Odyssey Group International (ODYY) 10-K 30 Oct 23 2023 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Jul. 31, 2023	Oct. 30, 2023	Jan. 31, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Jul. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
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 - #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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 11,007,885
Entity Common Stock, Shares Outstanding		81,734,061
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	76
Auditor Name	Turner, Stone & Company, L.L.P
Auditor Location	Dallas, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Current assets:
Cash	$ 36,865	$ 72,534
Research and development rebate due from the Australian government	276,566	366,475
Prepaid expenses and other current assets	92,457	87,408
Total current assets	405,888	526,417
Intangible assets, net	49,905	43,260
Total assets	455,793	569,677
Current liabilities:
Accounts payable	1,797,656	1,549,568
Accrued wages	1,402,348	896,700
Accrued interest	142,032	110,063
Asset purchase liability	1,125,026	1,125,026
Notes payable, officers and directors	125,000	125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $280,340 and $48,063	2,019,660	1,406,937
Total current liabilities	6,611,722	5,213,294
Fair value, commitments and contingencies (Note 5)
Stockholders' deficit:
Preferred stock, $.001 par value; 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $.001 par value; 500,000,000 shares authorized with 79,067,879 and 77,860,563 issued and outstanding	79,068	77,861
Additional paid-in capital	53,862,378	49,456,476
Accumulated deficit	(60,097,375)	(54,177,954)
Total stockholders’ deficit	(6,155,929)	(4,643,617)
Total liabilities and stockholders’ deficit	$ 455,793	$ 569,677

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Statement of Financial Position [Abstract]
Unamortized debt discount	$ 280,340	$ 48,063
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	$ 1	$ 1
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares Issued	79,067,879	77,860,563
Common Stock, Shares Outstanding	79,067,879	77,860,563

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Income Statement [Abstract]
In-process research and development	$ 170,000	$ 0
Research and development	201,329	1,317,024
Stock-based compensation	2,820,311	3,870,465
General and administrative	2,122,375	2,919,091
Loss from operations	(5,314,015)	(8,106,580)
Interest expense	(614,083)	(836,294)
Other income, net	8,677	498,743
Net loss	$ (5,919,421)	$ (8,444,131)
Basic net loss per share	$ (0.07)	$ (0.09)
Diluted net loss per share	$ (0.07)	$ (0.09)
Shares used for basic net loss per share	82,677,354	88,995,280
Shares used for diluted net loss per share	82,677,354	88,995,280

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
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
Common stock issued for compensation and services	$ 4,245	$ 1,777,405		$ 1,781,650
Common stock issued for compensation and services, shares	4,245,000
Common stock issued in connection with Prevacus milestone	1,000	(1,000)	0	0
Common stock issued in connection with Prevacus milestone, shares	1,000,000
Stock-based compensation		$ 2,088,815		$ 2,088,815
Common stock issued in connection with debt financing	$ 300	68,418		68,718
Common stock issued in connection with debt financing, shares	300,000
Common stock issued in equity financing	$ 8,655	2,460,567		2,469,222
Common stock issued in equity financing, shares	8,653,970
Beneficial conversion feature issued with debt		159,463		159,463
Return of shares to treasury	$ (23,530)	23,530	0	0
Return of shares to treasury , shares	(23,529,578)
Net loss			(8,444,131)	(8,444,131)
Ending balance, value at Jul. 31, 2022	$ 77,861	49,456,476	(54,177,954)	(4,643,617)
Ending balance, shares at Jul. 31, 2022	77,860,563
Stock-based compensation	$ 2,300	2,818,011		2,820,311
Stock-based compensation, shares	2,300,000
Common stock issued in debt financing	$ 213	13,230		13,443
Common stock issued in debt financing, shares	213,725
Warrants issued in debt financing		345,135		345,135
Common stock issued in equity financing	$ 3,634	576,586		580,220
Common stock issued in equity financing, shares	3,633,591
Common stock issued in conversion of debt	$ 2,860	475,140		478,000
Common stock issued in conversion of debt, shares	2,860,000
Common stock issued in option purchase agreement	$ 1,000	169,000		170,000
Common stock issued in option purchase agreement, shares	1,000,000
Return of shares to treasury	$ (8,800)	8,800	0	0
Return of shares to treasury , shares	(8,800,000)
Net loss			(5,919,421)	(5,919,421)
Ending balance, value at Jul. 31, 2023	$ 79,068	$ 53,862,378	$ (60,097,375)	$ (6,155,929)
Ending balance, shares at Jul. 31, 2023	79,067,879

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Jul. 31, 2022	Jul. 31, 2021
Cash flows from operating activities
Net loss	$ (5,919,421)	$ (8,444,131)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization	3,416	2,374
Stock issued for services and stock-based compensation	2,820,311	3,870,465
Amortization of beneficial conversion feature, debt discount and closing costs	532,434	687,429
Stock issued for in-process research and development	170,000	0
Financing costs paid with stock	1,750	68,718
Changes in operating assets and liabilities:
Increase in prepaid expenses and other current assets	(5,049)	(33,873)
Decrease (increase) research and development rebate due from Australian government	89,909	(366,475)
Increase in accounts payable	248,088	324,785
Increase in accrued wages	505,648	637,213
Increase in accrued interest	78,219	77,712
Net cash used in operating activities	(1,474,696)	(3,175,783)
Cash flows from investing activities
Purchased intellectual property	(10,061)	(45,220)
Cash flows from financing activities
Proceeds from borrowings on notes	903,868	375,000
Principal payments made on notes payable	(35,000)	(107,269)
Proceeds from equity financing	580,220	2,469,222
Net cash provided by financing activities	1,449,088	2,736,953
Net change in cash	(35,669)	(484,050)
Cash, beginning of year	72,534	556,584
Cash, end of year	36,865	72,534
Supplemental disclosure of cash flow information
Cash paid for interest	0	954
Noncash Investing and Financing Activities
Common stock issued for conversion of notes payable and accrued interest	478,000	0
Common stock issued for debt financing commitment shares	0	68,718
Common stock issued in exchange for closing costs	13,443	0
Warrants issued in connection with financings	345,135	0
Original issue discount on debt	98,048	0
Beneficial conversion feature recognized	0	200,100
Accounts payable converted into common stock	0	20,000
Increase in principal of notes payable	406,132	225,000
Common stock issued for Prevacus milestone	0	1,000
Shares returned to treasury	$ 8,800	$ 23,530

Nature of Operations and Going

Nature of Operations and Going Concern	12 Months Ended
	Jul. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations and Going Concern	Note 1. Nature of Operations and Going Concern Our corporate mission is to create or acquire distinct assets, intellectual property, and technologies with an emphasis on acquisition targets that have clinical utility and will generate positive cash flow. Our business model is to develop or acquire medical related products, engage third parties to manufacture such products and then distribute the products through various distribution channels, including third parties. We have three different life saving technologies; the CardioMap® heart monitoring and screening device, the Save a Life choking rescue device and a unique neurosteroid drug compound intended to treat concussions and rare brain disorders. We intend to acquire other technologies and assets and plan to be a trans-disciplinary product development company involved in the discovery, development and commercialization of products and technologies that may be applied over various medical markets. We plan to license, improve and/or develop our products and identify and select distribution channels. We intend to establish agreements with distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio. We will engage third-party research and development firms who specialize in the creation of our products to assist us in the development of our own products and we will apply for trademarks and patents once we have developed proprietary products. We are not currently selling or marketing any products, as our products are in development and Food and Drug Administration ("FDA") clearance or approval to market our products will be required to sell in the United States. In addition, it would require additional European union or country specific clearance or approvals to sell internationally. We did not recognize any revenues for the years ended July 31, 2023 (“fiscal 2023”) or 2022 (“fiscal 2022”) and we had an accumulated deficit of $ 60,097,375 36,865 The operating deficit and cash balance at July 31, 2023 indicate 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 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. We are continually adjusting our business plan to reflect our current liquidity expectations. Due to the unknown and volatile nature of the stock price and trading volume of our common stock, it is difficult to predict the timing and amount of availability pursuant to our equity line of credit with Lincoln Park Capital Fund, LLC (“LPC”). Due to the limitations in the equity line of credit, we will need to do one or more of the following during fiscal 2024; secure additional debt financing, secure additional equity financing, secure a strategic partner, reduce our operating expenditures, or seek bankruptcy protection. Given our recurring losses, negative cash flow, and accumulated deficit, there is substantial doubt about our ability to continue as a going concern.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Jul. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2. Summary of Significant Accounting Policies Basis of consolidation The consolidated financial statements include the accounts of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd (collectively, the “Company”). All intercompany balances and transactions have been eliminated. Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Basis of accounting We measure all of our assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP. Research and development rebate due from the Australian government We receive a 43.5% rebate at the end of each fiscal year from the Australian government on all research and development performed in Australia. We record the rebate as expenses are incurred as an offset to research and development. Prepaid expenses and other current assets Prepaid expenses and other current assets consist of loans and advances receivable and prepaid insurance. At July 31, 2023 there were no impairment concerns. Property and equipment, net As of July 31, 2022, all property and equipment was fully depreciated. Depreciation was recorded on a straight-line basis over the estimated useful lives of the assets. We recognized depreciation expense of $ 0 414 Intangible assets, net Intangible assets consist of costs related to a patent for our ONP-002 drug device combination are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. We recognized amortization expense of $ 3,416 2,374 Future amortization of intangible assets is as follows: Schedule of future amortization expense assets Fiscal 2024 $ 3,708 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total $ 49,905 Beneficial conversion feature of convertible notes payable The beneficial conversion feature (“BCF”) of a convertible note (Note 6) is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. We record a BCF related to the issuance of a convertible note when issued. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense. Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the year. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, RSUs and warrants. Basic and diluted net loss per share were the same for all years presented as we were in a loss position for all periods. The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive: Schedule of antidilutive shares Fiscal Year Ended July 31, 2023 2022 Options to purchase common stock 11,795,000 6,645,000 Equivalent shares of convertible notes into common stock 25,547,822 7,303,333 Warrants to purchase common stock 14,558,607 7,558,607 Unvested restricted stock units 3,055,554 2,189,695 Total potentially dilutive securities 54,956,983 23,696,635 Stock-based compensation We recognize stock-based compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors. The fair value of stock option awards (Note 7) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options. The fair value of stock awards is determined based on the fair value of our common stock on the date of grant. Fair value measurements The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued wages approximate their estimated fair values because of the short-term nature of these instruments. In-process research and development In-process research and development relates to the value of 1,000,000 0.17 Research and development Research and development costs are expensed in the period when incurred. Income taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at July 31, 2023 or 2022. We recognize interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

New Accounting Pronouncements

New Accounting Pronouncements	12 Months Ended
	Jul. 31, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	Note 3. New Accounting Pronouncements 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.

Asset Purchase Agreement and As

Asset Purchase Agreement and Asset Purchase Liability	12 Months Ended
	Jul. 31, 2023
Asset Purchase Agreement And Asset Purchase Liability
Asset Purchase Agreement and Asset Purchase Liability	Note 4. Asset Purchase Agreement and Asset Purchase Liability On January 7, 2021, we entered into an Asset Purchase Agreement (the “APA”) with Prevacus, Inc. (“Prevacus”), pursuant to which we purchased the assets and all of the rights, interests and intellectual property in a certain drug program (ONP-002) for treating mild brain trauma (concussion) and the delivery device (collectively, the “Asset”) in exchange for (i) 7,000,000 The Milestone Consideration (“Milestone”) may be earned by Prevacus as follows: (i) 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 were not to exceed $6.0 million based on the price of our common stock on the date the payment would have been due. This milestone will not be met as the relevant patents lapsed; (ii) 1,000,000 shares of our common stock upon successful first dosing in a Phase I Clinical Trial for the Asset. This milestone was met in March 2022; (iii) 2,000,000 shares of our common stock upon the grant and issuance to us of a Patent for the Asset from the U.S. Patent and Trademark Office, the value of which shall not exceed $10.0 million 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 $1.0 million in a Non-Dilutive Financing relating directly to the development of the Asset within one year after the Closing Date or, in the event of 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. This milestone will not be met as the one-year deadline lapsed; (v) 2,000,000 shares of our common stock if we sell the Asset to a Third Party resulting in net proceeds to us of at least $50.0 million after a Phase IB Clinical Trial for which we are the sponsor is complete, but prior to completion of a Phase II Clinical Trial. The value of the 2,000,000 shares related to this milestone shall not exceed $25.0 million 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 $50.0 million; or (II) the administration of the first dose in a Phase III Clinical Trial for the Asset for which we are, or one of our affiliates or licensees is the sponsor; and (vii) 2,000,000 shares of our common stock after the first dosing in a Phase II Clinical Trial and the successful completion of a Phase 1B human clinical trial. All Milestone payments shall only be paid once, upon the initial achievement of the particular Milestone event. We, at our sole and absolute discretion, shall determine if any Milestone event has occurred. To extent the related milestones are not achieved, the above-mentioned Milestone payments will terminate and cease to exist, and we will no longer be liable thereunder, if said Milestone is not completed within four years after the Closing Date. See Note 5 for additional information. On March 1, 2021 (the “Closing Date”), our APA with Prevacus closed and we issued 6,000,000 shares of our common stock valued at $1.18 per share for the stock granted on the date of acquisition for $ 7,080,000 1,000,000 1,180,000 In addition, 1,000,000 1,180,000 We determined that, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730 Research and Development (ASC 730-10-25-2(c)) and pursuant to ASC 730-10-25-2(c), intangibles purchased from others for use in particular research and development projects and that have no alternative future use in research and development or otherwise, represent costs of research and development as acquired, and therefore are expensed when incurred. Accordingly, On March 1, 2021, the date of acquisition, we expensed $ 9,440,000

Fair Value, Commitments and Con

Fair Value, Commitments and Contingent Liabilities	12 Months Ended
	Jul. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value, Commitments and Contingent Liabilities	Note 5. Fair Value, Commitments and Contingent Liabilities 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 fiscal years ended July 31, 2023 or 2022. The carrying values of cash, prepaid expenses and other, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the fiscal year ended July 31, 2023. Contingent Liabilities At July 31, 2023 and 2022, 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 July 31, 2023 and 2022 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 remaining 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 July 31, 2023 2022 Carrying value $ 2,425,000 $ 1,580,000 Fair value $ 2,425,000 $ 1,580,000 Non-Financial Assets Non-financial assets, such as 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 fiscal 2023 or 2022.

Debt

Debt	12 Months Ended
	Jul. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 6. Debt Promissory Note On September 21, 2022, we entered into a promissory note for $ 30,000 8 On December 30, 2022, this promissory note was amended to extend the maturity date to January 31, 2023. On January 31, 2023, the note was extended to June 30, 2023. As consideration, the consultant was granted a five-year stock option for 50,000 On June 9, 2023, we amended this promissory note in order to convert the loan into 300,000 36,000 LGH Investments, LLC On September 29, 2022, we entered into Amendment No. 3 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH Investments, LLC (“LGH”). Pursuant to Amendment No. 3, the maturity date of the note was extended to December 31, 2022. As consideration, $ 115,000 On November 10, 2022, LGH provided notice to convert $ 300,000 1,500,000 On December 29, 2022, we entered into Amendment No. 4 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 4, the maturity date of the note was extended to March 31, 2023 35,000 50,000 On March 31, 2023, we entered into Amendment No. 5 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 5, the maturity date of the note was extended to June 30, 2023 20,000 1,030,000 On July 6, 2023, we entered into Amendment No. 6 to the Convertible Promissory Note to the Securities Purchase Agreement dated April 5, 2021, with LGH. Pursuant to the Amendment No. 6, the maturity date of the note was extended to December 31, 2023 25,000 8 1,055,000 Tysadco Partners, LLC/ClearThink Capital Partners, LLC On March 14, 2023, we entered into a Second Amendment to the Convertible Promissory Note (the “Second Amendment”) to the Securities Purchase Agreement dated August 29, 2021, with Tysadco Partners, LLC (“Tysadco”). Pursuant to the Second Amendment, the maturity date of the note was extended to December 31, 2023 0.20 0.30 100,000 500,000 175,000 Directors and Officers Promissory Notes On December 21, 2021, and December 22, 2021, we entered into a total of five Promissory Notes (the “Promissory 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 On June 30, 2023, we entered into five Promissory Note Amendments (the “Amendments”) to the Promissory Notes entered into December 21, 2021 and December 22, 2021, and as amended April 20, 2022, June 3, 2022, September 30, 2022, December 30, 2023 and March 31, 2023 with three directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes were extended to October 31, 2023 0.12 At July 31, 2023 and 2022, we had $ 16,058 6,063 Mast Hill Fund L.P. On December 13, 2022, we entered into a Securities Purchase Agreement (the “SPA”) with Mast Hill Fund, L.P. (“Mast Hill”). Pursuant to the SPA, we sold Mast Hill (i) an $ 870,000 10 0.12 2,000,000 4,000,000 723,868 30 213,725 13,443 On June 13, 2023, we entered into Amendment No. 1 to the SPA dated December 13, 2022. Pursuant to the Amendment, we (i) increased the principal balance by $ 50,000 920,000 1,000,000 0.20 28,448 June 13, 2024 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 $ 350,000 315,000 420,000 197,400 We paid Alliance Global Partners, LLP (“A.G.P.”) as a placement agent a fee of $ 25,200 6,500 31,700 Accredited Investors Note Purchase Agreement On July 7, 2023, we received a $ 150,000 500,000 350,000 500,000 Notes Payable Outstanding Schedule of Notes Payable July 31, July 31, 2023 2022 Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share $ 1,055,000 $ 1,180,000 Promissory notes issued to officers and directors due October 31, 2023, with an interest rate of 8.0% per annum (see Note 10) 125,000 125,000 Note purchase agreement issued to an accredited investor due August 15, 2024, with an interest rate of 12% per annum 150,000 – ClearThink convertible promissory note payable due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 275,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 920,000 – 2,425,000 1,580,000 Unamortized beneficial conversion feature, debt discount and closing costs (280,340 ) (48,063 ) $ 2,144,660 $ 1,531,937

Stock-Based Compensation

Stock-Based Compensation	12 Months Ended
	Jul. 31, 2023
Equity [Abstract]
Stock-Based Compensation	Note 7. 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 2021 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 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 2021 Plan is 20,000,000. At July 31, 2023, no shares remained available for future issuances and 19,475,000 2,545,000 Grants to Directors, Officers and Named Executive Officers Pursuant to the 2021 Plan On September 14, 2021, three independent Board members each received 500,000 0.45 500,000 0.73 795,951 On May 19, 2022, the Board granted options exercisable for 500,000 750,000 600,000 524,362 148,238 On October 14,2022, The Board granted Ms. Farrell, granted options exercisable for 500,000 shares of our common stock vesting upon a listing to a higher exchange. The exercise price is $0.318 and the options have a 10 year expiration. During fiscal 2023, we recognized $120,735 of stock-based compensation related to these awards as a component of General and administrative. On January 12, 2023, three independent Board members each received 500,000 0.30 243,750 In January 2023, one independent director retired and voluntarily forfeited all vested and unvested equity awards, which resulted in a reversal of stock-based compensation of $ 68,497 On January 12, 2023, Mr. Redmond and Ms. Farrell, our two executive officers, each received 500,000 RSUs with a value of $0.30 per share. 100,000 shares vested immediately, and 400,000 vest on December 31, 2023. During fiscal 2023, we recognized $201,816 of stock-based compensation related to these awards as a component of General and administrative. During fiscal 2023, we recognized total $866,784 of RSU stock-based compensation as a component of General and administrative. Stock Options Stock option activity during fiscal 2023 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 6,500,000 0.22 Options canceled or expired (1,350,000 ) (0.38 ) Options outstanding at July 31, 2023 11,795,000 $ 0.34 Criteria used for determining the Black-Scholes value of options granted were as follows: Schedule of assumptions Year Ended July 31, 2023 2022 Expected stock price volatility 140 151 137 149 Risk free interest rate 2.73 4.25 1.17 3.02 Expected life of options (years) 3.0 10.0 3.0 10.0 Expected dividend yield – – Restricted Stock Units (“RSUs”) RSU activity during fiscal 2023 was as follows: Schedule of RSU activity Number of RSUs Weighted Average Grant Date Fair Value RSUs outstanding at July 31, 2022 2,189,695 $ 0.23 RSUs issued 2,800,000 0.30 RSUs vested (934,141 ) 0.60 RSUs forfeited (1,000,000 ) (1.10 ) RSUs outstanding at July 31, 2023 3,055,554 $ 0.28 Warrants Warrant activity during fiscal 2023 was as follows: Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2022 7,558,607 $ 0.69 Warrants issued 7,000,000 0.20 Warrants outstanding at July 31, 2023 14,558,607 $ 0.46 Unrecognized Stock-Based Compensation Costs At July 31, 2023, we had total unrecognized stock-based compensation of $ 1,116,020 .74

Common Stock

Common Stock	12 Months Ended
	Jul. 31, 2023
Equity [Abstract]
Common Stock	Note 8. Common Stock Return of 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 restricted stock shares were returned to treasury. 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 On February 2, 2022, LBL Professional Consulting, Inc., a shareholder, returned 7,500,000 On July 27, 2022, PLC Investments, Inc., a shareholder, returned 7,370,000 In September and October 2022, two shareholders returned at total of 8,800,000 8,800 Common Stock Issued for Services On February 9, 2022, in connection with an investor relations consulting agreement with Tysadco, we issued Tysadco 3,000,000 0.53 1,590,000 On May 8, 2022, we entered into a six-month consulting agreement for investor relations services. We granted the investor relations firm 45,000 0.37 16,650 On May 19, 2022, we entered into a six-month consulting agreement for investor relations services. We granted the investor relations firm 500,000 0.23 115,000 On June 10, 2022, in connection with our agreement with Prevacus entered into on March 1, 2021, we issued Prevacus 1,000,000 On July 20, 2022, we entered into a consulting agreement for investor relations services. We granted the investor relations firm 200,000 0.20 40,000 In September and October 2022 and March 2023, in connection with entering into consulting agreements, we issued consultants 2,300,000 0.19 433,800 Reverse Split At our annual stockholder meeting held on January 12, 2023, 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 in a range of not less than two shares and not more than 200 shares at any time on or before December 31, 2023. 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. Tysadco Partners On October 18, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with Tysadco Partners (“Tysadco”) pursuant to which we received $ 250,000 1,500,000 833,333 0.50 In June 2021, we sold 500,000 0.59 500,000 1.00 295,000 250,000 45,000 Lincoln Park Capital Fund October 2021 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 August 2020 Securities Purchase Agreement On August 14, 2020, we entered into a Purchase Agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “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 Upon entering into the LPC Purchase Agreement, we sold 602,422 250,000 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. At July 31, 2021, we paid A.G.P. a total of $ 97,718 13,750 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 0.50 220,000 August 6, 2024 Shares purchased by LPC, including the initial purchase, are summarized below: Schedule of Shares purchased Purchase Date Number of Shares Purchased Average Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.41 $ 250,000 $ 10,000,000 January 2021 200,000 0.18 35,080 9,964,920 February 2021 330,106 0.63 206,798 9,758,122 March 2021 1,020,798 0.96 979,597 8,778,525 August 2021 600,000 0.40 237,940 8,540,585 September 2021 374,482 0.35 129,096 8,411,489 February 2022 100,000 0.52 51,500 8,359,989 March 2022 100,000 0.49 48,700 8,311,289 July 2022 421,119 0.19 81,556 8,229,733 August 2022 233,591 0.17 39,610 8,190,124 September 2022 200,000 0.15 29,000 8,161,124 October 2022 700,000 0.25 172,100 7,989,024 November 2022 800,000 0.19 154,320 7,834,704 December 2022 300,000 0.15 46,000 7,788,704 February 2023 600,000 0.11 66,750 7,721,953 March 2023 500,000 0.10 48,520 7,673,434 April 2023 200,000 0.08 16,420 7,657,014 June 2023 100,000 0.08 7,500 7,649,514 7,382,518 $ 2,600,487 See Note 13 for information regarding subsequent sales to LPC. LGH In connection with an amendment to the LGH Note, dated February 1, 2022, we issued LGH 100,000 51,000 Private Placement On February 2, 2022, we entered into an agreement to raise money through a private investment in a public entity (“PIPE”). We offered up to 14,285,714 0.35 0.70 5 The Offering was made on a “Minimum” basis, meaning a minimum amount of money must be raised. The minimum amount of $ 1,000,000 2,870,800 1,435,400 1,004,780 849,302 On May 3, 2022, the second closing of the PIPE occurred, pursuant to which we issued 1,187,572 1,187,572 0.25 593,786 415,650 374,085 608,755 0.35 In connection with the Offering, we paid Laidlaw & Company (UK) Ltd. (“Laidlaw”), our introducing broker, 10% of the proceeds, or $ 100,478 We filed a Form S-1 on July 29, 2022 to register all shares issued and issuable pursuant to the PIPE and it became effective on August 9, 2022. Prevacus Option Agreement On November 21, 2022, we entered into an Option to Purchase Intellectual Property Agreement (the “Option Agreement”) with Prevacus, Inc., which expired May 20, 2023. We had the option to purchase and acquire from Prevacus, free and clear of all encumbrances, 100% of Prevacus’ right, title, and interest in the worldwide and USPTO Patents to ONP-001 and one Enantiomer. As consideration, we issued Prevacus 1,000,000 0.17 170,000 2,000,000 1,000,000 Common Stock Issued in Connection with Debt Financings As discussed above in Note 6, we issued the following shares of our common stock in connection with debt financings during fiscal 2023 and 2022: · 200,000 17,718 · 100,000 51,000 · 213,725 13,443 · 1,500,000 300,000 · 500,000 100,000 · 300,000 36,000 · 560,000 40,250 1,750

Income Taxes

Income Taxes	12 Months Ended
	Jul. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Note 9. Income Taxes We file income tax returns in the U.S. federal jurisdiction and the various states in which we operate. We registered with the Franchise Tax Board in the State of California in tax year 2020. Our tax returns are not currently under examination for any year. Our deferred tax assets consist of federal net operating loss carryforwards that expire through the year 2036. The deferred tax assets are net of a 100% valuation allowance as it is more likely than not at this time the deferred tax assets will not be realized within the carryforward period due to substantial uncertainty as to our ability to continue as a going concern (Note 1). The following table reconciles the U.S. federal statutory rate to our effective tax rate: Schedule of effective income tax rate reconciliation For the year ended July 31, 2023 2022 US federal statutory rates 21% 21% Valuation allowance (21)% (21)% Effective tax rate 0% 0% Our tax provision (benefit) was as follows: Schedule of components of income tax expense (Benefit) For the year ended July 31, 2023 2022 Current deferred $ 485,300 $ 885,400 Increase in valuation allowance (485,300 ) (885,400 ) Total $ – $ – Our net deferred tax asset was as follows: Schedule of deferred tax assets and liabilities July 31, 2023 2022 Deferred tax asset $ 2,960,400 $ 2,475,100 Valuation allowance (2,960,400 ) (2,475,100 ) Net deferred tax asset $ – $ – As of July 31, 2023, we had $ 13,745,873 We provide for a valuation allowance when it is more likely than not that they will not realize a portion of the deferred tax assets. We established a valuation allowance against our net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit from such deferred tax assets in the accompanying financial statements. We reviewed the issuance of stock to certain senior executives who received stock in conjunction with becoming an officer and director. In this case, as an officer and director of a publicly-traded company, the sale of shares could be subject to the short-swing profits rules of Securities Exchange Act Section 16(b) and is subject to a substantial risk of forfeiture per IRC § 83 (c)(3)(A). Given that such stock is subject to a substantial risk of forfeiture, such stock is treated as nonvested stock under IRC § 83. As the stock received was nonvested stock, income inclusion is deferred until the year in which the stock vests unless the employee makes an affirmative election to include income in the year of receipt. We reviewed all income tax positions taken or that are expected to be taken for all open years and determined that our income tax positions are appropriately stated and supported for all open years. We are subject to U.S. federal income tax examinations by tax authorities for years after 2022 due to unexpired net operating loss carryforwards originating in and subsequent to that year. We may be subject to income tax examinations for the various taxing authorities which vary by jurisdiction. Our policy is to record interest and penalties associated with unrecognized tax benefits as additional income taxes in the statements of operations. As of July 31, 2023, there were no

Related Party Transactions

Related Party Transactions	12 Months Ended
	Jul. 31, 2023
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 Consolidated Balance Sheets: Schedule of related party payables July 31, 2023 2022 Joseph M. Redmond, CEO $ 668 $ 2,642 Christine Farrell, CFO 1,633 745 $ 2,301 $ 3,387 The amount of unpaid salary and bonus due to our officers was included in Accrued wages on our Consolidated Balance Sheets and was as follows: Schedule of accrued wages July 31, 2023 2022 Joseph M. Redmond, CEO $ 935,831 $ 696,154 Christine Farrell, CFO 257,771 124,617 $ 1,193,602 $ 820,771 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 See Note 6 for a discussion of $ 25,000 See Note 7 for a discussion of RSUs and stock option grants to each of our four directors, two officers and Dr. VanLandingham. Related Party Transaction On March 1, 2021, as part of the Prevacus APA and Dr. VanLandingham’s employment agreement, Dr. VanLandingham was granted 1,000,000 941,000 250,000 shares vested on signing of closing documents; 250,000 shares vest on Phase 1A first dosing of human, 250,000 shares vest on Phase 1B first dosing of human; and 250,000 shares vest upon us being accepted on NASDAQ. 37,872 295,845 11,138 In March, May and December 2021, November and December 2022 and January 2023, we entered into loans with Prevacus Inc. for a total of $25,192. The loans have an annual interest rate of 3% per annum. At July 31, 2023, accrued interest totaled $930 and to date the loans had not been repaid and continue to accrue interest. At July 31, 2023, we have advanced Dr. VanLandingham $ 35,700

Donation Received

Donation Received	12 Months Ended
	Jul. 31, 2023
Donation Received
Donation Received	Note 11. Donation Received On January 5, 2022, we received a donation in the amount of $ 500,000

Research and Development Rebate

Research and Development Rebate due from Australian Government	12 Months Ended
	Jul. 31, 2023
Research and Development [Abstract]
Research and Development Rebate due from Australian Government	Note 12. Research and Development Rebate due from Australian Government We incurred expenses related to our Phase I clinical trial of our concussion drug device combination that are eligible for the Australian research and development rebate which were recorded as an offset to research and development expense as follows: Schedule of research and development rebate For the year ended July 31, 2023 2022 Research and development expense offset $ 261,738 $ 538,135

Subsequent Events

Subsequent Events	12 Months Ended
	Jul. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 13. Subsequent Events LPC Subsequent to July 31, 2023 and through October 30, 2023, we sold 500,000 shares of our common stock to LPC for total proceeds of $45,820. As of October 30, 2023, LPC had purchased a total of 7,882,518 shares of our common stock for total proceeds of $2,646,306 and the remaining purchase availability was $7,603,694 and the remaining shares available were 11,388,846. Mast Hill On August 7, 2023, pursuant to the SPA, Mast Hill converted a portion of their warrant exercisable for 2,000,000 shares of our common stock into 1,610,390 shares of our common stock at an exercise price of $0.075 per share. Following this conversion, 389,610 shares remained available pursuant to this warrant. Note Purchase Agreement On August 15, 2023, we entered into a $500,000 Note Purchase Agreement (the “NPA”) with two accredited investors. Pursuant to the terms and conditions as set forth in the NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or completion of a Senior Exchange Listing of, or a Spinout (“Spinco”) of, our ONP Technology, (ii) interest shall accrue at a rate of 12% per annum, (iii) the note is convertible at our option into shares of Spinco common stock at a price that is 70% of Spinco’s IPO price, and (iv) Common Stock Purchase Warrants which permit each investor to acquire a number of shares of common stock of Spinco equal to 200% of such investor’s original face amount of the loan divided by the IPO price of Spinco. LGH Promissory Note On August 28, 2023, we paid LGH $30,000 of principal on their outstanding promissory note due December 31, 2023. Following this payment, $1,025,000 of principal remained outstanding. Mast Hill Promissory Note On September 13, 2023 we paid Mast Hill $100,000 of principal and $26,382 of interest on their outstanding promissory note due June 13, 2024. Following this payment, $820,000 of principal and no accrued interest remained due. On October 9, 2023, Mast Hill converted $47,653 together with $637 interest, and $1,750 for fees totaling $50,040 into 417,000 shares of common stock at a conversion price of $0.12 per share. Following this conversion, $727,451 of principal remained outstanding. Oragenics, Inc. On October 4, 2023, we entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Oragenics, Inc. (“Oragenics” the “Purchaser”). Pursuant to the Purchase Agreement, the we have agreed to sell and assign, certain assets and certain liabilities related to a segment of Odyssey’s business focused on developing medical products that treat brain related illnesses and diseases (the “Purchased Assets”) to Oragenics in exchange for (i) $1,000,000 in cash and 8,000,000 shares of convertible Series F Preferred Stock (“Series F Preferred Stock”), on and subject to the terms and conditions set forth therein (such transaction, the “Odyssey Asset Purchase”). The Purchased Assets include drug candidates for treating mild traumatic brain injury (mTBI), also known as concussion, and for treating Niemann Pick Disease Type C (NPC), as well as our proprietary powder formulation and its nasal delivery device. We received $500,000 upon the execution of the Purchase Agreement on October 4, 2023 and will receive the additional $500,000 upon the earlier of (a) the closing of the Purchase Agreement (the “Closing”), (b) within three (3) business days after the date that the Company has obtained the its stockholders’ approval approving the Odyssey Asset Purchase and (c) immediately upon the Purchasers’ wrongful termination of the Purchase Agreement in breach of the Purchase Agreement. The closing of the Asset Purchase is expected to be at the end of the fourth calendar quarter of 2023, subject to the satisfaction of customary closing conditions, which include: (1) we shall have obtained all required consents to the Odyssey Asset Purchase; (2) We shall have obtained shareholder approval to the Asset Purchase; (3) the Oragenics’ shareholders shall have approved (a) the increase in the its authorized Common Stock from 4,166,666 to 350,000,000 and (b) the conversion of the Series F Preferred Stock into Common Stock; (4) no material adverse change shall have occurred to the Purchased Assets; (5) Oragenics must have at least $5,000,000 in cash at Closing; and (6) Oragenics must have completed its due diligence of the Purchased Assets to its satisfaction. At the Closing, Oragenics will issue 8,000,000 shares of convertible Series F Preferred Stock to Odyssey, 1,592,000 of which will automatically convert into 1,592,0000 shares of Oragenics common stock, resulting in Odyssey holding 19.9% of Oragenics common stock. As of October 27, 2023, Oragenics common stock traded at $3.37 per share. At this price, the 8,000,000 shares of convertible Series F Preferred Stock would be valued at $27 million and the 19.9% 1,592,000 shares of Oragenics common stock would be valued at $5.4 million. The remaining 6,408,000 shares of convertible Series F Preferred Stock will convert upon certain listing and change in control criteria being achieved. OTCQB On October 4, 2023, we uplisted to the OTCQB Market. Resignation of Director and Employment Matters On October 5, 2023, John Gandolfo resigned as a director of the Company. On October 19, 2023, Mr. Gandolfo converted his convertible promissory note plus accrued interest into 238,792 shares of our common stock at an exercise price of $0.12 per share. On October 26, 2023, Dr. VanLandingham separated his employment from the Company as Technical Lead and was engaged on a contractual basis to continue working on the ONP-002 concussion drug clinical research and development. At October 26, 2023, the Company owed Dr. VanLandingham $31,838 and his incentive stock options will continue to vest as long as he remains a consultant.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Jul. 31, 2023
Accounting Policies [Abstract]
Basis of consolidation	Basis of consolidation The consolidated financial statements include the accounts of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd (collectively, the “Company”). All intercompany balances and transactions have been eliminated.
Use of estimates	Use of estimates The preparation of financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) generally requires management to make estimates and assumptions that affect amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.
Basis of accounting	Basis of accounting We measure all of our assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.
Research and development rebate due from the Australian government	Research and development rebate due from the Australian government We receive a 43.5% rebate at the end of each fiscal year from the Australian government on all research and development performed in Australia. We record the rebate as expenses are incurred as an offset to research and development.
Prepaid expenses and other current assets	Prepaid expenses and other current assets Prepaid expenses and other current assets consist of loans and advances receivable and prepaid insurance. At July 31, 2023 there were no impairment concerns.
Property and equipment, net	Property and equipment, net As of July 31, 2022, all property and equipment was fully depreciated. Depreciation was recorded on a straight-line basis over the estimated useful lives of the assets. We recognized depreciation expense of $ 0 414
Intangible assets, net	Intangible assets, net Intangible assets consist of costs related to a patent for our ONP-002 drug device combination are analyzed for potential impairment at least annually or whenever events or changes in circumstances indicate the carrying value may not be recoverable and exceeds the fair value, which is the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the intangible assets. We recognized amortization expense of $ 3,416 2,374 Future amortization of intangible assets is as follows: Schedule of future amortization expense assets Fiscal 2024 $ 3,708 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total $ 49,905
Beneficial conversion feature of convertible notes payable	Beneficial conversion feature of convertible notes payable The beneficial conversion feature (“BCF”) of a convertible note (Note 6) is normally characterized as the convertible portion or feature of certain notes payable that provide a rate of conversion that is below market value or in-the-money when issued. We record a BCF related to the issuance of a convertible note when issued. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded upon the occurrence of the event. The BCF of a convertible note is a reduction of the carrying amount of the convertible note equal to the intrinsic value of the conversion feature, both of which are credited to additional paid-in-capital and such discount is amortized over the expected term of the convertible note (or to the conversion date of the note, if sooner) and is charged to interest expense.
Net loss per share	Net loss per share Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the year. Diluted net loss per share is computed giving effect to all potentially dilutive common stock and common stock equivalents, including stock options, convertible notes, RSUs and warrants. Basic and diluted net loss per share were the same for all years presented as we were in a loss position for all periods. The following securities were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive: Schedule of antidilutive shares Fiscal Year Ended July 31, 2023 2022 Options to purchase common stock 11,795,000 6,645,000 Equivalent shares of convertible notes into common stock 25,547,822 7,303,333 Warrants to purchase common stock 14,558,607 7,558,607 Unvested restricted stock units 3,055,554 2,189,695 Total potentially dilutive securities 54,956,983 23,696,635
Stock-based compensation	Stock-based compensation We recognize stock-based compensation expense for all restricted stock and stock option awards made to employees, directors and independent contractors. The fair value of stock option awards (Note 7) is estimated at the grant date using the Black-Scholes option-pricing model, and the portion that is ultimately expected to vest is recognized as compensation cost over the requisite service period. We have elected to recognize compensation expense for all options with graded vesting on a straight-line basis over the vesting period of the entire option. The determination of fair value using the Black-Scholes pricing model is affected by our stock price, as well as by assumptions regarding a number of complex and subjective variables, including expected stock price volatility, risk free interest rate, expected dividends and projected stock option exercise behaviors. We estimate volatility based on historical volatility of our common stock, and estimate the expected term based on several criteria, including the vesting period of the grant and the term of the award. We estimate stock option exercise behavior based on assumptions regarding future exercise activity of unexercised, outstanding options. The fair value of stock awards is determined based on the fair value of our common stock on the date of grant.
Fair value measurements	Fair value measurements The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued wages approximate their estimated fair values because of the short-term nature of these instruments.
In-process research and development	In-process research and development In-process research and development relates to the value of 1,000,000 0.17
Research and development	Research and development Research and development costs are expensed in the period when incurred.
Income taxes	Income taxes Income taxes are accounted for based upon an asset and liability approach. Accordingly, deferred tax assets and liabilities arise from the difference between the tax basis of an asset or liability and its reported amount in the financial statements. Deferred tax amounts are determined using the tax rates expected to be in effect when the taxes will actually be paid or refunds received, as provided under currently enacted tax law. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. Income tax expense or benefit is the tax payable or refundable, respectively, for the period plus or minus the change in deferred tax assets and liabilities during the period. Accounting guidance requires the recognition of a financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant tax authority. We believe our income tax filing positions and deductions will be sustained upon examination and, accordingly, no reserves or related accruals for interest and penalties have been recorded at July 31, 2023 or 2022. We recognize interest and penalties on unrecognized tax benefits as well as interest received from favorable tax settlements within income tax expense.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Jul. 31, 2023
Accounting Policies [Abstract]
Schedule of future amortization expense assets	Schedule of future amortization expense assets Fiscal 2024 $ 3,708 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total $ 49,905
Schedule of antidilutive shares	Schedule of antidilutive shares Fiscal Year Ended July 31, 2023 2022 Options to purchase common stock 11,795,000 6,645,000 Equivalent shares of convertible notes into common stock 25,547,822 7,303,333 Warrants to purchase common stock 14,558,607 7,558,607 Unvested restricted stock units 3,055,554 2,189,695 Total potentially dilutive securities 54,956,983 23,696,635

Fair Value, Commitments and C_2

Fair Value, Commitments and Contingent Liabilities (Tables)	12 Months Ended
	Jul. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fixed-rate debt	Schedule of fixed-rate debt July 31, 2023 2022 Carrying value $ 2,425,000 $ 1,580,000 Fair value $ 2,425,000 $ 1,580,000

Debt (Tables)

Debt (Tables)	12 Months Ended
	Jul. 31, 2023
Debt Disclosure [Abstract]
Schedule of Notes Payable	Schedule of Notes Payable July 31, July 31, 2023 2022 Convertible note issued to LGH due December 31, 2023, with a set interest amount of $84,000 through July 7, 2023, then an interest rate of 8.0% per annum of the then outstanding principal of $1,055,000 and convertible at $0.12 per share $ 1,055,000 $ 1,180,000 Promissory notes issued to officers and directors due October 31, 2023, with an interest rate of 8.0% per annum (see Note 10) 125,000 125,000 Note purchase agreement issued to an accredited investor due August 15, 2024, with an interest rate of 12% per annum 150,000 – ClearThink convertible promissory note payable due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 275,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 920,000 – 2,425,000 1,580,000 Unamortized beneficial conversion feature, debt discount and closing costs (280,340 ) (48,063 ) $ 2,144,660 $ 1,531,937

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	12 Months Ended
	Jul. 31, 2023
Equity [Abstract]
Schedule of stock option activity	Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2022 6,645,000 $ 0.46 Options granted 6,500,000 0.22 Options canceled or expired (1,350,000 ) (0.38 ) Options outstanding at July 31, 2023 11,795,000 $ 0.34
Schedule of assumptions	Schedule of assumptions Year Ended July 31, 2023 2022 Expected stock price volatility 140 151 137 149 Risk free interest rate 2.73 4.25 1.17 3.02 Expected life of options (years) 3.0 10.0 3.0 10.0 Expected dividend yield – –
Schedule of RSU activity	Schedule of RSU activity Number of RSUs Weighted Average Grant Date Fair Value RSUs outstanding at July 31, 2022 2,189,695 $ 0.23 RSUs issued 2,800,000 0.30 RSUs vested (934,141 ) 0.60 RSUs forfeited (1,000,000 ) (1.10 ) RSUs outstanding at July 31, 2023 3,055,554 $ 0.28
Schedule of warrant activity	Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2022 7,558,607 $ 0.69 Warrants issued 7,000,000 0.20 Warrants outstanding at July 31, 2023 14,558,607 $ 0.46

Common Stock (Tables)

Common Stock (Tables)	12 Months Ended
	Jul. 31, 2023
Equity [Abstract]
Schedule of Shares purchased	Schedule of Shares purchased Purchase Date Number of Shares Purchased Average Purchase Price per Share Total Purchase Price Remaining Purchase Availability August 14, 2020 602,422 $ 0.41 $ 250,000 $ 10,000,000 January 2021 200,000 0.18 35,080 9,964,920 February 2021 330,106 0.63 206,798 9,758,122 March 2021 1,020,798 0.96 979,597 8,778,525 August 2021 600,000 0.40 237,940 8,540,585 September 2021 374,482 0.35 129,096 8,411,489 February 2022 100,000 0.52 51,500 8,359,989 March 2022 100,000 0.49 48,700 8,311,289 July 2022 421,119 0.19 81,556 8,229,733 August 2022 233,591 0.17 39,610 8,190,124 September 2022 200,000 0.15 29,000 8,161,124 October 2022 700,000 0.25 172,100 7,989,024 November 2022 800,000 0.19 154,320 7,834,704 December 2022 300,000 0.15 46,000 7,788,704 February 2023 600,000 0.11 66,750 7,721,953 March 2023 500,000 0.10 48,520 7,673,434 April 2023 200,000 0.08 16,420 7,657,014 June 2023 100,000 0.08 7,500 7,649,514 7,382,518 $ 2,600,487

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Jul. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	Schedule of effective income tax rate reconciliation For the year ended July 31, 2023 2022 US federal statutory rates 21% 21% Valuation allowance (21)% (21)% Effective tax rate 0% 0%
Schedule of components of income tax expense (Benefit)	Schedule of components of income tax expense (Benefit) For the year ended July 31, 2023 2022 Current deferred $ 485,300 $ 885,400 Increase in valuation allowance (485,300 ) (885,400 ) Total $ – $ –
Schedule of deferred tax assets and liabilities	Schedule of deferred tax assets and liabilities July 31, 2023 2022 Deferred tax asset $ 2,960,400 $ 2,475,100 Valuation allowance (2,960,400 ) (2,475,100 ) Net deferred tax asset $ – $ –

Related Party Transactions (Tab

Related Party Transactions (Tables)	12 Months Ended
	Jul. 31, 2023
Related Party Transactions [Abstract]
Schedule of related party payables	Schedule of related party payables July 31, 2023 2022 Joseph M. Redmond, CEO $ 668 $ 2,642 Christine Farrell, CFO 1,633 745 $ 2,301 $ 3,387
Schedule of accrued wages	Schedule of accrued wages July 31, 2023 2022 Joseph M. Redmond, CEO $ 935,831 $ 696,154 Christine Farrell, CFO 257,771 124,617 $ 1,193,602 $ 820,771

Research and Development Reba_2

Research and Development Rebate due from Australian Government (Tables)	12 Months Ended
	Jul. 31, 2023
Research and Development [Abstract]
Schedule of research and development rebate	Schedule of research and development rebate For the year ended July 31, 2023 2022 Research and development expense offset $ 261,738 $ 538,135

Nature of Operations and Goin_2

Nature of Operations and Going Concern (Details Narrative) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 60,097,375	$ 54,177,954
Cash and cash equivalents	$ 36,865

Summary of Significant Accoun_4

Summary of Significant Accounting Policies (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Accounting Policies [Abstract]
Fiscal 2024	$ 3,708
Fiscal 2025	3,685
Fiscal 2026	3,685
Fiscal 2027	3,685
Fiscal 2028	3,685
Thereafter	31,457
Total	$ 49,905	$ 43,260

Summary of Significant Accoun_5

Summary of Significant Accounting Policies (Details - Antidilutive shares) - shares	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	54,956,983	23,696,635
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	11,795,000	6,645,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	25,547,822	7,303,333
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	14,558,607	7,558,607
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	3,055,554	2,189,695

Summary of Significant Accoun_6

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Defined Benefit Plan Disclosure [Line Items]
Depreciation expense	$ 0	$ 414
Amortization expense	$ 3,416	$ 2,374
Issuance of common stock shares		0
Prevacus [Member]
Defined Benefit Plan Disclosure [Line Items]
Issuance of common stock shares	1,000,000
Issuance of common stock price per share	$ 0.17

Asset Purchase Agreement and _2

Asset Purchase Agreement and Asset Purchase Liability (Details Narrative) - Prevacus [Member] - Asset Purchase Agreement [Member] - USD ($)	Mar. 01, 2021	Jan. 07, 2021
Defined Benefit Plan Disclosure [Line Items]
Stock issued for assets, shares		7,000,000
Stock issued for assets, value	$ 7,080,000
Stock withheld for payment of liabilities, shares	1,000,000
Stock withheld for payment of liabilities, value	$ 1,180,000
Stock issued for probable Milestone consideration, shares	1,000,000
Stock issued for probable Milestone consideration, value	$ 1,180,000
Research and development	$ 9,440,000

Fair Value (Details)

Fair Value (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Fair Value Disclosures [Abstract]
Carrying value	$ 2,425,000	$ 1,580,000
Fair value	$ 2,425,000	$ 1,580,000

Debt (Details)

Debt (Details) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Debt Instrument [Line Items]
Notes Payable	$ 2,425,000	$ 1,580,000
Unamortized debt discount and closing costs	(280,340)	(48,063)
Notes Payable current	2,144,660	1,531,937
Convertible Notes [Member] | L G H [Member]
Debt Instrument [Line Items]
Notes Payable	1,055,000	1,180,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Notes Payable	125,000	125,000
Promissory Notes 1 [Member]
Debt Instrument [Line Items]
Notes Payable	150,000	0
Promissory Notes 2 [Member]
Debt Instrument [Line Items]
Notes Payable	175,000	275,000
Notes [Member] | Mast Hill [Member]
Debt Instrument [Line Items]
Notes Payable	$ 920,000	$ 0

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

1 Months Ended

12 Months Ended

Jul. 07, 2023

Jul. 06, 2023

Jun. 30, 2023

Jun. 13, 2023

Jun. 09, 2023

Mar. 31, 2023

Mar. 14, 2023

Dec. 29, 2022

Dec. 13, 2022

Nov. 10, 2022

Sep. 29, 2022

May 03, 2022

Feb. 02, 2022

Aug. 14, 2020

Jan. 31, 2023

Jul. 31, 2023

Jul. 31, 2022

Jul. 31, 2021

Sep. 21, 2022

Debt Instrument [Line Items]

Accrued interest

$ 142,032

$ 110,063

Fair value

2,425,000

1,580,000

Proceeds from notes payable

903,868

$ 375,000

Stock issued new, shares

1,187,572

14,285,714

Stock issued new, value

$ 580,220

2,469,222

The Promissory Notes [Member]

Debt Instrument [Line Items]

Interest rate period

8%

Proceeds from Debt

$ 125,000

Accrued interest

16,058

$ 6,063

The Amendments [Member]

Debt Instrument [Line Items]

Maturity date

Oct. 31, 2023

Conversion price per share

$ 0.12

L G H Investments L L C [Member]

Debt Instrument [Line Items]

Conversion of debt, shares

1,500,000

Converted amount

$ 300,000

Accredited Investor [Member]

Debt Instrument [Line Items]

Advance from related party

$ 150,000

Two Accredited Investor [Member]

Debt Instrument [Line Items]

Advance from related party

350,000

Securities Purchase Agreement [Member] | Tysadco Partners L L C [Member]

Debt Instrument [Line Items]

Converted amount

$ 100,000

Maturity date

Dec. 31, 2023

Converted shares

500,000

Conversion amount

$ 175,000

Securities Purchase Agreement [Member] | Tysadco Partners L L C [Member] | Minimum [Member]

Debt Instrument [Line Items]

Conversion price per share

$ 0.20

Securities Purchase Agreement [Member] | Tysadco Partners L L C [Member] | Maximum [Member]

Debt Instrument [Line Items]

Conversion price per share

$ 0.30

Note Purchase Agreement [Member] | Accredited Investor [Member]

Debt Instrument [Line Items]

Advance from related party

500,000

Note Purchase Agreement [Member] | Two Accredited Investor [Member]

Debt Instrument [Line Items]

Advance from related party

$ 500,000

Mr Joseph Michael Redmond [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Ms Christine M Farrell [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr Jerome H Casey [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr John P Gandolfo [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

25,000

Mr Ricky W Richardson [Member] | The Promissory Notes [Member]

Debt Instrument [Line Items]

Loans payable

$ 25,000

Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Debt face amount

$ 870,000

Interest rate period

10%

Conversion price per share

$ 0.12

Proceeds from debt

$ 723,868

Line of credit percentage

30%

Number of shares issued other

213,725

Number of value issued other

$ 13,443

Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Warrant [Member]

Debt Instrument [Line Items]

Purchase warrant

2,000,000

Mast Hill Fund L P [Member] | Securities Purchase Agreement [Member] | Default Warrants [Member]

Debt Instrument [Line Items]

Purchase warrant

4,000,000

Mast Hill Fund L P [Member] | Amendment [Member]

Debt Instrument [Line Items]

Debt face amount

$ 920,000

Maturity date

Jun. 13, 2024

Principal balance

$ 50,000

Number of shares purchased

1,000,000

Share price

$ 0.20

Fair value

$ 28,448

Promissory Note [Member]

Debt Instrument [Line Items]

Conversion of debt, shares

300,000

Converted amount

$ 36,000

Promissory Note [Member] | Investor Relations Consultant [Member]

Debt Instrument [Line Items]

Debt face amount

$ 30,000

Interest rate

8%

Option granted

50,000

Convertible Promissory Note [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Principal amount outstanding

$ 20,000

Maturity date

Jun. 30, 2023

Outstanding converible note

$ 1,030,000

Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | L G H Investments L L C [Member]

Debt Instrument [Line Items]

Principal amount outstanding

$ 115,000

Convertible Promissory Note [Member] | L G H Amendment [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Maturity date

Mar. 31, 2023

Securities Purchase Agreement [Member] | L G H Amendment [Member]

Debt Instrument [Line Items]

Repaid outstanding convertible note

$ 35,000

Outstanding convertible note

$ 50,000

Convertible Promissory Note 1 [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Principal amount outstanding

$ 25,000

Maturity date

Dec. 31, 2023

Outstanding converible note

$ 1,055,000

Interest rate period

8%

Labrys Note [Member] | Labrys [Member] | Labrys Spa [Member]

Debt Instrument [Line Items]

Debt face amount

$ 350,000

Proceeds from notes payable

$ 315,000

Stock issued new, shares

420,000

Stock issued new, value

$ 197,400

Placement agent a fee

25,200

Other closing costs

6,500

Total closing costs

$ 31,700

Stock-Based Compensation (Detai

Stock-Based Compensation (Details - Stock Option Activity)	12 Months Ended
	Jul. 31, 2023 $ / shares shares
Equity [Abstract]
Options outstanding at beginning | shares	6,645,000
Weighted average exercise price at beginning	$ 0.46
Options granted	6,500,000
Weighted average exercise price granted	$ 0.22
Options expired or cancelled | shares	(1,350,000)
Weighted average exercise price cancelled	$ (0.38)
Options outstanding at end | shares	11,795,000
Weighted average exercise price at ending	$ 0.34

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details - Assumptions) - Equity Option [Member]	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%	0%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility	140%	137%
Risk free interest rate	2.73%	1.17%
Expected life of options (years)	3 years	3 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility	151%	149%
Risk free interest rate	4.25%	3.02%
Expected life of options (years)	10 years	10 years

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	12 Months Ended
	Jul. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
RSUs outstanding, beginning balance | shares	2,189,695
Weighted average exercise price restricted stock units at beginning | $ / shares	$ 0.23
RSUs issued | shares	2,800,000
Weighted average exercise price restricted stock units issued | $ / shares	$ 0.30
RSUs vested | shares	(934,141)
Weighted average exercise price restricted stock units vested | $ / shares	$ 0.60
RSUs forfeited | shares	(1,000,000)
Weighted average exercise price restricted stock units forfeited | $ / shares	$ (1.10)
RSUs outstanding, ending balance | shares	3,055,554
Weighted average exercise price restricted stock units at ending | $ / shares	$ 0.28

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details - Warrant Activity) - Warrant [Member]	12 Months Ended
	Jul. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Warrants outstanding at beginning | shares	7,558,607
Weighted average exercise price at beginning | $ / shares	$ 0.69
Warrants issued | shares	7,000,000
Weighted average exercise price issued | $ / shares	$ 0.20
Warrants outstanding at ending | shares	14,558,607
Weighted average exercise price at ending | $ / shares	$ 0.46

Stock-Based Compensation (Det_5

Stock-Based Compensation (Details Narrative) - USD ($)			12 Months Ended
	May 19, 2022	Sep. 14, 2021	Jul. 31, 2023	Jul. 31, 2022	Jan. 12, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation			$ 1,116,020
Weighted average remaining vesting period			8 months 26 days
Messrs Casey Conroy Gandolfo And Richardson [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	500,000
Redmond [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	750,000
Farrell [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares granted	600,000
Omnibus Stock Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved			19,475,000
Shares available for grant			2,545,000
Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Reversal of stock-based compensation			$ 68,497
Plan 2021 [Member] | General and Administrative Expense [Member] | Grants 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation			795,951
Plan 2021 [Member] | General and Administrative Expense [Member] | Grants 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation			243,750
Plan 2021 [Member] | General And Administrative Expense 1 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation			$ 524,362	$ 148,238
Plan 2021 [Member] | Three Independent Board Members [Member] | Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares issued		500,000			500,000
Share price		$ 0.45			$ 0.30
Plan 2021 [Member] | Mr Richardson [Member] | Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share price		$ 0.73
Number of shares granted		500,000

Common Stock (Details)

Common Stock (Details) - USD ($)				1 Months Ended																	12 Months Ended
	May 03, 2022	Feb. 02, 2022	Aug. 14, 2020	Jun. 30, 2023	Apr. 30, 2023	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2022	Nov. 30, 2022	Oct. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	Jul. 31, 2022	Mar. 31, 2022	Feb. 28, 2022	Sep. 30, 2021	Aug. 31, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jul. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Shares Purchased	1,187,572	14,285,714
Lincoln Park Capital Fund [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of Shares Purchased			602,422	100,000	200,000	500,000	600,000	300,000	800,000	700,000	200,000	233,591	421,119	100,000	100,000	374,482	600,000	1,020,798	330,106	200,000	7,382,518
Average Purchase Price per Share			$ 0.41	$ 0.08	$ 0.08	$ 0.10	$ 0.11	$ 0.15	$ 0.19	$ 0.25	$ 0.15	$ 0.17	$ 0.19	$ 0.49	$ 0.52	$ 0.35	$ 0.40	$ 0.96	$ 0.63	$ 0.18
Total Purchase Price			$ 250,000	$ 7,500	$ 16,420	$ 48,520	$ 66,750	$ 46,000	$ 154,320	$ 172,100	$ 29,000	$ 39,610	$ 81,556	$ 48,700	$ 51,500	$ 129,096	$ 237,940	$ 979,597	$ 206,798	$ 35,080	$ 2,600,487
Remaining Purchase Availability			$ 10,000,000	$ 7,649,514	$ 7,657,014	$ 7,673,434	$ 7,721,953	$ 7,788,704	$ 7,834,704	$ 7,989,024	$ 8,161,124	$ 8,190,124	$ 8,229,733	$ 8,311,289	$ 8,359,989	$ 8,411,489	$ 8,540,585	$ 8,778,525	$ 9,758,122	$ 9,964,920

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)																1 Months Ended																			12 Months Ended
	Nov. 21, 2022	Jul. 27, 2022	Jul. 20, 2022	Jun. 10, 2022	May 19, 2022	May 08, 2022	May 03, 2022	Apr. 14, 2022	Feb. 09, 2022	Feb. 02, 2022	Dec. 29, 2021	Dec. 21, 2021	Oct. 22, 2021	Oct. 18, 2021	Aug. 14, 2020	Jun. 30, 2023	Apr. 30, 2023	Mar. 31, 2023	Feb. 28, 2023	Dec. 31, 2022	Nov. 30, 2022	Oct. 31, 2022	Sep. 30, 2022	Aug. 31, 2022	Jul. 31, 2022	Mar. 31, 2022	Feb. 28, 2022	Sep. 30, 2021	Aug. 31, 2021	Jul. 31, 2021	Jun. 30, 2021	Mar. 31, 2021	Feb. 28, 2021	Jan. 31, 2021	Jul. 31, 2023	Jul. 31, 2022
Class of Stock [Line Items]
Treasury stock, shares																						8,800,000	8,800,000
Treasury stock, value																						$ 8,800	$ 8,800
Common stock issued in equity financing, shares							1,187,572			14,285,714
General and administrative expenses																																			$ 2,122,375	$ 2,919,091
Warrants exercise price							$ 0.35
Accrued interest																																			13,750
Issuance of shares value																																			$ 580,220	2,469,222
Sale of stock per share										$ 0.35
Minimum amount								$ 1,000,000
Units issued																																			2,870,800
Gross proceeds							$ 415,650
Net proceeds																																			$ 849,302
Commissions and fees							$ 374,085
Warrant issued							608,755
Cash																									$ 72,534										36,865	72,534
In process research and development expenses																																			$ 170,000	$ 0
Prevacus Option Agreement [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares	2,000,000
Share price	$ 0.17
Shares issued	1,000,000
In process research and development expenses	$ 170,000
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares							1,187,572																												3,633,591	8,653,970
Share price							$ 0.25
Issuance of shares value																																			$ 3,634	$ 8,655
Warrants purchased							593,786
Tysadco Partners [Member]
Class of Stock [Line Items]
Share price																															$ 0.59
Number of stock sold																															500,000
Warrants exercisable																															500,000
Warrants issued, common shares eligible																															1
Tysadco Partners [Member] | Consulting Services Agreements [Member]
Class of Stock [Line Items]
Proceeds from sale of stock																															$ 250,000
Purchase Price																															295,000
Due to related parties																															$ 45,000
Lincoln Park Capital Fund [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares															602,422	100,000	200,000	500,000	600,000	300,000	800,000	700,000	200,000	233,591	421,119	100,000	100,000	374,482	600,000			1,020,798	330,106	200,000	7,382,518
Proceeds from sale of stock															$ 250,000	$ 7,500	$ 16,420	$ 48,520	$ 66,750	$ 46,000	$ 154,320	$ 172,100	$ 29,000	$ 39,610	$ 81,556	$ 48,700	$ 51,500	$ 129,096	$ 237,940			$ 979,597	$ 206,798	$ 35,080	$ 2,600,487
Lincoln Park Capital Fund [Member] | Purchase Agreement [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares															793,802
Proceeds from sale of stock															$ 250,000
Lincoln Park Capital Fund [Member] | Initial Purchase [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares															602,422
A G P [Member]
Class of Stock [Line Items]
Warrants exercise price															$ 0.50
Warrants issued, common shares eligible															550,000
Payment for fees																														$ 97,718
Warrants issued, value															$ 220,000
Warrants expiration date															Aug. 06, 2024
Laidlaw [Member]
Class of Stock [Line Items]
Cash																																			$ 100,478
Securities Purchase Agreement [Member] | Tysadco Partners [Member]
Class of Stock [Line Items]
Proceeds from sale of stock														$ 250,000
Securities Purchase Agreement [Member] | Tysadco Partners [Member] | Restricted Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares														1,500,000
Securities Purchase Agreement [Member] | Tysadco Partners [Member] | Warrants [Member]
Class of Stock [Line Items]
Warrants issued shares														833,333
Warrants exercise price														$ 0.50
Securities Purchase Agreement [Member] | Lincoln Park Capital Fund [Member]
Class of Stock [Line Items]
Proceeds from sale of stock													$ 250,000
Securities Purchase Agreement [Member] | Lincoln Park Capital Fund [Member] | Restricted Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares													1,500,000
Securities Purchase Agreement [Member] | Lincoln Park Capital Fund [Member] | Warrants [Member]
Class of Stock [Line Items]
Warrants issued shares													833,333
Warrants exercise price													$ 0.50
Investor [Member]
Class of Stock [Line Items]
Share price			$ 0.20		$ 0.23	$ 0.37
General and administrative expenses			$ 40,000		$ 115,000	$ 16,650
Number of shares granted			200,000		500,000	45,000
Units issued																																			1,435,400
Gross proceeds																																			$ 1,004,780
Prevacus [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares				1,000,000
Consultant [Member]
Class of Stock [Line Items]
Conversion of debt, shares																																			300,000	300,000
Conversion of debt																																			$ 36,000	$ 36,000
Restricted Stock [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares									3,000,000									2,300,000				2,300,000	2,300,000
Share price									$ 0.53									$ 0.19				$ 0.19	$ 0.19
General and administrative expenses									$ 1,590,000									$ 433,800				$ 433,800	$ 433,800
Investor Warrants [Member]
Class of Stock [Line Items]
Warrants exercise price										$ 0.70
Warrants term										5 years
Vivakor Inc [Member]
Class of Stock [Line Items]
Treasury stock, shares												3,309,578
Regal Growth L L C [Member]
Class of Stock [Line Items]
Treasury stock, shares											5,000,000
L B L Professional Consulting Inc [Member]
Class of Stock [Line Items]
Treasury stock, shares										7,500,000
P L C Investments Inc [Member]
Class of Stock [Line Items]
Treasury stock, shares		7,370,000
L G H [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares										100,000
Issuance of shares value										$ 51,000
Converted shares																																			100,000	100,000
Debt financing with fair value																																			$ 51,000	$ 51,000
Conversion of debt, shares																																			1,500,000	1,500,000
Conversion of debt																																			$ 300,000	$ 300,000
Odyssey [Member] | Prevacus Option Agreement [Member]
Class of Stock [Line Items]
Common stock issued in equity financing, shares	1,000,000
Tysadco [Member]
Class of Stock [Line Items]
Converted shares																																			200,000	200,000
Debt financing with fair value																																			$ 17,718	$ 17,718
Carter Terry Company Inc [Member]
Class of Stock [Line Items]
Number of shares issued other																																			213,725	213,725
Number of value issued other																																			$ 13,443	$ 13,443
Clear Think [Member]
Class of Stock [Line Items]
Conversion of debt, shares																																			500,000	500,000
Conversion of debt																																			$ 100,000	$ 100,000
Mast Hill [Member]
Class of Stock [Line Items]
Accrued interest																									40,250										$ 40,250	$ 40,250
Conversion of debt, shares																																			560,000	560,000
Debt fees																									$ 1,750										$ 1,750	$ 1,750

Income Taxes (Details - Income

Income Taxes (Details - Income Tax Rate Reconciliation)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Income Tax Disclosure [Abstract]
US federal statutory rates	21%	21%
Valuation allowance	(21.00%)	(21.00%)
Effective tax rate	0%	0%

Income Taxes (Details - Tax pro

Income Taxes (Details - Tax provision (benefit)) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Income Tax Disclosure [Abstract]
Current deferred	$ 485,300	$ 885,400
Increase in valuation allowance	(485,300)	(885,400)
Total	$ 0	$ 0

Income Taxes (Details - Deferre

Income Taxes (Details - Deferred tax asset) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Income Tax Disclosure [Abstract]
Deferred tax asset	$ 2,960,400	$ 2,475,100
Valuation allowance	(2,960,400)	(2,475,100)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Jul. 31, 2023 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 13,745,873
Unrecognized tax benefits	$ 0

Related Party Transactions (Det

Related Party Transactions (Details - Due to officers) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Related Party Transaction [Line Items]
Due to related party	$ 1,797,656	$ 1,549,568
Related Party [Member]
Related Party Transaction [Line Items]
Due to related party	2,301	3,387
Related Party [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Due to related party	668	2,642
Related Party [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Due to related party	$ 1,633	$ 745

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued Compensation) - USD ($)	Jul. 31, 2023	Jul. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 1,193,602	$ 820,771
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	935,831	696,154
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 257,771	$ 124,617

Related Party Transactions (D_3

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022	Jan. 31, 2022
Related Party Transaction [Line Items]
Notes payable	$ 2,425,000	$ 1,580,000
Options granted	$ 6,500,000
General and administrative expenses	$ 2,122,375	2,919,091
Other expenses	11,138
Mr Redmond [Member]
Related Party Transaction [Line Items]
Bonus paid			$ 360,000
Ms Farrell [Member]
Related Party Transaction [Line Items]
Bonus paid			$ 40,000
Two Officers And Three Directors [Member]
Related Party Transaction [Line Items]
Notes payable	$ 25,000
Vanlandingham [Member]
Related Party Transaction [Line Items]
Options granted	$ 1,000,000
Fair value of options granted	$ 941,000
General and administrative expenses	37,872	$ 295,845
Advance to related party	$ 35,700

Donation Received (Details Narr

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

Research and Development Reba_3

Research and Development Rebate (Details) - USD ($)	12 Months Ended
	Jul. 31, 2023	Jul. 31, 2022
Research and Development [Abstract]
Research and development expense offset	$ 261,738	$ 538,135