Odyssey Group International (ODYY) 10-Q 15 Dec 23 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Oct. 31, 2023	Dec. 15, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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 Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		83,124,061

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Current assets:
Cash	$ 197,882	$ 36,865
Research and development rebate due from the Australian government	291,036	276,566
Prepaid expenses and other current assets	74,160	92,457
Total current assets	563,078	405,888
Intangible assets, net of accumulated amortization of $6,320 and $5,376	48,961	49,905
Total assets	612,039	455,793
Current liabilities:
Accounts payable	1,851,443	1,797,656
Accrued wages	1,338,614	1,402,348
Accrued interest	164,904	142,032
Asset purchase liability	1,125,026	1,125,026
Notes payable, officers and directors	100,000	125,000
Notes payable, net of unamortized beneficial conversion feature, debt discount and closing costs of $177,126 and $280,340	2,250,325	2,019,660
Total current liabilities	6,830,312	6,611,722
Commitments and contingencies (Note 5)
Stockholders' deficit:
Preferred stock, $0.001 par value, 100,000,000 shares authorized, no shares issued or outstanding	0	0
Common stock, $0.001 par value, 500,000,000 shares authorized, 81,734,061 and 79,067,879 shares issued and outstanding	81,734	79,068
Additional paid-in-capital	54,335,403	53,862,378
Accumulated deficit	(60,635,410)	(60,097,375)
Total stockholders' deficit	(6,218,273)	(6,155,929)
Total liabilities and stockholders' deficit	$ 612,039	$ 455,793

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Statement of Financial Position [Abstract]
Net of accumulated amortization	$ 6,320	$ 5,376
Unamortized debt discount	$ 177,126	$ 280,340
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	81,734,061	79,067,879
Common stock, shares outstanding	81,734,061	79,067,879

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Income Statement [Abstract]
Research and development	$ 23,001	$ 354,215
Stock-based compensation	322,798	779,890
General and administrative	501,440	943,699
Loss from operations	(847,239)	(2,077,804)
Gain on sale of asset	500,000	0
Interest expense	(190,861)	(71,302)
Other income (expense), net	65	(474)
Net loss	$ (538,035)	$ (2,149,580)
Basic net loss per share	$ (0.01)	$ (0.03)
Diluted net loss per share	$ (0.01)	$ (0.03)
Shares used for basic net loss per share	81,022,472	80,891,387
Shares used for diluted net loss per share	81,022,472	80,891,387

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Jul. 31, 2022	$ 77,861	$ 49,456,476	$ (54,177,954)	$ (4,643,617)
Beginning balance, shares at Jul. 31, 2022	77,860,563
Stock-based compensation	$ 1,800	1,166,890		1,168,690
Stock-based compensation, shares	1,800,000
Common stock issued in equity financings	$ 1,134	239,576		240,710
Common stock issued in equity financings, shares	1,133,591
Return of shares	$ (8,800)	8,800
Return of reserved shares, shares	(8,800,000)
Net loss			(2,149,580)	(2,149,580)
Ending balance, value at Oct. 31, 2022	$ 71,995	50,871,742	(56,327,534)	(5,383,797)
Ending balance, shares at Oct. 31, 2022	71,994,154
Beginning balance, value at Jul. 31, 2023	$ 79,068	53,862,378	(60,097,375)	(6,155,929)
Beginning balance, shares at Jul. 31, 2023	79,067,879
Stock-based compensation		322,728		322,728
Common stock issued upon conversion of debt	$ 656	78,039		78,695
Common stock issued upon conversion of debt, shares	655,792
Common stock issued in equity financings	$ 500	45,320		45,820
Common stock issued in equity financings, shares	500,000
Warrants exercised in connection with debt financing	$ 1,610	(1,610)
Warrants exercised in connection with debt financing, shares	1,610,390
Warrants issued in debt financing		28,448		28,448
Return of shares	$ (100)	100
Return of shares, shares	(100,000)
Net loss			(538,035)	(538,035)
Ending balance, value at Oct. 31, 2023	$ 81,734	$ 54,335,403	$ (60,635,410)	$ (6,218,273)
Ending balance, shares at Oct. 31, 2023	81,734,061

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Cash flows from operating activities:
Net loss	$ (538,035)	$ (2,149,580)
Adjustments to reconcile net loss to net cash flows used in operating activities:
Amortization of intangible assets	944	754
Stock-based compensation	322,728	1,168,690
Financing costs paid via issuance of common stock	1,750	0
Amortization of beneficial conversion feature, debt discount and closing costs	131,662	68,054
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets	18,297	(472)
Increase in research and development rebate due	(14,470)	(312,325)
Increase in accounts payable	53,787	824,084
Increase (decrease) in accrued wages	(63,734)	113,275
Increase in accrued interest	27,164	2,813
Net cash used in operating activities	(59,907)	(284,707)
Cash flows from investing activities
Purchase of intellectual property	0	(8,038)
Net cash used in investing activities	0	(8,038)
Cash flows from financing activities:
Proceeds from notes payable	350,000	30,000
Principal and interest payments made on notes payable	(174,896)	0
Proceeds from equity financing	45,820	240,710
Net cash provided by financing activities	220,924	270,710
Increase (decrease) in cash and cash equivalents	161,017	(22,035)
Cash and cash equivalents:
Beginning of period	36,865	72,534
End of period	197,882	50,499
Supplemental disclosure of non-cash information:
Increase in principal of notes payable	0	115,000
Return of shares	100	8,800
Shares issued for exercised warrants	1,610	0
Debt principal, interest and fees converted to common stock	76,945	0
Warrants issued in connection with debt financing	$ 28,448	$ 0

Basis of Presentation and Natur

Basis of Presentation and Nature of Operations	3 Months Ended
	Oct. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Nature of Operations	Note 1. Basis of Presentation and Nature of Operations Basis of Presentation The accompanying consolidated financial information of Odyssey Health, Inc. and our wholly-owned subsidiary Odyssey Group International Australia, Pty Ltd, (collectively, the “Company”) is unaudited and has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). All intercompany balances and transactions have been eliminated. However, such information reflects all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods. The consolidated financial information as of July 31, 2023 is derived from our 2023 Annual Report on Form 10-K. The consolidated financial statements included herein should be read in conjunction with the consolidated financial statements and the notes thereto included in our 2023 Annual Report on Form 10-K filed with the SEC on October 30, 2023. The consolidated results of operations for the interim periods presented are not necessarily indicative of the results to be expected for the full year. Significant Accounting Policies Our significant accounting policies have not changed during the three months ended October 31, 2023 from those disclosed in our Annual Report on Form 10-K for the year ended July 31, 2023. OTCQB On October 4, 2023, we uplisted to the OTCQB Market. Nature of Operations 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. Currently no research and development activities are being incurred on the CardioMap® or the Save a Life devices. 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, we have agreed to sell and assign certain assets and certain liabilities related to a segment of our 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 8,000,000 500,000 500,000 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. Going Concern We did not recognize any revenues for the year ended July 31, 2023, or the three months ended October 31, 2023, and we had an accumulated deficit of $ 60,635,410 197,882 The operating deficit and cash balance at October 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 consolidated 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.

New Accounting Pronouncements

New Accounting Pronouncements	3 Months Ended
	Oct. 31, 2023
Accounting Changes and Error Corrections [Abstract]
New Accounting Pronouncements	Note 2. New Accounting Pronouncements ASU 2020-06 In August 2020, the Financial Accounting Standards Board (“

Intangible Assets

Intangible Assets	3 Months Ended
	Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 3. Intangible Assets Intangible assets consisted of costs related to a patent for our concussion drug device combination. Amortization expense was as follows: Schedule of amortization expense Three Months Ended October 31, 2023 2022 Amortization expense $ 944 $ 754 Future amortization of intangible assets is as follows: Schedule of future amortization of intangible assets Remainder of fiscal 2024 $ 2,764 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total amortization expense $ 48,961

Asset Purchase Agreement with O

Asset Purchase Agreement with Oragenics, Inc.	3 Months Ended
	Oct. 31, 2023
Asset Purchase Agreement With Oragenics Inc.
Asset Purchase Agreement with Oragenics, Inc.	Note 4. Asset Purchase Agreement with Oragenics, Inc. On October 4, 2023, we entered into an Asset Purchase Agreement with Oragenics. Pursuant to the Purchase Agreement, we have agreed to sell and assign the Purchased Assets related to a segment of our business focused on developing medical products that treat brain related illnesses and diseases to Oragenics in exchange for (i) $ 1,000,000 8,000,000 We received $ 500,000 500,000 The closing 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 Purchase Agreement; (2) we shall have obtained stockholder approval to the Purchase Agreement; (3) the Oragenics’ shareholders shall have approved (a) the increase in authorized Common Stock from 4,166,666 to 350,000,000 shares, 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 The remaining shares of convertible Series F Preferred Stock will convert upon certain listing and change in control criteria being achieved.

Fair Value

Fair Value	3 Months Ended
	Oct. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value	Note 5. Fair Value The fair value of financial assets and liabilities are determined utilizing a three-level framework as follows: Level 1 – Observable inputs, such as unadjusted quoted prices in active markets, for substantially identical assets and liabilities. Level 2 – Observable inputs other than quoted prices within Level 1 for similar assets and liabilities. These include quoted prices for similar assets and liabilities in active markets, quoted prices for identical assets and liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data. If the asset or liability has a specified or contractual term, the input must be observable for substantially the full term of the asset or liability. Level 3 – Unobservable inputs that are supported by little or no market activity, generally requiring a significant amount of judgment by management. The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Further, although we believe our valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. We did not have any transfers of assets or liabilities measured at fair value on a recurring basis to or from Level 1, Level 2, or Level 3 during the three months ended October 31, 2023, or the year ended July 31, 2023. The carrying values of cash, prepaid expenses and other current assets, accounts payable and accrued wages approximate their fair value due to their short maturities. No changes were made to our valuation techniques during the quarter ended October 31, 2023. Contingent Liabilities At October 31, 2023 and July 31, 2023, We also had contingent consideration at October 31, 2023 and July 31, 2023 related to milestones in our Asset Purchase Agreement with Prevacus, Inc. The fair value of the contingent consideration is reviewed quarterly and determined based on the current status of the project (Level 3). Based on these reviews, the fair value of the contingent consideration was determined to be zero at both periods as it is not yet probable that any of the milestones will be met. Fixed-Rate Debt We have fixed-rate debt that is reported on our consolidated 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 were as follows: Schedule of fixed rate long term debt October 31, 2023 July 31, 2023 Carrying value $ 2,527,451 $ 2,425,000 Fair value $ 2,527,451 $ 2,425,000

Debt

Debt	3 Months Ended
	Oct. 31, 2023
Debt Disclosure [Abstract]
Debt	Note 6. Debt 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 On August 28, 2023, we paid LGH $ 30,000 December 31, 2023 1,025,000 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 October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792 On November 1, 2023, we entered into four 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, 2022, March 31, 2023 and June 30, 2023, with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes was extended to January 31, 2024 At October 31, 2023 and July 31, 2023, we had $ 14,859 16,058 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 2,000,000 4,000,000 723,868 213,725 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 28,448 On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 On September 13, 2023, we paid Mast Hill $ 100,000 26,382 44,896 5,167 On October 9, 2023, Mast Hill converted $ 47,653 637 1,750 417,000 Following these repayments and conversion, at October 31, 2023 there was $ 727,451 Accredited Investors Note Purchase Agreement On July 7, 2023, we received a $ 150,000 500,000 350,000 Pursuant to the terms and conditions of the NPA (i) the note is due and payable in full on or after the later of August 15, 2024 or upon 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 the investor’s 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. Notes Payable The following notes payable were outstanding: Schedule of notes payable October 31, 2023 July 31, 2023 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 $ 1,025,000 $ 1,055,000 Promissory notes issued to officers and directors due January 31, 2024, with an interest rate of 8.0% per annum 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum 500,000 150,000 ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 175,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 727,451 920,000 2,527,451 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (177,126 ) (280,340 ) $ 2,350,325 $ 2,144,660

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Oct. 31, 2023
Equity [Abstract]
Stock-Based Compensation	Note 7. Stock-Based Compensation 2021 Omnibus Stock Incentive Plan At October 31, 2023, 19,475,000 Stock Options Stock option activity during the quarter ended October 31, 2023 was as follows: Schedule of stock option activity Number of Options Weighted Average Exercise Price Options outstanding at July 31, 2023 11,795,000 $ 0.34 Options granted 250,000 0.08 Options expired or cancelled (750,000 ) 0.26 Options outstanding at October 31, 2023 11,295,000 $ 0.34 Criteria used for determining the Black-Scholes value of options granted were as follows: Schedule of black scholes value of options granted Quarter Ended October 31, 2023 Expected stock price volatility 147 Risk free interest rate 4.62 Expected life of options (years) 5 Expected dividend yield – Restricted Stock Units (“RSUs”) RSU activity during the quarter ended October 31, 2023 was as follows: Schedule of RSU activity Number of RSUs Weighted Average Grant Date Fair Value RSUs outstanding at July 31, 2023 3,055,554 $ 0.28 RSUs vested (833,334 ) 0.25 RSUs outstanding at October 31, 2023 2,222,220 $ 0.29 Warrants Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2023 14,558,607 $ 0.50 Warrants exercised (1,610,390 ) 0.08 Warrants cancelled (389,610 ) 0.20 Warrants outstanding at July 31, 2023 12,558,607 $ 0.50 Unrecognized Compensation Costs At October 31, 2023, we had unrecognized stock-based compensation of $ 693,073 0.31

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Oct. 31, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	Note 8. Net Loss Per Share Basic and diluted net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding for the period. Potentially dilutive common stock and common stock equivalents, including stock options, RSUs and warrants are excluded as they would be antidilutive. The following anti-dilutive securities were excluded from the calculations of diluted net loss per share: Schedule of anti-dilutive shares Three Months Ended October 31, 2023 2022 Options to purchase common stock 11,295,000 9,845,000 Shares issuable upon conversion of convertible notes and related accrued interest 21,564,456 7,878,333 Warrants to purchase common stock 12,558,607 7,558,607 Unvested restricted stock units 2,222,220 1,663,015 Total potentially dilutive securities 47,640,283 26,944,955

Research and Development Rebate

Research and Development Rebate	3 Months Ended
	Oct. 31, 2023
Research and Development [Abstract]
Research and Development Rebate	Note 9. Research and Development Rebate In the first quarter of fiscal 2024, we incurred $ 25,843 12,534

Common Stock

Common Stock	3 Months Ended
	Oct. 31, 2023
Equity [Abstract]
Common Stock	Note 10. Common Stock Lincoln Park Lincoln Park Capital Fund, LLC (“LPC”) purchased 500,000 45,820 7,603,694 11,388,846 Mast Hill On August 7, 2023, Mast Hill converted their outstanding warrant exercisable for 2,000,000 1,610,390 On October 9, 2023, Mast Hill converted $ 42,653 637 1,750 50,040 417,000 727,451 Return of Shares On August 24, 2023, Tysadco voluntarily returned 100,000 Convertible Note Payable On October 19, 2023, John Gandolfo, former director, exercised his option to convert his convertible note of $ 25,000 3,655 238,792

Related Party Transactions

Related Party Transactions	3 Months Ended
	Oct. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Note 11. Related Party Transactions Due to Officers The following amounts were due to officers for reimbursement of expenses and were included in accounts payable within the accompanying consolidated balance sheets: Schedule of related party payables October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 1,828 $ 668 Christine Farrell, CFO 1,410 1,633 $ 3,238 $ 2,301 The amount of unpaid salary and bonus due to our officers was included in accrued wages within the accompanying consolidated balance sheets and was as follows: Schedule of accrued wages October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 946,493 $ 935,831 Christine Farrell, CFO 263,694 257,771 $ 1,210,187 $ 1,193,602 Promissory Notes See Note 6 for a discussion of promissory notes payable to each of two officers and three directors.

Subsequent Events

Subsequent Events	3 Months Ended
	Oct. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 12. Subsequent Events Management is responsible for evaluating subsequent events and transactions through the date the consolidated financial statements are issued. This evaluation includes assessing events or transactions that may require adjustment to, or disclosure in, the consolidated financial statements. It is important to note that the financial statements do not reflect any adjustments to the carrying values of assets or liabilities that might result from the outcome of the subsequent events or transactions. However, appropriate disclosures will be made in subsequent filings, as necessary, to ensure that the consolidated financial statements remain accurate and complete. Management believes that subsequent events have been evaluated through the date of issuance of these consolidated financial statements. Promissory Notes On November 1, 2023, we entered into four 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, 2022 and March 31, 2023 with two directors and two officers. Pursuant to the Amendments, the maturity date of the Promissory Notes were extended to January 31, 2024 and the note holder may convert the note prior to maturity at a conversion price of $0.12 per share. All other terms and conditions remain the same. Mast Hill On November 6, 2023, Mast Hill converted $42,710 together with $5,580 interest, and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share. On November 30, 2023, Mast Hill converted $43,975 together with $4,315 interest and $1,750 for fees totaling $50,040 into 695,000 shares of common stock at a conversion price of $0.072 per share. Following conversions, $640,767 of principal remained outstanding. On December 13, 2023, we paid Mast Hill $50,000 of principal and $2,458 of interest. Following conversions and payment, $590,767 of principal remained outstanding. LGH On December 15, 2023, we paid LGH $50,000 of principal. Following the payment, $975,000 of principal remained outstanding. Research and Development Rebate On November 23, 2023, we received a research and development rebate from the government of Australia in the amount of $309,245 for clinical work performed in Australia related to our Phase I human clinical trial during the fiscal year ended July 31, 2023. On November 24, 2023, we received a goods and service tax refund, which was accrued as part of our research and development rebate due from the Australian government, in the amount of $2,617 related to our Phase I human clinical trial during July, August and September 2023. Special Meeting of the Stockholders On December 7, 2023, at the special meeting held in New York, the stockholders of the Company approved the sale of the segment of our business focused on developing medical products that treat brain related illnesses and diseases to Oragenics. Pursuant to the agreement, on December 11, 2023, we received the second $500,000 non-refundable payment. Legal Proceedings As of the date of this filing, Odyssey Health, Inc. have been made a party to one lawsuit in Superior Court, Kent County in the State of Rhode Island entitled Robert Hainey v. Vdex Diabetes Holdings, Inc. et. al, Case No. KC-2023-0952.

Intangible Assets (Tables)

Intangible Assets (Tables)	3 Months Ended
	Oct. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of amortization expense	Schedule of amortization expense Three Months Ended October 31, 2023 2022 Amortization expense $ 944 $ 754
Schedule of future amortization of intangible assets	Schedule of future amortization of intangible assets Remainder of fiscal 2024 $ 2,764 Fiscal 2025 3,685 Fiscal 2026 3,685 Fiscal 2027 3,685 Fiscal 2028 3,685 Thereafter 31,457 Total amortization expense $ 48,961

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Oct. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fixed rate long term debt	Schedule of fixed rate long term debt October 31, 2023 July 31, 2023 Carrying value $ 2,527,451 $ 2,425,000 Fair value $ 2,527,451 $ 2,425,000

Debt (Tables)

Debt (Tables)	3 Months Ended
	Oct. 31, 2023
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable October 31, 2023 July 31, 2023 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 $ 1,025,000 $ 1,055,000 Promissory notes issued to officers and directors due January 31, 2024, with an interest rate of 8.0% per annum 100,000 125,000 Note purchase agreement issued to two accredited investors due August 15, 2024, with an interest rate of 12% per annum 500,000 150,000 ClearThink convertible promissory note due December 31, 2023, with a set interest amount of $20,000 and convertible at $0.20 per share 175,000 175,000 Mast Hill convertible promissory note due June 13, 2024, with an interest rate of 10% per annum and convertible at $0.12 per share 727,451 920,000 2,527,451 2,425,000 Unamortized beneficial conversion feature, debt discount and closing costs (177,126 ) (280,340 ) $ 2,350,325 $ 2,144,660

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Oct. 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, 2023 11,795,000 $ 0.34 Options granted 250,000 0.08 Options expired or cancelled (750,000 ) 0.26 Options outstanding at October 31, 2023 11,295,000 $ 0.34
Schedule of black scholes value of options granted	Schedule of black scholes value of options granted Quarter Ended October 31, 2023 Expected stock price volatility 147 Risk free interest rate 4.62 Expected life of options (years) 5 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, 2023 3,055,554 $ 0.28 RSUs vested (833,334 ) 0.25 RSUs outstanding at October 31, 2023 2,222,220 $ 0.29
Schedule of warrant activity	Schedule of warrant activity Number of Warrants Weighted Average Exercise Price Warrants outstanding at July 31, 2023 14,558,607 $ 0.50 Warrants exercised (1,610,390 ) 0.08 Warrants cancelled (389,610 ) 0.20 Warrants outstanding at July 31, 2023 12,558,607 $ 0.50

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Oct. 31, 2023
Earnings Per Share [Abstract]
Schedule of anti-dilutive shares	Schedule of anti-dilutive shares Three Months Ended October 31, 2023 2022 Options to purchase common stock 11,295,000 9,845,000 Shares issuable upon conversion of convertible notes and related accrued interest 21,564,456 7,878,333 Warrants to purchase common stock 12,558,607 7,558,607 Unvested restricted stock units 2,222,220 1,663,015 Total potentially dilutive securities 47,640,283 26,944,955

Related Party Transactions (Tab

Related Party Transactions (Tables)	3 Months Ended
	Oct. 31, 2023
Related Party Transactions [Abstract]
Schedule of related party payables	Schedule of related party payables October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 1,828 $ 668 Christine Farrell, CFO 1,410 1,633 $ 3,238 $ 2,301
Schedule of accrued wages	Schedule of accrued wages October 31, 2023 July 31, 2023 Joseph M. Redmond, CEO $ 946,493 $ 935,831 Christine Farrell, CFO 263,694 257,771 $ 1,210,187 $ 1,193,602

Basis of Presentation and Nat_2

Basis of Presentation and Nature of Operations (Details Narrative) - USD ($)	Oct. 04, 2023	Oct. 31, 2023	Jul. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit		$ 60,635,410	$ 60,097,375
Cash		$ 197,882
Asset Purchase Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash	$ 1,000,000
Conversion of shares	8,000,000
Proceeds from conversion of shares	$ 500,000
Proceeds from sale of asset	$ 500,000

Intangible Assets (Details - Am

Intangible Assets (Details - Amortization expense) - USD ($)	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 944	$ 754

Intangible Assets (Details - Fu

Intangible Assets (Details - Future amortization expense) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Remainder of fiscal 2024	$ 2,764
Fiscal 2025	3,685
Fiscal 2026	3,685
Fiscal 2027	3,685
Fiscal 2028	3,685
Thereafter	31,457
Total amortization expense	$ 48,961	$ 49,905

Asset Purchase Agreement with_2

Asset Purchase Agreement with Oragenics, Inc. (Details Narrative) - Asset Purchase Agreement [Member]	Oct. 04, 2023 USD ($) shares
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash	$ 1,000,000
Conversion of shares | shares	8,000,000
Proceeds from conversion of shares	$ 500,000
Proceeds from sale of asset	$ 500,000

Fair Value (Details)

Fair Value (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Fair Value Disclosures [Abstract]
Carrying value	$ 2,527,451	$ 2,425,000
Fair value	$ 2,527,451	$ 2,425,000

Debt (Details)

Debt (Details) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Debt Instrument [Line Items]
Notes payable	$ 2,527,451	$ 2,425,000
Unamortized beneficial conversion feature, debt discount and closing costs	(177,126)	(280,340)
Notes payable current	2,350,325	2,144,660
Convertible Notes [Member] | L G H [Member]
Debt Instrument [Line Items]
Notes payable	1,025,000	1,055,000
Promissory Notes [Member]
Debt Instrument [Line Items]
Notes payable	100,000	125,000
Promissory Notes [Member] | Clear Think [Member]
Debt Instrument [Line Items]
Notes payable	175,000	175,000
Promissory Notes [Member] | Mast Hill [Member]
Debt Instrument [Line Items]
Notes payable	727,451	920,000
Purchase Agreement [Member]
Debt Instrument [Line Items]
Notes payable	$ 500,000	$ 150,000

Debt (Details Narrative)

Debt (Details Narrative) - USD ($)

3 Months Ended

Oct. 19, 2023

Oct. 09, 2023

Oct. 06, 2023

Sep. 13, 2023

Aug. 28, 2023

Aug. 07, 2023

Jul. 07, 2023

Jul. 06, 2023

Jun. 13, 2023

Mar. 31, 2023

Dec. 29, 2022

Dec. 13, 2022

Dec. 13, 2022

Nov. 10, 2022

Sep. 29, 2022

Oct. 31, 2023

Jul. 31, 2023

Debt Instrument [Line Items]

Accrued interest

$ 164,904

$ 142,032

Promissory Notes [Member]

Debt Instrument [Line Items]

Interest rate per annum

8%

Proceeds from Debt

$ 125,000

Accrued interest

$ 14,859

$ 16,058

Amendments [Member]

Debt Instrument [Line Items]

Maturity date

Jan. 31, 2024

L G H Investments L L C [Member]

Debt Instrument [Line Items]

Debt converted, principal converted

$ 300,000

Debt converted, shares issued

1,500,000

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

Debt Instrument [Line Items]

Loans payable

$ 25,000

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

Debt Instrument [Line Items]

Loans payable

25,000

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

Debt Instrument [Line Items]

Loans payable

25,000

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

Debt Instrument [Line Items]

Loans payable

25,000

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

Debt Instrument [Line Items]

Loans payable

25,000

John Gandolfo [Member]

Debt Instrument [Line Items]

Debt converted, shares issued

238,792

238,792

Debt converted, amount converted

$ 25,000

$ 25,000

Debt converted, interest converted

$ 3,655

3,655

Mast Hill [Member] | Warrants [Member]

Debt Instrument [Line Items]

Warrants converted

2,000,000

Mast Hill [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Warrants converted, common stock issued

1,610,390

Accredited Investor [Member]

Debt Instrument [Line Items]

Advance from related party

$ 150,000

Two Accredited Investors [Member]

Debt Instrument [Line Items]

Advance from related party

350,000

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

Debt Instrument [Line Items]

Interest rate per annum

10%

Debt face amount

$ 870,000

$ 870,000

Proceeds from convertible debt

$ 723,868

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

Debt Instrument [Line Items]

Warrants issued

2,000,000

2,000,000

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

Debt Instrument [Line Items]

Warrants issued

4,000,000

4,000,000

Mast Hill Fund L P [Member] | Carter Terry And Company [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Number of shares issued other

213,725

Number of shares issued, value

$ 13,443

Mast Hill Fund L P [Member] | Amendment No 1 [Member] | Securities Purchase Agreement [Member]

Debt Instrument [Line Items]

Increase in debt

$ 50,000

Convertible debt outstanding

$ 920,000

Warrants issued

1,000,000

Warrants issued, value

$ 28,448

Mast Hill [Member]

Debt Instrument [Line Items]

Debt converted, principal converted

$ 47,653

Debt converted, shares issued

417,000

Repayment of debt

$ 44,896

$ 100,000

Convertible debt outstanding

$ 727,451

Repayment of interest

$ 5,167

$ 26,382

Debt converted, interest converted

$ 637

Debt converted, fees converted

$ 1,750

Mast Hill [Member] | Common Stock [Member]

Debt Instrument [Line Items]

Warrants converted, common stock issued

417,000

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

Debt Instrument [Line Items]

Maturity date

Dec. 31, 2023

Repayment of debt

$ 30,000

Securities Purchase Agreement [Member] | L G H Amendment [Member] | Amendment No 6 [Member]

Debt Instrument [Line Items]

Convertible debt outstanding

$ 1,025,000

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

Debt Instrument [Line Items]

Advance from related party

$ 500,000

Convertible Promissory Note [Member] | L G H Amendment [Member] | Amendment No 4 [Member]

Debt Instrument [Line Items]

Maturity date

Mar. 31, 2023

Repayment of debt

$ 35,000

Increase in debt

$ 50,000

Convertible Promissory Note [Member] | Securities Purchase Agreement [Member] | Amendment No 5 [Member]

Debt Instrument [Line Items]

Increase in principal

$ 20,000

Maturity date

Jun. 30, 2023

Convertible debt outstanding

$ 1,030,000

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

Debt Instrument [Line Items]

Increase in principal

$ 115,000

Convertible Promissory Note 1 [Member] | Securities Purchase Agreement [Member] | Amendment No 6 [Member]

Debt Instrument [Line Items]

Increase in principal

$ 25,000

Maturity date

Dec. 31, 2023

Convertible debt outstanding

$ 1,055,000

Interest rate per annum

8%

Stock-Based Compensation (Detai

Stock-Based Compensation (Details - Stock Option Activity) - Equity Option [Member]	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of options outstanding at beginning | shares	11,795,000
Weighted average exercise price at beginning	$ 0.34
Number of options granted	250,000
Weighted average exercise price granted	$ 0.08
Number of options expired or cancelled | shares	(750,000)
Weighted average exercise price cancelled	$ 0.26
Number of options outstanding at ending | shares	11,295,000
Weighted average exercise price at ending	$ 0.34

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details - Assumptions) - Equity Option [Member]	3 Months Ended
	Oct. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock price volatility	147%
Risk free interest rate	4.62%
Expected life of options (years)	5 years
Expected dividend yield	0%

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details - RSU Activity) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of RSUs outstanding, beginning balance | shares	3,055,554
Weighted average grant date exercise price RSUs at beginning | $ / shares	$ 0.28
Number of RSUs vested | shares	(833,334)
Weighted average grant date exercise price RSUs vested | $ / shares	$ 0.25
Number of RSUs outstanding, ending balance | shares	2,222,220
Weighted average grant date exercise price RSUs at ending | $ / shares	$ 0.29

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details - Warrant Activity) - Warrant [Member]	3 Months Ended
	Oct. 31, 2023 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of warrants outstanding at beginning | shares	14,558,607
Weighted average exercise price at beginning | $ / shares	$ 0.50
Number of warrants exercised | shares	(1,610,390)
Weighted average exercise price exercised | $ / shares	$ 0.08
Number of warrants cancelled | shares	(389,610)
Weighted average exercise price cancelled | $ / shares	$ 0.20
Number of warrants outstanding at ending | shares	12,558,607
Weighted average exercise price at ending | $ / shares	$ 0.50

Stock-Based Compensation (Det_5

Stock-Based Compensation (Details Narrative)	3 Months Ended
	Oct. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized stock-based compensation | $	$ 693,073
Weighted average remaining vesting period	3 months 21 days
Omnibus Stock Incentive Plan 2021 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares reserved | shares	19,475,000

Net Loss Per Share (Details - A

Net Loss Per Share (Details - Antidilutive shares) - shares	3 Months Ended
	Oct. 31, 2023	Oct. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	47,640,283	26,944,955
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	11,295,000	9,845,000
Convertible Notes [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	21,564,456	7,878,333
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	12,558,607	7,558,607
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive shares	2,222,220	1,663,015

Research and Development Reba_2

Research and Development Rebate (Details Narrative)	3 Months Ended
	Oct. 31, 2023 USD ($)
Research and Development [Abstract]
Research and development expense	$ 25,843
Research and development rebate	$ 12,534

Common Stock (Details Narrative

Common Stock (Details Narrative) - USD ($)					3 Months Ended
	Oct. 19, 2023	Oct. 09, 2023	Aug. 24, 2023	Aug. 07, 2023	Oct. 31, 2023
Mast Hill [Member] | Warrants [Member]
Class of Stock [Line Items]
Warrants converted				2,000,000
Mast Hill [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, amount converted				1,610,390
John Gandolfo [Member]
Class of Stock [Line Items]
Debt converted, amount converted	$ 25,000	$ 25,000
Debt converted, interest converted	$ 3,655	$ 3,655
Debt converted, shares issued	238,792	238,792
Mast Hill [Member]
Class of Stock [Line Items]
Stock available for purchase, value					$ 727,451
Conversion of stock, principal converted		$ 42,653
Conversion of stock, interest converted		637
Conversion of stock, fees converted		1,750
Conversion of stock, amount converted		$ 50,040
Debt converted, shares issued		417,000
Mast Hill [Member] | Common Stock [Member]
Class of Stock [Line Items]
Conversion of stock, amount converted		417,000
Tysadco [Member]
Class of Stock [Line Items]
Stock returned, shares returned			100,000
L P C Purchase Agreement [Member] | Lincoln Park Capital Fund L L C [Member]
Class of Stock [Line Items]
Stock issued new, shares					500,000
Proceeds from sale of common stock					$ 45,820
Stock available for purchase, value					$ 7,603,694
Stock available for purchase, shares					11,388,846

Related Party Transactions (Det

Related Party Transactions (Details - Due to officers) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Related Party Transaction [Line Items]
Due to related party	$ 1,851,443	$ 1,797,656
Related Party [Member]
Related Party Transaction [Line Items]
Due to related party	3,238	2,301
Related Party [Member] | Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Due to related party	1,828	668
Related Party [Member] | Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Due to related party	$ 1,410	$ 1,633

Related Party Transactions (D_2

Related Party Transactions (Details - Accrued Compensation) - USD ($)	Oct. 31, 2023	Jul. 31, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 1,210,187	$ 1,193,602
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	946,493	935,831
Chief Financial Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Salary and bonus payable	$ 263,694	$ 257,771