares (the “Second Commitment Shares”) will be returned to us if the Note is fully repaid and satisfied on or prior to August 14, 2021 (the “Maturity Date”). The Note bears interest at 12% per year. Upon the occurrence of any “Event of Default,” the Note is convertible into shares of our common stock at a price per share equal to the closing bid price of the common stock on the trading day immediately preceding the date of conversion (the “Conversion Price”); provided, however The Note requires that we reserve from our authorized and unissued common stock a number of shares equal to the greater of: (a) 1,140,000 shares or (b) the sum of (i) the number of shares of common stock issuable upon conversion of or otherwise pursuant to the Note and such additional shares of common stock, if any, as are issuable on account of interest on the Note pursuant to the Labrys SPA issuable upon the full conversion of the Note (assuming no payment of the principal amount or interest) as of any issue date multiplied by The Labrys SPA and the Note contain covenants and restrictions common with this type of debt transaction. Furthermore, we are subject to certain negative covenants under the Labrys SPA and the Note, which we believe are customary for transactions of this type. At January 31, 2021, we were in compliance with all covenants and restrictions. We paid Alliance Group Partners, LLP (“A.G.P.”) as a placement agent a fee of $25,200 and other closing costs of $6,500 for total closing costs of $31,700 which are being amortized over the one-year life of the Note. Conversion of Convertible Note Payable On August 14, 2020, we converted a Convertible Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the Convertible Promissory Note of $0.50 per share. Notes Payable The following notes payable were outstanding: January 31, 2021 July 31, 2020 Convertible notes with maturities ranging from February 19, 2021 to May 8, 2021 with interest rates of 7% and convertible at $0.80 per share $ 345,000 $ 445,000 Note issued to Labrys due August 14, 2021 with an interest rate of 12.0% 253,646 – Convertible note issued to LGH due September 11, 2021 with an interest rate of 8.0% and convertible at $0.15 per share 165,000 – 763,646 445,000 Unamortized debt discount and closing costs 402,317 233,770 $ 361,329 $ 211,230

6. Stock-Based Compensation

6. Stock-Based Compensation	6 Months Ended
	Jan. 31, 2021
Share-based Payment Arrangement, Noncash Expense [Abstract]
Stock-Based Compensation	Note 6. Stock-Based Compensation Stock Options Stock option activity during the six months ended January 31, 2021 was as follows: Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2020 15,650,000 $ 0.29 Options canceled (15,000,000 ) 0.25 Options outstanding at January 31, 2021 650,000 $ 1.31 Restricted Stock Units (“RSUs”) RSU activity during the six months ended January 31, 2021 was as follows: RSUs outstanding at July 31, 2020 1,750,000 RSUs issued 4,050,000 RSUs vested (1,461,783 ) RSUs outstanding at January 31, 2021 4,338,217 In January 2021, we issued RSUs covering 4,000,000 shares of our common stock to two officers which vest equally over 36 months. In addition, we issued RSUs covering 50,000 shares of our common stock to a consultant which vest equally over 24 months. Warrants Warrant activity during the six months ended January 31, 2021 was as follows: Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2020 44,500 $ 1.50 Warrants issued 1,020,000 0.43 Warrants exercised – – Warrants canceled (10,000 ) 1.50 Warrants outstanding at January 31, 2021 1,054,500 $ 0.47 Unrecognized Compensation Costs At January 31, 2021, we had unrecognized stock-based compensation of $982,335, which will be recognized over the weighted average remaining vesting period of 2.92 years.

7. Net Loss Per Share

7. Net Loss Per Share	6 Months Ended
	Jan. 31, 2021
Earnings Per Share [Abstract]
Net Loss Per Share	Note 7. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Six Months Ended January 31, 2021 2020 Options to purchase common stock 400,000 275,000 Shares issuable upon conversion of convertible notes and related accrued interest 1,581,072 724,549 Warrants to purchase common stock 1,054,500 35,000 Restricted stock units 1,461,783 700,000 Total potentially dilutive securities 4,497,355 1,734,549

8. Common Stock Issuances

8. Common Stock Issuances	6 Months Ended
	Jan. 31, 2021
Equity [Abstract]
Common Stock Issuances	Note 8. Common Stock Issuances Conversion of Convertible Note Payable On August 14, 2020, we converted a Convertible Promissory Note with a face value of $100,000 and accrued interest of $7,000 into 214,000 shares of our common stock as calculated by the conversion price of the Convertible Promissory Note of $0.50 per share. Lincoln Park Capital Fund On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“LPC”). Pursuant to the LPC Purchase Agreement, we have the right, in our sole discretion, to sell to LPC up to $10,250,000 in shares of our common stock, from time to time over a 36-month period. In consideration for entering into the LPC Purchase Agreement, we issued 793,802 shares of our common stock to LPC. Upon entering into the LPC Purchase Agreement, we sold 602,422 shares of our common stock to LPC in an initial purchase for a total purchase price of $250,000. Thereafter, and subject to the conditions of the LPC Purchase Agreement and RRA, on any business day and subject to certain customary conditions, we may direct LPC to purchase to up to 200,000 shares of our common stock (such purchases, “Regular Purchases”). The amount of a Regular Purchase may increase up to 100,000 shares of common stock under certain circumstances based on the market price of the common stock. There are no limits on the price per share that LPC may pay to purchase common stock under the LPC Purchase Agreement, provided that LPC’s committed obligation under any Regular Purchase shall not exceed $50,000 unless the median aggregate dollar value of the volume of shares of common stock during the 20 consecutive trading day period ending on the date of the applicable Regular Purchase equals or exceeds $100,000, in which case LPC’s committed obligation under such single Regular Purchase shall not exceed $500,000. In addition, if we have directed LPC to purchase the full amount of common stock available as a Regular Purchase on a given day, we may direct LPC to purchase additional amounts as “accelerated purchases” and “additional accelerated purchases” as set forth in the LPC Purchase Agreement. The purchase price of shares of our common stock will be based on the then prevailing market prices of such shares at the time of sale. The LPC Purchase Agreement limits our sale of shares of common stock to LPC, and LPC’s purchase or acquisition of common stock from us, to an amount of common stock that, when aggregated with all other shares of our common stock then beneficially owned by LPC would result in LPC having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding shares of our common stock. The LPC Purchase Agreement contains customary representations, warranties, covenants, closing conditions and indemnification and termination provisions. LPC has covenanted not to cause or engage in any manner whatsoever, any direct or indirect short selling or hedging of our common stock. The LPC Purchase Agreement does not limit our ability to raise capital from other sources in our sole discretion; provided, however, that we shall not enter into any “Variable Rate Transaction” as defined in the LPC Purchase Agreement, including the issuance of any floating conversion rate or variable priced equity-like securities, but excluding any “At-the-Market” offering with a registered broker-dealer, until the later of (i) the 36-month anniversary of the date of the LPC Purchase Agreement, and (ii) the 36-month anniversary of the Commencement Date (if the Commencement has occurred), in either case irrespective of any earlier termination of the LPC Purchase Agreement. The LPC Purchase Agreement may be terminated by us at any time and at our discretion without any cost to us. In connection with the LPC transaction, we engaged A.G.P. as a placement agent to help raise capital. A.G.P. introduced us to LPC, for which we agreed to pay A.G.P. a fee of 8% of the amount of the funds received from LPC, which totaled $20,000 in the quarter ended October 31, 2020. A.G.P. will also receive a fee totaling 8% of any additional funds raised pursuant to the LPC Purchase Agreement. In addition, and in consideration for the service provided in connection with Labrys and LPC, we granted warrants that were immediately exercisable for a total of 550,000 shares of our common stock at $0.50 per share to A.G.P. and two partners of A.G.P. The warrants had a value of $220,000 and expire August 6, 2024. Of the $220,000, $91,667 was netted against the LPC equity transaction and $128,333 was recorded as debt closing costs related to the Labrys transaction and is being amortized over the one-year life of the note. Shares purchased by LPC, including the initial purchase, are summarized below: Purchase Date Number of Shares Purchased Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.4100 $ 250,000 $ 10,000,000 January 11, 2021 100,000 0.1710 17,100 9,982,900 January 15, 2021 100,000 0.1798 17,980 9,964,920 802,422 $ 285,080 The following table sets forth the remaining amount of gross proceeds we would receive from additional sales of our stock under the LPC Purchase Agreement at varying purchase prices as of January 31, 2021: Assumed Average Number of (1) Percentage of (2) Proceeds from (1) $0.10 18,468,942 18.2% $ 1,846,984 0.25 18,468,942 18.2 4,617,236 0.40 (3) 18,468,942 18.2 7,387,577 0.50 18,468,942 18.2 9,234,471 1.00 9,964,920 11.4 9,964,920 1.50 6,643,280 8.4 9,964,920 (1) Although the Purchase Agreement provides that we may sell up to an additional $9,964,920 of our common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln Park a number of shares of our common stock with a total value of $9,964,920 as the maximum number of shares to be sold totals 20,065,166. Following purchases and issuances made to date, 18,468,942 shares remained as of January 31, 2021. (2) The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 1,596,224 shares owned by LPC at January 31, 2021. The denominator is based on 91,610,202 shares outstanding as of January 31, 2021 plus the number of shares assumed purchased. The table does not give effect to the prohibition contained in the LPC Purchase Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates would beneficially own more than 4.99% of the then outstanding shares of our common stock. (3) The closing price of our common stock on January 29, 2021.

9. Related Party Transactions

9. Related Party Transactions	6 Months Ended
	Jan. 31, 2021
Income Tax Disclosure [Abstract]
Related Party Transactions	Note 9. Related Party Transactions Due to Officers and Executives The following amounts were due to our officers and were included in Accounts payable on our Balance Sheets: January 31, 2021 July 31, 2020 Joseph M. Redmond, CEO $ 3,698 $ 2,304 Christine Farrell, CFO 15,803 25,598 $ 19,501 $ 27,902 The amount of salary due to Mr. Redmond for his services was included in Accrued wages on our Balance Sheets and was as follows: Balance at July 31, 2020 $ 183,846 Salary accrued – Salary paid – Balance at January 31, 2021 $ 183,846

10. Going Concern

10. Going Concern	6 Months Ended
	Jan. 31, 2021
Risks and Uncertainties [Abstract]
Going Concern	Note 10. Going Concern We did not recognize any revenues for the year ended July 31, 2020 or the six months ended January 31, 2021 and we had an accumulated deficit of $30,431,542 as of January 31, 2021. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2021 of $63,072 may not provide enough working capital to meet our current operating expenses through March 10, 2022. The operating deficit indicates substantial doubt about our ability to continue as a going concern. Our continued existence depends on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease operations. The issuance of additional equity securities could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, would increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty. Additionally, as the novel coronavirus (“COVID-19”) pandemic continues to severely impact the U.S. and global economy, our business may be impacted in a variety of ways. Political, legal or regulatory actions as a result of the COVID-19 pandemic in jurisdictions where we may plan to manufacture, source or distribute products have created supply disruptions which could affect our plans, and may cause additional supply disruptions or shortages in the future. We cannot currently predict the frequency, duration or scope of these governmental actions and supply disruptions. For example, several countries, including India and China, have increased or instituted new restrictions on the export of medical or pharmaceutical products that we distribute or use in our business, including key components or raw materials. Governmental authorities in many countries, including the U.S., are enacting legislative or regulatory changes to address the impact of the pandemic, which may restrict or require changes in our operations, increase our costs, or otherwise adversely affect our operations. If we are unable to raise additional capital by December 10, 2021, we will adjust our current business plan. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, is it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with LPC (see Note 8 above). Given our recurring losses, negative cash flow, accumulated deficit, and the impact of COVID-19, there is substantial doubt about our ability to continue as a going concern.

11. Subsequent Events

11. Subsequent Events	6 Months Ended
	Jan. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events Stock Subscriptions In February 2021, we sold a total of 952,171 shares of our common stock to 11 accredited investors for total proceeds of $689,500. In March 2021, we sold 525,000 Units at $1.00 per unit. Each Unit consisted of one share of our common stock and a right to purchase one share of our common stock $2.00. This right expires one year from the date of closing. LPC Share Purchases From February 1, 2021 through March 10, 2021, LPC purchased an additional 1,173,124 shares of our common stock for a total price of $1,018,448 and, as of March 10, 2021, there was $8,946,472 remaining purchase availability. PPP Loan On February 11, 2021, we received notice that the SBA Paycheck Protection Program loan was forgiven. Prevacus On March 1, 2021, our APA with Prevacus closed and we issued 6,000,000 shares of our common stock with a value of $7,080,000. We withheld 1,000,000 shares of our common stock in exchange for our payment of certain liabilities of Prevacus. The Milestone Consideration may be earned by Prevacus as follows: (i) up to 2,000,000 shares of our Common Stock when the United States Patents are revived in our name by the U.S. Patent and Trademark Office and any international patents that have lapsed also revived in our name by the respective country’s patent offices. The value of shares issued shall not exceed $6,000,000 based on the price of our common stock on the date the payment is due; (ii) 1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial for the Asset; (iii) up to 2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the drug-device combination for the Asset and the Delivery Device from the U.S. Patent and Trademark Office, the value of which shall not exceed $10,000,000 based on the price of our common stock on the date the payment is due; (iv) 1,000,000 shares of our common stock upon our receipt of net proceeds of at least $1,000,000 in a Non-Dilutive Financing relating directly to the development of the Asset and the Delivery Device. This milestone will expire one year after the Closing Date or, for any Non-Dilutive Financing submitted prior to the one year anniversary of the Closing Date, the milestone will stay effective until the second year anniversary of the Closing Date; (v) up to 2,000,000 shares of our common stock if we sell the Asset after a Phase Ib Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical Trial, to a Third Party resulting in net proceeds to us of at least $50,000,000. The value of the 2,000,000 shares related to this milestone shall not exceed $50,000,000 dollars, shall not exceed $25,000,000 based on the price of our common stock on the date the payment is due; (vi) 4,000,000 shares of our common stock upon the successful completion of a Phase II Clinical Trial for the Asset that leads to (I) our sale of the Asset to a Third Party resulting in net proceeds to us of at least $50,000,000; or (II) the administration of the first dose to a human being in a Phase III Clinical Trial for the Asset for which Company; and (vii) 2,000,000 shares of our common stock after the first dosing in a human as part of a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial, as determined by us in our sole discretion. LGH Investments, LLC On March 5, 2021, LGH notified us of their intent to convert their $165,000 convertible promissory note plus $13,200 of interest. We negotiated with them to convert $89,100 of the total into 594,000 shares of our common stock and paid the remaining $89,100 in cash. Convertible Notes In February and March 2021, upon maturity, we converted Convertible Promissory Notes with a face value of $130,000 and accrued interest of $9,100 into 140,397 shares of our common stock as calculated by the conversion price of the Convertible Promissory Notes of $0.99 per share. In February 2021, we settled a Convertible Promissory Note with a face value of $20,000 and accrued interest of $1,400 with cash totaling $21,400.

1. Basis of Presentation and _2

1. Basis of Presentation and Nature of Operations (Policies)	6 Months Ended
	Jan. 31, 2021
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial information of Odyssey Group International, Inc. is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods. The financial information as of July 31, 2020 is derived from our 2020 Annual Report on Form 10-K. The financial statements included herein should be read in conjunction with the financial statements and the notes thereto included in our 2020 Annual Report on Form 10-K filed with the SEC on November 16, 2020. The results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year.
Significant Accounting Policies	Significant Accounting Policies Our significant accounting policies have not changed during the six months ended January 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2020.
Research and Development Expense	Research and Development Expense Research and development expense is expensed as incurred as a component of General and administrative expense and totaled $42,619 for both the three and six months ended January 31, 2021 and $10,000 and $0 for the three and six months ended January 31, 2020, respectively.
Reclassifications	Reclassifications Certain immaterial reclassifications were made to the prior period financial statements to conform to the current period presentation. There was no effect on our Statements of Operations and Comprehensive Loss or Statements of Cash Flows.
Nature of Operations	Nature of Operations Our business model is to develop or acquire medical related products, engage third parties to help develop and manufacture such products and then distribute the products through various distribution channels, including third parties. We have product development projects in four different technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and two unique neurosteroid drug compounds intended to treat rare brain disorders and mild brain trauma (concussions). 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 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 and we will apply for trademarks and patents as we develop proprietary products. We are not currently selling or marketing any products, as our products are in various stages of 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.

4. Fair Value (Tables)

4. Fair Value (Tables)	6 Months Ended
	Jan. 31, 2021
Accounting Changes and Error Corrections [Abstract]
Schedule of Fixed-Rate Debt	The carrying value, excluding unamortized debt discount and debt issuance costs, and the fair value of our fixed-rate long-term debt was as follows: January 31, 2021 July 31, 2020 Carrying value $ 763,646 $ 445,000 Fair value $ 763,646 $ 445,000

5. Debt (Tables)

5. Debt (Tables)	6 Months Ended
	Jan. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Notes Payable	The following notes payable were outstanding: January 31, 2021 July 31, 2020 Convertible notes with maturities ranging from February 19, 2021 to May 8, 2021 with interest rates of 7% and convertible at $0.80 per share $ 345,000 $ 445,000 Note issued to Labrys due August 14, 2021 with an interest rate of 12.0% 253,646 – Convertible note issued to LGH due September 11, 2021 with an interest rate of 8.0% and convertible at $0.15 per share 165,000 – 763,646 445,000 Unamortized debt discount and closing costs 402,317 233,770 $ 361,329 $ 211,230

6. Stock-Based Compensation (Ta

6. Stock-Based Compensation (Tables)	6 Months Ended
	Jan. 31, 2021
Debt Disclosure [Abstract]
Schedule of Stock Options	Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2020 15,650,000 $ 0.29 Options canceled (15,000,000 ) 0.25 Options outstanding at January 31, 2021 650,000 $ 1.31
Schedule of Restricted Stock Units	RSU activity during the six months ended January 31, 2021 was as follows: RSUs outstanding at July 31, 2020 1,750,000 RSUs issued 4,050,000 RSUs vested (1,461,783 ) RSUs outstanding at January 31, 2021 4,338,217
Schedule of warrant activity	Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2020 44,500 $ 1.50 Warrants issued 1,020,000 0.43 Warrants exercised – – Warrants canceled (10,000 ) 1.50 Warrants outstanding at January 31, 2021 1,054,500 $ 0.47

7. Net Loss Per Share (Tables)

7. Net Loss Per Share (Tables)	6 Months Ended
	Jan. 31, 2021
Equity [Abstract]
Schedule of Net Loss Per Share	The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Six Months Ended January 31, 2021 2020 Options to purchase common stock 400,000 275,000 Shares issuable upon conversion of convertible notes and related accrued interest 1,581,072 724,549 Warrants to purchase common stock 1,054,500 35,000 Restricted stock units 1,461,783 700,000 Total potentially dilutive securities 4,497,355 1,734,549

8. Common Stock Issuances (Tabl

8. Common Stock Issuances (Tables)	6 Months Ended
	Jan. 31, 2021
Equity [Abstract]
Schedule of Shares purchased	Shares purchased by LPC, including the initial purchase, are summarized below: Purchase Date Number of Shares Purchased Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.4100 $ 250,000 $ 10,000,000 January 11, 2021 100,000 0.1710 17,100 9,982,900 January 15, 2021 100,000 0.1798 17,980 9,964,920 802,422 $ 285,080
Schedule of Common Stock Issuances	The following table sets forth the remaining amount of gross proceeds we would receive from additional sales of our stock under the LPC Purchase Agreement at varying purchase prices as of January 31, 2021: Assumed Average Number of (1) Percentage of (2) Proceeds from (1) $0.10 18,468,942 18.2% $ 1,846,984 0.25 18,468,942 18.2 4,617,236 0.40 (3) 18,468,942 18.2 7,387,577 0.50 18,468,942 18.2 9,234,471 1.00 9,964,920 11.4 9,964,920 1.50 6,643,280 8.4 9,964,920

9. Related Party Transactions (

9. Related Party Transactions (Tables)	6 Months Ended
	Jan. 31, 2021
Income Tax Disclosure [Abstract]
Schedule of Accounts payable	The following amounts were due to our officers and were included in Accounts payable on our Balance Sheets: January 31, 2021 July 31, 2020 Joseph M. Redmond, CEO $ 3,698 $ 2,304 Christine Farrell, CFO 15,803 25,598 $ 19,501 $ 27,902
Schedule of Accrued wages	The amount of salary due to Mr. Redmond for his services was included in Accrued wages on our Balance Sheets and was as follows: Balance at July 31, 2020 $ 183,846 Salary accrued – Salary paid – Balance at January 31, 2021 $ 183,846

3. Asset Purchase Agreement (De

3. Asset Purchase Agreement (Details Narrative) - Subsequent Event [Member] - Prevacus [Member]	7 Months Ended
	Mar. 01, 2021USD ($)shares
Stock issued for assets, shares	6,000,000
Stock issued for assets, value | $	$ 7,080,000
Stock to be issued for asset acquisition, shares	1,000,000

4. Fair Value (Details)

4. Fair Value (Details) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Fair Value Disclosures [Abstract]
Carrying value	$ 763,646	$ 445,000
Fair value	$ 763,646	$ 445,000

5. Debt (Details)

5. Debt (Details) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Notes Payable	$ 763,646	$ 445,000
Unamortized debt discount and closing costs	402,317	233,770
Notes Payable current	361,329	211,230
Convertible Notes
Notes Payable	345,000	445,000
Convertible Notes | LGH [Member]
Notes Payable	165,000	0
Notes [Member] | Labrys [Member]
Notes Payable	$ 253,646	$ 0

5. Debt (Details Narrative)

5. Debt (Details Narrative) - USD ($)	Dec. 11, 2020	Aug. 14, 2020	Jan. 31, 2021	Jan. 31, 2020
Proceeds from notes payable			$ 465,000	$ 150,000
Payment of other closing costs			$ 39,200	$ 0
Convertible Promissory Note
Debt converted, amount converted		$ 100,000
Debt converted, interest converted		$ 7,000
Debt converted, shares issued		214,000
Conversion price per share		$ 0.50
Securities Purchase Agreement [Member] | LGH [Member]
Debt face amount	$ 165,000
Maturity date	Sep. 11, 2021
Debt interest rate	8.00%
Total closing costs	$ 7,500
Conversion price per share	$ 0.15
Proceeds from issuance of debt	$ 142,500
Original issue discount	15,000
Beneficial conversion feature	$ 19,780
Securities Purchase Agreement [Member] | Labrys [Member]
Debt face amount		$ 350,000
Proceeds from notes payable		$ 315,000
Debt interest rate		12.00%
Labrys [Member] | Securities Purchase Agreement [Member] | Commitment Shares [Member]
Stock issued new, shares		420,000
Stock issued new, value		$ 197,400
Alliance Group Partners, LLP [Member] | Securities Purchase Agreement [Member]
Payment of placement agent fees		25,200
Payment of other closing costs		6,500
Total closing costs		$ 31,700

6. Stock Based Compensation (De

6. Stock Based Compensation (Details - Option activity)	6 Months Ended
	Jan. 31, 2021$ / sharesshares
Number of Options
Options outstanding at beginning | shares	15,650,000
Options canceled | shares	(15,000,000)
Options outstanding at end | shares	650,000
Weighted Average Exercise Price
Options outstanding at beginning | $ / shares	$ 0.29
Options canceled | $ / shares	0.25
Options outstanding at end | $ / shares	$ 1.31

6. Stock Based Compensation (_2

6. Stock Based Compensation (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jan. 31, 2021shares
RSUs outstanding, beginning balance	1,750,000
RSUs issued	4,050,000
RSUs vested	(1,461,783)
RSUs outstanding, ending balance	4,338,217

6. Stock-Based Compensation (De

6. Stock-Based Compensation (Details - Warrant Activity) - Warrants [Member]	6 Months Ended
	Jan. 31, 2021$ / sharesshares
Warrants outstanding, beginning balance	44,500
Warrants issued	1,020,000
Warrants exercised	0
Warrants canceled	(10,000)
Warrants outstanding, ending balance	1,054,500
Weighted average exercise price, beginning | $ / shares	$ 1.50
Weighted average exercise price, warrants issued | $ / shares	0.43
Weighted average exercise price, warrants canceled | $ / shares	1.50
Weighted average exercise price, ending | $ / shares	$ 0.47

6. Stock Based Compensation (_3

6. Stock Based Compensation (Details Narrative)	6 Months Ended
	Jan. 31, 2021USD ($)shares
Unrecognized stock-based compensation | $	$ 982,335
Weighted average remaining vesting period	2 years 11 months 1 day
Restricted Stock Units (RSUs) [Member] | Two officers [Member]
Unvested RSUs outstanding	4,000,000
Expiration period	36 months
Restricted Stock Units (RSUs) [Member] | Consultant [Member]
Unvested RSUs outstanding	50,000
Expiration period	24 months

7. Net Loss Per Share (Details)

7. Net Loss Per Share (Details) - shares	6 Months Ended
	Jan. 31, 2021	Jan. 31, 2020
Potentially dilutive securities	4,497,355	1,734,549
Options [Member]
Potentially dilutive securities	400,000	275,000
Convertible notes and related accrued interest [Member]
Potentially dilutive securities	1,581,072	724,549
Warrant [Member]
Potentially dilutive securities	1,054,500	35,000
Restricted Stock Units (RSUs) [Member]
Potentially dilutive securities	1,461,783	700,000

8. Common Stock Issuances (Deta

8. Common Stock Issuances (Details - LPC share purchases) - Lincoln Park Capital Fund - USD ($)	Aug. 14, 2020	Jan. 15, 2021	Jan. 11, 2021	Jan. 31, 2021
Stock issued new, shares	602,422	100,000	100,000	802,422
Stock price per share	$ 0.4100	$ 0.1798	$ 0.1710
Proceeds from sale of stock	$ 250,000	$ 17,980	$ 17,100	$ 285,080
Remaining Purchase Availability	$ 10,000	$ 9,964,920	$ 9,982,900

8. Common Stock Issuances (De_2

8. Common Stock Issuances (Details - Additional LPL shares)	6 Months Ended
	Jan. 31, 2021USD ($)$ / sharesshares
$0.10
Assumed Average Purchase Price Per Share | $ / shares	$ 0.10
Number of Shares to be Sold if Full Purchase | shares	18,468,942	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	18.20%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 1,846,984	[1]
$0.25
Assumed Average Purchase Price Per Share | $ / shares	$ 0.25
Number of Shares to be Sold if Full Purchase | shares	18,468,942	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	18.20%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 4,617,236	[1]
$0.40
Assumed Average Purchase Price Per Share | $ / shares	$ 0.40
Number of Shares to be Sold if Full Purchase | shares	18,468,942	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	18.20%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 7,387,577	[1]
$0.50
Assumed Average Purchase Price Per Share | $ / shares	$ 0.50
Number of Shares to be Sold if Full Purchase | shares	18,468,942	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	18.20%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 9,234,471	[1]
$1.00
Assumed Average Purchase Price Per Share | $ / shares	$ 1
Number of Shares to be Sold if Full Purchase | shares	9,964,920	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	11.40%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 9,964,920	[1]
$1.50
Assumed Average Purchase Price Per Share | $ / shares	$ 1.50
Number of Shares to be Sold if Full Purchase | shares	6,643,280	[1]
Percentage of Outstanding Shares Owned After Giving Effect to the Shares Sold	8.40%	[2]
Proceeds from the Sale of Shares to LPC | $	$ 9,964,920	[1]
[1]	Although the Purchase Agreement provides that we may sell up to an additional $9,964,920 of our common stock to LPC, depending on the assumed average price per share, we may or may not be able to ultimately sell to Lincoln Park a number of shares of our common stock with a total value of $9,964,920 as the maximum number of shares to be sold totals 20,065,166. Following purchases and issuances made to date, 18,468,942 shares remained as of January 31, 2021.
[2]	The numerator is based on the maximum number of shares purchased at the corresponding assumed purchase price plus the 1,596,224 shares owned by LPC at January 31, 2021. The denominator is based on 91,610,202 shares outstanding as of January 31, 2021 plus the number of shares assumed purchased. The table does not give effect to the prohibition contained in the LPC Purchase Agreement that prevents us from selling to LPC the number of shares such that, after giving effect to such sale, LPC and its affiliates would beneficially own more than 4.99% of the then outstanding shares of our common stock.

8. Common Stock Issuances (De_3

8. Common Stock Issuances (Details Narrative) - USD ($)	Aug. 14, 2020	Jan. 15, 2021	Jan. 11, 2021	Jan. 31, 2021	Jan. 31, 2020
Payment of placement agent fees				$ 39,200	$ 0
Lincoln Park Capital Fund
Stock issued new, shares	602,422	100,000	100,000	802,422
Proceeds from sale of stock	$ 250,000	$ 17,980	$ 17,100	$ 285,080
AGP [Member]
Payment of placement agent fees				$ 20,000
Warrants issued, common shares eligible	550,000
Warrants exercisable price per share	$ 0.50
Warrants issued, value	$ 220,000
Warrants expiration date	Aug. 6, 2024
Purchase Agreement | Lincoln Park Capital Fund
Stock issued new, shares	793,802
Proceeds from sale of stock	$ 250,000
Initial Purchase [Member] | Lincoln Park Capital Fund
Stock issued new, shares	602,422
Convertible Promissory Note
Debt converted, amount converted	$ 100,000
Debt converted, interest converted	$ 7,000
Debt converted, shares issued	214,000
Conversion price	$ 0.50

9. Related Party Transactions_2

9. Related Party Transactions (Details - Due to officers) - USD ($)	Jan. 31, 2021	Jul. 31, 2020
Total	$ 19,501	$ 27,902
Chief Executive Officer [Member]
Total	3,698	2,304
Chief Financial Officer [Member]
Total	$ 15,803	$ 25,598

9. Related Party Transactions_3

9. Related Party Transactions (Details - Accrued Compensation)	6 Months Ended
	Jan. 31, 2021USD ($)
Accrued wages, beginning balance	$ 211,702
Accrued wages, ending balance	224,053
J. Michael Redmond [Member]
Accrued wages, beginning balance	183,846
Salary accrued	0
Salary paid	0
Accrued wages, ending balance	$ 183,846

10. Going Concern (Details Narr

10. Going Concern (Details Narrative) - USD ($)	Jan. 31, 2021	Jul. 31, 2020	Jan. 31, 2020	Jul. 31, 2019
Risks and Uncertainties [Abstract]
Accumulated deficit	$ (30,431,542)	$ (28,850,728)
Cash and cash equivalents	$ 63,072	$ 62,952	$ 2,759	$ 167,095