SecProbe.io

January 5, 2015

Via E -mail
James Short
Chief Financial Officer
Odyssey Group International, Inc.
4262 Blue Diamond Road, Suite 102 -281
Las Vegas, Nevada 89139

Re: Odyssey Group International, Inc.
Registration Statement on Form S -1
Filed December 8, 2014
 File No. 333 -200785

Dear Mr. Short:

We have reviewed your registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our comments apply to your facts and
circumstances or do no t believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Outside Front Cov er Page of the Prospectus

1. Please revise your disclosure to include the registrant’s name, in accordance with Item
501(b) of Regulation S -K.

Risk Factors, page 3

2. We note that your risk factors are substantially repetitive including:

 the second and third risk factors on page 3;
 the third risk factor on page 5 and the last risk factor on page 8; and
 the last risk factor on page 7 and the second risk factor on page 9.

Please revise your disclosure in the above referenced examples to provide one non -
repetitive risk factor.

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 2

3. We refer you to your risk factor entitled, “[w]e may have difficulty raising additional
capital, which could deprive us of necessary resources,”  on page 3.  Please revise this
risk factor heading and disclosure to discuss the potential risks to stockholders of
successfully raising additional equity capital or borrowing additional funds.

4. We refer you to your risk factor entitled ,“[t]he loss of suppliers or shortages in
ingredients could harm our business,”  on page 5 .  We note your disclosure with respect
to licensin g intellectual property rights, suppliers and sources of raw materials.  Please
expand your disclosure to describe such license agreements and the intellectual property
rights referenced in this risk facto r.  In addition, please expand your disclosure in your
“Description of Business,” page 15, to discuss key suppliers and sources and availability
of raw materials .

5. We refer you to your risk factor entitled , “[i]f our intellectual property is not adequate t o
provide us with a competitive advantage….,”  on page 5.  We note that your disclosure
states that generally your products are not subject to patents. Please revise this risk factor
heading to communicate this lack of protection and eliminate the inference  that your
products come with proprietary rights that could be infringed.

6. We refer you to your risk factor entitled, “[a]n increase in the price and shortage of
supply of key raw materials could adversely affect our business,”  on page 6.  Please
expand y our disclosure to identify the key ingredients that could become subject to
shortages.

7. We refer you to your risk factor entitled, “[w]e may be forced to curtail or discontinue
operations..,”  on page 7.  Please move this risk factor to follow the risk factor entitled,
“[w]e may have difficulty raising additional capital, which could deprive us of necessary
resources,”  on page 3.

8. We refer you to your risk factor entitled , “[w]e may be unable  to compete successfully
against existing and future competitors, which could harm our margins and our
business,”  on page 7.  Please expend your disclosure to identify the larger companies that
you expect to complete with in order to sell your anticipated products.

Cautionary Note Regarding Forward -Looking Statements, page 12

9. We note that you are not subject to the reporting requirements of Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934. Accordingly, please remove your reference
on page 12 to Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934 , as you are not eligible to rely on the safe harbors for forward -
looking statement provided therein.  In addition, please make the corresponding cha nge
to Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 18.

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 3

Market Price of and Dividends on Common Equity and Related Stockholder Matters
Market Information , page 14

10. We note your disclosure in the fourth para graph under “Market Information” that there
are 385,250,000 outstanding shares that may be sold under Rule 144.  We also note under
“Holders of Our Common Stock,” on page 14, that there are 114,750,000 shares
outstanding as of November 30, 2014. Please rev ise your disclosure to eliminate this
inconsistency and any other inconsistencies throughout the prospectus.

Description of Business
General Development of the Business, page 15

11. We note that you disclosure states that you engage in the “discovery, development and
commercialization of a broad range of health and wellness products to improve human
health” and that you currently provide “ athletic enhancement products to improve the
human body’s function during athletic stress. ”  In view of the fact tha t you have had no
sales to date, have only contracted with a manufacturer, and entered into a distribution
agreement related to one product, please revise your disclosure to distinguish between
your intentions and your actual operations.  In addition, plea se refer to one product rather
than a broad range of products when you describe your operations throughout the
prospectus.

12. We note that you refer to “our stemFit Active ™.”  Please clarify your disclosure to
discuss whether you own or license the trademar k. In addition, please expand your
disclosure to include your intellectual pro perty rights associated with this  product.

13. Please briefly describe the material terms of your distribution agreement with Well -med
Global LLC, including the subject matter of th e agreement, whether the agreement is
exclusive, material payment obligations under the agreement, duration of the agreement,
where the distributor will sell the products, and any material termination provisions.

Our Business Model, page 15 and 16

14. We no te on the second line of your disclosure on page 16, that “[b]ecause third party
manufacturers are numerous, we will not be dependent on any third party manufacturer.”
Please reconcile any inconsistencies with your statement in the third paragraph on page
17, that “[m]any manufacturers have the infrastructur e to manufacture stemFit Active ™
but have not acquired the license or authorizatio n to manufacture stemFit Active ™.”

15. Please expand your disclosure on the top of page 16 to further describe the principal
method of competition.

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 4

 Our Growth Strategy , page 16

16. We refer you to your disclosure regarding increasing revenues from existing stemFit
Active™ customers .  In view of the fact that you do not currently have revenues please
revise your disclosure to re fer to generating revenue rather than increasing revenue.  In
addition, please refrain from referring to existing customers.

About stemFit Active ™, page 16

17. Please define the term “super foods.”

18. We note that you include references to “clinical studies.”  Please revise your disclosure to
clarify the specific scientific findings you are referring to and describe the clinical studies
including, the method by which such studies were conducted, the num ber of subjects
studied, the primary goals of the study, and the specific results of the study.  In the
alternative, please remove statements implying a clinical basis for your conclusions.

Competition, page 17

19. We refer you to the second paragraph of this section.  Please briefly describe the material
terms of any purchase agreement, including the subject matter of the agreement, whether
the agreement is exclusive, material payment obligations under the agreement, the
duration of the agreement, and any  material termination provisions.

20. We refer you to the third paragraph of this section.  Please identify all licensors and
licensees of the stemFit Active™ product and specifically identify any manufacturers
who hold the license and how the license was ac quired.

Government Regulation, page 17

21. Please expand your disclosure to discuss how you would be regulated by FDA.

Management’s Discussion and Analysis of Financial Condition a nd Results of Operation
Overview, page 18

22. Please expand your disclosure to  provide a more detailed explanation of how you may
adjust your current business plan.

23. Please tell us the fair value of the shares issued to your Director, Secretary and the
Secretary’s family and the fair value of the shares at the commitment date of the note
payable and how you determined these amounts.   Please provide us an analysis
explaining the reasons for the differences between recent valuations of your common
stock leading up to the IPO and the estimated offering price.

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 5

 Liquidity and Capital R esources, page 19.

24. We note that you have entered into a loan agreement with Vivakor, Inc.  Please provide a
detailed explanation of th e note and file the note as an e xhibit, in accordance with Item
601 of Regulation S -K.

Management
Executive Officers a nd Directors, page 20
25. Please revise your disclosure to describe the business experience of each director and
executive officer, in accordance with Item 401(e) of Regulation S -K.
Executive Compensation
Summary Compensation Table, page 21

26. We note Mr. Witz, a director of the registrant, is listed as receiving $2,000 under the
caption “Salary.”  We also note your disclosure listed under “Compensation of Directors”
page 22, that directors do not receive any cash compensation.  Please clarify to resolve
any inco nsistencies in your disclosure.

27. We refer you to footnote number 1 to the Summary Compensation Table, on page 21.
Please revise your disclosure to include the method used to determine the number of
shares of stock issued to employees in lieu of a cash salary .

Security Ownership of Certain Beneficial Owners and Management

28. Please revise your disclosure to provide a footnote identifying the beneficial owners of
the shares held of record by Eco Scientific, Market Grou p International, Adwin, LLC and
Regal Growth, LLC. The disclosure shall include the natural person(s) who hold or share
investment and voting control of the shares.

Certain Relationships and Related Party Transactions
Related Party Transactions , page 24

29. Please disclose the identity of the related person to each of the transactions listed.

30. Please disclose which products relate to the health and wellness formula  acquired from
EcoScientific, Inc. and please file any written agreement as an exhibit.

Description of Capital Stock, p. 24

31. Please disclose the matters for stockholder approval that require a majority vote of
stockholders.  In addition, please disclose all matters that would require a supermajority

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 6

 of stockholders to take action and the per centage required for each such action, in
accordance with Item 202  of Regulation S -K.

Selling Stockholders, p. 26

32. Please revise your disclosure and table of selling stockholders to clearly state the amount
of securities owned by each selling stockholder prior to the offering , the number of shares
to be offered by each selling stockholder,  and the amount of securities to be owned by
each selling stockholder after completion of the offering, as required by Item 507 of
Regulation S -K.

Notes to Financial S tatements , p. F -7

33. You disclose on page 15 that you have paid a third party to manufacture your product
called stemFit Active ™.  Please clarify if this agreement is separate from the distribution
agreement with Well -med Global.   Please disclose the terms o f this manufacturing
agreement including, when you entered into the agreement, the payments made and any
related inventory amounts resulting from the agreement for the period presented.

Related Party Transactions and Balances, page F -7

34. You disclose that you issued 25,000,000 shares of common stock to EcoScientific, Inc. to
acquire its interest in the formula yet your Statement of Stockholders’ Equity on page F -5
states that you issue a total of 100,000,000 shares of common stock to acquire right to a
form ula.  Please revise your disclosure to explain to whom the remaining 75,000,000
shares were issued and how you determined that recognition of an intangible asset was
not required.

Note Payable, page F -7

35. Please provide us with an analysis on how you det ermined that the debt conversion price
of $.01 per share did not result in a beneficial conversion feature.

Exhibits

36. Please submit all exhibits as soon as practicable. We may have further comments upon
examination of these exhibits.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

James Short
Odyssey Group International, Inc.
January 5, 2015
Page 7

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement please provide  a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant t o delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effect iveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding requests for  acceleration .  We will consider a
written request for accele ration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate  to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

You may contact Dana Hartz  at (202) 551 -3648 or Joel Parker at (202) 551 -3651 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Tara Keating Brooks  at (202) 551 -8336 or me at (202) 551 -3715 with any other
questions.

Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

cc: Via E -mail
 Christopher A. Wilson, Esq.
 Wilson & Oskam, LLP