Odyssey Group International (ODYY) 10-Q 10 Dec 21 2022 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Oct. 31, 2021	Dec. 10, 2021
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2021
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--07-31
Entity File Number	000-56196
Entity Registrant Name	Odyssey Group International, Inc.
Entity Central Index Key	0001626644
Entity Tax Identification Number	47-1022125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2372 Morse Avenue
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92614
City Area Code	(702)
Local Phone Number	780-6559
Trading Symbol	ODYY
Title of 12(g) Security	Common Stock ($0.001 par value)
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		91,015,650

Balance Sheets (Unaudited)

Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Current assets:
Cash	$ 471,140	$ 556,584
Prepaid expenses and other current assets	460,397	53,535
Total current assets	931,537	610,119
Property and equipment, net of accumulated depreciation of $3,034 and $2,896	276	414
Total assets	931,813	610,533
Current liabilities:
Accounts payable	1,368,592	1,224,783
Accrued wages	255,768	259,487
Accrued interest	64,221	32,351
Asset purchase liability	1,123,090	1,125,026
Notes payable, net of unamortized debt discount and closing costs of $184,089 and $351,030	1,115,911	736,240
Total current liabilities	3,927,582	3,377,887
Total liabilities	3,927,582	3,377,887
Commitments and contingencies (Note 3)
Stockholders' 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, 91,015,650 and 88,559,978 shares issued and outstanding	91,016	87,191
Additional paid-in-capital	44,293,312	42,879,278
Accumulated deficit	(47,380,097)	(45,733,823)
Total stockholders' deficit	(2,995,769)	(2,767,354)
Total liabilities and stockholders' deficit	$ 931,813	$ 610,533

Balance Sheets (Unaudited) (Par

Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Statement of Financial Position [Abstract]
Accumulated depriciation	$ 3,034	$ 2,896
Unamortized debt discount	$ 184,089	$ 351,030
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	91,015,650	88,559,978
Common Stock, Shares Outstanding	91,015,650	88,559,978

Statements of Operations and Co

Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Income Statement [Abstract]
Research and development expense	$ 322,504	$ 0
General and administrative expense	1,106,884	525,269
Loss from operations	(1,429,388)	(525,269)
Interest expense	216,886	186,245
Net loss and comprehensive loss	$ (1,646,274)	$ (711,514)
Basic and diluted net loss per share	$ (0.02)	$ (0.01)
Shares used for basic and diluted net loss per share	88,064,376	90,281,255

Statements of Stockholders' Equ

Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2020	$ 88,560	$ 28,110,689	$ (28,850,728)	$ (651,479)
Beginning balance, shares at Jul. 31, 2020	88,559,978
Note payable converted to common stock	$ 214	106,786		107,000
Note payable converted to common stock, shares	214,000
Stock-based compensation		130,301		130,301
Common stock issued in debt financing	420	196,980		197,400
Common stock issued in debt financing, shares	420,000
Common stock issued in equity financing	$ 1,396	248,604		250,000
Common stock issued in equity financing, shares	1,396,224
Stock forfeited	$ (20)			(20)
Stock forfeited, shares	(20,000)
Warrants issued in connection with financings		128,333		128,333
Net loss			(711,514)	(711,514)
Ending balance, value at Oct. 31, 2020	$ 90,570	28,921,693	(29,562,242)	(549,979)
Ending balance, shares at Oct. 31, 2020	90,570,202
Beginning balance, value at Jul. 31, 2021	$ 87,191	42,879,278	(45,733,823)	(2,767,354)
Beginning balance, shares at Jul. 31, 2021	87,191,168
Stock-based compensation		533,105		533,105
Common stock issued in debt financing	200	17,518		17,718
Common stock issued in debt financing, shares	200,000
Common stock issued in equity financing	$ 3,974	863,061		867,035
Common stock issued in equity financing, shares	3,974,482
Return of reserved shares	$ (350)	350
Return of reserved shares, shares	(350,000)
Net loss			(1,646,274)	(1,646,274)
Ending balance, value at Oct. 31, 2021	$ 91,016	$ 44,293,312	$ (47,380,097)	$ (2,995,769)
Ending balance, shares at Oct. 31, 2021	91,015,650

Statements of Cash Flows (Unaud

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Cash flows from operating activities:
Net loss	$ (1,646,274)	$ (711,514)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	138	2,638
Stock-based compensation	533,105	130,281
Common stock issued for debt financing commitment shares	17,718	0
Amortization of beneficial conversion feature, debt discount and closing costs	166,940	171,179
Other non-cash interest expense	0	7,000
Asset purchase liability	(1,936)	0
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets	(142,653)	(65,833)
Increase in other current assets	(264,209)	0
Increase in accounts payable	143,810	154,652
Decrease in accrued wages	(3,719)	34
Increase in accrued interest	31,870	8,067
Net cash used in operating activities	(1,165,210)	(303,496)
Cash flows from investing activities	0	0
Cash flows from financing activities:
Proceeds from notes payable	250,000	315,000
Principal payments made on notes payable	(37,269)	0
Financing closing costs paid	0	(31,700)
Proceeds from equity financing	867,035	250,000
Net cash provided by financing activities	1,079,766	533,300
Increase (decrease) in cash and cash equivalents	(85,444)	229,804
Cash and cash equivalents:
Beginning of period	556,584	62,952
End of period	471,140	292,756
Supplemental disclosure of non-cash information:
Common stock issued for conversion of notes payable	0	107,000
Common stock issued for debt financing commitment shares	17,718	197,400
Warrants issued in connection with financings	0	128,333
Original issue discount on debt	$ 0	$ 35,000

Basis of Presentation and Natur

Basis of Presentation and Nature of Operations	3 Months Ended
	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [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, 2021 is derived from our 2021 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 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. 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 three months ended October 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021. Nature of Operations Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale. 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 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 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. Research and Development Research and development expense is expensed as incurred and totaled $ 322,504 0

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Oct. 31, 2021
Accounting Changes and Error Corrections [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. The adoption of ASU 2019-12 effective August 1, 2021, on a prospective basis did not 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 adopting this standard on our financial position, results of operations or cash flows.

Fair Value

Fair Value	3 Months Ended
	Oct. 31, 2021
Fair Value Disclosures [Abstract]
Fair Value	Note 3. 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 three months ended October 31, 2021, or the year ended July 31, 2021. 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 October 31, 2021. Contingent Liabilities At October 31, 2021 and July 31, 2021, 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. We also had contingent consideration at October 31, 2021 and July 31, 2021 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met. 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: Schedule of Fixed-Rate Debt October 31, 2021 July 31, 2021 Carrying value $ 1,300,000 $ 1,087,270 Fair value $ 1,300,000 $ 1,094,212 Non-Financial Assets Non-financial assets, such as Property and equipment, 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 three months ended October 31, 2021 or the fiscal year ended July 31, 2021.

Debt

Debt	3 Months Ended
	Oct. 31, 2021
Debt Disclosure [Abstract]
Debt	Note 4. Debt Tysadco Partners On August 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we entered into a $ 250,000 8.0 March 1, 2022 250,000 200,000 17,718 0.30 900,000 Notes Payable The following notes payable were outstanding: Schedule of Notes Payable October 31, 2021 July 31, 2021 Note issued to Labrys due August 14, 2021 with an interest rate of 12% $ – $ 37,270 Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share 1,050,000 1,050,000 Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share 250,000 – 1,300,000 1,087,270 Unamortized debt discount and closing costs (184,089 ) (351,030 ) $ 1,115,911 $ 736,240

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 2021
Equity [Abstract]
Stock-Based Compensation	Note 5. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At our annual stockholder meeting held September 14, 2021, the stockholders approved the Amended and Restated 2021 Omnibus Stock Incentive Plan (the “2021 Plan”). The purpose of the Amended and Restated 2021 Omnibus Stock Incentive Plan is to enable us to recruit and retain highly qualified employees, directors and consultants and to provide incentives for productivity and the opportunity to share in the our growth and value. Subject to certain adjustments, the maximum number of shares of common stock, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, cash or other stock-based awards that may be issued under the Amended and Restated 2021 Omnibus Stock Incentive Plan is 20,000,000. At October 31, 2021, 18,500,000 20,000,000 Stock Options There was no stock option activity during the quarter ended October 31, 2021 Restricted Stock Units (“RSUs”) RSU activity during the quarter ended October 31, 2021 was as follows: Schedule of RSU activity RSUs outstanding at July 31, 2021 4,396,819 RSUs issued 1,500,000 RSUs vested (877,083 ) RSUs canceled – RSUs outstanding at October 31, 2021 5,019,736 On September 14, 2021, following the annual stockholders meeting, three re-elected board members were granted 500,000 675,000 0.45 Unrecognized Compensation Costs At October 31, 2021, we had unrecognized stock-based compensation of $ 1,275,665 1.36

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Oct. 31, 2021
Earnings Per Share [Abstract]
Net Loss Per Share	Note 6. 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: Schedule of anti-dilutive shares Three Months Ended October 31, 2021 2020 Options to purchase common stock 300,000 25,000 Shares issuable upon conversion of convertible notes and related accrued interest 2,034,000 448,711 Warrants to purchase common stock 5,745,666 934,500 Restricted stock units 902,083 1,350,000 Total potentially dilutive securities 8,981,749 2,758,211

Common Stock

Common Stock	3 Months Ended
	Oct. 31, 2021
Equity [Abstract]
Common Stock	Note 7. Common Stock Returned Shares On August 5, 2021, our loan with Labrys Fund, LP was repaid in full and per the agreement, on August 6, 2021, 350,000 Reverse Split At the annual stockholder meeting held September 14, 2021, the stockholders approved the proposal to grant the Board discretionary authority to amend our Certificate of Incorporation to effect a reverse stock split of the issued and outstanding shares of our common stock, par value $0.001 per share, such split to combine a whole number of outstanding shares of our Common Stock in a range of not less than two shares and not more than 30 shares, into one share of common stock at any time prior to January 31, 2022. The amendment did not change the number of authorized shares of common stock or preferred stock or the relative voting power of our stockholders. The number of authorized shares will not be reduced. The number of authorized but unissued shares of our common stock will materially increase and will be available for re-issuance. We reserve the right not to effect any reverse stock split if the Board does not deem it to be in the best interests of our stockholders and the Board's decision as to whether and when to effect the reverse stock split will be based on a number of factors, including prevailing market conditions, existing and expected trading prices for our common stock, actual or forecasted results of operations, and the likely effect of such results on the market price of our common stock. Lincoln Park Securities Purchase Agreement On October 22, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Lincoln Park Capital Fund, LLC (“LPC”) pursuant to which we received $ 250,000 1,500,000 833,333 0.50 five LPC Purchase Agreement Draws During the quarter ended October 31, 2021, LPC purchased a total of 974,482 367,035 3,127,808 8,411,489 16,143,556 Tysadco Partners On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco pursuant to which we received $ 250,000 1,500,000 833,333 0.50 five

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Note 8. Related Party Transactions Due to Officer The following amounts were due to officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets: Schedule of due to officer October 31, 2021 July 31, 2021 Joseph M. Redmond, CEO $ 7,173 $ 2,568 Christine M. Farrell 2,238 – The amount of unpaid salary due to Mr. Redmond for his services from November 2017 was included in Accrued wages on our Balance Sheets as follows: Schedule of accrued compensation Balance at July 31, 2021 $ 183,846 Salary accrued – Salary paid – Balance at October 31, 2021 $ 183,846

Going Concern

Going Concern	3 Months Ended
	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 9. Going Concern We did not recognize any revenues for the quarter ended October 31, 2021 or the year ended July 31, 2021 and we had an accumulated deficit of $ 47,380,097 471,140 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 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, China, Australia and the UK, 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, 2022, 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 7 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.

Subsequent Event

Subsequent Event	3 Months Ended
	Oct. 31, 2021
Subsequent Events [Abstract]
Subsequent Event	Note 10. Subsequent Event Research and Development Rebate On November 2, 2021, we received a research and development rebate from the government of Australia in the amount of $284,981 AUD ($214,120 USD) for clinical work performed in Australia related to our Phase 1 human trial for safety and efficacy for the treatment of concussed individuals. The $214,120 is accounted for as an offset to research and development expense, which is a component of General and administrative on our Statements of Operations. Name Change On December 1, 2021, we received notice that our name change to Odyssey Health, Inc. was approved by the state of Nevada, where we are incorporated.

Basis of Presentation and Nat_2

Basis of Presentation and Nature of Operations (Policies)	3 Months Ended
	Oct. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [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, 2021 is derived from our 2021 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 2021 Annual Report on Form 10-K filed with the SEC on October 29, 2021. 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 three months ended October 31, 2021 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2021.
Nature of Operations	Nature of Operations Our business model is to develop or acquire unique medical-related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We are developing potentially life-saving technologies: the CardioMap® heart monitoring and screening device; the Save A Life choking rescue device, a unique neurosteroid drug compound intended to treat concussions, and a unique drug compound to treat rare brain disorders in partnership with Prevacus, Inc. To date, none of our product candidates has received regulatory clearance or approval for commercial sale. 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 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 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.
Research and Development	Research and Development Research and development expense is expensed as incurred and totaled $ 322,504 0

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Oct. 31, 2021
Fair Value Disclosures [Abstract]
Schedule of Fixed-Rate Debt	Schedule of Fixed-Rate Debt October 31, 2021 July 31, 2021 Carrying value $ 1,300,000 $ 1,087,270 Fair value $ 1,300,000 $ 1,094,212

Debt (Tables)

Debt (Tables)	3 Months Ended
	Oct. 31, 2021
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable October 31, 2021 July 31, 2021 Note issued to Labrys due August 14, 2021 with an interest rate of 12% $ – $ 37,270 Convertible note issued to LGH due February 5, 2022 with an interest rate of 8.0% and convertible at $1.00 per share 1,050,000 1,050,000 Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share 250,000 – 1,300,000 1,087,270 Unamortized debt discount and closing costs (184,089 ) (351,030 ) $ 1,115,911 $ 736,240

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 31, 2021
Equity [Abstract]
Schedule of RSU activity	Schedule of RSU activity RSUs outstanding at July 31, 2021 4,396,819 RSUs issued 1,500,000 RSUs vested (877,083 ) RSUs canceled – RSUs outstanding at October 31, 2021 5,019,736

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Oct. 31, 2021
Earnings Per Share [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares Three Months Ended October 31, 2021 2020 Options to purchase common stock 300,000 25,000 Shares issuable upon conversion of convertible notes and related accrued interest 2,034,000 448,711 Warrants to purchase common stock 5,745,666 934,500 Restricted stock units 902,083 1,350,000 Total potentially dilutive securities 8,981,749 2,758,211

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Oct. 31, 2021
Related Party Transactions [Abstract]
Schedule of due to officer	Schedule of due to officer October 31, 2021 July 31, 2021 Joseph M. Redmond, CEO $ 7,173 $ 2,568 Christine M. Farrell 2,238 –
Schedule of accrued compensation	Schedule of accrued compensation Balance at July 31, 2021 $ 183,846 Salary accrued – Salary paid – Balance at October 31, 2021 $ 183,846

Basis of Presentation and Nat_3

Basis of Presentation and Nature of Operations (Details Narrative) - USD ($)	3 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Research and development expense	$ 322,504	$ 0

Fair Value (Details)

Fair Value (Details) - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Fair Value Disclosures [Abstract]
Carrying value	$ 1,300,000	$ 1,087,270
Fair value	$ 1,300,000	$ 1,094,212

Debt (Details)

Debt (Details) - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Debt Instrument [Line Items]
Notes Payable	$ 1,300,000	$ 1,087,270
Unamortized debt discount and closing costs	(184,089)	(351,030)
Notes Payable current	1,115,911	736,240
Notes [Member] | Labrys [Member]
Debt Instrument [Line Items]
Notes Payable	0	37,270
Notes [Member] | Tysadco [Member]
Debt Instrument [Line Items]
Notes Payable	250,000	0
Convertible Notes [Member] | L G H [Member]
Debt Instrument [Line Items]
Notes Payable	$ 1,050,000	$ 1,050,000

Debt (Details Narrative)

Debt (Details Narrative) - Tysadco Partners [Member] - Convertible Promissory Note [Member] - Securities Purchase Agreement [Member]	1 Months Ended
	Aug. 29, 2021USD ($)$ / sharesshares
Debt Instrument [Line Items]
Debt face amount	$ 250,000
Debt interest rate	8.00%
Maturity date	Mar. 1, 2022
Proceeds from issuance of debt	$ 250,000
Stock issued new, shares | shares	200,000
Stock issued new, value	$ 17,718
Conversion price per share | $ / shares	$ 0.30
Debt converted, shares issued | shares	900,000

Stock-Based Awards (Details - R

Stock-Based Awards (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Oct. 31, 2021shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
RSUs outstanding, beginning balance	4,396,819
RSUs issued	1,500,000
RSUs vested	(877,083)
RSUs canceled	0
RSUs outstanding, ending balance	5,019,736

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($)	Sep. 14, 2021	Oct. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation		$ 1,275,665
Weighted average remaining vesting period		1 year 4 months 9 days
Restricted Stock Units (RSUs) [Member] | Board Members [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options granted	$ 500,000
Fair value of options granted	$ 675,000
Share price	$ 0.45
Omnibus Stock Incentive Plan 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant		18,500,000
Number of shares reserved		20,000,000

Net Loss Per Share (Details - A

Net Loss Per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Oct. 31, 2021	Oct. 31, 2020
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	8,981,749	2,758,211
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	300,000	25,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,034,000	448,711
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,745,666	934,500
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	902,083	1,350,000

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	Aug. 06, 2021	Oct. 22, 2021	Oct. 18, 2021	Oct. 31, 2021
LPC Purchase Agreement [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock				$ 367,035
Stock Issued During Period, Shares, New Issues				974,482
Common Stock, Other Shares, Outstanding				3,127,808
[custom:RemainingPurchaseAvailability-0]				$ 8,411,489
[custom:RemainingPurchaseAvailabilityShares-0]				16,143,556
Labrys [Member]
Class of Stock [Line Items]
Stock returned, shares returned	350,000
Lincoln Park Capital Fund [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock		$ 250,000	$ 250,000
Lincoln Park Capital Fund [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		1,500,000	1,500,000
Lincoln Park Capital Fund [Member] | Securities Purchase Agreement [Member] | Warrants [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues		833,333	833,333
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.50	$ 0.50
Warrants and Rights Outstanding, Term		5 years	5 years

Related Party Transactions (Det

Related Party Transactions (Details - Due to officers) - USD ($)	Oct. 31, 2021	Jul. 31, 2021
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Total	$ 7,173	$ 2,568
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Total	$ 2,238	$ 0

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued Compensation) - Redmond [Member]	3 Months Ended
	Oct. 31, 2021USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Balance at beginning	$ 183,846
Salary	0
Payments	0
Balance at ending	$ 183,846

Going Concern (Details Narrativ

Going Concern (Details Narrative) - USD ($)	Oct. 31, 2021	Jul. 31, 2021	Oct. 31, 2020	Jul. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 47,380,097	$ 45,733,823
Cash and cash equivalents	$ 471,140	$ 556,584	$ 292,756	$ 62,952