SecProbe.io

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 1
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 August 15, 2025

 VIA EDGAR TRANSMISSION

 Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street N.E.

 Washington, D.C. 20549

 Attention: Nicholas O'Leary

 Re: Odyssey Health, Inc. Registration Statement on Form S-1

 File No. Your Ref: 333-289233

 REQUEST FOR ACCELERATION OF EFFECTIVENESS

 Dear Mr. O'Leary,

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Odyssey Health, Inc. (the "Company") hereby requests that the above-referenced Registration Statement
be declared effective at 10:00 am, Eastern Time on August 20, 2025, or as soon as practicable thereafter. This request for acceleration
is subject, however, to your receiving a telephone call prior to such time from our legal counsel, Joshua D. Brinen of Brinen & Associates
LLC, confirming this request. Our legal counsel has full authority to withdraw or modify this acceleration request, orally or in writing.

 Once the Registration Statement has been declared
effective, the Company would appreciate if you could notify, Joseph Michael Redmond at (603) 490 1114 and
provide us with a written copy of the notice of effectiveness.

 We request that we be notified of such effectiveness
by a telephone call to our legal counsel, Joshua D. Brinen of Brinen & Associates LLC at (212) 330-8151.

 We also respectfully request that a copy of the
written order from the Commission verifying the effective time and date of such Registration Statement be sent to Brinen & Associates
LLC, attention: Joshua D. Brinen, via facsimile at (212) 227-0201 or via electronic mail message at jbrinen@brinenlaw.com.

 Sincerely,

 Odyssey Health, Inc.

 /s/ Michael J. Redmond

 Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 11, 2025

Joseph Michael Redmond
Chief Executive Officer
Odyssey Health, Inc.
2300 West Sahara Avenue, Suite 800 - #4012
Las Vegas, NV 89102

 Re: Odyssey Health, Inc.
 Registration Statement on Form S-1
 Filed August 5, 2025
 File No. 333-289233
Dear Joseph Michael Redmond:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Nicholas O'Leary at 202-551-4451 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Industrial
Applications and
 Services
cc: Joshua D. Brinen, Esq.
</TEXT>
</DOCUMENT>

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August 4, 2022

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

  Attention:
  Joshua Gorsky

 Re: Odyssey Health, Inc.

    Registration Statement on Form S-1

    Filed July 29, 2022

    File No. 333-266422

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Gorsky,

Pursuant to Rule 461 under the Securities Act of 1933, as amended,
Odyssey Health, Inc. f/k/a Odyssey Group International, Inc. (the “Company”) hereby requests that the above-referenced Registration
Statement be declared effective at 9:00 AM EST, Eastern Time on Tuesday, August 9, 2022, or as soon as practicable thereafter.

This request for acceleration is subject, however, to your receiving
a telephone call prior to such time from our legal counsel, Joshua D. Brinen of Brinen & Associates, LLC, confirming this request.
Our legal counsel has full authority to withdraw or modify this acceleration request, orally or in writing.

Once the Registration Statement has been declared effective, the Company
would appreciate if you could notify Michael Redmond at (603) 490-1114 and provide us with a written copy of the notice of effectiveness.

We request that we be notified of such effectiveness by a telephone
call to Joshua D. Brinen of Brinen & Associates, LLC at 212-330-8151.

We also respectfully request that a copy of the written order from
the Commission verifying the effective time and date of such Registration Statement be sent to Brinen & Associates, LLC, attention:
Joshua D. Brinen, via facsimile at 212-330-8151 or via electronic mail message at service@brinenlaw.com.

Sincerely,

Odyssey Health, Inc.

/s/ Michael Redmond

Chief Executive Officer

United States securities and exchange commission logo
August 3, 2022
Joseph Michael Redmond
President and Chief Executive Officer
Odyssey Health, Inc.
2300 West Sahara Avenue
Suite 800 - #4012
Las Vegas, NV 89102
Re:Odyssey Health, Inc.
Registration Statement on Form S-1
Filed July 29, 2022
File No. 333-266422
Dear Mr. Redmond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Joshua Gorsky at 202-551-7836 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joshua D. Brinen

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November 30, 2020

VIA EDGAR TRANSMISSION

Securities and Exchange Commission

Division of Corporation Finance

100 F Street N.E.

Washington, D.C. 20549

Attention Tim Buchmiller

Re:	Odyssey Group International,
Inc.

Registration Statement on Form
S-1

File No. 333-250896

REQUEST FOR ACCELERATION OF EFFECTIVENESS

Dear Mr. Buchmiller,

Pursuant to Rule 461 under the Securities
Act of 1933, as amended, Odyssey Group International, Inc. (the “Company”) hereby requests that the above-referenced
Registration Statement be declared effective at 9:00 AM EST, Eastern Time on December 4, 2020, or as soon as practicable thereafter.  This request for acceleration is subject, however, to your receiving a telephone call prior to such
time from our legal counsel, Joshua D. Brinen of Brinen & Associates, LLC, confirming this request. Our legal counsel has full
authority to withdraw or modify this acceleration request, orally or in writing.

Once the Registration Statement has been
declared effective, the Company would appreciate if you could notify Michael Redmond at (603) 490-1114 and provide us with a written
copy of the notice of effectiveness.

We request that we be notified of such
effectiveness by a telephone call to Joshua D. Brinen of Brinen & Associates, LLC at 212-330-8151.

We also respectfully request that a copy
of the written order from the Commission verifying the effective time and date of such Registration Statement be sent to Brinen
& Associates, LLC, attention: Joshua D. Brinen, via facsimile at 212-330-8151 or via electronic mail message at service@brinenlaw.com.

Sincerely,

Odyssey Group International, Inc.

/s/ Michael Redmond

Chief Executive Officer

United States securities and exchange commission logo
November 27, 2020
Joseph Michael Redmond
President and Chief Executive Officer
Odyssey Group International, Inc.
2372 Morse Ave.
Irvine, CA 92614
Re:Odyssey Group International, Inc.
Registration Statement on Form S-1
Filed November 23, 2020
File No. 333-250896
Dear Mr. Redmond:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joshua D. Brinen, Esq.

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VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attention:  Jeffrey P. Riedler, Assistant
Director

Tara Keating Brooks, Staff Attorney

Re:  Odyssey Group International, Inc. Form S-1 Registration Statement (Registration No. 333-200785)

Acceleration Request

Requested Date:  July 30, 2015

Requested Time:  4:01 PM Eastern Time

Ladies and Gentlemen:

Odyssey Group International, Inc. (the
“Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”)
take appropriate action to declare the above-captioned Registration Statements on Form S-1 effective at the “Requested
Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Registrant hereby authorizes Christopher
A. Wilson, an attorney with the Registrant’s outside legal counsel, Wilson & Oskam, LLP, to orally modify or withdraw
this request for acceleration.

The Registrant hereby acknowledges that:

•  should the Commission or the staff of the Commission, 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 to delegated authority,
in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy
of the disclosure in the filing; and

•  the Registrant may not assert the staff comments and the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Registrant
requests that it be notified of such effectiveness by a telephone call to Mr. Wilson at (949) 922-8268.

Sincerely,

ODYSSEY GROUP INTERNATIONAL, INC.

By: /s/ James Short

James Short

Chief Financial Officer

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April 29, 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. 3 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 March 24, 2015. Set forth
below are each of the staff’s comments (in bold) to Amendment No. 3 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. 4 to the Registration
Statement (“Amendment No. 4”), which contains the revisions made to Amendment No. 3 to the Registration Statement
pursuant to the staff’s comments. A copy of Amendment No. 4 marked to show all changes is attached hereto for your convenience.

Risk Factors, page 2

 1. We note your Articles of Incorporation filed as Exhibit 3.1. We also note, subject to the provisions contained in Article
X of your Articles, the District Courts of the State of Nevada shall be the sole and exclusive forum for certain actions asserted
on behalf of or against the Company. Please add a risk factor describing the disadvantages to stockholders attendant to the exclusive
forum provision contained in your certificate of incorporation.

We have added a new risk factor describing the risks
relating to the provision of the Company’s Articles of Incorporation relating to the State of Nevada as the exclusive forum
for certain proceedings.

Security Ownership of Certain Beneficial Owners and Management,
page 25

Securities and Exchange Commission

April 29, 2015

Page 2 of 2

 2. We note your revised disclosure pursuant to our prior comment 11. Please revise your table of Beneficial Ownership on page
25, to reflect the percentage ownership of all directors and executive officers acting as a group including the shares held of
record by EcoScientific and beneficially owned by Steve Miller.

We have revised the Beneficial Ownership table to
accurately reflect the ownership of all directors and executive officers as a group.

Notes to Financial Statements, page F-4

 3. Please include a subsequent events footnote.

Because the Company has included its financial statements
through the fiscal quarter ended January 31, 2015, all material events have been reflected in the financial statements. Because
no material event has occurred subsequent to the end of such period, no subsequent event footnote is necessary.

The Company and its management acknowledge
their responsibility for the accuracy and adequacy of the disclosures they have made in the Registration Statement.

Please contact the undersigned if you have
further questions or comments regarding the Registration Statement as amended by Amendment No. 4.

    Sincerely,

    /s/Christopher A. Wilson

    Christopher A. Wilson

March 24, 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.
Amendment No. 3  to Registration Statement on Form S -1
Filed March 16 , 2015
  File No. 333 -200785

Dear Mr. Short:

We have reviewed your amended 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 providing the requested information and submitting an
amended registration statement on EDGAR. If you do not believe our comments apply to you r
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewing the information you provide in response to these comments and your
filed amended registration statement, we may have additional c omments.

Risk Factors, page 2

1. We note your Articles of Incorporation filed as Exhibit 3.1.  We also note, subject to the
provisions contained in Article X of your Articles,  the District Courts of the State of
Nevada shall be the sole and exclusive forum for certain actions asserted on behalf of or
against the Company.  Please add a risk factor describing the disadvantages to
stockholders attendant to the exclusive forum provision  contained in your certificate of
incorporation.

Security Ownership of Certain Beneficial Owners and Management, page 25

2. We note your revised disclosure pursuant to our prior comment 11.  Please revise your
table of Beneficial Ownership on page 25, to r eflect the percentage ownership of all

James Short
Odyssey Group International, Inc.
March 24, 2015
Page 2

 directors and executive officers acting as a group including the shares held of record by
EcoScientific and beneficially owned by Steve Miller .

Notes to Financial Statements, page F -4

3. Please include a subsequent e vents footnote.

 You may contact 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

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March 16, 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.

Amendment No. 2 to Registration
Statement on Form S-1

Filed February 26, 2015

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. 2 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 March 11, 2015. Set forth
below are each of the staff’s comments (in bold) to Amendment No. 2 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. 3 to the Registration
Statement (“Amendment No. 2”), which contains the revisions made to Amendment No. 2 to the Registration Statement
pursuant to the staff’s comments. A copy of Amendment No. 3 marked to show all changes is attached hereto for your convenience.

General

 1. We note your statement under “Our Business Model” on page 16 that, “[be]cause there are many third party
manufacturers capable of manufacturing our products and we can quickly switch from one manufacturer to another, we do not expect
to be dependent on any single third party manufacturer.” We also note the revised disclosure on page 17 under “Competition”
that, you “currently hold all of the rights to make, use and sell the Regenefit formula.” However, in the first full
risk factor on page 6 you state that, “UI retains certain right to the manufacturing and blending procedures.” Please
revise your disclose wherever necessary throughout the prospectus to reconcile these apparent discrepancies. Discuss any restrictions
that may prevent you from contracting with another manufacturer and to clarify whether UI has retained any rights that may impair
“all of [your] rights to make, use and sell the Regenefit formula.”

Securities and Exchange Commission

March 16, 2015

Page 2 of 5

We have revised the disclosure
to clarify that Ubiquity, Inc. retains the rights to its proprietary methods of blending, but no rights in the formula owned by
the company. We have also revised the disclosure throughout to clarify that UI’s rights do not affect the company’s
ability to use other manufacturers.

We may have difficulty raising additional
capital…, page 3

 2. Please expand your disclosure in the last risk factor on page 3 to describe the potential risks to stockholders from additional
financings including any issuance of convertible or non-convertible debt and senior equity. In that regard, we refer you to your
previous risk factor on the top of page 7.

  We have revised such risk factor to disclose the risks relating to additional financings.

The loss of or nonperformance of
suppliers…page 5

 2. We refer you to your disclosure in this risk factor that, “[w]e also license the right to distribute some of our products
from third parties.” Please expand your disclosure to identify the product(s) and licensor(s) referenced in this risk factor.

We have deleted this statement
as the company does not currently license any products.

If our copyrights and
trade secrets…, page 5

 4. Please revise your disclosure to remove the word “generally” in your statement “our products are generally
not patented.”

We have removed the word “generally”
from this risk factor.

Our trade secrets could
be misappropriated…, page 6

 5. Please describe the term “UI” at its first use in this risk factor.

We have revised this risk factor
to define “UI.”

Securities and Exchange Commission

March 16, 2015

Page 3 of 5

An increase in the price
and shortage of supply…, page 6

 6. We note your disclosure in this risk factor regarding “certain key raw materials” and your disclosure related
to raw materials on page 16, “Suppliers, Sources and Availability of Raw Materials” and “Regenefit.”
Please revise your disclosure to resolve any inconsistencies.

We have revised the disclosure
to resolve any inconsistencies regarding raw materials and the risks relating to availability and pricing.

 7. We note your risk factor discusses the risk related to changes in raw material prices. We also note your disclosure under
“Suppliers, Sources and Availability of Raw Materials” on page 16, states that you do not bear risk relating to market
prices of raw materials as these prices are fixed. Please revise your disclosure to resolve any inconsistencies.

We have revised the disclosure
to resolve any inconsistencies regarding raw materials and the risks relating to availability and pricing.

General Development of the Business,
page 15

 8. We note your disclosure with respect to your agreements with UI Ubiquity International, LLC (“UI”) and Well-med
Global LLC (“Well-med”). Please revise your disclosure to discuss the following:

•	Please
describe whether the “UI” manufacturing agreement is exclusive and any describe and termination provisions.

•	Please
explain the mechanism by which you may become the exclusive distributor of RegeneFit™. In that regard, we note your disclosure
states that if you meet certain purchase minimums then you will be the exclusive distributor of the RegeneFit™ product.

We have revised the disclosure
to clarify that the UI agreement is not exclusive and the company may terminate the agreement on 60-days’ notice. The disclosure
has been further revised to clarify that the company has exclusive rights to distribute Regenfit and that the pricing is dependent
upon certain minimum purchase requirements.

Securities and Exchange Commission

March 16, 2015

Page 4  of 5

Our Business Model, page 16

9.
We note your disclosure that you, “will rely on third party manufacturers to produce previously introduced athletic
enhancement products.” Please revise the disclosure to clarify, if true, that you currently market only one product. In the
alternative, identify the additional products.

  We have revised the disclosure to clarify that the company has recently completed development of a new product and expects
to introduce it in the second quarter of 2015.

Liquidity and Capital Resources,
page 21

10.
Please expand your disclosure to include a brief description of the collateral and conversion terms of the loan discussed
in the second paragraph and state whether the Holder or the Company has the right to determine repayment or conversion on April
1, 2015. In addition, please include a risk factor following your last risk factor on page 3, to discuss the risks to your business
and stockholders resulting from the potential conversion and repayment of the loan.

We have revised the disclosure
to describe the collateral. However, we also disclose that this note was paid in full as of March 11, 2015.

Security Ownership of Certain
Beneficial Owners and Management, page 25

11.
We note your revised disclosure pursuant to our prior comment 28. Please revise the total number of shares Mr. Miller beneficially
owns to include the EcoScientific Inc. shares, in accordance with Rule 13d-3 of the Securities Exchange Act of 1934.

We have revised the table to correctly
reflect Mr. Miller’s beneficial ownership.

Related Party Transactions,
page 26

12.
Please expand your disclosure relating to the Contribution Agreement referenced in this section to include a description
of the agreement including exclusivity provisions, purchase requirements, any conditions that must be achieved or maintained in
order to maintain exclusivity in the rights to the Formula or its distribution, duration and termination provisions. In that regard,
we refer you to your disclosure in the last sentence of the third paragraph on page 15.

Securities and Exchange Commission

March 16, 2015

Page 5 of 5

  We have revised this disclosure accordingly. Please be aware that the disclosure on page 15 did not relate to the Contribution
Agreement, but rather the agreement with Ubiquity International, LLC, which was also revised.

The Company and its management acknowledge
their responsibility for the accuracy and adequacy of the disclosures they have made in the Registration Statement.

Please contact the undersigned if you
have further questions or comments regarding the Registration Statement as amended by Amendment No. 3.

    Sincerely,

    /s/Christopher A. Wilson

    Christopher A. Wilson

March 11, 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.
Amendment No. 2 to Registration Statement on Form S -1
Filed February 26, 2015
  File No. 333 -200785

Dear Mr. Short:

We have reviewed your amended 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 providing the requested information and submitting an
amended registration statement on EDGAR. If you do not believe our comments apply to  your
facts and circumstances or do not believe an amendment is appropriate, please tell us why in
your response.

After reviewing the information you provide in response to these comments and your
filed amended registration statement, we may have addition al comments.

General

1. We note your statement under “Our Business Mod el” on page 16 that, “[be]cause there
are many third party manufacturers capable of manufacturing our products and we can
quickly switch from one manufacturer to another, we do not expect  to be dependent on
any single third party manufacturer .” We also note the revised disclosure on page 17
under “Competition” that, you “currently hold all of the rights to make, use and sell the
sell the Regenefit formula.” However, in  the first full risk fact or on page 6 you state that,
“UI retains certain right to the manufacturing and blending procedures .” Please revise
your disclose wherever necessary throughout the prospectus to reconcile these apparent
discrepancies. D iscuss any restrictions that may prev ent you from contracting with
another manufacturer and to clarify whether UI has retained any rights that may impair
“all of [your] rights to make, use and sell the Regenefit formula.”

James Short
Odyssey Group International, Inc.
March 11, 2015
Page 2

We may have difficulty raising additional capital …, page 3

2. Please e xpand your disclosure in the last risk factor on page 3 to describe the potential
risks to stockholders from additional financings  including  any issuance of convertible or
non-convertible debt and senior equity .  In that regard, we refer you to your previo us risk
factor on the top of page 7.

The loss of or nonperformance of suppliers… page 5

3. We refer you to your disclosure in this risk factor that, “[w]e also license the right to
distribute some of our products from third parties.”  Please expand your di sclosure to
identify the product (s) and licensor (s) referenced in this risk factor.

If our copyrights and trade secrets …, page 5

4. Please revise your disclosure to remove the word “generally” in your statement “our
products are generally not patented .”

Our trade secrets could be misappropriated …, page 6

5. Please describe  the term “UI” at its first use in this risk factor.

An increase in the pri ce and shortage of supply …, page 6

6. We note your disclosure in this risk factor regarding “certain key raw materials” and your
disclosure related  to raw materials on page 16, “Suppliers, Sources and Availability of
Raw Materials” and “ Regenefit. ”  Please revise your disclosure to resolve any
inconsistencies .

7. We note your risk factor discusses the risk related to changes in raw material prices. We
also note your disclosure under “Suppliers, Sources and Availability of Raw Materials”
on page 16, states that you do not bear risk relating to m arket prices of raw materials as
these prices are fixed. Please revise your disclosure to resolve any inconsistencies.

General Development of the Business, page 15

8. We note your disclosure with respect to your agreements with UI  Ubiquity International,
LLC  (“UI”) and Well -med Global LLC (“Well -med”).  Please revise your disclosure to
discuss the following:
 Please describe whether the “UI” manufacturing agreement is exclusive  and any
describe and termination provisions.
 Please explain the mechanism by whi ch you may become the exclusive distributor
of Regen eFit™.  In that regard, we note your disclosure states that if you meet

James Short
Odyssey Group International, Inc.
March 11, 2015
Page 3

 certain purchase minimums then you will be the exclusive distributor of the
RegeneFit™ product.

Our Business Model, page 16

9. We note your disclosure that you, “will rely on third party manufacturers to produce
previously introduced athletic enhancement products.”  Please revise the disclosure to
clarify, if true, that you currently market only one product . In the alternative , identify the
additional products .

Liquidity and Capital Resources, page 21

10. Please expand  your disclosure to include a brief description of the collateral  and
conversion terms of the loan discussed in the second paragraph  and state whether the
Holder or the Company has the right to determine repaymen t or conversion on April 1,
2015.  In addition, please include a risk factor following your last risk factor on page 3 , to
discuss  the risks to your business and stockholders resulting from the potential
conversion and repayment  of the loan .

Security Ow nership of Certain Beneficial Owners and Management, page 25

11. We note your revised disclosure pursuant to our prior comment 28. Please revise the total
number of sh ares Mr. Miller beneficially owns to include the EcoScientific Inc. shares , in
accordance with Rule 13d -3 of the Securities Exchange Act of 1934.

Related Party Transactions , page 26

12. Please expand your disclosure relating to the Contribution Agreement referenced in this
section to include a description of the agreement  including  exclusivity pr ovisions,
purchase requirements, any conditions that must be achieved  or maintained in order to
maintain exclusivity in the rights to the Formula or its distribution , duration and
termination  provisions . In that regard, we refer you to your disclosure in t he last sentence
of the third paragraph on page 15.

You may contact 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.

James Short
Odyssey Group International, Inc.
March 11, 2015
Page 4

 Sincerely,

 /s/ Jeffrey P. Riedler

Jeffrey P. Riedler
Assistant Director

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

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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

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