Odyssey Group International (ODYY) 10-Q 15 Mar 22 2022 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jan. 31, 2022	Mar. 15, 2022
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2022
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--07-31
Entity File Number	000-56196
Entity Registrant Name	Odyssey Health, Inc.
Entity Central Index Key	0001626644
Entity Tax Identification Number	47-1022125
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2300 West Sahara Avenue
Entity Address, Address Line Two	Suite 800
Entity Address, Address Line Three	#4012
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89102
City Area Code	(702)
Local Phone Number	780-6559
Title of 12(b) Security	Common Stock ($0.001 par value)
Trading Symbol	ODYY
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		78,406,072
Entity Information, Former Legal or Registered Name	Odyssey Group International, Inc.

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Current assets:
Cash	$ 131,337	$ 556,584
Prepaid expenses and other current assets	157,972	53,535
Total current assets	289,309	610,119
Property and equipment, net of accumulated depreciation of $3,172 and $2,896	138	414
Intangible assets, net of accumulated amortization of $452 and $0	44,768	0
Total assets	334,215	610,533
Current liabilities:
Accounts payable	1,154,886	1,224,783
Accrued wages	719,512	259,487
Accrued interest	100,585	32,351
Asset purchase liability	1,123,090	1,125,026
Notes payable, net of unamortized debt discount and closing costs of $11,686 and $351,030	1,413,314	736,240
Total current liabilities	4,511,387	3,377,887
Total liabilities	4,511,387	3,377,887
Commitments and contingencies (Note 4)
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, 82,706,072 and 88,559,978 shares issued and outstanding	82,707	87,191
Additional paid-in-capital	44,812,931	42,879,278
Accumulated deficit	(49,072,810)	(45,733,823)
Total stockholders' deficit	(4,177,172)	(2,767,354)
Total liabilities and stockholders' deficit	$ 334,215	$ 610,533

Condensed Balance Sheets (Una_2

Condensed Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Statement of Financial Position [Abstract]
Accumulated depriciation	$ 3,172	$ 2,896
Accumulated amortization	452	0
Unamortized debt discount	$ 11,686	$ 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	82,706,072	88,559,978
Common Stock, Shares Outstanding	82,706,072	88,559,978

Condensed Statements of Operati

Condensed Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2022	Jan. 31, 2021
Income Statement [Abstract]
Research and development expense	$ 460,723	$ 42,619	$ 783,227	$ 42,619
General and administrative expense	1,515,241	591,173	2,622,126	1,116,442
Loss from operations	(1,975,964)	(633,792)	(3,405,353)	(1,159,061)
Interest expense	(208,767)	(235,507)	(425,709)	(421,753)
Other income, net	492,018	0	492,075	0
Net loss and comprehensive loss	$ (1,692,713)	$ (869,299)	$ (3,338,987)	$ (1,580,814)
Basic and diluted net loss per share	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.02)
Shares used for basic and diluted net loss per share	91,615,244	94,192,079	91,323,476	93,698,583

Condensed Statements of Stockho

Condensed Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances, October 31, 2021 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 financings	$ 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)
Balances, January 31, 2022 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
Balances, October 31, 2021 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
Net loss				(3,338,987)
Balances, January 31, 2022 at Jan. 31, 2022	$ 82,707	44,812,931	(49,072,810)	(4,177,172)
Ending balance, shares at Jan. 31, 2022	82,706,072
Balances, October 31, 2021 at Oct. 31, 2021	$ 91,016	44,293,312	(47,380,097)	(2,995,769)
Beginning balance, shares at Oct. 31, 2021	91,015,650
Stock-based compensation		511,310		511,310
Return of reserved shares	(8,309)	8,309
Return of reserved shares, shares	(8,309,578)
Net loss			(1,692,713)	(1,692,713)
Balances, January 31, 2022 at Jan. 31, 2022	$ 82,707	$ 44,812,931	$ (49,072,810)	$ (4,177,172)
Ending balance, shares at Jan. 31, 2022	82,706,072

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Cash flows from operating activities:
Net loss	$ (3,338,987)	$ (1,580,814)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Depreciation and amortization	728	5,276
Stock-based compensation	1,044,415	242,009
Stock issued for services	0	70,000
Warrants issued in connection with financings		0
Common stock issued for debt financing commitment shares	17,718	0
Amortization of beneficial conversion feature, debt discount and closing costs	339,343	388,886
Financing costs paid with stock	0	44,000
Asset purchase liability	(1,936)	0
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets	(104,437)	(38,333)
Increase in other current assets	0	0
Increase (decrease) in accounts payable	(69,897)	226,023
Increase in accrued wages	460,025	12,351
Increase in accrued interest	68,235	16,196
Net cash used in operating activities	(1,584,793)	(614,406)
Cash flows from investing activities:
Purchase of patents	(45,220)	0
Net cash used in investing activities	(45,220)	0
Cash flows from financing activities:
Proceeds from notes payable	375,000	465,000
Principal payments made on notes payable	(37,269)	(96,354)
Financing closing costs paid with cash	0	(39,200)
Proceeds from equity financing	867,035	285,080
Net cash provided by financing activities	1,204,766	614,526
Increase (decrease) in cash	(425,247)	120
Cash and cash equivalents:
Beginning of period	556,584	62,952
End of period	131,337	63,072
Supplemental disclosure of non-cash information:
Cash paid for interest	954	16,671
Common stock issued for conversion of Notes payable and related accrued interest	0	107,000
Common stock issued for debt financing commitment shares	17,718	281,400
Warrants issued in connection with financings	0	211,053
Original issue discount on debt	0	50,000
Stock issued in exchange for closing costs	0	44,000
Beneficial conversion feature recognized	$ 0	$ 19,780

Basis of Presentation, Nature o

Basis of Presentation, Nature of Operations and Going Concern	6 Months Ended
	Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation, Nature of Operations and Going Concern	Note 1. Basis of Presentation, Nature of Operations and Going Concern 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 The accompanying financial information of Odyssey Health, Inc. f/k/a 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 six months ended January 31, 2022 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. Going Concern We did not recognize any revenues for the year ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023. 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, the COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding. If we are unable to raise additional capital by March 15, 2023, 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, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

New Accounting Pronouncements

New Accounting Pronouncements	6 Months Ended
	Jan. 31, 2022
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.

Intangible Assets

Intangible Assets	6 Months Ended
	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets at January 31, 2022 consisted of costs related to a patent for our PRV-002 drug device combination. Amortization expense was as follows: Schedule of Amortization expense Three Months Ended January 31, Six Months Ended January 31, 2022 2021 2022 2021 Amortization expense $ 452 – $ 452 – Future amortization of intangible assets is as follows: Schedule of Future amortization of intangible assets Remainder of fiscal 2022 $ 1,508 Fiscal 2023 3,015 Fiscal 2024 3,015 Fiscal 2025 3,015 Fiscal 2026 3,015 Thereafter 31,200 Total $ 44,768

Fair Value

Fair Value	6 Months Ended
	Jan. 31, 2022
Fair Value Disclosures [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, 2022 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 January 31, 2022. Contingent Liabilities At January 31, 2022 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 January 31, 2022 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 January 31, 2022 July 31, 2021 Carrying value $ 1,413,314 $ 1,087,270 Fair value $ 1,425,000 $ 1,094,212 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, 2022 or the fiscal year ended July 31, 2021.

Debt

Debt	6 Months Ended
	Jan. 31, 2022
Debt Disclosure [Abstract]
Debt	Note 5. Debt Promissory Notes On December 21, 2021 and December 22, 2021, we entered into a total of five Promissory Notes (the “Notes”) with three of our directors and two officers. Mr. Joseph Michael Redmond, President and Chief Executive Officer, Ms. Christine M. Farrell, Chief Financial Officer, Mr. Jerome H. Casey, Director, Mr. John P. Gandolfo, Director, and Mr. Ricky W. Richardson, Director, each loaned us $ 25,000 125,000 8 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 January 31, 2022 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) 1,050,000 1,050,000 Promissory notes issued to officers and directors due March 31, 2022 with an interest rate of 8.0% 125,000 – Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share (2) 250,000 – 1,425,000 1,087,270 Unamortized debt discount and closing costs (11,686 ) (351,030 ) $ 1,413,314 $ 736,240 (1) Effective February 1, 2022, the maturity date of this note was extended to May 31, 2022 and $200,000 was added to the principal amount. See Note 13 for additional information. (2) As of March 15, 2022, the loan has not been repaid or converted..

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jan. 31, 2022
Equity [Abstract]
Stock-Based Compensation	Note 6. 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 January 31, 2022, 18,300,000 20,000,000 Stock Options Stock option activity during the six months ended January 31, 2022 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2021 1,050,000 $ 1.22 Options issued 200,000 0.26 Options canceled – – Options outstanding at January 31, 2022 1,250,000 1.07 Restricted Stock Units (“RSUs”) RSU activity during the six months ended January 31, 2022 was as follows: Schedule of RSU activity RSUs outstanding at July 31, 2021 4,396,819 RSUs issued 1,500,000 RSUs vested (1,591,263 ) RSUs outstanding at January 31, 2022 4,305,556 On September 14, 2021, following the annual stockholders meeting, three re-elected board members were granted 500,000 675,000 Warrants There was no warrant activity during the six months ended January 31, 2022. Unrecognized Compensation Costs At January 31, 2022, we had unrecognized stock-based compensation of $ 714,627 1.06

Research and Development Rebate

Research and Development Rebate	6 Months Ended
	Jan. 31, 2022
Research and Development [Abstract]
Research and Development Rebate	Note 7. 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

Net Loss Per Share

Net Loss Per Share	6 Months Ended
	Jan. 31, 2022
Earnings Per Share [Abstract]
Net Loss Per Share	Note 8. 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 Six Months Ended January 31, 2022 2021 Options to purchase common stock 1,250,000 400,000 Shares issuable upon conversion of convertible notes and related accrued interest 2,034,000 1,581,072 Warrants to purchase common stock 5,745,666 1,054,500 Unvested restricted stock units 4,305,556 1,461,783 Total potentially dilutive securities 13,335,222 4,497,355

Common Stock

Common Stock	6 Months Ended
	Jan. 31, 2022
Equity [Abstract]
Common Stock	Note 9. 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 On December 21, 2021, Vivakor, Inc., a shareholder, returned 3,309,578 On December 29, 2021, Regal Growth, LLC, a shareholder, returned 5,000,000 Reverse Split At our 2021 annual stockholder meeting, which was held on September 14, 2021, the stockholders approved the proposal that granted 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. As determined by our Board, such stock split could be effected at a time and choosing of the Board. 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 six months ended January 31, 2022, 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	6 Months Ended
	Jan. 31, 2022
Related Party Transactions [Abstract]
Related Party Transactions	Note 10. Related Party Transactions Due to Officers The following amounts were due to our officers for reimbursement of expenses and were included in Accounts payable on our Balance Sheets: Schedule of related party payables January 31, 2022 July 31, 2021 Joseph M. Redmond, CEO $ 17,899 $ 2,568 Christine Farrell, CFO 3,437 – $ 21,336 $ 2,568 The amount of unpaid salary and bonus due to our officers was included in Accrued wages on our Balance Sheets and was as follows: Schedule of accrued wages January 31, 2022 July 31, 2021 Joseph M. Redmond, CEO $ 586,769 $ 183,846 Christine Farrell, CFO 63,847 – $ 650,616 $ 183,846 On January 31, 2022, the Compensation Committee and our full Board approved the 2021 bonus plan. Pursuant to the plan, Mr. Redmond received a $ 360,000 40,000

Donation Received

Donation Received	6 Months Ended
	Jan. 31, 2022
Donation Received
Donation Received	Note 11. Donation Received On January 5, 2022, we received a donation in the amount of $ 500,000

Subsequent Events

Subsequent Events	6 Months Ended
	Jan. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events LPC Share Purchases From February 1, 2022 through March 15, 2022, LPC purchased an additional 100,000 shares of our common stock for a total price of $51,500 and, as of March 15, 2022, there was $8,359,989 remaining purchase availability. LGH Amendment On February 15, 2022, we entered into Amendment No. 1 to the Convertible Promissory Note (the “Amendment”) to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”) with an effective date of February 1, 2022. Pursuant to the Amendment, the maturity date of the Note was extended from February 5, 2022 to May 31, 2022. As consideration, $200,000 was added to the principal amount outstanding, we issued 100,000 shares of our common stock to LGH with a value of $58,000 and we will pay down principal and interest on the Note in the amount of the lesser of 10% or $250,000 of any future capital raises, investments, donations or financings unless the Note has been converted. Return of Shares On February 2, 2022, 7,500,000 shares of our common stock from LBL Professional Consulting, Inc. were returned to treasury. Agreement Amendment We entered into an amended agreement with a consultant on January 16, 2022, and as part of the agreement, on February 9, 2022, we issued the consultant three million (3,000,000) restricted shares of the Company’s common stock valued at $0.53 per share. The agreement includes a lock-up - leak out provision.

Basis of Presentation, Nature_2

Basis of Presentation, Nature of Operations and Going Concern (Policies)	6 Months Ended
	Jan. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial information of Odyssey Health, Inc. f/k/a 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 six months ended January 31, 2022 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.
Going Concern	Going Concern We did not recognize any revenues for the year ended July 31, 2021 or the six months ended January 31, 2022 and we had an accumulated deficit of $49,072,810 as of January 31, 2022. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations. Cash available at January 31, 2022 of $131,337 may not provide enough working capital to meet our current operating expenses through March 15, 2023. 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, the COVID-19 global pandemic has had an unfavorable impact on our business operations. The pandemic has impacted our ability to get financing, engage third-party vendors and the timing of our clinical trial in Australia. In addition, the COVID-19 outbreak has adversely affected the U.S. and global economies and financial markets, which may result in a long-term economic downturn that could negatively affect future performance and our ability to secure additional debt or equity funding. If we are unable to raise additional capital by March 15, 2023, 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, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

Intangible Assets (Tables)

Intangible Assets (Tables)	6 Months Ended
	Jan. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Amortization expense	Schedule of Amortization expense Three Months Ended January 31, Six Months Ended January 31, 2022 2021 2022 2021 Amortization expense $ 452 – $ 452 –
Schedule of Future amortization of intangible assets	Schedule of Future amortization of intangible assets Remainder of fiscal 2022 $ 1,508 Fiscal 2023 3,015 Fiscal 2024 3,015 Fiscal 2025 3,015 Fiscal 2026 3,015 Thereafter 31,200 Total $ 44,768

Fair Value (Tables)

Fair Value (Tables)	6 Months Ended
	Jan. 31, 2022
Fair Value Disclosures [Abstract]
Schedule of Fixed-Rate Debt	Schedule of Fixed-Rate Debt January 31, 2022 July 31, 2021 Carrying value $ 1,413,314 $ 1,087,270 Fair value $ 1,425,000 $ 1,094,212

Debt (Tables)

Debt (Tables)	6 Months Ended
	Jan. 31, 2022
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable January 31, 2022 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) 1,050,000 1,050,000 Promissory notes issued to officers and directors due March 31, 2022 with an interest rate of 8.0% 125,000 – Tysadco convertible promissory note payable due March 1, 2022 with an interest rate of 8.0% and convertible at $0.30 per share (2) 250,000 – 1,425,000 1,087,270 Unamortized debt discount and closing costs (11,686 ) (351,030 ) $ 1,413,314 $ 736,240 (1) Effective February 1, 2022, the maturity date of this note was extended to May 31, 2022 and $200,000 was added to the principal amount. See Note 13 for additional information. (2) As of March 15, 2022, the loan has not been repaid or converted..

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jan. 31, 2022
Equity [Abstract]
Schedule of stock option activity	Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2021 1,050,000 $ 1.22 Options issued 200,000 0.26 Options canceled – – Options outstanding at January 31, 2022 1,250,000 1.07
Schedule of RSU activity	Schedule of RSU activity RSUs outstanding at July 31, 2021 4,396,819 RSUs issued 1,500,000 RSUs vested (1,591,263 ) RSUs outstanding at January 31, 2022 4,305,556

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	6 Months Ended
	Jan. 31, 2022
Earnings Per Share [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares Six Months Ended January 31, 2022 2021 Options to purchase common stock 1,250,000 400,000 Shares issuable upon conversion of convertible notes and related accrued interest 2,034,000 1,581,072 Warrants to purchase common stock 5,745,666 1,054,500 Unvested restricted stock units 4,305,556 1,461,783 Total potentially dilutive securities 13,335,222 4,497,355

Related Party Transactions (Tab

Related Party Transactions (Tables)	6 Months Ended
	Jan. 31, 2022
Related Party Transactions [Abstract]
Schedule of related party payables	Schedule of related party payables January 31, 2022 July 31, 2021 Joseph M. Redmond, CEO $ 17,899 $ 2,568 Christine Farrell, CFO 3,437 – $ 21,336 $ 2,568
Schedule of accrued wages	Schedule of accrued wages January 31, 2022 July 31, 2021 Joseph M. Redmond, CEO $ 586,769 $ 183,846 Christine Farrell, CFO 63,847 – $ 650,616 $ 183,846

Intangible Assets (Details)

Intangible Assets (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021	Jan. 31, 2022	Jan. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 452	$ 0	$ 452	$ 0

Intangible Assets (Details 1)

Intangible Assets (Details 1) - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of fiscal 2022	$ 1,508
Fiscal 2023	3,015
Fiscal 2024	3,015
Fiscal 2025	3,015
Fiscal 2026	3,015
Thereafter	31,200
Total	$ 44,768	$ 0

Fair Value (Details)

Fair Value (Details) - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Fair Value Disclosures [Abstract]
Carrying value	$ 1,413,314	$ 1,087,270
Fair value	$ 1,425,000	$ 1,094,212

Debt (Details)

Debt (Details) - USD ($)		Jan. 31, 2022	Jul. 31, 2021
Debt Instrument [Line Items]
Notes Payable		$ 1,425,000	$ 1,087,270
Unamortized debt discount and closing costs		(11,686)	(351,030)
Notes Payable current		1,413,314	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	[1]	250,000	0
Convertible Notes [Member] | L G H [Member]
Debt Instrument [Line Items]
Notes Payable	[2]	1,050,000	1,050,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Notes Payable		$ 125,000	$ 0
[1]	As of March 15, 2022, the loan has not been repaid or converted..
[2]	Effective February 1, 2022, the maturity date of this note was extended to May 31, 2022 and $200,000 was added to the principal amount. See Note 13 for additional information.

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended
	Aug. 29, 2021	Jan. 31, 2022
Debt Instrument [Line Items]
Loans payable		$ 25,000
Proceeds from Debt		$ 125,000
Interest rate		8.00%
Tysadco Partners [Member] | Convertible Promissory Note [Member] | Securities Purchase Agreement [Member]
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	200,000
Stock issued new, value	$ 17,718
Conversion price per share	$ 0.30
Debt converted, shares issued	900,000

Stock-Based Awards (Details - S

Stock-Based Awards (Details - Stock Option Activity)	6 Months Ended
	Jan. 31, 2022$ / sharesshares
Equity [Abstract]
Options outstanding at begining balance | shares	1,050,000
Weighted Average Exercise Price at beginning balance | $ / shares	$ 1.22
Options issued | shares	200,000
Options issued | $ / shares	$ 0.26
Options canceled | shares	0
Options canceled | $ / shares	$ 0
Options outstanding at ending balance | shares	1,250,000
Weighted Average Exercise Price at ending balance | $ / shares	$ 1.07

Stock-Based Awards (Details - R

Stock-Based Awards (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jan. 31, 2022shares
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	(1,591,263)
RSUs outstanding, ending balance	4,305,556

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($)	Sep. 14, 2021	Jan. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation		$ 714,627
Weighted average remaining vesting period		1 year 21 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
Omnibus Stock Incentive Plan 2021 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant		18,300,000
Number of shares reserved		20,000,000

Research and Development Reba_2

Research and Development Rebate (Details Narrative)	3 Months Ended
	Nov. 02, 2021USD ($)
Research and Development [Abstract]
Research and development expense	$ 284,981

Net Loss Per Share (Details - A

Net Loss Per Share (Details - Antidilutive shares) - shares	6 Months Ended
	Jan. 31, 2022	Jan. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	13,335,222	4,497,355
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	1,250,000	400,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,034,000	1,581,072
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	5,745,666	1,054,500
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	4,305,556	1,461,783

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)	Oct. 22, 2021	Oct. 18, 2021	Aug. 06, 2021	Oct. 18, 2021	Dec. 31, 2021	Jan. 31, 2022
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
Vivakor Inc [Member]
Class of Stock [Line Items]
Treasury stock, shares					3,309,578
Regal Growth LLC [Member]
Class of Stock [Line Items]
Treasury stock, shares					5,000,000
Labrys [Member]
Class of Stock [Line Items]
Treasury stock, shares			350,000
Lincoln Park Capital Fund [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock	$ 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
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
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Warrants and Rights Outstanding, Term	5 years
Tysadco Partners [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Proceeds from Issuance of Common Stock		$ 250,000
Tysadco Partners [Member] | Securities Purchase Agreement [Member] | Restricted Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				1,500,000
Tysadco Partners [Member] | Securities Purchase Agreement [Member] | Warrants [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues				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 ($)	Jan. 31, 2022	Jul. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Due to related party	$ 21,336	$ 2,568
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Due to related party	17,899	2,568
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Due to related party	$ 3,437	$ 0

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued Compensation) - USD ($)	Jan. 31, 2022	Jul. 31, 2021
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 650,616	$ 183,846
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	586,769	183,846
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 63,847	$ 0

Related Party Transactions (D_3

Related Party Transactions (Details Narrative)	Jan. 31, 2022USD ($)
Mr Redmond [Member]
Related Party Transaction [Line Items]
Bonus paid	$ 360,000
Ms Farrell [Member]
Related Party Transaction [Line Items]
Bonus paid	$ 40,000

Donation Received (Details Narr

Donation Received (Details Narrative)	Jan. 05, 2022USD ($)
Donation Received
Other income	$ 500,000