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February 26, 2015

U.S. Securities & Exchange Commission

Division of Corporate Finance

100 F Street NE

Washington, D.C. 20549

Attn: Jeffrey P. Riedler, Assistant Director

Re:  Odyssey Group International, Inc.

Registration Statement on Form S-1

Filed December
8, 2014

File No. 333-200785

Dear Mr. Riedler:

We are counsel to Odyssey Group International,
Inc., a Nevada corporation (the “Company”), and are addressing and delivering this letter to you on the Company’s
behalf. The Company has revised Amendment No. 1 to the Registration Statement on Form S-1 filed (file No. 333-200785) (the “Registration
Statement”) to address each of the comments set forth in the staff’s comment letter dated January 6, 2015. Set
forth below are each of the staff’s comments (in bold) to Amendment No. 1 to the Registration Statement and the Company’s
responses thereto. In relation thereto, the Company is filing with you concurrently with this letter Amendment No. 2 to the Registration
Statement (“Amendment No. 2”), which contains the revisions made to Amendment No. 1 to the Registration Statement
pursuant to the staff’s comments. A copy of Amendment No. 2 marked to show all changes is attached hereto for your convenience.

We note that the Company has changed the
name of its first product from “stemFit Active” to “RegeneFit™.” The name change appears throughout
Amendment No. 2.

Outside Front Cover 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.

We have revised the disclosure
accordingly.

Securities and Exchange Commission

February 26, 2015

Page 2 of 12

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.

We have condensed these risk factors
accordingly.

 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.

We have revised this risk factor
accordingly.

 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 licensing 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 factor. In addition, please expand your disclosure in your “Description of Business,” page 15, to discuss
key suppliers and sources and availability of raw materials.

We have revised the risk factor
to provide that we the intellectual property consists of copyrights and trade secrets. We have also described the license agreements
to which we refer.

We have expanded the disclosure
in the “Description of the Business” section to describe our key suppliers, sources of raw materials and availability.

Securities and Exchange Commission

February 26, 2015

Page 3 of 12

 5. We refer you to your risk factor entitled, “[i]f our intellectual property is not adequate to 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.

We revised the risk factor to
clarify that the Company’s intellectual property consists solely of copyright and trade secret protection, and have eliminated
references to proprietary rights or infringement thereof.

 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 your disclosure to identify the key ingredients that could
become subject to shortages.

We revised this risk factor
to identify the key ingredients in the Company’s products.

 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.

We have moved the risk factor
as requested and have revised it to better reflect the risks involved.

 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 expand your disclosure to identify the larger
companies that you expect to complete with in order to sell your anticipated products.

We have revised our risk factor
to identify the known primary competitors.

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 change to Management’s Discussion and Analysis of Financial Condition
and Results of Operations, page 18.

We have removed these references.

Securities and Exchange Commission

February 26, 2015

Page 4 of 12

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

 10. We note your disclosure in the fourth paragraph 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 revise your disclosure to eliminate this inconsistency and any other
inconsistencies throughout the prospectus.

We have revised the disclosure
and corrected the typographical error by replacing 385,250,000 with 114,750,000.

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 that 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, please refer to one
product rather than a broad range of products when you describe your operations throughout the prospectus.

We revised our description of
the business to distinguish between the Company’s actual operations and its intentions. We have eliminated the references
to a “broad range of products” 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 trademark. In addition, please expand your disclosure to include your intellectual property rights associated
with this product.

We have revised the disclosure
to reflect that the Company owns the formula for the product called “RegeneFit™,” formerly referred to as “stemFit
Active.” The Company has applied for, but has not been granted, a federal trademark for such name, which is protected solely
as a trade secret.

Securities and Exchange Commission

February 26, 2015

Page 5 of 12

 13. Please briefly describe the material terms of your distribution agreement with Well-med Global LLC, including the subject
matter of the 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.

We have revised the disclosure
to include a description of the material terms of the distribution agreement with Well-med.

Our Business Model, page 15 and 16

 14. We note 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 infrastructure to manufacture stemFit Active™ but have
not acquired the license or authorization to manufacture stemFit Active™.”

We revised the referenced paragraph
on page 17 to reflect that there are many capable manufacturers and that the Company does not anticipate being dependent upon any
one manufacturer.

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

We have described the principal
factors that we believe is the basis of competition or the Company’s products.

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 refer to generating revenue rather than increasing
revenue. In addition, please refrain from referring to existing customers.

We have revised he disclosure
accordingly.

Securities and Exchange Commission

February 26, 2015

Page 6 of 12

About stemFit Active™, page 16

 17. Please define the term “super foods.”

We have added the definition of “super foods”
to the disclosure.

 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 number of subject 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.

We added a footnote with the
reference of the clinical study, which is: See Kaats, Michalek, Preuss, et. al., “Nutrition Journal,” April 14, 2011,
Clinical Trial NCT01114685. We have added to the disclosure a description of the clinical study, the number of subjects, the primary
goals, etc.

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.

We have added a description of
the agreement to the disclosure.

 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 acquired.

We have revised this paragraph
to identify the sole licensee and sole manufacturer of RegeneFit™.

Securities and Exchange Commission

February 26, 2015

Page 7 of 12

Government Regulation, page 17

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

We have revised the disclosure
to discuss the regulations imposed upon or related to the Company’s products and the possible effects thereof.

Management’s Discussion and Analysis of Financial Condition
and 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.

We have added disclosure regarding
the changes to the business plan that would be caused by a lack of additional capital.

 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.

At the date of issuance, March
2014, the fair value of the shares was declared to be $0.01 per share, which was the same price at which shares were offered and
sold to unaffiliated third parties from April to July 2014. Additionally, the promissory note to Vivakor, Inc. was entered into
on April 1, 2014 and the conversion price was determined to be the fair market value as of such date.

Since the date of such issuances,
the Company has made substantial progress in the implementation of its business plan, including the launch of one product, the
engagement of a distributor and manufacturer, and the development of a second product. While the Company believes that the estimated
price of the public offering is reasonable, the price is arbitrary and is not based upon the Company’s assets, earnings,
book value or any other objective criterion of value.

Liquidity and Capital Resources, page 19.

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

We have described the promissory
note to Vivakor, Inc. under “Liquidity and Capital Resources” and have added the note as Exhibit 10.4.

Securities and Exchange Commission

February 26, 2015

Page 8 of 12

Management

Executive Officers and Directors, page 20

 25. Please revise your disclosure to describe the business experience of each director an executive officer, in accordance
with Item 401(e) of Regulation S-K.

We have revised the disclosure
associated with each director and executive officer to include the items required by Item 401(e) of Regulation S-K.

Executive Compensation

Summary Compensation Table, page 21

 26. We note Mr. Wiltz, 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 inconsistencies in your disclosure.

We have revised the disclosure
to reflect that directors receive annual cash compensation.

 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.

We have revised footnote 1 to
reflect that the number of shares of common stock issued in lieu of salary will be determined by the fair market value of the common
stock on the date any employee elects to receive stock.

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 Group 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.

We have revised the table to disclose the beneficial
owners of the shareholders.

Securities and Exchange Commission

February 26, 2015

Page 9 of 12

Certain Relationships and Related Party Transactions

Related Party T