Odyssey Group International, Inc. (Form: S-1, Received: 12/08/2014 06:01:03)

As filed with the Securities and Exchange Commission on December 8, 2014

Registration No. [----]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ODYSSEY GROUP INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	8731	47-1022125
(State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
incorporation or organization)	Classification Code Number)	Identification No.)

Odyssey Group International, Inc.

4262 Blue Diamond Road, Suite 102-281

Las Vegas, Nevada 89139

(702) 751-1418

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

Copy to:

Christopher A. Wilson, Esq.

Wilson & Oskam, LLP

9110 Irvine Center Drive

Irvine, CA 92618

Tel: (949) 752-1100/Fax: (949) 752-1144

cwilson@wilsonoskam.com

James Short

4262 Blue Diamond Road, Suite 102-281

Las Vegas, NV 89139

(714) 342-0179

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public:

From time to time after this registration statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer: ¨

Accelerated filer: ¨

Non-accelerated filer: ¨

Smaller reporting company: R

CALCULATION OF REGISTRATION FEE(1)

Title of Each Class of Securities to be Registered		Amount to be Registered		Proposed Maximum Offering Price(2)		Proposed Maximum Aggregate Offering Price(3)		Amount of Registration Fee(4)
Common stock, par value $.001 per share		14,750,000		$0.50		$7,375,000		$857

____________

(1) Registration fee has been paid via Fedwire.

(2) This is the initial public offering, and no current trading market exists for our common stock.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act.

(4) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

The offering price was estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange, and, in accordance with Rule 457, the offering price of $0.50 is a fixed price at which the selling stockholders may sell their shares until our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, at which time the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that any application for the listing of our common stock on an exchange or automated quotation system will be approved or that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Bulletin Board; nor can there be any assurance that such an application for quotation will be approved.

The information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS (Subject to Completion)

Dated: December _, 2014

PROSPECTUS

14,750,000 shares of common stock

We are an emerging growth company. This prospectus relates to the sale of up to 14,750,000 shares of our common stock by persons who purchased shares of our common stock in a private placement that we effected in June and July 2014. The purchasers of common stock in such private placement whose shares are being registered for resale are referred to in this prospectus as the selling stockholders.

Our common stock is not listed or traded on any exchange or automated quotation system. We intend, upon the effectiveness of the registration statement of which this prospectus is a part, to apply for the listing of our common stock on a national stock exchange or an automated quotation system. There can be no assurance that any application for the listing of our common stock on a national stock exchange or an automated quotation system will be approved. If any such application is not approved and our common stock ultimately is not listed on a national stock exchange or an automated quotation system, we intend to engage a market maker to apply for quotation on the OTC Electronic Bulletin Board. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTC Electronic Bulletin Board; nor can there be any assurance that such an application for quotation will be approved.

There currently is no public market for our common stock. Until such time that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, the shares offered under this prospectus by the selling stockholders will be sold at a fixed price of $0.50 per share. As of and after such time (if ever) that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, the shares offered under this prospectus by the selling stockholders may be sold on the public market, in negotiated transactions with a broker-dealer or market maker as principal or agent or in privately negotiated transactions not involving a broker-dealer, and the prices at which the selling stockholders may sell the shares may be determined by the prevailing market price of the shares at the time of sale, may be different from such prevailing market price or may be determined through negotiated transactions with third parties.

Each selling stockholder may be considered an “underwriter” within the meaning of the Securities Act of 1933, as amended.

We will pay the expenses of this offering.

The securities offered in this prospectus involve a high degree of risk. You should consider the risk factors beginning on page 3 before purchasing our common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is _____________, 2014

TABLE OF CONTENTS

PROSPECTUS SUMMARY	1
ABOUT THIS OFFERING	2
RISK FACTORS	3
CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS	12
USE OF PROCEEDS	12
DETERMINATION OF OFFERING PRICE	12
DIVIDEND POLICY	13
CAPITALIZATION	13
DILUTION	13
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	14
DESCRIPTION OF BUSINESS	15
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
MANAGEMENT	20
EXECUTIVE COMPENSATION	21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	23
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	24
DESCRIPTION OF CAPITAL STOCK	24
SELLING STOCKHOLDERS	26
PLAN OF DISTRIBUTION	27
DISCLOSURE OF SEC POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	28
LEGAL OPINION	29
EXPERTS	29
INTERESTS OF NAMED EXPERTS AND COUNSEL	29
ADDITIONAL INFORMATION	29
INDEX TO FINANCIAL STATEMENTS	F-1

Unless otherwise specified, the information in this prospectus is set forth as of November 30, 2014, and we anticipate that changes in our affairs will occur after such date. We have not authorized any person to give any information or to make any representations, other than as contained in this prospectus, in connection with the offer contained in this prospectus. If any person gives you any information or makes representations in connection with this offer, do not rely on it as information we have authorized. This prospectus is not an offer to sell our common stock in any state or other jurisdiction to any person to whom it is unlawful to make such offer.

PROSPECTUS SUMMARY

The following summary highlights selected information from this prospectus and may not contain all the information that is important to you. To understand our business and this offering fully, you should read this entire prospectus carefully, including the financial statements and the related notes beginning on page F-1. When we refer in this prospectus to “OGI,” the “company,” “our company,” “we,” “us” and “our,” we mean Odyssey Group International, Inc., a Nevada corporation. This prospectus contains forward-looking statements and information relating to OGI. See “Cautionary Note Regarding Forward Looking Statements” on page 12.

Our Company

Odyssey Group International, Inc. was formed as a Nevada corporation in March 2014 for the purpose of distributing athletic enhancement products throughout the United States.

Our principal executive offices are located at 4262 Blue Diamond Road, Suite 102-281, Las Vegas, Nevada 89139. Our telephone number is (702) 751-1418, and our website address is www.odysseygi.com.

JOBS Act

Recently the United States Congress passed the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), which provides for certain exemptions from various reporting requirements applicable to public companies that are reporting companies and are “emerging growth companies.” We are an “emerging growth company” as defined in Section 3(a) of the Exchange Act (as amended by the JOBS Act, enacted on April 5, 2012), and we will continue to qualify as an “emerging growth company” until the earliest to occur of: (a) the last day of the fiscal year during which we have total annual gross revenues of $1,000,000,000 (as such amount is indexed for inflation every five years by the SEC) or more; (b) the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act; (c) the date on which we have, during the previous three-year period, issued more than $1,000,000,000 in non-convertible debt; or (d) the date on which we are deemed to be a “large accelerated filer,” as defined in Exchange Act Rule 12b–2. Therefore, we expect to continue to be an emerging growth company for the foreseeable future.

Generally, a registrant that registers any class of its securities under Section 12 of the Exchange Act is required to include in the second and all subsequent annual reports filed by it under the Exchange Act a management report on internal control over financial reporting and, subject to an exemption available to registrants that meet the definition of a “smaller reporting company” in Exchange Act Rule 12b-2, an auditor attestation report on management’s assessment of internal control over financial reporting. However, for so long as we continue to qualify as an emerging growth company, we will be exempt from the requirement to include an auditor attestation report in our annual reports filed under the Exchange Act, even if we do not qualify as a “smaller reporting company”. In addition, as an emerging growth company, we are able to avail ourselves to the reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and to not present to our stockholders a nonbinding advisory vote on executive compensation, obtain approval of any golden parachute payments not previously approved or present the relationship between executive compensation actually paid and our financial performance. We have irrevocably elected to comply with new or revised accounting standards even though we are an emerging growth company.

The Offering

This prospectus covers shares being offered for resale by the selling stockholders, which shares were issued by us in a private placement that we effected in June and July 2014. The holders of shares of our common stock described in this paragraph are the selling stockholders under this prospectus.

ABOUT THIS OFFERING


Securities Being Offered	Up to 14,750,000 shares of our common stock to be sold by selling stockholders.

Initial Offering Price	A fixed price of $0.50 per share until such time (if ever) that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, after which the shares offered under this prospectus by the selling stockholders may be sold at prices determined by the prevailing market price of the shares at the time of sale, may be different from such prevailing market price or may be determined through negotiated transactions with third parties.

Terms of the Offering	The selling stockholders will determine the terms relative to the sale of the shares of our common stock offered hereby.

Termination of the Offering	The offering will conclude when all of the 14,750,000 shares of common stock have been sold or at a time when our company, in its sole discretion, decides to terminate the registration of the shares.

Risk Factors	An investment in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 3.

RISK FACTORS

An investment in our common stock is highly speculative, involves a high degree of risk and should be made only by investors who can afford a complete loss. You should carefully consider the following risk factors, together with the other information in this prospectus, including our financial statements and the related notes, before you decide to buy our common stock. If any of the following risks actually occurs, then our business, financial condition or results of operations could be materially adversely affected, the trading of our common stock could decline, and you may lose all or part of your investment therein.

Risks Relating to our Business

We are at an emerging operational stage, and our success is subject to the substantial risks inherent in the operation of an emerging business venture.

The execution of our business strategy is in an emerging stage. Our business and operations should be considered to be in an emerging stage and subject to all of the risks inherent in the operation of an emerging business venture. Our intended business and operations may not prove to be successful in the future, if at all. Any future success that we might enjoy will depend on many factors, several of which may be beyond our control, or which cannot be predicted at this time, and which could have a material adverse effect on our financial condition, business prospects and operations and the value of an investment in our company.

We have no significant operating history.

Our company was formed in March 2014, and we have no significant operating history. This lack of operating history makes the prediction of future operating results difficult if not impossible. Our proposed operations are subject to all business risks associated with new enterprises. The likelihood of our success must be considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with the growth of an early stage business. There is a substantial risk of failure associated with any new business strategy as a result of problems encountered in connection with the commencement of new operations. Such problems include but are not limited to the entry of new competition and unknown or unexpected additional costs and expenses that may exceed estimates.

Our limited operating history creates substantial uncertainty about future results and our ability to continue as a going concern.

We have no operating history or operations on which to base expectations regarding our future results and performance. In order to succeed, we must do most, if not all, of the following:

raise corporate equity to support our operating costs and to have sufficient funds to develop, market and sell our products;

locate strategic licensing and commercialization partners;

continue to identify and establish relationships with customers and distributors;

attract, integrate, retain and motivate qualified management and sales personnel;

successfully execute our business strategies;

respond appropriately and timely to competitive developments; and

develop, enhance, promote and carefully manage our corporate identity.

Our business will suffer if we are unable to accomplish these and other important business objectives. We are uncertain as to when, or whether, we will fully implement our contemplated business plan and strategy or become profitable. See Note 7 of the Notes to the Financial Statements and the Audit Report for further detail.

We may have difficulty raising additional capital, which could deprive us of necessary resources.

We expect to continue devoting significant capital resources to fund research and development. In order to support the initiatives envisioned in our business plan, we will need to raise additional funds through the sale of assets, public or private debt or equity financing, collaborative relationships or other arrangements. Our ability to raise additional financing depends on many factors beyond our control, including the state of capital markets, the market price of our common stock and the development or prospects for development of competitive products by others. Because our common stock is not listed on a major stock market, many investors may not be willing or allowed to purchase it or may demand steep discounts. Sufficient additional financing may not be available to us or may be available only on terms that would result in further dilution to the current owners of our common stock.

Failure to implement our business strategy could adversely affect our operations.

Our financial position, liquidity and results of operations depend on our management’s ability to execute our business strategy. Key factors involved in the execution of our business strategy include:

achieving the desired cost of goods on inventory;

the use of sophisticated risk management techniques and quality control testing;

continued investment in technology to support operating efficiency; and

continued access to significant funding and liquidity sources.

Our failure or inability to execute any element of our business strategy could materially adversely affect our financial position, liquidity and results of operations.

Our failure to defend ourselves against infringement litigation, if any, could harm our business.

We could be subject to potential infringement actions. Our company’s business is “trademark intensive,” requiring us to constantly search for brands and marks that are not already used by competitors. Claims for infringement, with or without merit and whether based on allegations that our company’s technology or its intellectual property claims infringe on the rights of others, could subject us to costly litigation and the diversion of financial and human resources, regardless of the ultimate resolution of the claims. If such claims are successful, we could be required to modify our products or services, create additional new trademarks, pay financial damages or attempt to negotiate licensing arrangements with third parties.

Our products are subject to substantial federal and state regulations.

Our research and development activities and the manufacturing and marketing of our products may be subject to the laws, regulations and guidelines and, in some cases, regulatory approvals of governmental authorities in the United States and other countries in which our products are or will be marketed. Specifically, in the United States, the Food and Drug Administration (the “FDA”) regulates, among other areas, new drug and cosmetic product approvals, over-the-counter drugs and clinical trials of new products and services to establish the proper labeling, safety and efficacy of these products and services and the accuracy of certain marketing claims.

Additional or more stringent laws and regulations of dietary supplements and other products have been considered from time to time. These developments could require the reformulation of some products to meet new standards, recalls or the discontinuance of some products not able to be reformulated, additional record-keeping requirements, increased documentation of the properties of some products, additional or different labeling, additional scientific substantiation or other new requirements. Any of these developments could increase our costs significantly.

The FTC, which in the United States exercises jurisdiction over the advertising of consumer products, has in the past several years instituted enforcement actions against several pharmaceutical, cosmetic and dietary supplement companies and others for false and misleading advertising of products to consumers. Enforcement actions often have resulted in consent decrees and monetary payments by the companies involved. Although we make every reasonable effort to ensure that ample foundation exists for our marketing claims, we cannot be certain that the FTC will not question our advertising or other activities in the future. In addition, we cannot predict whether new legislation or regulations governing our activities will be enacted by legislative bodies or promulgated by agencies further regulating or restricting our activities or what the effect of any such legislation or regulations would be on our business. Although we have retained counsel to advise and assist us on issues of compliance, it is possible that regulatory changes could occur that could detrimentally affect our ability to market and sell our products. In addition, regulatory changes could affect our advertising in a manner that could negatively affect earnings. Also, the FTC revised its Guides Concerning the Use of Endorsements and Testimonials in Advertising, or Guides, which became effective on December 1, 2009. Although the Guides are not binding, they explain how the FTC interprets Section 5 of the FTC Act’s prohibition on unfair or deceptive acts or practices. Consequently, the FTC could bring a Section 5 enforcement action based on practices that are inconsistent with the Guides. Under the revised Guides, advertisements that feature a consumer and convey his or her atypical experience with a product or service are required to clearly disclose the results that consumers can generally expect. In contrast to the 1980 version of the Guides, which allowed advertisers to describe atypical results in a testimonial as long as they included a disclaimer such as “results not typical,” the revised Guides no longer contain such a safe harbor. The revised Guides also add new examples to illustrate the long-standing principle that “material connections” between advertisers and endorsers (such as payments or free products), connections that consumers might not expect, must be disclosed. We have revised our marketing materials to be compliant with the revised Guides. However, it is possible that our use of testimonials in the advertising and promotion of our products will be significantly impacted, which might negatively impact our sales.

Our products will not be subject to clinical trials or FDA approval.

When sold publicly, some of our products may demonstrate health, safety or effectiveness concerns that may ultimately damage the commercialization of our products. If these concerns are severe to the extent that it may not be worthwhile to pursue any one or all of the products commercially, our business would be severely harmed. Because these types of products will not be FDA approved, the reception of our products by the general public is unknown. Not having FDA approval of our products potentially may have a negative impact on the public’s acceptance of our products or limit our products to a niche market. Our products’ effectiveness also will be highly determinative of our reputation. If we are unable to meet the public’s wants and expectations, our business would be harmed.

We may experience product recalls, which could reduce our sales and margin and adversely affect our results of operations.

We may be subject to product recalls, withdrawals or seizures if any of the products we formulate, manufacture or sell are believed to cause injury or illness or if we are alleged to have violated governmental regulations in the manufacturing, labeling, promotion, sale or distribution of such products. Any recall, withdrawal or seizure of any of the products we formulate, manufacture or sell would require significant management attention, would likely result in substantial and unexpected expenditures and could materially and adversely affect our business, financial condition or results of operations. Furthermore, a recall, withdrawal or seizure of any of our products could materially and adversely affect consumer confidence in our brands and decrease demand for our products and negatively impact our business.

As is common in our industry, we rely on our third party vendors and distributors to ensure that the products they manufacture and sell to us comply with all applicable regulatory and legislative requirements as well as the integrity of ingredients and proper formulation. In general, we seek representations and warranties, indemnification and/or insurance from our vendors. However, even with adequate insurance and indemnification, any claim of non-compliance could significantly damage our reputation and consumer confidence in our products and materially and adversely affect the market price of our common stock. In addition, the failure of such products to comply with the representations and warranties regarding such products we receive from our third party vendors, including compliance with applicable regulatory and legislative requirements, could prevent us from marketing the products or require us to recall or remove such products from the market, which in certain cases could materially and adversely affect our business, financial condition and results of operation. As a result of the indeterminable level of product substitution and reformulated product sales, we cannot reliably determine the potential impact of any such recall or removal on our business, financial condition or results of operation.

Our operations could be harmed if we are found not to be in compliance with Good Manufacturing Practices.

In the United States, FDA regulations on Good Manufacturing Practices and Adverse Event Reporting requirements for the nutritional supplement industry require us and our vendors to maintain good manufacturing processes, including stringent vendor qualifications, ingredient identification, manufacturing controls and record keeping. We also are required to report serious adverse events associated with consumer use of our products. Our operations could be harmed if regulatory authorities make determinations that we, or our vendors, are not in compliance with these regulations or public reporting of adverse events harms our reputation for quality and safety. A finding of noncompliance may result in administrative warnings, penalties or actions impacting our ability to continue selling certain products. In addition, compliance with these regulations has increased and may further increase the cost of manufacturing certain of our products as we work with our vendors to assure that they are qualified and in compliance.

The loss of suppliers or shortages in ingredients could harm our business.

We acquire ingredients and products from third party suppliers and manufacturers. A loss of any of these suppliers and any difficulty in finding or transitioning to alternative suppliers could harm our business. In addition, we obtain some of our products from sole suppliers that own or control the product formulations, ingredients or other intellectual property rights associated with such products. We also license the right to distribute some of our products from third parties. In the event that we are unable to renew these contracts, we may need to discontinue some products or develop substitute products, which could harm our revenue. In addition, if we experience supply shortages or regulatory impediments with respect to the raw materials and ingredients we use in our products, we may need to seek alternative supplies or suppliers and may experience difficulties in finding ingredients that are comparable in quality and price. If we are unable to respond successfully to such issues, our business could be harmed.

Production difficulties, quality control problems and inaccurate forecasting could harm our business.

Production difficulties and quality control problems and our reliance on third party suppliers to deliver quality products in a timely manner could harm our business. We may experience production difficulties with respect to our products, including the import or export of ingredients and delivery of products that do not meet our specifications and quality control standards. These quality problems could in the future result in stock outages or shortages in our markets with respect to such products, harming our sales and creating inventory write-offs for unusable products.

If our intellectual property is not adequate to provide us with a competitive advantage or to prevent competitors from replicating our products, or if we infringe the intellectual property rights of others, then our financial condition and operating results would be harmed.

Our future success and ability to compete depend on our ability to timely produce innovative products and product enhancements that motivate our customers, which we attempt to protect under a combination of copyright, trademark and trade secret laws, confidentiality procedures and contractual provisions. However, our products are generally not patented domestically or abroad, and the legal protections afforded by common law and contractual proprietary rights in our products provide only limited protection and may be time-consuming and expensive to enforce and/or maintain. Further, despite our efforts, we may be unable to prevent third parties from infringing on or misappropriating our proprietary rights or from independently developing non-infringing products that are competitive with, equivalent to and/or superior to our products.

Monitoring infringement and/or misappropriation of intellectual property can be difficult and expensive, and we may not be able to detect every infringement or misappropriation of our proprietary rights. Even if we do detect infringement or misappropriation of our proprietary rights, litigation to enforce these rights could cause us to divert financial and other resources away from our business operations. Further, the laws of some foreign countries do not protect our proprietary rights to the same extent as do the laws of the United States.

Additionally, third parties may claim that products or marks that we have independently developed or that bear certain of our trademarks infringe on their intellectual property rights, and there can be no assurance that one or more of our products or marks will not be found to infringe on third party intellectual property rights in the future.

Our intellectual property could be misappropriated by our licensees, and our reputation could be damaged.

We are engaged in the business of licensing, identifying and selecting distribution channels, and establishing agreements with distributors to get products to market quickly, while obtaining royalties for the sales of the products. In the event that one of our licensees misappropriates our property rights, litigation to enforce these rights could cause us to divert resources away from business operations. Additionally, our licensees may perform such actions that would damage the reputation of our company or our products that could potentially damage our business. Even after terminating our agreement with such a licensee, the reputational damage to our company or our products could be long lasting, especially with products that are new to the market.

An increase in the price and shortage of supply of key raw materials could adversely affect our business.

Our products are composed of certain key raw materials. If the prices of these raw materials were to increase significantly, it could result in a significant increase to us in the prices our contract manufacturers and third party manufacturers charge us for our products and third party products. Raw material prices may increase in the future, and we may not be able to pass on such increases to our customers. A significant increase in the price of raw materials that cannot be passed on to customers could have a material adverse effect on our results of operations and financial condition. In addition, if we no longer are able to obtain products from one or more of our suppliers on terms reasonable to us or at all, then our revenues could suffer. Events such as the threat of political or social unrest, or the perceived threat thereof, also may have a significant impact on raw material prices and transportation costs for our products. In addition, the interruption in supply of certain key raw materials essential to the manufacturing of our products may have an adverse impact on our suppliers’ ability to provide us with the necessary products needed to maintain our customer relationships and an adequate level of sales.

Unfavorable publicity or consumer perception of our products, the ingredients they contain and similar products distributed by other companies could cause fluctuations in our operating results and could have a material adverse effect on our reputation, the demand for our products and our ability to generate revenues and the market price of our common stock.

We depend substantially on consumer perception of the safety and quality of our products and the ingredients they contain, as well as similar products distributed by other companies. Consumer perception of products and the ingredients they contain can be significantly influenced by scientific research or findings, national media attention and other publicity about product use. A product may be received favorably, resulting in high sales associated with that product that may not be sustainable as consumer preferences change. Future scientific research or publicity could be unfavorable to our industry or any of our particular products or the ingredients they contain and may not be consistent with earlier favorable research or publicity. A future research report or publicity that is perceived by our consumers as less favorable or that questions earlier research or publicity could have a material adverse effect on our ability to generate revenues. As such, period-to-period comparisons of our results should not be relied on as a measure of our future performance. Adverse publicity in the form of published scientific research or otherwise, whether or not accurate, that associates consumption of our products or the ingredients they contain or other similar products distributed by other companies with illness or other adverse effects, that questions the benefits of our or similar products or that claims that such products are ineffective could have a material adverse effect on our reputation, the demand for our products, and our ability to generate revenues.

Our success depends on our ability to maintain and expand our operational and maintenance capabilities.

Our in-house capabilities are limited by our small number of employees and limited experience. If we are unable to hire and train qualified employees, we may not be able to efficiently sell our athletic enhancement products. Failure to operate efficiently may result in losses and ultimately the failure of our business and the loss of our stockholders’ entire investment in our company.

We may be forced to curtail or discontinue operations if we are unable to obtain, on commercially acceptable terms, additional capital that we may require from time to time in the future to finance our operations and growth.

We will need additional capital to continue and expand our operations and to implement our business strategy. If our operations expand faster or at a higher rate than currently anticipated, we may require additional capital sooner than we expect. We also may need to raise additional funds sooner to fund more rapid expansion or the development or enhancement of our existing athletic enhancement products, services, capabilities and systems. We are unable to provide any assurance or guarantee that additional capital will be available when needed by our company or that such capital will be available under terms acceptable to our company or on a timely basis. If additional funds are raised through the issuance of equity, convertible debt or similar securities of our company, the percentage of ownership of our company by our company’s stockholders will be reduced, our company’s stockholders may experience additional dilution, and such securities may have rights or preferences senior to those of our common stock. We are unable to provide any assurance that additional financing will be available on terms favorable to us or at all. If adequate funds are not available or are not available on acceptable terms, our ability to fund our expansion, take advantage of potential opportunities, develop or enhance athletic enhancement products, services, capabilities and systems or otherwise respond to competitive pressures would be limited significantly. This limitation could harm substantially our business, results of operations and financial condition.

We are exposed to risks associated with the recent worldwide economic slowdown and related uncertainties .

We plan to expand our level of operations. Slower economic activity, concerns about inflation or deflation, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions and liquidity concerns in the general economy and recent international conflicts and terrorist and military activity have resulted in a downturn in worldwide economic conditions, especially in the United States. Recent political and social turmoil related to international conflicts and terrorist acts can be expected to place further pressure on economic conditions in the United States and worldwide. These political, social and economic conditions make it extremely difficult for us to accurately forecast and plan future business activities. If such conditions continue or worsen, our business, financial condition and results of operations could be materially and adversely affected.

We anticipate significant growth in our business, and any inability to manage such growth could harm our business.

Our success will depend, in part, on our ability to manage effectively our growth and expansion. We plan to expand our business significantly. Any growth in or expansion of our business is likely to continue to place a significant strain on our management and administrative resources, infrastructure and systems. In order to succeed, we will need to continue to implement management information systems and improve our operating, administrative, financial and accounting systems and controls. We also will need to train new employees and maintain close coordination among our executive, accounting, finance and operations organizations. These processes are time consuming and expensive, will increase management responsibilities and will divert management attention. Our inability or failure to manage our growth and expansion effectively could harm substantially our business and adversely affect our operating results and financial condition.

If our business is unsuccessful, our stockholders may lose their entire investment.

Although our stockholders will not be bound by or be personally liable for our expenses, liabilities or obligations beyond their total original investments in our common stock, if we suffer a deficiency in funds with which to satisfy our obligations, our stockholders as a whole may lose their entire investment in our company.

We may be unable to compete successfully against existing and future competitors, which could harm our margins and our business.

We face competition from a large number of existing companies. We believe that the general financial success of companies within the health and wellness market will continue to attract new competitors to the industry.

We can provide no assurance that we will be able to compete successfully against current or potential competitors. Many of our current and potential competitors have longer operating histories, better brand recognition and significantly greater financial, technical and marketing resources than we do. Many of these competitors may have well-established relationships with manufacturers and other key strategic partners and can devote substantially more resources to such relationships. As a result, they may be able to secure equipment, technology, products and systems, among other things that we may need, from vendors on more favorable terms, fulfill customer orders or requests more efficiently and adopt more aggressive pricing policies than we can. They also may be able to secure a broader range of technologies, products and systems from or develop close relationships with primary vendors. Some competitors may price their products, services, capabilities and systems below cost in an attempt to gain market share.

Increased competition may result in price reductions, reduced gross margin and loss of market share, any of which could harm our business and adversely affect our operating results and financial condition. We may not be able to compete successfully and respond to competitive pressures. Our inability to compete effectively with current or future competitors could harm our business and have a material adverse effect on our results of operations and financial condition.

Our inability to retain and properly insure against the loss of the services of our executive officers and other key personnel may harm our business and impede the implementation of our business strategy.

Our future success depends significantly on the skills and efforts of Steve Miller and James Short and possibly other key personnel. The loss of the services of any of these individuals could harm our business and operations. In addition, we have not obtained key person life insurance on any of our key employees. If any of our executive officers or key employees left or was seriously injured and unable to work and we were unable to find a qualified replacement and/or to obtain adequate compensation for such loss, we may be unable to manage our business, which could harm our operating results and financial condition.

Our inability to attract, train and retain additional qualified personnel may harm our business and impede the implementation of our business strategy.

Once our business begins to grow, we will need to attract, integrate, motivate and retain a significant number of additional administrative and sales personnel. Competition for these individuals in our industry and geographic region is intense, and we may be unable to attract, assimilate or retain such highly qualified personnel in the future. Our business cannot continue to grow if we are unable to attract such qualified personnel. Our failure to attract and retain highly trained personnel that are essential to our business may limit our growth rate, which would harm our business and impede the implementation of our business strategy.

We may indemnify our directors and officers against liability to us and our stockholders, and such indemnification could increase our operating costs.

Our bylaws allow us to indemnify our directors and officers against claims associated with carrying out the duties of their offices. Our bylaws also allow us to reimburse them for the costs of certain legal defenses. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to our directors, officers or control persons, we have been advised by the SEC that such indemnification is against public policy and is therefore unenforceable.

Since our directors and officers are aware that they may be indemnified for carrying out the duties of their offices, they may be less motivated to meet the standards required by law to properly carry out such duties, which could increase our operating costs. Further, if our directors and officers file a claim against us for indemnification, the associated expenses also could increase our operating costs.

There are substantial inherent risks in attempting to commercialize newly developed products, and, as a result, we may not be able to successfully develop new products.

Our company plans to conduct research and development of products in the health and wellness field. However, commercial feasibility and acceptance of such product candidates are unknown. Scientific research and development requires significant amounts of capital and takes an extremely long time to reach commercial viability, if at all. During the research and development process, we may experience technological barriers that we may be unable to overcome. Because of these uncertainties, it is possible that some of our future product candidates never will be successfully developed. If we are unable to successfully develop new products, we may be unable to generate new revenue sources or build a sustainable or profitable business.

We will need to achieve commercial acceptance of our products to generate revenues and achieve profitability.

Superior competitive products may be introduced, or customer needs may change, which would diminish or extinguish the uses for our products. We cannot predict when significant commercial market acceptance for our products will develop, if at all, and we cannot reliably estimate the projected size of any such potential market. If markets fail to accept our products, then we may not be able to generate revenues from them. Our revenue growth and achievement of profitability will depend substantially on our ability to introduce new products accepted by customers. If we are unable to cost-effectively achieve acceptance of our products by customers, or if our products do not achieve wide market acceptance, then our business will be materially and adversely affected.

We expect to rely on third parties to manufacture our product candidates, and our business will suffer if they do not perform.

We do not expect to manufacture many of our products and will engage third party contractors to provide manufacturing services. If our contractors do not operate in accordance with regulatory requirements and quality standards, then our business will suffer. We expect to use or rely on components and services that are provided by sole source suppliers. The qualification of additional or replacement vendors is time consuming and costly. If a sole source supplier has significant problems supplying our products, then our sales and revenues will be hurt until we find a new source of supply.

We expect to rely on third parties for the worldwide marketing and distribution of our product candidates, who may not be successful in selling our products.

We currently do not have adequate resources to market and distribute any of our products worldwide and expect to engage third party marketing and distribution companies to perform these tasks. While we believe that distribution partners will be available, we cannot assure you that the distribution partners, if any, will succeed in marketing our products on a global basis. We may not be able to maintain satisfactory arrangements with our marketing and distribution partners, who may not devote adequate resources to selling our products. If this happens, we may not be able to successfully market our products, which would decrease or eliminate our ability to generate revenues.

We may lose out to larger and better-established competitors.

The health and wellness industry is intensely competitive. Most of our competitors have significantly greater financial, technical, manufacturing, marketing and distribution resources as well as greater experience than we have. The particular medical conditions, illnesses or diseases our product lines are intended to address also can be addressed by other products, procedures or drugs. Many of these alternatives are widely accepted by physicians and have a long history of use. Consumers may use our competitors’ products and/or our products may not be competitive with our competitors’ products. If these things happen, then our sales and revenues will decline. Competition may result in price reductions, reduced gross margins and loss of market share.

Our products may be displaced by superior products developed by third parties.

The health and wellness industry is constantly undergoing rapid and significant change. Third parties may succeed in developing or marketing products that are more effective than those developed or marketed by us or that would make our products obsolete or non-competitive. Additionally, researchers could develop new surgical procedures and medications that replace or reduce the use of our products. Accordingly, our success will depend, in part, on our ability to respond quickly to medical and technological changes through the development and introduction of new products. We may not have the resources to do this. If our products become obsolete and our efforts to develop new products do not result in commercially successful products, then our sales and revenues will decline.

We may incur material product liability claims, which could increase our costs and harm our financial condition and operating results.

Our products consist of vitamins, minerals and botanicals and other ingredients that are classified as foods or dietary supplements and athletic enhancement products that are not subject to pre-market regulatory approval in the United States. Our products could contain contaminated substances, and some of our products contain some ingredients that do not have long histories of human consumption. We rely on published and unpublished safety information, including clinical studies, on ingredients used in our products and conduct limited clinical studies on some key products but not all products. Previously unknown adverse reactions resulting from human consumption of these ingredients could occur. As a marketer of dietary and nutritional supplements and other products that are ingested by consumers or applied to their bodies, we may be subjected to various product liability claims, including that the products contain contaminants, the products include inadequate instructions as to their uses or the products include inadequate warnings concerning side effects and interactions with other substances. It is possible that widespread product liability claims could increase our costs and adversely affect our revenues and operating income. Moreover, liability claims arising from a serious adverse event may increase our costs through higher insurance premiums and deductibles and may make it more difficult to secure adequate insurance coverage in the future. In addition, our product liability insurance may fail to cover future product liability claims, thereby requiring us to pay substantial monetary damages and adversely affecting our business.

Risks Relating to An Investment in our Company

Our common stock is not listed on any exchange, and stockholders may not be able to resell their shares.

Currently our shares of common stock are not listed on any exchange or automated quotation system. A public market for our shares of common stock may never develop. There can be no assurance that purchasers of our shares of common stock will be able to resell their shares at their original purchase price, if at all.

Our common stock could ultimately be traded over the counter, which could deprive stockholders of the full value of their shares.

We intend, upon the effectiveness of the registration statement of which this prospectus is a part, to apply for the listing of our common stock on a national stock exchange or an automated quotation system. Until our common stock is listed on a national stock exchange or an automated quotation system, there is no market price for the shares. Once listed on a national stock exchange or an automated quotation system, the shares may be sold at prevailing market prices or privately negotiated prices. There can be no assurance that any application for the listing of our common stock on a national stock exchange or an automated quotation system will be approved.

If any such application is not approved and our common stock ultimately is not listed, we intend to engage a market maker to apply for quotation on the OTC Electronic Bulletin Board. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTC Electronic Bulletin Board; nor can there be any assurance that such an application for quotation will be approved. If such an application is approved and our common stock is approved for quotation via the OTC Electronic Bulletin Board, then our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange such as the New York Stock Exchange or the NASDAQ Stock Market. These factors may result in higher price volatility and less market liquidity for our common stock.

The sale of shares of our common stock pursuant to the registration statement of which this prospectus is a part could cause the price of our common stock to decline.

The selling stockholders under the registration statement of which this prospectus is a part may sell none, some or all of the shares of common stock that are covered by such registration statement. We have no way of knowing whether or when the selling stockholders will sell the shares of common stock covered by such registration statement. Depending on market liquidity at the time, a sale of shares covered by such registration statement at any given time could cause the trading price of our common stock to decline. The sale of a substantial number of shares of our common stock under such registration statement, or the anticipation of such a sale, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we otherwise might desire to effect such sales.

A low market price would severely limit the potential market for our common stock.

Our common stock may trade at a price below $5.00 per share, subjecting trading in the stock to certain SEC rules requiring additional disclosures by broker-dealers. These rules generally apply to any non-NASDAQ equity security that has a market price share of less than $5.00 per share, subject to certain exceptions (a “penny stock”). Such rules require the delivery, before any penny stock transaction, of a disclosure schedule explaining the penny stock market and the risks associated therewith and impose various sales practice requirements on broker-dealers who sell penny stocks to persons other than established customers and institutional or wealthy investors. For these types of transactions, the broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction before the sale. The broker-dealer also must disclose the commissions payable to the broker-dealer, current bid and offer quotations for the penny stock, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Such information must be provided to the customer orally or in writing before or with the written confirmation of trade sent to the customer. Monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. The additional burdens imposed on broker-dealers by such requirements could discourage broker-dealers from effecting transactions in our common stock.

If applicable, FINRA sales practice requirements could limit a stockholder’s ability to buy and sell our stock.

In addition to the penny stock rules promulgated by the SEC, which are discussed in the immediately preceding risk factor, FINRA rules (which would apply to our common stock in the event that our common stock ultimately becomes traded over the counter via the OTC Electronic Bulletin Board) require that, in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Under these FINRA rules, before recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. If these FINRA rules were to apply to our common stock, such application would make it more difficult for broker-dealers to recommend that their customers buy our common stock, which could limit the ability to buy and sell our common stock and have an adverse effect on the market value for our shares of common stock.

An investor’s ability to trade our common stock may be limited by trading volume.

A consistently active trading market for our common stock may not occur on a national stock exchange or an automated quotation system. A limited trading volume may prevent our stockholders from selling shares at such times or in such amounts as they otherwise may desire.

Our company has a concentration of stock ownership and control, which may have the effect of delaying, preventing or deterring a change of control.

Our common stock ownership is highly concentrated. Through ownership of shares of our common stock, four stockholders collectively own beneficially more than 87% of our total outstanding shares of common stock. As a result of this concentrated ownership of our common stock, our four stockholders will be able to exert significant control over all matters requiring stockholder approval, including the election of directors and approval of mergers and other significant corporate transactions. This concentration of ownership may have the effect of delaying, preventing or deterring a change in control of our company. It also could deprive our stockholders of an opportunity to receive a premium for their shares as part of a sale of our company, and it may affect the market price of our common stock.

We have not voluntarily implemented various corporate governance measures, in the absence of which, stockholders may have more limited protections against interested director transactions, conflicts of interest and similar matters .

Federal legislation, including the Sarbanes-Oxley Act of 2002, has resulted in the adoption of various corporate governance measures designed to promote the integrity of corporate management and the securities markets. Some of these measures have been adopted in response to legal requirements. Others have been adopted by companies in response to the requirements of national securities exchanges, on which their securities are listed. Among the corporate governance measures that are required under the rules of national securities exchanges and NASDAQ are those that address board of directors’ independence, audit committee oversight and the adoption of a code of ethics. While our board of directors has adopted a Code of Ethics and an Audit Committee Charter, we have not yet adopted any of the other corporate governance measures, and, since our securities are not currently listed on a national securities exchange or NASDAQ, we are not currently required to do so. We intend, however, upon the effectiveness of the registration statement of which this prospectus is a part, to apply for the listing of our common stock on a national stock exchange or an automated quotation system. There can be no assurance that any application for the listing of our common stock will be approved. In the event that our common stock becomes listed, we will be required to adopt these other corporate governance measures, and we intend to do so. It is possible that if we were to adopt some or all of these corporate governance measures, stockholders would benefit from somewhat greater assurances that internal corporate decisions were being made by disinterested directors and that policies had been implemented to define responsible conduct. For example, in the absence of audit, nominating and compensation committees comprised of at least a majority of independent directors, decisions concerning matters such as compensation packages to our senior officers and recommendations for director nominees may be made by a majority of directors who have an interest in the outcome of the matters being decided. Prospective investors should bear in mind our current lack of corporate governance measures in formulating their investment decisions.

Because we will not pay dividends in the foreseeable future, stockholders will only benefit from owning common stock if it appreciates.

We have never paid dividends on our common stock, and we do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth. Accordingly, any potential investor who anticipates the need for current dividends from his investment should not purchase our common stock.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that involve substantial risks and uncertainties. All statements, other than statements of historical fact, included in this prospectus regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects and plans and objectives of management are forward-looking statements. The words “anticipates,” “believes,” “estimates,” “expects,” “intends,” “may,” “plans,” “projects,” “will,” “would” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We have based these forward-looking statements on our current expectations and projections about future events. Although we believe that the expectations underlying our forward-looking statements are reasonable, these expectations may prove to be incorrect, and all of these statements are subject to risks and uncertainties. Therefore, you should not place undue reliance on our forward-looking statements. We have included important risks and uncertainties in the cautionary statements included in this prospectus, particularly the section titled “Risk Factors” incorporated by reference herein. We believe these risks and uncertainties could cause actual results or events to differ materially from the forward-looking statements that we make. Should one or more of these risks and uncertainties materialize, or should underlying assumptions, projections or expectations prove incorrect, actual results, performance or financial condition may vary materially and adversely from those anticipated, estimated or expected. Our forward-looking statements do not reflect the potential impact of future acquisitions, mergers, dispositions, joint ventures or investments that we may make. We do not assume any obligation to update any of the forward-looking statements contained herein, whether as a result of new information, future events or otherwise, except as required by law. In the light of these risks and uncertainties, the forward-looking events and circumstances discussed in this prospectus may not occur, and actual results could differ materially from those anticipated or implied in the forward-looking statements.

USE OF PROCEEDS

With respect to shares of our common stock that may be offered and sold from time to time by the selling stockholders, we will receive no proceeds from the sale of shares of our common stock pursuant to this offering.

DETERMINATION OF OFFERING PRICE

Our common stock is not currently listed on any exchange or quotation system, and, accordingly, there is no established public trading market for our common stock. We intend, upon the effectiveness of the registration statement of which this prospectus is a part, to apply for the listing of our common stock on a national stock exchange or an automated quotation system. If any such application is not approved and our common stock ultimately is not listed, we intend to engage a market maker to apply for quotation on the OTC Electronic Bulletin Board.

Until such time that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, the shares offered under this prospectus by the selling stockholders will be sold at the initial offering price of $0.50 per share. As of and after such time (if ever) that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, the shares offered under this prospectus by the selling stockholders may be sold on the public market, in negotiated transactions with a broker-dealer or market maker as principal or agent or in privately negotiated transactions not involving a broker-dealer, and the prices at which the selling stockholders may sell the shares may be determined by the prevailing market price of the shares at the time of sale, may be different from such prevailing market price or may be determined through negotiated transactions with third parties.

In determining the initial offering price of $0.50 per share (as stated above), we considered our company’s future prospects and those of our industry in general, our revenue, earnings and certain other financial and operating information in recent periods and the price-earnings ratios, price-sales ratios, market prices of securities and certain financial and operating information of companies engaged in activities similar to ours. We cannot assure you that the prices at which the shares will sell in the public market after our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board (if ever) will not be lower than the initial offering price or that an active trading market in our common stock will develop or continue if developed.

DIVIDEND POLICY

CAPITALIZATION

The following table sets forth our capitalization as of July 31, 2014.

	Actual July 31, 2014
Current liabilities	$	253,583

Stockholders’ equity (deficit):
Preferred stock
Common stock	$	114,750
Additional paid-in capital		32,750
Deficit	$	(145,103	)

Total stockholders’ equity	$	2,397
Total capitalization	$	255,980

DILUTION

The net tangible book value of our company as of July 31, 2014 was $2,397 or approximately $0.00 per share of common stock. Net tangible book value per share is determined by dividing the tangible book value of our company (total tangible assets less total liabilities) by the number of outstanding shares of our common stock.

None of the proceeds from the sale of 14,750,000 shares of common stock offered by the selling stockholders will be paid to our company. Therefore, our net tangible book value will be unaffected by such sales.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY

AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is not traded on any national exchange or quotation system, and, accordingly, there is no established public trading market for our common stock. We intend, upon the effectiveness of the registration statement of which this prospectus is a part, to apply for the listing of our common stock on a national stock exchange or an automated quotation system. Until our common stock is listed, there is no market price for the shares. Once listed on a national stock exchange or an automated quotation system, the shares may be sold at prevailing market prices or at privately negotiated prices. There can be no assurance that any application for the listing of our common stock will be approved.

If any such application is not approved and our common stock ultimately is not listed on a national stock exchange or an automated quotation system, we intend to engage a market maker to apply for quotation on the OTC Electronic Bulletin Board. There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority (FINRA), which operates the OTC Electronic Bulletin Board; nor can there be any assurance that such an application for quotation will be approved. If such an application is approved and our common stock is approved for quotation via the OTC Electronic Bulletin Board, then our common stock is expected to have fewer market makers, lower trading volumes and larger spreads between bid and asked prices than securities listed on an exchange. These factors may result in higher price volatility and less market liquidity for our common stock. In any event we cannot assure you that any market for the shares will develop or be sustained.

14,750,000 shares of our common stock are covered by the registration statement of which this prospectus is a part and may be sold by the selling stockholders hereunder. As of the date of this prospectus, without counting the shares of our common stock covered by the registration statement of which this prospectus is a part, there are outstanding approximately 385,250,000 shares of our common stock that could be sold pursuant to Rule 144 under the Securities Act. The selling stockholders also may sell their shares of our common stock under Rule 144 under the Securities Act rather than under this prospectus. See “Plan of Distribution.”

Holders of our Common Stock

As of November 30, 2014, 114,750,000 shares of our common stock were outstanding and held of record by approximately 41 stockholders of record.

Dividends

We cannot provide any assurance that we will declare or pay cash dividends on our common stock. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our board of directors may determine it to be necessary to retain future earnings (if any) to finance our growth. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Securities Authorized for Issuance Under Equity Compensation Plans

We have not adopted an Equity Compensation Plan.

DESCRIPTION OF BUSINESS

Our Company

Odyssey Group International, Inc. is a Nevada corporation formed in March 2014. We refer to Odyssey Group International, Inc. herein as “OGI,” “Odyssey,” the “company,” “our company,” “we,” “us” and “our”. Our company has no subsidiaries.

General Development of the Business

Our company acquires technologies and assets and is a trans-disciplinary health and wellness product development company involved in the discovery, development and commercialization of a broad range of health and wellness products to improve human health. Our company currently provides athletic enhancement products to improve the human body’s function during athletic stress. As of August 1, 2014, we entered into a distribution agreement for our stemFit Active™ product with Well-med Global LLC (“Well-med”), with respect to which we have purchased inventory of our stemFit Active™ product. We have not made any other significant purchase or sale of assets. Our company has no plans to change its business activities or to combine with another business, and we are not aware of any event or circumstance that might cause our company’s plans to change. Our company currently has no revenue or operations and will rely on the sale of our securities and loans from our officers and directors to fund our initial operations. Our company is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933 because it has a specific business plan or purpose.

We intend to license, improve and/or develop such athletic enhancement products and identify and select distribution channels. We intend to establish agreements with existing distributors to get products to market quickly as well as to undertake and engage in our own direct marketing efforts. We will determine the most effective method of distribution for each unique product that we include in our portfolio.

We intend to engage third party research and development firms who specialize in the creation of athletic enhancement products to assist us in the development of our own athletic enhancement products from which we intend to obtain royalty payments. We intend to apply for trademarks and patents once we have developed proprietary athletic enhancement products.

Currently, our mission statement is the following:

To become a prominent and reliable source of innovative and commercially acceptable products;

To provide future development of better, more efficient and less synthetically-derived products and consumables; and

To enable our partners to obtain a competitive edge by commercializing our superior products at competitive pricing.

Our Business Model

We have paid a third-party to manufacture inventory of a product called stemFit Active™ and have entered into a distribution agreement with Well-med Global LLC (“Well-med”) pursuant to which Well-med will distribute the stemFit Active™ product.

We will rely on third party manufacturers to produce previously introduced athletic enhancement products. When we create our proprietary athletic enhancement products, we will continue relying on third parties to manufacture our products. Because third party manufacturers are numerous, we will not be dependent on any third party manufacturer.

The principal method of competition in the short-term could occur if Well-med experiences intense or unusual competition to sell the stemFit Active™ product or if stemFit Active™ does not make traction into the athletic enhancement product market.

Financial Information about Industry Segments

See financial statements audited by Piercy Bowler Taylor & Kern herein.

Our Growth Strategy

In addition to distributing domestically, we intend to enter into license agreements with qualified distributors in Europe and South America. We intend to require such licensees to pay to our company an initial license fee as well as royalties based on gross sales. Retaining exclusivity, we will bill based on a mutually agreeable semi-annual or quarterly sales minimum. We have determined to focus on international growth because generally such international license agreements provide a stronger path to revenue and earnings than purely domestic products.

Our objective is to grow revenue through marketing and sales of stemFit Active™. Although no assurances can be given, management anticipates company growth from the following areas:

Distribution Agreements. In most cases, we will enter into distribution agreements with companies who already have sales professionals that already have experience selling health supplements through a variety of sales methods. These distribution agreements will allow us to more quickly achieve sales and revenue in the health products industries.

Increase revenues from existing stemFit Active™ customers and through the distribution of new athletic enhancement products. Some of the customers of stemFit Active™ that our distributors may identify in the future have or may have an interest in purchasing stemFit Active™ or other, new athletic enhancement products we invest in to circulate with distributors in other locations and using methods we have not implemented. We intend to develop such opportunities if and as they present themselves as capital resources permit.

Identify and develop stemFit Active™ customers internationally and develop proprietary athletic enhancement products. We intend to identify and find new stemFit Active™ customers by finding licensees with international opportunities.

Through strategic licensing agreements, product acquisitions and expanding sales and margins in our initial stemFit Active™ inventory acquisitions, we may seek to achieve a larger geographic footprint and to create branding, greater economies of scale and improved marketing, advertising and sales programs.

About stemFit Active™

stemFit Active™ ingredients are a proprietary blend of “super foods.” stemFit Active™ contains a proprietary “Young Tissue Extract,” which contains, among other ingredients, extract from incubated fertilized hen eggs. We believe that these proteins fortify the body against degeneration and may raise the production of the youth hormone DHEA, possibly lowering cortisol levels. We believe that this blend may increase the recovery rate after physical exercise and sports participation.

stemFit Active™ also contains EGCG, a super antioxidant that helps mediate oxidative stress, which we believe, may enhance metabolism, help balance glucose levels, increase fat oxidation and aid in weight management. stemFit Active™ also contains a plant-sourced Marine Mineral Complex that is absorbable by the human body. These minerals have been shown in clinical studies to reverse bone loss within a year, especially when incorporated with load-bearing sports. We will furnish copies of the studies upon written request.

Competition

We believe that the primary competition for our services is from existing distributors of products similar to our stemFit Active™ product. In our current market of the United States, we compete with other health and wellness companies. These companies are larger than we are in terms of revenues, assets and resources. We believe that we compete primarily on the basis of cost.

We do not manufacture stemFit Active™ or its packaging. For example, we use existing stemFit Active™ that we purchased and that we will sell to our distributors who will sell to customers. In most cases, we view the manufacturers as suppliers of product and not as competitors. However, such manufacturers may sell their products directly to end users who intend to resell the products.

Many manufacturers have the infrastructure to manufacture stemFit Active™ but have not acquired the license or authorization to manufacture stemFit Active™.

We believe that there are a few emerging distributors that offer products similar to our stemFit Active™ product. However, we have not identified any such distributor that focuses primarily on our market of the United States.

Governmental Regulation

Generally, the FDA does not regulate neutraceutical companies or health supplement products.

Employees

At the date hereof, we have two employees and intend to hire additional employees in the foreseeable future.

Description of Property

Our company owns no real property.

Legal Proceedings

Our company is not a party to any material legal proceeding.

Principal Address

Our principal address is located at 4262 Blue Diamond Road, Suite 102-281, Las Vegas, Nevada 89139. Our telephone number is (702) 751-1418. We expect to use shared office space in the future with the rent still to be determined.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we described under “Risk Factors” and elsewhere in this prospectus. Certain statements contained in this discussion, including, without limitation, statements containing the words “believes,” “anticipates,” “expects” and the like, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). However, as we will issue “penny stock,” as such term is defined in Rule 3a51-1 promulgated under the Exchange Act, we are ineligible to rely on these safe harbor provisions. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any of the future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. We disclaim any obligation to update any of such factors or to announce publicly the results of revision of any of the forward-looking statements contained herein to reflect future events or developments. For information regarding risk factors that could have a material adverse effect on our business, refer to the “Risk Factors” section of this prospectus beginning on page 3.

Overview

We have experienced total net losses since March 19, 2014, our inception, through July 31, 2014 of $145,103. For the foreseeable future, we expect to experience continuing operating losses and negative cash flows from operations as our management executes our current business plan. The cash and cash equivalents available at July 31, 2014 will provide sufficient working capital to meet our current operating expenses through July 31, 2014; however, as we continue to grow our business the cash requirements will increase. We will need to raise additional capital through a debt financing or equity offering to meet our operating and capital needs. There can be no assurance, however, that we will be successful in our fundraising efforts or that additional funds will be available on acceptable terms, if at all.

If we are unable to raise additional capital by January 31, 2015, we may need to adjust our current business plan.

Going Concern

Our registered independent accounting firm, Piercy Bowler Taylor & Kern, has expressed substantial doubt as to our ability to continue as a going concern in its report for the fiscal year ending July 31, 2014 based on the fact that we do not have adequate working capital to finance our day-to-day operations. As shown in the accompanying financial statements, the Company is in its first year of operations and although acquired a health and wellness formula, which management intends to further develop and commercialize into athletic enhancement products to improve the human body’s function during athletics, it did not have revenues for its first reporting period. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern. However subsequent to July 31, 2014, management has completed its development of one product and has begun selling it to a distributor (Note 8) to the financial statements. Management’s plans also include engaging in further research and development and marketing activity and raising additional capital in the short term to fund such activities through public offerings of its common stock. Management’s ability to implement its plans and continue as a going concern may be dependent upon the success of this offering. There can be no assurance that we will be successful in marketing and selling its developed products to sustain adequate working capital to finance the day-to-day operations. Our continued existence may depend on the success of our efforts to raise additional capital necessary to meet our obligations as they come due and to obtain sufficient capital to execute our business plan. We may obtain capital primarily through issuances of debt or equity or entering into collaborative arrangements with corporate partners. There can be no assurance that we will be successful in completing additional financing or collaboration transactions or, if financing is available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we may be required to further scale down or perhaps even cease the operation of our business. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments. Our financial statements do not include adjustments that might result from the outcome of this uncertainty.

Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires (GAAP) generally requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Basis of Accounting

The Company has not elected to adopt the option available under generally accepted accounting principles (GAAP) to measure any of its eligible financial instruments or other items. Accordingly, the Company measures all of its assets and liabilities on the historical cost basis of accounting unless otherwise required by GAAP.

Net loss per share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

Impact of New Accounting Pronouncements

New standards have been issued by the Financial Accounting Standards Board (FASB) that are not yet effective but that are not expected to have any significant effect on the Company’s financial statements when adopted in the future. However, new standards that may have an effect primarily on future financial statement disclosures are those specifically regarding revenue recognition (ASU 2014-09) and going concern uncertainties (ASU 2014-15). The Company will adopt both of these pronouncements when they become effective for reporting periods ending after December 15, 2016.

The Company presently expects to recognize revenue only upon shipment of its products to distributors or other buyers with no characteristics associated with the transactions that require the application of significant management judgments that could affect revenue recognition such as significant return rights, licensing or other customer contracts, multiple element price allocations, deferred payment terms or product delivery schedules, or contingent or variable consideration arrangements that are dependent upon the occurrence or nonoccurrence of certain specified future events. Accordingly, its revenue recognition practices are expected to be the same both before and after adoption of the new FASB standard, and management does not expect to make any retroactive adjustments to previously issued financial statements upon adoption.

The FASB’s new going concern standard will require management to make interim and annual assessments of the Company’s ability to continue as a going concern for one year from the issuance of the financial statements and when applicable, it prescribes specific related disclosures not presently required. It does not change the present FASB requirement to use liquidation basis as an alternative to going concern accounting whenever liquidation is imminent.

Results of Operations

Operating Expenses

Operating expenses as of July 31, 2014 include wages expense, legal and professional fees for taking our company public, as well as banking fees. Human resource planning will be part of an ongoing process that will include regular evaluation of operations and revenue realization.

Liquidity and Capital Resources

Our ability to continue to access capital could be affected adversely by various factors, including general market and other economic conditions, interest rates, the perception of our potential future earnings and cash distributions, any unwillingness on the part of lenders to make loans to us and any deterioration in the financial position of lenders that might make them unable to meet their obligations to us. If these conditions continue and we cannot raise funds through a public or private debt financing, or an equity offering, our ability to grow our business may be negatively affected. In such case, our company may need to suspend any purchase of stemFit Active™ inventory and/or the creation of new athletic enhancement products until market conditions improve.

Inflation

Inflation generally will cause suppliers to increase their rates. In connection with such rate increases, we may or may not be able to increase our pricing to consumers. Inflation could cause both our investment and cost of goods sold to increase, thereby lowering our return on investment and depressing our gross margins.

Off Balance Sheet Arrangements

Our company has no material off balance sheet arrangements.

MANAGEMENT

Executive Officers and Directors

The following table sets forth information about our executive officers and directors as of the date of this prospectus:

Name	Age	Position
*Executive Officers:*
Steve Miller	57	Chairman of the Board, CEO, President
James Short	41	CFO, Secretary
*Directors:*
Steve Miller	57	Director
James Short	41	Director
Kevin Wiltz	49	Director

Executive Officers

Steve Miller has served as our Chairman of the Board, CEO and President and as a director of our company since our inception. See “Executive Compensation—Summary Compensation Table.” Mr. Miller has 14 years of experience in the health and wellness industry and with products similar to our stemFit Active™ product.

James Short has served as our Secretary and as a director of our company since our inception. Mr. Short has 14 years of business experience and has worked in numerous other functions of capital raising and structuring. Mr. Short has 14 years of experience in the health and wellness industry.

Directors

Kevin Wiltz has served as a director of our company since our inception. Mr. Wiltz has 25 years of business experience and consulting, specifically in regards to business organization and infrastructure.

Code of Ethics

We have adopted a Code of Ethics that applies to our directors, officers and all employees. It also may be obtained free of charge by writing to Odyssey Group International, Inc., Attn: Chief Executive Officer, 4262 Blue Diamond Rd., Suite 102-281, Las Vegas, NV 89139.

Board of Directors

Our board of directors currently consists of three members. Our bylaws permit our board of directors to establish by resolution the authorized number of directors, and three directors are currently authorized.

Director Independence

Under the rules of the national securities exchanges, a majority of a listed company’s board of directors must be comprised of independent directors, and each member of a listed company’s audit, compensation and nominating and corporate governance committees must be independent as well. Under the same rules a director will only qualify as an “independent director” if that company’s board of directors affirmatively determines that such director has no material relationship with that company, either directly or as a partner, shareholder or officer of an organization that has a relationship with that company.

In addition, following the effectiveness of the registration statement of which this prospectus is a part, the members of our audit committee must satisfy the independence criteria set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, or Rule 10A-3. In order to be considered to be independent for purposes of Rule 10A-3, no member of the audit committee may, other than in his capacity as a member of the audit committee, the board of directors or any other board committee: (1) accept, directly or indirectly, any consulting, advisory or other compensatory fee from the company or any of its subsidiaries or (2) be an affiliated person of the company or any of its subsidiaries.

None of our current directors is considered independent. As of July 31, 2014, our company is in the process of forming our audit committee, as noted by our auditors.

Committees of our Board of Directors

In the event that our common stock becomes listed on a national stock exchange or an automated quotation system, we will be required to maintain audit, compensation and nominating and corporate governance committees. We currently have no committees. Rather, the functions typically associated with audit and other such committees are performed by our board of directors, which currently consists of three members who are not considered independent.

Family Relationships

There are no family relationships among the directors and executive officers of our company.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following Summary Compensation Table provides certain summary information concerning the compensation of our Chief Executive Officer and our other two highest paid executive officers.

Name and Principal Position	Year	Salary ($)(1)(2)	Bonus ($)	Option Awards ($)	Stock Awards ($)	All Other Compensation ($)	Total Compensation ($)

Steve Miller Chief Executive Officer, President and Chairman of the Board	2014	6,000	-0-	-0-	-0-	-0-	-0-

James Short Secretary and Director	2014	6,000	-0-	-0-	-0-	-0-	-0-

Kevin Wiltz Director	2014	2,000	-0-	-0-	-0-	-0-	-0-

____________

	(1)	All employees have agreed to defer salary payments until we have raised additional capital. All salary will accrue and be paid either in cash or stock, at the employee’s election. Excludes other compensation in the form of perquisites and other personal benefits that constitute less than $10,000.
	(2)	In fiscal year 2015, we have agreed to pay the following salaries: Steve Miller, $36,000; James Short, $36,000; and Kevin Wiltz, $12,000.

Employment Agreements

We currently have no written employment agreements with any of our named executive officers or other employees.

Pension Benefits

We currently do not maintain any pension plan or arrangement under which our named executive officers are entitled to participate or receive post-retirement benefits.

Non-Qualified Deferred Compensation

We currently do not maintain any nonqualified deferred compensation plan or arrangement under which our named executive officers are entitled to participate.

Employee Benefit Plans

We currently do not maintain any employee benefit plan of any kind for our employees.

Compensation of Directors

Our company’s directors currently do not receive any cash compensation for service on our company’s board of directors or any committee thereof, but they may be reimbursed for certain expenses in connection with attendance at meetings of our company’s board of directors and committees thereof.

Limitation of Liability and Indemnification Matters

Our articles of incorporation contain provisions that limit the liability of our directors for monetary damages to the fullest extent permitted by Nevada law.

Our articles of incorporation and bylaws authorize our company to provide indemnification to our directors and officers and persons who are or were serving at our request as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise to the fullest extent permitted by Nevada law. Our articles of incorporation and bylaws also authorize our company, by action of our board of directors, to provide indemnification to employees and agents of our company and persons who are serving or did serve at our request as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise with the same scope and effect as provided to our directors and officers as described above.

Our company has not entered into any indemnification agreement with any of its directors or officers.

No pending litigation or proceeding involving a director, officer, employee or other agent of our company currently exists as to which indemnification is being sought. We are not aware of any threatened litigation that may result in claims for indemnification by any director, officer, employee or other agent of our company.

We anticipate obtaining director and officer liability insurance with respect to possible director and officer liabilities arising out of certain matters, including matters arising under the Securities Act. See “Disclosure of SEC Position on Indemnification for Securities Act Liabilities.”

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information about the beneficial ownership of our common stock at the date of this prospectus by:

each person or entity who is known by us to own beneficially more than 5.0% of our outstanding capital stock;

each of the persons named in the Summary Compensation Table;

each of our directors; and

all of our directors and executive officers as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. Each stockholder’s percentage of beneficial ownership set forth in the following table is based on 114,750,000 shares of our common stock outstanding at the date of this prospectus.

Unless otherwise indicated, the principal address of each of the stockholders below is c/o Odyssey Group International, Inc., 4262 Blue Diamond Rd., Suite 102-281, Las Vegas, NV 89139. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all shares of common stock held by them.

Name and Address of Beneficial Owner	Number of Shares Beneficially Owned*	Percentage of Class **
Steve Miller	0	0%
James Short ⁽¹⁾	70,000	<1%
Kevin Wiltz	2,500,000	2.18%
Eco Scientific	25,000,000	21.79%
Market Group International	25,000,000	21.79%
Adwin, LLC	25,000,000	21.79%
Regal Growth, LLC	25,000,000	21.79%

All Persons Named in the Summary Compensation Table and Directors and Executive Officers as a Group (3 persons)		2.18%

_________________

* Beneficial ownership is determined in accordance with the rules of the SEC that generally attribute beneficial ownership of securities to persons who possess sole or shared voting power and/or investment power with respect to those securities. Common stock subject to options or warrants that are currently exercisable or exercisable within 60 days of the date of this prospectus are deemed to be outstanding and to be beneficially owned by the person or group holding such options or warrants for the purpose of computing the percentage ownership of such person or group but are not treated as outstanding for the purpose of computing the percentage ownership of any other person or group. Unless otherwise indicated, voting and investment power are exercised solely by the person named above or shared with members of such person’s household.

** Percent of class is calculated on the basis of the number of shares outstanding on the date of this prospectus plus the number of shares the person has the right to acquire within 60 days of the date of this prospectus.

⁽¹⁾

Includes 50,000 shares issued to Mr. Short’s spouse, over which he disclaims beneficial ownership.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Related Party Transactions

We have entered into the following material related party transactions:

The Company has a common officer with the company EcoScientific, Inc., which contributed to the research and development of a health and wellness formula, acquired by the Company in March 2014. The Company issued 25,000,000 shares of common stock to EcoScientific, Inc. to acquire its interest in the formula. The formula interest was valued at a transferor’s basis of zero since the transferor’s costs solely consisted of research and development expenditures that are not capitalized under GAAP.

A director of our Company was issued 2,500,000 shares of our common stock for a subscription price of $25,000 in cash, which shares constitute approximately 2.2% of the outstanding shares of our common stock on the date of this prospectus.

The Secretary of our company and members of his immediate family were issued in aggregate 70,000 shares of our common stock for an aggregate subscription price of $700 in cash, which shares constitute in the aggregate approximately 1% of the outstanding shares of our common stock on the date of this prospectus.

Director Independence

Our board of directors has adopted the definition of “independence” as described under the Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley) Section 301, Rule 10A-3 under the Securities Exchange Act of 1934. As of the date of this prospectus, none of our directors satisfies these independence conditions.

DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 500,000,000 shares of common stock, par value $.001 per share, and 100,000,000 shares of preferred stock, par value $.001 per share.

Authorized and Issued Stock
	Number of shares at July 31, 2014
Title of Class	Authorized		Outstanding		Reserved

Common stock, par value $.001 per share		500,000,000		114,750,000		-0-

Preferred stock, $.001 par value per share		100,000,000		-0-		-0-

Common Stock

Dividends . Each share of our common stock is entitled to receive an equal dividend, if one is declared. We cannot provide any assurance that we will declare or pay cash dividends on our common stock in the future. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition, results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant. Our board of directors may determine it to be necessary to retain future earnings (if any) to finance our growth. See “Risk Factors” and “Dividend Policy.”

Liquidation . If our company is liquidated, then assets that remain (if any) after the creditors are paid and the owners of preferred stock receive liquidation preferences (as applicable) will be distributed to the owners of our common stock pro rata .

Voting Rights . Each share of our common stock entitles the owner to one vote. There is no cumulative voting. A simple majority can elect all of the directors at a given meeting, and the minority would not be able to elect any director at that meeting.

Preemptive Rights . Owners of our common stock have no preemptive rights. We may sell shares of our common stock to third parties without first offering such shares to current stockholders.

Redemption Rights. We do not have the right to buy back shares of our common stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.

Conversion Rights . Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.

Nonassessability . All outstanding shares of our common stock are fully paid and nonassessable.

Preferred Stock

Our articles of incorporation authorize our board of directors to issue “blank check” preferred stock. The board of directors may divide this preferred stock into series and establish the rights, preferences and privileges thereof. The board of directors may, without prior stockholder approval, issue any or all of the shares of this preferred stock with dividend, liquidation, conversion, voting or other rights that could adversely affect the relative voting power or other rights of our common stock. Preferred stock could be used as a method of discouraging, delaying or preventing a takeover or other change in control of our company. Issuances of preferred stock in the future could have a dilutive effect on our common stock. See “Risk Factors—Risks Relating to our Common Stock.”

As of the date of this prospectus, there are no shares of our preferred stock outstanding.

N evada Anti-Takeover Statutes

Nevada law provides that an acquiring person who acquires a controlling interest in a corporation may only exercise the voting rights of control shares if those voting rights are conferred by a majority vote of the corporation’s disinterested stockholders at a special meeting held upon the request of the acquiring person. If the acquiring person is accorded full voting rights and acquires control shares with at least a majority of all the voting power, then stockholders who did not vote in favor of authorizing voting rights for those control shares are entitled to payment for the fair value of such stockholders’ shares. A “controlling interest” is an interest that is sufficient to enable the acquiring person to exercise at least one-fifth of the voting power of the corporation in the election of directors. “Control shares” are outstanding voting shares that an acquiring person or associated persons acquire or offer to acquire in an acquisition and those shares acquired during the 90-day period before the person involved became an acquiring person.

These provisions of Nevada law apply only to “issuing corporations” as defined therein. An “issuing corporation” is a Nevada corporation that (a) has 200 or more stockholders, with at least 100 of such stockholders being both stockholders of record and residents of Nevada, and (b) does business in Nevada directly or through an affiliated corporation. As of the date of this prospectus, we do not have 100 stockholders of record that are residents of Nevada. Therefore, these provisions of Nevada law do not apply to acquisitions of our shares and will not so apply until such time as both of the foregoing conditions are satisfied. At such time as these provisions of Nevada law may apply to us, they may discourage companies or persons interested in acquiring a significant interest in or control of our company, regardless of whether such acquisition may be in the interest of our stockholders.

Nevada law also restricts the ability of a corporation to engage in any combination with an interested stockholder for three years from when the interested stockholder acquires shares that cause the stockholder to become an interested stockholder, unless the combination or purchase of shares by the interested stockholder is approved by the board of directors before the stockholder became an interested stockholder. If the combination was not previously approved, then the interested stockholder may only effect a combination after the three-year period if the stockholder receives approval from a majority of the disinterested shares or the offer satisfies certain fair price criteria.

An “interested stockholder” is a person who is:

the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the corporation; or

an affiliate or associate of the corporation and, at any time within three years immediately before the date in question, was the beneficial owner, directly or indirectly of 10% or more of the voting power of the then outstanding shares of the corporation.

Our articles of incorporation and bylaws do not exclude us from these restrictions.

These provisions are intended to enhance the likelihood of continuity and stability in the composition of the board of directors and in the policies formulated by the board of directors and to discourage some types of transactions that may involve the actual or threatened change of control of our company. These provisions are designed to reduce our vulnerability to an unsolicited proposal for the potential restructuring or sale of all or a part of our company. However, these provisions could discourage potential acquisition proposals and could delay or prevent a change in control of our company. They also may have the effect of preventing changes in our management.

SELLING STOCKHOLDERS

The following table presents information regarding the selling stockholders and the shares of our common stock that may be sold by them pursuant to this prospectus. Except for James Short and Kevin Wiltz, who are directors of our company, and Vivakor, Inc., which is a creditor of our company, none of the selling stockholders have had within the past three years any position, office or other material relationship with our company or any of its predecessors or affiliates. No selling stockholder that is not a natural person is a broker-dealer or an affiliate of a broker-dealer.

Our company issued the shares being offered for resale pursuant to this prospectus to the selling stockholders in a private placement that we effected in June and July 2014 in exchange for consideration that we received from the selling stockholders in the aggregate amount of $147,500. Our company did not issue shares in such private placement to persons other than the selling stockholders.

Name	Number of Shares of Common Stock Beneficially Owned In the Offering(1)		Percentage Beneficially Owned After the Offering
Green Energy Alternatives, Inc.		5,300,000		4.62%
Kevin Wiltz		2,500,000		2.18%
LBL Remodeling		2,500,000		2.18%
Vivakor, Inc.		2,500,000		2.18%
AKNM Trust		300,000		*
Rocky Reininger		100,000		*
IME Capital		100,000		*
BBC Trust		80,000		*
Sarah Labass		70,000		*
Hector Minjarez		50,000		*
Warren Andy Brown		50,000		*
John Miner		50,000		*
B&HF, Inc.		50,000		*
Lou Lopez		50,000		*
Blake Holden		50,000		*
Michelle Seidl		50,000		*
Milo Seidl		50,000		*
Justin Crowder		50,000		*
Adam Nicosia		50,000		*
Karen Charlton		50,000		*
Kara Ison		50,000		*
Cathy Trong		50,000		*
Sid Trong		50,000		*
Diane Eiseman		50,000		*
Joe Nicosia		50,000		*
Heather Short		50,000		*
Alisha Staggs		50,000		*
Bill Ison		50,000		*
Trent Staggs		50,000		*
Tara Pack		45,000		*
OCPM, Inc.		40,000		*
Nicole Seidl		40,000		*
Tom Lee		40,000		*
Sheri Sharman		40,000		*
Val Krapf		40,000		*
Christopher A. Wilson		35,000		*
James Short		20,000		*
TOTAL		14,750,000

*Less than one percent.

_______________

(1)

The number of shares listed in these columns includes all shares beneficially owned and all options or warrants to purchase shares held, whether or not deemed to be beneficially owned, by the selling stockholder. The ownership percentages listed in these columns include only shares beneficially owned by the listed selling stockholder. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the percentage of shares beneficially owned by a selling stockholder, shares of our common stock subject to options or warrants, or debt convertible into our common stock, held by that selling stockholder that was exercisable or convertible on or within 60 days after the date of this prospectus were deemed outstanding for the purpose of computing the percentage ownership of that selling stockholder. The ownership percentages are calculated assuming that 114,750,000 shares of common stock were outstanding on the date of this prospectus.

(2)

The selling stockholders acquired the shares being offered by them hereunder in a private placement that we effected in June and July 2014.

PLAN OF DISTRIBUTION

The selling stockholders and any of their pledgees, donees, transferees, assignees and successors in interest may, from time to time, sell any or all of their shares of our common stock on any stock exchange, market or trading facility on which the shares of our common stock are traded or in private transactions. Until such time that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, these sales must be at a fixed price equaling the initial offering price of $0.50 per share. As of and after such time (if ever) that our common stock is listed or trading on an exchange or automated quotation system or quoted on the OTC Electronic Bulletin Board, these sales may be at fixed or negotiated prices. The selling stockholders may use any one or more of the following methods when selling shares:

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

an exchange distribution in accordance with the rules of the applicable exchange;

privately negotiated transactions;

to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the Securities and Exchange Commission;

broker-dealers may agree with the selling stockholder to sell a specified number of shares at a stipulated price per share;

a combination of any of such methods of sale; and

any other method permitted under applicable law.

The selling stockholders also may sell their shares of our common stock under Rule 144 under the Securities Act or under another exemption from the registration requirements of the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the selling stockholders may arrange for other broker-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated.

The selling stockholders from time to time may pledge or grant a security interest in some or all of the shares of our common stock owned by them, and, if a selling stockholder defaults in the performance of its secured obligations, then the pledgees or secured parties may offer and sell shares of our common stock from time to time under this prospectus or under an amendment to this prospectus under Rule 424(b)(3) under the Securities Act or other applicable provisions of the Securities Act amending the list of selling stockholders to include the pledgees, the transferees or other successors in interest as selling stockholders under this prospectus.

Upon our company being notified in writing by a selling stockholder that any material arrangement has been entered into with a broker-dealer for the sale of our common stock through a block trade, special offering, exchange distribution or secondary distribution or a purchase by a broker or dealer, a supplement to this prospectus will be filed with the Securities and Exchange Commission, if required, pursuant to Rule 424(b) under the Securities Act, disclosing (i) the name of each such selling stockholder and of the participating broker-dealers, (ii) the number of shares of our common stock involved, (iii) the price at which such shares of our common stock were sold, (iv) the commissions paid or discounts or concessions allowed to such broker dealers, where applicable, (v) that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus and (vi) other facts material to the transaction. In addition, upon our company being notified in writing by a selling stockholder that a donee or pledgee intends to sell more than 500 shares of our common stock, a supplement to this prospectus will be filed if then required in accordance with applicable securities law.

The selling stockholders also may transfer shares of our common stock in other circumstances, in which case the transferees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

The selling stockholders and broker-dealers or agents that are involved in selling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, commissions received by such broker-dealers or agents and profits on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Because the selling stockholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act. Discounts, concessions, commissions and similar selling expenses (if any) that can be attributed to the sale of securities will be paid by the selling stockholders and/or the purchasers. Each selling stockholder has represented and warranted to us that such selling stockholder acquired the securities subject to the registration statement of which this prospectus is a part in the ordinary course of such selling stockholder’s business and that, at the time of its purchase of such securities, such selling stockholder had no agreements or understandings, directly or indirectly, with any person to distribute any of such securities.

We have advised the selling stockholders that they may not use shares of our common stock registered under the registration statement of which this prospectus is a part to cover short sales of our common stock made before the date on which such registration statement has been declared effective by the Securities and Exchange Commission. If any selling stockholder uses this prospectus for any sale of shares of our common stock, such sale will be subject to the prospectus delivery requirements of the Securities Act. Each selling stockholder will be responsible to comply with the applicable provisions of the Securities Act and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including Regulation M, as applicable to such selling stockholder in connection with resales of such selling stockholder’s shares of our common stock under the registration statement of which this prospectus is a part.

Our company will pay all fees and expenses incident to the registration of the shares of our common stock covered by this prospectus, but our company will not receive proceeds from the sale of shares of our common stock by the selling stockholders.

DISCLOSURE OF SEC POSITION ON

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Section 78.7502 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporation also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Article VIII of our articles of incorporation provides that we shall, to the fullest extent permitted by the laws of the State of Nevada, indemnify our directors, officers and certain other persons. Article V, Section 1 of our bylaws provides that our directors, officers and certain other persons shall be indemnified and held harmless by us to the fullest extent permitted by the laws of the State of Nevada.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to the directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

In the event that a claim for indemnification against such liabilities (other than the payment by our company of expenses incurred or paid by such director, officer or controlling person of our company in the successful defense of any action, suit or proceeding) is asserted by any director, officer or controlling person of our company in connection with the securities being registered in the registration statement of which this prospectus is a part, the registrant will, unless in the opinion of counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by our company is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

LEGAL OPINION

The validity of the shares covered by the registration statement of which this prospectus is a part has been passed upon for us by Wilson & Oskam, LLP.

EXPERTS

The financial statements included in this prospectus as of July 31, 2014 and for the period from inception, March 19, 2014 through July 31, 2014 have been audited by Piercy Bowler Taylor & Kern, an independent registered public accounting firm, to the extent and for the periods set forth in their report appearing elsewhere herein and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Christopher A. Wilson, Esq., a partner in the law firm Wilson & Oskam, LLP, owns 35,000 shares of our common stock.

ADDITIONAL INFORMATION

We will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, and will file reports, proxy statements and other information with the SEC. These reports, proxy statements and other information may be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549 and at the SEC’s regional offices located at the Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 233 Broadway, New York, New York 10279. You can obtain copies of these materials from the Public Reference Section of the SEC upon payment of fees prescribed by the SEC. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC’s Web site contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The address of that site is http://www.sec.gov.

We have filed a registration statement on Form S-1 with the SEC under the Securities Act of 1933, as amended, with respect to the securities offered in this prospectus. This prospectus, which is filed as part of a registration statement, does not contain all of the information set forth in the registration statement, some portions of which have been omitted in accordance with the SEC’s rules and regulations. Statements made in this prospectus as to the contents of any contract, agreement or other document referred to in this prospectus are not necessarily complete and are qualified in their entirety by reference to each such contract, agreement or other document that is filed as an exhibit to the registration statement. The registration statement may be inspected without charge at the public reference facilities maintained by the SEC, and copies of such materials can be obtained from the Public Reference Section of the SEC at prescribed rates. You may obtain additional information regarding our company on our website, located at www.odysseygi.com .

Odyssey Group International, Inc.

INDEX TO FINANCIAL STATEMENTS

*Financial statements of Odyssey Group International, Inc.*

Report of Independent Registered Public Accounting Firm – Piercy Bowler Taylor & Kern	F-2

Balance Sheet as of July 31, 2014	F-3

Statement of Operations for the period from inception, March 19, 2014 through July 31, 2014	F-4

Statement of Stockholders’ Equity for the period from inception, March 19, 2014 through July 31, 2014	F-5

Statement of Cashflows for the period from inception, March 19, 2014 through July 31, 2014	F-6

Notes to the Financial Statements	F-7

F- 1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheet of Odyssey Group International, Inc. (the Company) as of July 31, 2014, and the related statements of operations, stockholders' equity, and cash flows for the period from inception, March 19, 2014, through July 31, 2014. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 31, 2014, and the results of its operations and its cash flows for the period from inception to July 31, 2014, in conformity with U.S. generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 7 to the financial statements, the Company had no revenues and therefore incurred losses from operations from inception through July 31, 2014, and, accordingly, has a deficit of $145,103 as of that date. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 7. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Piercy Bowler Taylor and Kern,
Certified Public Accountants
Salt Lake City, Utah

F- 2

Odyssey Group International, Inc.

Balance Sheet

As of July 31, 2014

Assets
Current assets:
Cash and cash equivalents	$	45,980
Deposit		210,000
	$	255,980

Liabilities and Stockholders' Equity
Current liabilities:
Accrued wages	$	14,000
Note payable		239,583
		253,583

Stockholders' equity:
Preferred stock, $.001 par value; 100,000 shares authorized, no shares issued or outstanding
Common stock, $.001 par value; 500,000,000 shares authorized with 114,750,000 issued and outstanding		114,750
Additional paid-in capital		32,750
Deficit		(145,103	)
		2,397

	$	255,980

See notes to financial statements

F- 3

Odyssey Group International, Inc.

Statement of Operations

For the Period from Inception, March 19, 2014, through July 31, 2014

General and administrative expense	$	135,520

Loss from operations		(135,520	)

Interest expense		(9,583	)

Net loss	$	(145,103	)
Basic net loss per share:	$	(0.00	)
Weighted average number of shares		106,501,781

See notes to financial statements

F- 4

Odyssey Group International, Inc.

Statement of Stockholders’ Equity

For the Period from Inception, March 19, 2014, through July 31, 2014

	Common Stock
	Shares		Dollars		Additional Paid-In Capital			Deficit			Total
Issuance of common stock for rights to a formula		100,000,000	$	100,000	$	(100,000	)		–			–

Sale of common stock for cash, including 2,570,000 shares to a director and an officer for $25,700		14,750,000		14,750		132,750			–		$	147,500

Net loss		–		–		–		$	(145,103	)		(145,103	)
Balances July 31, 2014		114,750,000	$	114,750	$	32,750		$	(145,103	)	$	2,397

See notes to financial statements

F- 5

Odyssey Group International, Inc.

Statement of Cash Flows

For the Period Since Inception, March 19, 2014, through July 31, 2014

Operating activities
Net loss	$	(145,103	)
Adjustments to reconcile to net cash used in operating activities:
Increase in deposit		(210,000	)
Increase in accrued wages		14,000
Net cash used in operating activities		(341,103	)

Financing activities
Sale of common stock		147,500
Proceeds from note payable		239,583
Net cash provided by financing activities		387,083

Net change in cash and cash equivalents		45,980
Cash and cash equivalents, beginning of period		–
Cash and cash equivalents, end of period	$	45,980


Noncash financing activities:
Common stock issued in exchange for formula rights at transferor’s basis of zero	$	100,000

See notes to financial statements

F- 6

Odyssey Group International, Inc.

Notes to Financial Statements

1. Nature of Planned Operations

Although the Company’s revenue producing activities have not yet commenced as of July 31, 2014, (Notes 7 and 8), the Company plans to be a trans-disciplinary health and wellness product development Company involved in the discovery, development and commercialization of a broad range of health and wellness products to improve human health. The Company is developing a product to provide athletic enhancement products to improve the human body’s function during athletic stress.

2. Summary of Significant Accounting Policies

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) generally requires management to make estimates and assumptions that affect amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from those estimates.

Basis of Accounting

The Company has not elected to adopt the option available under GAAP to measure any of its eligible financial instruments or other items. Accordingly, the Company measure s all of its assets and liabilities on the historical cost basis of accounting unless otherwise required GAAP.

Net loss per share

Basic net loss per share is calculated by dividing the net loss by the weighted-average number of common shares outstanding for the period, without consideration for common stock equivalents.

3. Related Party Transactions and Balances

4. Note Payable

The note payable matures on April 2015 and bears interest at 12.5% per annum. The note converts at the holder’s option upon maturity. The note may be converted into 23,958,300 shares of common stock upon maturity. The conversion price is fixed at $0.01 per share. No accounting recognition was given to the convertible feature due to the nature of the proceeds of the debt upon maturity being a fixed number of shares or the equivalent amount of cash.

5. Fair Value Measurements

The carrying values of cash and cash equivalents and notes payable approximate their estimated fair values because of the short-term nature of these instruments.

F- 7

6. Income Taxes

As of July 31, 2014 net deferred tax asset is $50,786 consisting of a net operating loss carryforward that expires in 2034 net of an effective offsetting related valuation allowance of 100%. The Company has established the valuation allowance because due to substantial uncertainty as to the Company’s ability to continue as a going concern (Note 7), it is more likely than not at this time that the deferred tax assets will not be realized within the carryforward period.

7. Going Concern

As shown in the accompanying financial statements, the Company is in its first year of operations and although it acquired a health and wellness formula, which management intends to further develop and commercialize into athletic enhancement products to improve the human body’s function during athletics, it did not have revenues for its first reporting period. As a result, the Company has incurred losses since inception and has a deficit as of July 31, 2014 of $145,103. These factors indicate substantial uncertainty about the Company’s ability to continue as a going concern. However subsequent to July 31, 2014, management has completed its development of one product and has begun selling it to distributors (Note 8). Management’s plans also include engaging in further research and development and marketing activity and raising additional capital in the short term to fund such activities through public offerings of its common stock. Management’s ability to implement its plans and continue as a going concern may be dependent upon the success of this offering. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

8. Subsequent Events

On August 1, 2014, the Company entered into a distribution agreement for our athletic performance enhancement product to be sold. The distribution agreement has a purchase order commitment of $50,000 annually for two years.

F- 8

PART II — INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the expenses expected to be incurred by us in connection with the issuance and distribution of the securities being registered. No portion of any of such expenses will be borne by any of the selling stockholders.

SEC Registration	$	1,000
Legal Fees and Expenses*	$	45,000
Accounting Fees*	$	15,000
Miscellaneous*	$	10,000
Total	$	71,000

* Estimated.

Item 14. Indemnification of Directors and Officers.

Section 78.7502 of the Nevada Revised Statutes provides that directors and officers of Nevada corporations may, under certain circumstances, be indemnified against expenses (including attorneys’ fees) and other liabilities actually and reasonably incurred by them as a result of any suit brought against them in their capacity as a director or officer, if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if they had no reasonable cause to believe their conduct was unlawful. Section 78.7502 of the Nevada Revised Statutes also provides that directors and officers of Nevada corporations also may be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by them in connection with a derivative suit if they acted in good faith and in a manner that they reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made without court approval if such person was adjudged liable to the corporation.

Item 15. Recent Sales of Unregistered Securities

In June and July 2014, we sold 14,750,000 shares of our common stock to accredited investors pursuant to a private placement offering.

Item 16. Exhibits.

Exhibit Number		Exhibit Description
3.1		Articles of Incorporation.*
3.2		Bylaws.*
5.1		Opinion of Wilson & Oskam, LLP.*
10.1		Form of Odyssey Group International, Inc. Subscription Agreement for Common Stock.**
10.2		Form of Odyssey Group International, Inc. “Accredited Investor” Questionnaire for Common Stock.**
10.3		Distribution Agreement between Odyssey Group International, Inc. and Well-med Global LLC dated as of August 1, 2014*
14.1		Odyssey Group International, Inc. Code of Ethics.*
23.1		Consent of Piercy Bowler Taylor & Kern.*
23.2		Consent of Wilson & Oskam, LLP (included in Exhibit 5.1 herein).
24.1		Power of Attorney (included on signature page).*

* Filed herewith.

** To be filed by amendment.

II- 1

Item 17. Undertakings.

The undersigned hereby undertakes:

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

	(i)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
	(ii)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

	(iii)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2)	That, for the purpose of determining liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)	That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II- 2

(5)		That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

	(i)		Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

	(ii)		Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

	(iii)		The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

	(iv)		Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II- 3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Las Vegas, State of Nevada, on December 5, 2014.

	Odyssey Group International, Inc.

	By: /s/Steve Miller
	Steve Miller
	Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

The undersigned officers and directors of the company hereby constitute and appoint Steve Miller and James Short, and each of them singly, with full power of substitution, our true and lawful attorneys-in-fact and agents to take any actions to enable the company to comply with the Securities Act, and any rules, regulations and requirements of the SEC, in connection with this registration statement, including the power and authority to sign for us in our names in the capacities indicated below any and all amendments to this registration statement and any other registration statement filed pursuant to the provisions of Rule 462 under the Securities Act.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date


/s/Steve Miller	Chief Executive Officer, President, Director	December 5, 2014
Steve Miller

/s/James Short	Chief Financial Officer, Secretary, Director	December 5, 2014
James Short
/s/Kevin Wiltz	Director	December 5, 2014
Kevin Wiltz

II- 4

Exhibit 3.1

ARTICLES OF INCORPORATION

ODYSSEY GROUP INTERNATIONAL, INC. ,

a Nevada corporation

ARTICLE I

The name of the corporation is Odyssey Group International, Inc. (the “Corporation” ).

ARTICLE II

The name and address of the Corporation’s noncommercial registered agent in the State of Nevada is Kevin Wiltz, 4262 Blue Diamond Road, Suite 201-282, Las Vegas, Nevada 89139.

ARTICLE III

The Corporation may engage in any lawful activity.

ARTICLE IV

A. Classes of Stock . The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares that the Corporation is authorized to issue is 600,000,000 shares. 500,000,000 shares shall be Common Stock, par value $.001 per share, and 100,000,000 shares shall be Preferred Stock, par value $.001 per share.

B. Rights, Preferences, Privileges and Restrictions of Preferred Stock . The Preferred Stock authorized by these Articles of Incorporation may be issued from time to time in one or more series. The Corporation’s Board of Directors (the “Board of Directors” ) hereby is authorized to fix or alter the rights, preferences, privileges and restrictions granted to or imposed on each series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them. Subject to compliance with applicable protective voting rights that have been or may be granted to the Preferred Stock or any series thereof in Certificates of Designation or in these Articles of Incorporation ( “Protective Provisions” ), but notwithstanding any of the other rights of the Preferred Stock or any series thereof, the rights, preferences, privileges and restrictions of any series of Preferred Stock may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote or written consent) or senior to any of those of any present or future class or series of Preferred Stock or Common Stock. Subject to compliance with applicable Protective Provisions (if any), the Board of Directors also is authorized to increase or decrease the number of shares of any series of Preferred Stock, before or after the issuance of such series, but not below the number of shares of such series then outstanding. In case the number of shares of any series is so decreased, the shares constituting such decrease shall resume the status that they had before the adoption of the resolution originally fixing the number of shares of such series.

C. Common Stock .

1. Dividend Rights . Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of Common Stock shall be entitled to receive, when, as and if declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

2. Liquidation Rights . Subject to the rights of, and upon the completion of any distribution that may be required with respect to, any series of Preferred Stock that from time to time may come into existence, upon the liquidation, dissolution or winding up of the Corporation, the assets of the Corporation shall be distributed among the holders of Common Stock pro rata based on the number of shares of Common Stock held by each.

3. Redemption . The Common Stock is not redeemable.

4. Voting Rights . The holder of each share of Common Stock shall have the right to one (1) vote for each such share, shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

The Board of Directors is authorized, from time to time, to create and issue, whether or not in connection with the issuance and sale of any of the stock or other securities or property of the Corporation, rights entitling the holders thereof to purchase from the Corporation shares of stock or other securities of the Corporation or any other corporation. The times at which and the terms upon which such rights are to be issued will be determined by the Board of Directors and set forth in the contracts or instruments that evidence such rights. The authority of the Board of Directors with respect to such rights shall include, but not be limited to, determination of the following:

(a) The initial purchase price per share or other unit of the stock or other securities or property to be purchased upon exercise of such rights.

(b) Provisions relating to the times at which and the circumstances under which such rights may be exercised or sold or otherwise transferred, either together with or separately from any other stock or other securities of the Corporation.

(c) Provisions that adjust the number or exercise price of such rights or amount or nature of the stock or other securities or property receivable upon exercise of such rights in the event of a combination, split or recapitalization of any stock of the Corporation, a change in ownership of the Corporation’s stock or other securities or a reorganization, merger, consolidation, sale of assets or other occurrence relating to the Corporation or any stock of the Corporation, and provisions restricting the ability of the Corporation to enter into any such transaction absent an assumption by the other party or parties thereto of the obligations of the Corporation under such rights.

(d) Provisions that deny the holder of a specified percentage of the outstanding stock or other securities of the Corporation the right to exercise such rights and/or cause the rights held by such holder to become void.

(e) Provisions that permit the Corporation to redeem or exchange such rights.

(f) The appointment of a rights agent with respect to such rights.

ARTICLE VI

The governing board of the Corporation shall be styled as a “Board of Directors,” and any member of such Board of Directors shall be styled as a “director.” The number of members constituting the first Board of Directors of the Corporation is three (3), and the name and address of each such member is as follows:

Name	Address

Steve Miller	16 Technology #124
	Irvine, CA 92618

James Short	28451 Springfield Drive
	Laguna Niguel, CA 92677

Kevin Wiltz	252 Sunpac Ave
	Henderson, NV 89011

The number of directors of the Corporation may be fixed and increased or decreased in the manner provided in the Bylaws of the Corporation, provided that the number of directors shall never be less than one (1). In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by an increase in the number of directors and including vacancies resulting from the removal of directors by the stockholders entitled to vote that are not filled by such stockholders, may be filled by the remaining directors, though less than a quorum. Notwithstanding the foregoing, whenever the holders of any one or more series of shares of Preferred Stock issued by the Corporation have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of these Articles of Incorporation or the resolution or resolutions adopted by the Board of Directors pursuant to Article IV(B) hereof.

ARTICLE VII

The personal liability of the directors and officers of the Corporation hereby is eliminated to the fullest extent permitted by Nevada Revised Statutes, Chapter 78, as the same exists or hereafter may be amended. No director or officer of the Corporation will be liable to the Corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, excepting only (i) acts or omissions that involve intentional misconduct, fraud or a knowing violation of law or (ii) the payment of dividends in violation of Nevada Revised Statutes Section 78.300. No amendment, modification or repeal of this Article VII applies to or has any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any act or omission of such director or officer having occurred before such amendment, modification or repeal, except as otherwise required by law.

ARTICLE VIII

The Corporation shall, to the fullest extent permitted by the laws of the State of Nevada, as the same exist or hereafter may be amended (but in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such laws permitted the Corporation to provide before such amendment), indemnify and hold harmless each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding” ), by reason of the fact that such person or a person for whom such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director or officer of the Corporation or at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against and from all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Article VIII or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith. The Corporation may, by action of the Board of Directors or through the adoption of Bylaws, provide indemnification to employees and agents of the Corporation, and to persons who are serving or did serve at the request of the Corporation as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, with the same scope and effect as provided to the directors and officers of the Corporation pursuant to the foregoing provisions of this Article VIII .

The indemnification provided for herein shall not be deemed exclusive of any other right to which a person indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to actions of such person in such person’s official capacity and as to actions of such person in another capacity while holding such office. The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against any liability asserted against such person in any such capacity or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of Nevada Revised Statutes, Chapter 78. The expenses of any director or officer, current or past, incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation as incurred and in advance of the final disposition of such action, suit or proceeding upon the Corporation’s receipt of an undertaking by or on behalf of such current or past director or officer to repay the Corporation for all of such expenses if it ultimately is determined by a court of competent jurisdiction that such current or past director or officer is not entitled to be indemnified by the Corporation. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation, or who has ceased to serve at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. No amendment, modification or repeal of this Article VIII applies to or has any effect on any right or protection of any director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, existing at the time of such amendment, modification or repeal.

ARTICLE IX

In furtherance and not in limitation of the rights, powers, privileges and discretionary authority granted or conferred by Nevada Revised Statutes, Chapter 78 or other statutes or laws of the State of Nevada, the Board of Directors is expressly authorized: (i) to make, adopt, amend, alter or repeal the Bylaws of the Corporation, except as and to the extent otherwise provided in such Bylaws; (ii) from time to time to adopt Bylaw provisions with respect to indemnification of directors, officers, employees, agents and other persons as the Board of Directors deems expedient and in the best interests of the Corporation and to the extent permitted by law; and (iii) to fix and determine designations, preferences, privileges, rights and powers, and relative, participating, optional or other special rights, qualifications, limitations or restrictions, on the capital stock of the Corporation as provided by Nevada Revised Statutes Section 78.195, unless otherwise provided herein.

ARTICLE X

Unless the Corporation consents in writing to the selection of an alternative forum, the District Courts of the State of Nevada shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, employee or other agent of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of Title 7 of the Nevada Revised Statutes or (iv) any action asserting a claim governed by the internal affairs doctrine, in each case subject to such District Courts having personal jurisdiction over the indispensable parties named as defendants therein.

ARTICLE XI

The Corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XII

The name and address of the incorporator signing these Articles of Incorporation are as follows:

Name	Address

Christopher A. Wilson	9110 Irvine Center Drive
	Irvine, CA 92618

IN WITNESS WHEREOF , the undersigned has hereunto set his hand and executed these Articles of Incorporation on this 12 ^th day of March 2014.

	/s/ Christopher A. Wilson
	Christopher A. Wilson

Exhibit 3.2

BYLAWS

ODYSSEY GROUP INTERNATIONAL, INC. ,

a Nevada corporation

(the “Corporation” )

ARTICLE I

Offices

Section 1. Principal Executive Office . The principal executive office of the Corporation hereby is fixed and located at 4262 Blue Diamond Road, Suite 201-282, Las Vegas, NV 89139, with its principal mailing address being 4262 Blue Diamond Road, Suite 201-282, Las Vegas, NV 89139. The Board of Directors (the “Board” ) hereby is granted full power and authority to change the principal executive office of the Corporation from one location to another within or without the State of Nevada. Any such change shall be noted in these bylaws (these “Bylaws” ) by the Secretary of the Corporation, opposite this Section, or this Section may be amended to state the new location.

Section 2. Other Offices . The Board at any time may establish other business offices wherever the Corporation is qualified to do business.

ARTICLE II

Meetings of the Stockholders

Section 1. Place of Meetings . All annual or other meetings of the Corporation’s stockholders (the “Stockholders” ) shall be held at the principal executive office of the Corporation or at any other place within or without the State of Nevada that may be designated by the Board.

Section 2. Annual Meetings . The annual meetings of the Stockholders shall be held on such date and at such time as may be fixed by the Board. At such meetings, directors shall be elected, reports of the affairs of the Corporation shall be considered, and any other business may be transacted that is within the powers of the Stockholders, subject to the remaining provisions of this Section 2 .

Written notice of each annual meeting shall be given to each Stockholder entitled to vote thereat, either personally or by mail or other means of written communication, charges prepaid, addressed to such Stockholder at such Stockholder’s address appearing on the books of the Corporation or given by such Stockholder to the Corporation for the purpose of notice. If any notice or report addressed to a Stockholder at the address of such Stockholder appearing on the books of the Corporation is returned to the Corporation by the United States Postal Service marked to indicate that the United States Postal Service is unable to deliver such notice or report to such Stockholder at such address, then all future notices and reports shall be deemed to have been duly given to such Stockholder without further mailing if such notices and reports are made available for such Stockholder upon written demand of such Stockholder at the principal executive office of the Corporation for a period of one (1) year from the date of the giving of such notices and reports to all of the other Stockholders. If a Stockholder fails to provide the Corporation with an address, then notice shall be deemed to have been given to such Stockholder if sent by mail or other means of written communication addressed to the place where the principal executive office of the Corporation is situated or if published at least once in some newspaper of general circulation in the county in which the principal executive office of the Corporation is located.

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All such notices shall be given to each Stockholder entitled thereto not less than ten (10) nor more than sixty (60) days before each annual meeting. Every such notice shall be deemed to have been given at the time when delivered personally or deposited in the mail or sent by other means of written communication. An affidavit of mailing of any such notice in accordance with the foregoing provisions, executed by the Secretary, Assistant Secretary or any transfer agent of the Corporation, shall be prima facie evidence that such notice was given.

Such notices shall specify:

(a) the place, the date and the hour of the annual meeting;

(b) the purpose or purposes for which the meeting is called; and

Notice of the time, place and purpose of any meeting of the Stockholders may be waived in writing, signed by the person entitled to notice thereof, either before or after such meeting, and will be waived by any Stockholder by his attendance thereat in person or by proxy, except when such Stockholder attends a meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. Any Stockholder so waiving notice of such meeting shall be bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

The following provisions of this Section 2 shall apply regardless of whether the Corporation has a class of securities registered under the Securities Exchange Act of 1934, as amended (the “1934 Act” ); provided, however, that this Section 2 shall not require any filing with the Securities and Exchange Commission by either the Corporation or the Stockholder.

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At an annual meeting of the Stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be: (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the meeting by or at the direction of the Board or (iii) otherwise properly brought before the meeting by a Stockholder (as determined by reference to Rule 14a-8 promulgated under the 1934 Act). For business to be properly brought before an annual meeting by a Stockholder, such Stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a Stockholder’s notice must be delivered to or mailed and received at the principal executive office of the Corporation not later than the close of business on the sixtieth (60th) day nor earlier than the close of business on the ninetieth (90th) day before the first anniversary of the preceding year’s annual meeting; provided, however, that, in the event that no annual meeting was held in the previous year or that the date of the annual meeting has been changed by more than thirty (30) days from the date contemplated at the time of the previous year’s proxy statement, notice by the Stockholder to be timely must be so received not earlier than the close of business on the ninetieth (90th) day before such annual meeting and not later than the close of business on the later of the sixtieth (60th) day before such annual meeting or, in the event that public announcement of the date of such annual meeting is first made by the Corporation fewer than seventy (70) days before the date of such annual meeting, the close of business on the tenth (10th) day following the day on which public announcement of the date of such meeting is first made by the Corporation. A Stockholder’s notice to the Secretary of the Corporation shall set forth as to each matter that such Stockholder proposes to bring before the annual meeting: (A) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (B) the name and address, as they appear on the Corporation’s books, of the Stockholder proposing such business, (C) the class and number of shares of the Corporation that are beneficially owned by such Stockholder, (D) any material interest of such Stockholder in such business and (E) any other information that is required to be provided by such Stockholder pursuant to Regulation 14A under the 1934 Act, in his capacity as a proponent of a Stockholder proposal. Notwithstanding the foregoing, in order to include information with respect to a Stockholder proposal in the proxy statement and form of proxy for a Stockholders meeting, Stockholders must provide notice as required by the regulations promulgated under the 1934 Act. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any annual meeting of the Stockholders except in accordance with the procedures set forth in this paragraph. The chairman of the annual meeting shall, if the facts warrant, determine and declare at the annual meeting that business was not properly brought before the annual meeting and in accordance with the provisions of this paragraph, and, if he should so determine, he shall so declare at the annual meeting that any such business not properly brought before the annual meeting shall not be transacted.

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Only persons who are confirmed in accordance with the procedures set forth in this paragraph shall be eligible for election as directors of the Corporation. Nominations of persons for election to the Board may be made at a meeting of the Stockholders by or at the direction of the Board or by any Stockholder entitled to vote in the election of directors at the meeting who complies with the notice procedures set forth in this paragraph. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation in accordance with the provisions of the immediately-preceding paragraph of this Section 2 . Such Stockholder’s notice shall set forth (i) as to each person, if any, whom such Stockholder proposes to nominate for election or re-election as a director: (A) the name, age, business address and residence address of such person, (B) the principal occupation or employment of such person, (C) the class and number of shares of the Corporation that are beneficially owned by such person, (D) a description of all arrangements or understandings between such Stockholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nominations are to be made by such Stockholder and (E) any other information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the 1934 Act (including, without limitation, such person’s written consent to being named in the proxy statement, if any, as a nominee and to serving as a director if elected); and (ii) as to such Stockholder giving notice, the information required to be provided pursuant to the immediately-preceding paragraph of this Section 2 . At the request of the Board, any person nominated by a Stockholder for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in the Stockholder’s notice of nomination that pertains to the nominee. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this paragraph. The chairman of the meeting shall, if the facts warrant, determine and declare at the meeting that a nomination was not made in accordance with the procedures prescribed by these Bylaws, and if he should so determine, he shall so declare at the meeting, and the defective nomination shall be disregarded.

For purposes of this Section 2 , “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the 1934 Act.

Section 3. Special Meetings . Special meetings of the Stockholders, for the purpose of taking any action permitted by the Stockholders under Nevada Revised Statutes, Chapter 78 and the Corporation’s Articles of Incorporation (the “Articles of Incorporation” ), may be called at any time by (a) the Chairman of the Board, (b) the Chief Executive Officer, (c) the President or (d) the Board pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exist vacancies in previously authorized directorships at the time that any such resolution is presented to the Board for adoption). If a special meeting of the Stockholders is called by any person or persons other than the Board, then the request therefor shall be in writing, specifying the general nature of the business proposed to be transacted, and shall be delivered personally or sent by registered mail or by telephonic or other facsimile transmission to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary of the Corporation. No business may be transacted at such special meeting of the Stockholders other than as specified in such request. Within sixty (60) days after receipt of the request, the Board shall determine the time and place of such special meeting, which shall be held not less than thirty-five (35) nor more than one hundred twenty (120) days after the date of the receipt of the request. Upon the Board’s determination of the time and place of the special meeting, notice of such special meeting shall be given in the same manner as notice is to be given for the annual meetings of the Stockholders in accordance with the provisions of the preceding Section 2 (except in special cases where other express provision is made by statute). In addition to the matters required by items (a) and, if applicable, (c) of the preceding Section 2 , notice of any special meeting shall specify the general nature of the business to be transacted at such special meeting, and no other business may be transacted at such special meeting. If notice of the special meeting is not given within sixty (60) days after the receipt of the request, the person or persons having requested the special meeting may set the time and place of the special meeting and give the notice. Nothing contained in this paragraph shall be construed as limiting, fixing or affecting the time when a meeting of the Stockholders called by action of the Board may be held.

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Section 4. Quorum . Except as otherwise provided by applicable law or by the Articles of Incorporation, the presence in person or by proxy of the Stockholders entitled to vote a majority of the voting shares at any meeting shall constitute a quorum for the transaction of business. The chairman of a meeting or the inspector or inspectors of election appointed for such meeting pursuant to Section 10 of this Article II , as the case may be, may determine that a quorum is present based on any reasonable evidence of the presence in person or by proxy of Stockholders holding a majority of the outstanding shares, including, without limitation, evidence from any record of the Stockholders or their proxies who have signed a register indicating their presence at the meeting. The Stockholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Stockholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the shares required to constitute a quorum.

Where a separate vote by a class or classes or series is required, except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, a majority of the outstanding shares of such class or classes or series, present in person or represented by proxy, shall constitute a quorum entitled to take action with respect to that vote on that matter.

Section 5. Adjourned Meeting and Notice Thereof . Any Stockholders’ meeting, annual or special, whether or not a quorum is present, may be adjourned from time to time either by the chairman of the meeting or by the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote thereat, but in the absence of a quorum no other business may be transacted at such meeting, except as provided in Section 4 of this Article II . At such adjourned meeting at which a quorum is present or represented by proxy, any business may be transacted that could have been transacted at the meeting as originally noticed.

When any Stockholders’ meeting, either annual or special, is adjourned for forty-five (45) days or more, or if after adjournment a new record date is fixed for the adjourned meeting, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided in the immediately-preceding sentence hereof, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted thereat other than by announcement of the time and place thereof at the meeting at which such adjournment is taken.

Section 6. Voting . Unless a record date for voting purposes is fixed as provided in Section 1 of Article VI of these Bylaws, only persons in whose names shares entitled to vote stand on the stock records of the Corporation at the close of business on the business day immediately preceding the day on which notice of a meeting is given, or, if such notice is waived, at the close of business on the business day immediately preceding the day on which a meeting of the Stockholders is held, shall be entitled to vote at such meeting, and such day shall be the record date for such meeting. Such vote may be by ballot or voice vote; provided, however , that all elections for directors must be by ballot upon demand therefor made by a Stockholder at any election before the voting begins, and provided further that the Board in its discretion may require a written ballot for any vote. If a quorum is present at a meeting, the affirmative vote of the majority of the shares present in person or represented by proxy at such meeting and entitled to vote thereat on any matter shall be the act of the Stockholders, unless the vote of a greater number or voting by classes is required by Nevada Revised Statutes, Chapter 78 or the Articles of Incorporation; provided, however, that directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors.

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Where a separate vote by a class or classes or series is required, except as otherwise provided by law or by the Articles of Incorporation or these Bylaws, if a quorum of such class or classes or series is present at a meeting, the affirmative vote of the majority (plurality, in the case of the election of directors) of the shares of such class or classes or series present in person or represented by proxy at such meeting and entitled to vote thereat shall be the act of such class or classes or series.

Unless otherwise provided in the Articles of Incorporation, at every meeting of the Stockholders, each Stockholder shall be entitled to one (1) vote in person or by proxy for each share of capital stock having voting power held by such Stockholder.

If shares or other securities having voting power stand of record in the names of two (2) or more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety or otherwise, or if two (2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary of the Corporation is given written notice to the contrary and is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts with respect to voting shall have the following effect: (a) if only one (1) votes, then his act binds all; (b) if more than one (1) votes, then the act of the majority so voting binds all; (c) if more than one (1) votes but the vote is evenly split on any particular matter, then each faction may vote the securities in question proportionally. If the instrument filed with the Secretary of the Corporation shows that any such tenancy is held in unequal interests, then a majority or even-split for the purpose of the foregoing clause (c) shall be a majority or even-split in interest.

Section 7. Validation of Defectively Called or Noticed Meetings . The transactions of any meeting of the Stockholders, either annual or special, however called and noticed, shall be as valid as if taken at a meeting duly held after regular call and notice if a quorum is present at such meeting either in person or by proxy and if, either before or after such meeting, all of the persons entitled to vote at such meeting but who are not present thereat in person or by proxy or who, although present, have, at the beginning of such meeting, properly objected to the transaction at such meeting of any business because such meeting was not lawfully called or convened, or to particular matters of business legally required to be included in the notice but not so included, sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the records of the Corporation or made a part of the minutes of such meeting. Neither the business to be transacted at nor the purpose of any regular or special meeting of the Stockholders need be specified in any written waiver of notice.

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Section 8. Action Without a Meeting . Any action that under any provision of Nevada Revised Statutes, Chapter 78 may be taken at a meeting of the Stockholders may be taken without a meeting and without notice if a consent in writing setting forth the action so taken is signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice shall be given of the taking of any Corporate action approved by the Stockholders without a meeting by less than unanimous written consent to those Stockholders entitled to vote who have not consented to such Corporate action in writing. Unless as provided in Section 1 of Article VI of these Bylaws the Board has fixed a record date for the determination of Stockholders entitled to give such written consent, the record date for such determination shall be the day on which the first written consent is given. All such written consents shall be filed with the Secretary of the Corporation.

Any Stockholder giving a written consent, or such Stockholder’s proxy holder, or a transferee of the shares of such Stockholder, or a personal representative of such Stockholder or any such person’s respective proxy holder may revoke such Stockholder’s consent in writing received by the Corporation before the time at which written consents of the number of shares required to authorize a proposed Corporate action have been filed with the Secretary of the Corporation but not thereafter. Such revocation is effective upon its receipt by the Secretary of the Corporation.

Section 9. Proxies . Every person entitled to vote shall have the right to do so either in person or by one or more agents authorized by a written proxy executed by such person or such person’s duly authorized agent. Any proxy duly executed is not revoked and continues in full force and effect until a written instrument revoking it or a duly executed proxy bearing a later date is filed with the Secretary of the Corporation before the vote pursuant thereto; provided, however , that no such proxy shall be valid after the expiration of six (6) months from the date of its execution unless it is coupled with an interest or unless the person executing it specifies therein the length of time for which such proxy is to continue in force, which time in no case shall exceed seven (7) years from the date of such proxy’s execution.

Section 10. Inspectors of Election . In advance of any meeting of the Stockholders, the Board may appoint one or more persons other than nominees for office to act as inspectors of election at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the chairman of any such meeting may, and at the request of any Stockholder or any Stockholder’s proxy shall, make such appointment at such meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting at the request of one or more Stockholders or proxies of Stockholders, the majority of shares represented in person or by proxy shall determine whether one (1) or three (3) inspectors are to be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act as inspector, the vacancy may, and at the request of any Stockholder or a Stockholder’s proxy shall, be filled by appointment by the Board in advance of the meeting or at the meeting by a chairman of the meeting. Inspectors of election need not be Stockholders, and any officer of the Corporation may be an inspector of election with respect to a vote to be taken on any matter other than a vote to be taken for or against a proposal in which such person has or will have a material interest.

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The duties of inspectors shall include determining the number of shares outstanding and the voting power of each, the shares represented at the meeting, the existence of a quorum and the authenticity, validity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining when the polls shall close; determining results; and such acts as may be proper to conduct the election or vote with fairness to all Stockholders. In the determination of the validity and effect of proxies, the dates contained on the forms of proxy presumptively shall determine the order of execution of the proxies, regardless of the postmark dates on the envelopes in which they were mailed.

The inspectors of election shall perform their duties impartially, in good faith, to the best of their ability and as expeditiously as is practical. If three (3) inspectors of election are appointed, the decision, act or certificate of a majority of such inspectors is effective in all respects as the decision, act or certificate of all of such inspectors. Any report or certificate made by the inspectors of election is prima facie evidence of the facts stated therein.

Section 11. Stockholder Lists . At least ten (10) days before every meeting of the Stockholders, the officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make a complete list of the Stockholders entitled to vote at such meeting, arranged in alphabetical order and showing the address of each such Stockholder and the number of shares registered in the name of each such Stockholder. Such list shall be open to the examination of any Stockholder, for any purpose germane to a meeting, during ordinary business hours, for a period of at least ten (10) days before such meeting, at a place within the city where such meeting is to be held, which place shall be specified in the notice of the meeting, and such list also shall be available throughout the duration of such meeting and may be inspected by any Stockholder who is present thereat.

Section 12. Organization . At every meeting of the Stockholders, the Chairman of the Board, or, if a Chairman of the Board has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the Stockholders entitled to vote, present in person or by proxy at the meeting, shall act as chairman of the meeting. The Secretary of the Corporation, or, in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting. The Board shall be entitled to make such rules or regulations for the conduct of meetings of the Stockholders as the Board may deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board, if any, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation, establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of those present, limitations on participation in such meeting to Stockholders of record and their duly authorized and constituted proxies and such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof, limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting on matters that are to be voted on by ballot. Unless and to the extent determined by the Board or the chairman of the meeting, meetings of the Stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

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ARTICLE III

Directors

Section 1. Powers . Subject to limitations provided by the Articles of Incorporation, these Bylaws and Nevada Revised Statutes, Chapter 78 as to actions to be authorized or approved by the Stockholders or the outstanding shares, and subject to the duties of directors as prescribed by these Bylaws, all Corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be controlled by, the Board. The Board may delegate the management of the day-to-day operation of the business of the Corporation to management or other persons, provided that the business and affairs of the Corporation shall be managed and all Corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers but subject to the same limitations, it hereby is declared that the directors shall have the following powers in addition to the other powers enumerated in these Bylaws:

First - To select and remove all of the officers, agents and employees of the Corporation, prescribe such powers and duties for them as are not inconsistent with law, the Articles of Incorporation or these Bylaws, fix their compensation and require from them security for faithful service.

Second - To conduct, manage and control the affairs and business of the Corporation and to make such rules and regulations therefor not inconsistent with law, the Articles of Incorporation or these Bylaws, as they deem best.

Third - To change the principal executive office and principal place for the transaction of the business of the Corporation from one location to another as provided in Article I, Section 1 of these Bylaws; to fix and locate from time to time one or more subsidiary offices of the Corporation within or without the State of Nevada, as provided in Article I, Section 2 of these Bylaws; to designate any place within or without the State of Nevada for the holding of any Stockholders’ meeting; and to adopt, make and use a Corporate seal, to prescribe the forms of certificates of stock of the Corporation and from time to time to alter the form of such seal and of such certificates, as in their judgment they deem best, provided that such seal and such certificates shall comply at all times with all applicable provisions of law.

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Fourth - Upon such terms as may be lawful, from time to time to authorize the issuance of shares of stock of the Corporation.

Fifth - To borrow money and incur indebtedness for the purposes of the Corporation, and to cause to be executed and delivered therefor, in the Corporation’s name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidence of debt and security therefor.

Sixth – By resolution adopted by a majority of the authorized number of directors, to designate and appoint an Executive Committee and other committees, each consisting of one or more directors, to serve at the pleasure of the Board, and to prescribe the manner in which proceedings of such committees shall be conducted. Any such committee, to the extent provided in a resolution of the Board, shall have all of the authority of the Board, except as otherwise provided in Section 19 of this Article III , and except with respect to:

(a) the approval of any action for which Nevada Revised Statutes, Chapter 78 or the Articles of Incorporation also require Stockholder approval;

(b) the filling of vacancies on the Board or in any committee;

(d) the amendment or repeal of these Bylaws or the adoption of new Bylaws;

(e) the amendment or repeal of any resolution of the Board;

(f) any distribution to the Stockholders, except at a rate or in a periodic amount or within a price range determined by the Board; and

(g) the appointment of other committees of the Board or the members thereof.

Section 2. Number and Qualification of Directors . The authorized number of directors shall be not less than one (1) nor more than thirteen (13) as fixed from time to time by resolution of the Board; provided that no decrease in the authorized number of directors shall shorten the term of any incumbent director. A director need not be a Stockholder, a citizen of the United States or a resident of the State of Nevada. Every director shall be at least eighteen (18) years of age.

Section 3. Election and Term of Office . The directors shall be elected at each annual meeting of the Stockholders, but if any such annual meeting is not held or the directors are not elected thereat, the directors may be elected at any special meeting of the Stockholders held for such purpose. All directors shall hold office until their respective successors are elected, subject to Nevada Revised Statutes, Chapter 78 and the provisions of these Bylaws with respect to vacancies on the Board.

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Section 4. Resignation . Any director may resign effective upon giving written notice to the Board, the President or the Secretary, unless the notice specifies a later time for the effectiveness of such resignation. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board or the Stockholders shall have power to elect a successor to take office when such resignation is to become effective.

Section 5. Removal . Any director, or the entire Board, may be removed from office at any time, without cause, by the vote of Stockholders representing not less than two-thirds of the voting power of the issued and outstanding stock entitled to vote. Whenever the holders of any class or series of shares are entitled to elect one or more directors, unless otherwise provided in the Articles of Incorporation, removal of any such director requires only the proportion of votes, specified in the immediately-preceding sentence, of the holders of that class or series, and not the votes of the outstanding shares as a whole.

No reduction of the authorized number of directors shall have the effect of removing any director before the expiration of such director’s term of office.

Section 6. Vacancies . A vacancy in the Board shall be deemed to exist in case of the death, resignation or removal of any director, if a director has been declared of unsound mind by order of court or convicted of a felony, if the authorized number of directors is increased or if the Stockholders fail at any annual or special meeting of the Stockholders at which one or more directors are to be elected to elect the full authorized number of directors to be voted for at that meeting.

Vacancies in the Board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, and each director so elected shall hold office until his successor is elected at an annual or a special meeting of the Stockholders.

The Stockholders at any time may elect a director or directors to fill a vacancy or vacancies not filled by the directors. Any such election by written consent shall require the consent of holders of a majority of the outstanding shares entitled to vote.

Section 7. Place of Meetings . Regular meetings of the Board shall be held at any place within or without the State of Nevada that from time to time has been designated by resolution of the Board or by written consent of all members of the Board. In the absence of such designation, regular meetings of the Board shall be held at the principal executive office of the Corporation. Special meetings of the Board may be held either at a place so designated or at the principal executive office of the Corporation.

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Section 8. Organization Meeting . Immediately following each annual meeting of the Stockholders, the Board shall hold a regular meeting at the place of the annual meeting of the Stockholders or at such other place as may be fixed by the Board for the purpose of organization, appointment of officers and the transaction of other business. Call and notice of such meetings hereby are dispensed with.

Section 9. Other Regular Meetings . Other regular meetings of the Board shall be held without call as provided in a resolution from time to time adopted by the Board; provided, however , that, if the day of any such meeting should fall upon a legal holiday, then such meeting shall be held at the scheduled time on the next business day thereafter. Notice of all such regular meetings of the Board hereby is dispensed with.

Section 10. Special Meetings . Special meetings of the Board for any purpose or set of purposes may be called at any time by the Chairman of the Board, the Chief Executive Officer, the President, any Vice President, the Secretary or by any two (2) directors of the Corporation, or, if the Corporation has only one (1) director, then by such single director.

Special meetings of the Board shall be held upon four (4) days’ written notice or forty eight (48) hours’ notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director’s address as it is shown on the records of the Corporation or as may have been given to the Corporation by the director for the purpose of notice or, if such address is not shown on such records or is not readily ascertainable, at the place in which the meetings of the directors regularly are held.

Notice by mail shall be deemed to have been given when a written notice is deposited in the United States mail, postage prepaid. Any other written notice shall be deemed to have been given at the time it is delivered personally to the recipient or is delivered to a common carrier for transmission or actually transmitted by the person giving the notice by electronic means to the recipient. Oral notice shall be deemed to have been given at the time it is communicated, in person or by telephone or wireless, to the recipient or to a person at the office of the recipient who the person giving the notice has reason to believe promptly will communicate it to the recipient.

Notice of any meeting may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when such director attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened.

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Section 11. Action Without a Meeting . Any action required or permitted to be taken by the Board or a committee thereof may be taken without a meeting if all members of the Board or such committee individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board or committee and shall have the same force and effect as a unanimous vote of the Board or committee.

Section 12. Action at a Meeting: Quorum and Required Vote . Presence of a majority of the authorized number of directors at a meeting of the Board constitutes a quorum for the transaction of business, except as hereinafter provided. Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another. Participation in a meeting as permitted in the immediately-preceding sentence hereof constitutes presence in person at such meeting. Every act done or decision made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number, or the same number after disqualifying one or more directors from voting, is required by law, by the Articles of Incorporation or by these Bylaws. A meeting at which a quorum initially is present may continue to transact business notwithstanding the withdrawal of directors, provided that any action taken is approved by at least a majority of the required quorum for such meeting.

Section 13. Validation of Defectively Called or Noticed Meetings . The transactions effected at any meeting of the Board, however called and noticed or wherever held, shall be as valid as if effected at a meeting duly held after regular call and notice if a quorum is present at such meeting and if either before or after such meeting all of the directors who are not present at such meeting or who, although present at such meeting, have before such meeting or at its commencement protested the lack of proper notice to such meeting sign a written waiver of notice or a consent to the holding of such meeting or an approval of the minutes of such meeting. All such waivers, consents or approvals shall be filed with the Corporate records or made a part of the minutes of the meeting.

Section 14. Adjournment . A quorum of the directors may adjourn any directors’ meeting to meet again at a stated day and hour; provided, however , that, in the absence of a quorum, a majority of the directors present at any directors’ meeting, either regular or special, from time to time may adjourn such meeting until the time fixed for the next regular meeting of the Board.

Section 15. Notice of Adjournment . If a meeting is adjourned for more than twenty four (24) hours, notice of any adjournment to another time or place shall be given before the time of the adjourned meeting to the directors who were not present at the time of adjournment. Otherwise, notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place of such adjourned meeting is fixed at the meeting adjourned.

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Section 16. Organization . At every meeting of the directors, the Chairman of the Board, or, if a Chairman of the Board has not been appointed or is absent, the Chief Executive Officer, or, if the Chief Executive Officer is absent, the President, or, if the President is absent, the most senior Vice President, or, in the absence of any such officer, a chairman of the meeting chosen by a majority of the directors present shall preside over the meeting. The Secretary, or in his absence, an Assistant Secretary directed to do so by the President, shall act as secretary of the meeting.

Section 17. Fees and Compensation . Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by resolution of the Board. Directors shall be entitled to such compensation for their services as may be approved by the Board, including, if so approved by resolution of the Board, a fixed sum and expenses of attendance, if any, for attendance at each regular or special meeting of the Board and at any meeting of a committee of the Board. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise and receiving compensation therefor.

Section 18. Rights of Inspection . Every director shall have the absolute right at any reasonable time to inspect and copy all of the Corporation’s books, records and documents of every kind and to inspect physical properties of the Corporation and of its subsidiary corporations, if any, domestic and foreign. Such inspection by a director may be made in person or by agent or attorney, and such inspection rights include the right to copy and obtain extracts.

Section 19. Committees . The provisions of this Section 19 are subject to the provisions of Section 1 (Sixth) of this Article III .

(a) Executive Committee . The Board may, by resolution adopted by a majority of the authorized number of directors, designate and appoint an Executive Committee to consist of one or more members of the Board. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board, shall have and may exercise all the powers and authority of the Board in the management of the business and affairs of the Corporation, but no such committee shall have any power or authority in reference to (i) amending the Articles of Incorporation, (ii) authorizing the issuance of stock or other securities of the Corporation, (iii) adopting an agreement of merger or consolidation, (iv) recommending to the Stockholders the sale, lease or exchange of all or substantially all of the Corporation’s property and assets or (v) recommending to the Stockholders a dissolution of the Corporation or a revocation of a dissolution of the Corporation.

(b) Other Committees . The Board may, by resolution adopted by a majority of the authorized number of directors, from time to time designate and appoint such other committees as may be permitted by law. Such other committees designated and appointed by the Board shall consist of one or more members of the Board and shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in no event shall any such committee have the powers denied to the Executive Committee in these Bylaws.

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(c) Term . Each member of a committee of the Board shall serve a term on such committee coexistent with such member’s term on the Board. The Board, subject to the forgoing paragraphs (a) and (b) of this Section 19 , may at any time increase or decrease the number of members of a committee or terminate the existence of a committee. The membership of a committee member shall terminate on the date of his death or voluntary resignation from the committee or from the Board. The Board may at any time for any reason remove any individual committee member from such committee, and the Board may fill any committee vacancy created by death, resignation, removal or increase in the number of members of any committee. The Board may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of such committee.

(d) Meetings . Unless the Board otherwise provides, regular meetings of the Executive Committee or any other committee designated and appointed pursuant to this Section 19 shall be held at such times and places as are determined by the Board or by any such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings need be given thereafter. Special meetings of any such committee may be held at any place that has been determined from time to time by such committee and may be called by any director who is a member of such committee upon written notice to the members of such committee of the time and place of such special meeting given in the manner provided for the giving of written notice to members of the Board of the time and place of special meetings of the Board. Notice of any special meeting of any committee may be waived in writing at any time before or after the meeting and will be waived by any director by attendance thereat, except when such director attends such special meeting for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because such meeting is not lawfully called or convened. A majority of the authorized number of members of any committee shall constitute a quorum for the transaction of business, and the act of a majority of those present at any meeting at which a quorum is present shall be the act of such committee. Minutes shall be kept of each meeting of each committee.

ARTICLE IV

Officers

Section 1. Officers . The officers of the Corporation shall be a Chairman of the Board (if and when appointed by the Board), a Chief Executive Officer, a President, a Secretary and a Treasurer. The Corporation also may have, in the discretion of the Board, one or more Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and such other officers as may be appointed in accordance with the provisions of Section 3 of this Article IV .

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Section 2. Appointment . The officers of the Corporation, except such officers as may be appointed in accordance with the provisions of Section 3 or Section 5 of this Article IV , shall be appointed annually by the Board, and each such officer shall hold office until such officer resigns or is removed or otherwise is disqualified to serve, or until such officer’s successor is appointed.

Section 3. Subordinate Officers. Etc . The Board may appoint, and may empower the Chief Executive Officer and the President to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board from time to time may determine.

Section 4. Resignation . Any officer may resign at any time by giving written notice to the Board or to the Chief Executive Officer or the President or the Secretary of the Corporation, without prejudice, subject, however, to the rights, if any, of the Corporation under any contract to which such officer is a party. Any such resignation shall take effect on the date of the Corporation’s receipt of such notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 5. Removal . Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or superior officer upon whom such power of removal may have been conferred by the Board (subject, in each case, to the rights, if any, of an officer under any contract of employment with the Corporation).

Section 6. Vacancies . A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.

Section 7. Chairman of the Board . The Board may appoint a Chairman of the Board. If the Board has appointed a Chairman of the Board, then the Chairman of the Board, when present, shall preside at all meetings of the Board and at all meetings of the Stockholders. The Chairman of the Board shall perform other duties commonly incident to his office and also shall perform such other duties and have such other powers as the Board may designate from time to time.

Section 8. Chief Executive Officer . The Chief Executive Officer, subject to the control of the Board and the committees of the Board, is the general manager of the Corporation. The Chief Executive Officer shall have supervising authority over and may exercise general executive power concerning the supervision, direction and control of the business and affairs of the Corporation, with the authority from time to time to delegate to the President and other officers of the Corporation such executive powers and duties as the Chief Executive Officer may deem advisable. In the absence of a Chairman of the Board, the Chief Executive Officer shall preside at all meetings of the Board and at all meetings of the Stockholders.

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Section 9. President . Subject to such supervisory powers, if any, as may be given by the Board to the Chief Executive Officer, the President shall, subject to the control of the Board and the committees of the Board, have general supervision, direction and control of the business and affairs of the Corporation. In the absence of a Chairman of the Board and the Chief Executive Officer, the President shall preside at all meetings of the Board and at all meetings of the Stockholders. The President shall be ex officio a member of all the standing committees, including the Executive Committee, if any, shall have the general powers and duties of management usually vested in the office of President of a corporation and shall have such other powers and duties as may be prescribed by the Board, the committees of the Board or these Bylaws.

Section 10. Vice Presidents . In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board or, if not ranked, the Vice President designated by the Board shall perform all the duties of the President and when so acting shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the Board, the committees of the Board or these Bylaws.

Section 11. Secretary . The Secretary shall record or cause to be recorded, and shall keep or cause to be kept, at the principal executive office and such other place as the Board may order, a book of minutes of actions taken at all meetings of directors and at all meetings of the Stockholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors’ meetings, the number of shares present or represented at the Stockholders’ meetings and the proceedings thereof.

The Secretary shall keep, or cause to be kept, at the principal executive office or at the office of the Corporation’s transfer agent a share register, or a duplicate share register, showing the names of the Stockholders and their addresses, the number and class of shares held by each, the number and date of certificates issued for the same and the number and date of cancellation of every certificate surrendered for cancellation.

The Secretary shall give, or cause to be given, notice of all of the meetings of the Stockholders and of the Board required by these Bylaws or by law to be given, shall keep the seal of the Corporation in safe custody and shall have such other powers and perform such other duties as may be prescribed by the Board or by these Bylaws.

The Secretary shall perform all other duties given to the Secretary in these Bylaws and other duties commonly incident to the Secretary’s office and also shall perform such other duties and have such other powers as the Board may designate from time to time. The President may direct any Assistant Secretary to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each Assistant Secretary shall perform other duties commonly incident to an Assistant Secretary’s office and also shall perform such other duties and have such other powers as the Board or the President shall designate from time to time.

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Section 12. Treasurer . The Treasurer shall be the Chief Financial Officer of the Corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus and shares. At all reasonable times the books of account shall be open to inspection by any director.

The Treasurer shall deposit all monies and other valuables in the name and to the credit of the Corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board, shall render to the President and directors, whenever they request it, an account of all transactions effected by the Treasurer on behalf of the Corporation and of the financial condition of the Corporation and shall have such other powers and perform such other duties as may be prescribed by the Board, the committees of the Board or these Bylaws.

ARTICLE V

Indemnification

Section 1. Right to Indemnification . Each person who was or is a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding” ), by reason of the fact that such person or a person for whom such person is the legal representative is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such Proceeding is alleged action or inaction in an official capacity or in any other capacity while serving as a director or officer of the Corporation or at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent permitted by the laws of the State of Nevada as the same exist or hereafter may be amended (but in the case of such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than such laws permitted the Corporation to provide before such amendment) against and from all costs, charges, expenses, liabilities and losses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid or to be paid in settlement and amounts expended in seeking indemnification granted to such person under applicable law, this Article V or any agreement with the Corporation) reasonably incurred or suffered by such person in connection therewith, and such indemnification shall continue as to a person who has ceased to be a director or officer of the Corporation, or who has ceased to serve at the request of the Corporation as a director, officer, manager or trustee of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, and shall inure to the benefit of such person’s heirs, executors and administrators. The right to indemnification conferred in this Section shall be a contract right and shall include the right to be paid by the Corporation the expenses incurred in defending any Proceeding in advance of its final disposition; provided, however, that, if Nevada Revised Statutes, Chapter 78 so requires, the payment of such expenses incurred by a director or officer in such person’s capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a Proceeding shall be made only upon delivery to the Corporation of an undertaking by or on behalf of such director or officer to repay all amounts so advanced if it ultimately is determined by a court of competent jurisdiction that such director or officer is not entitled to be indemnified under this Section or otherwise. The rights set forth herein shall not be exclusive of other rights to which any director, officer or other person may be entitled as a matter of law. The Corporation may, by action of the Board, provide indemnification to employees and agents of the Corporation, and to persons who are serving or did serve at the request of the Corporation as an employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, with the same scope and effect as provided to the directors and officers of the Corporation pursuant to the foregoing provisions of this Section 1 .

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Section 2. Right of Claimant to Bring Suit . If a claim under Section 1 of this Article V is not paid in full by the Corporation within thirty (30) days after a written claim has been received by the Corporation, then at any time thereafter the claimant may bring suit against the Corporation to recover the unpaid amount of the claim, and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any Proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the Corporation) that a claimant has failed to meet a standard of conduct that makes it permissible under Nevada law for the Corporation to indemnify such claimant for the amount claimed. Neither the failure of the Corporation (including its Board, independent legal counsel or the Stockholders) to have made a determination before the commencement of such action that the indemnification of a claimant is permissible in the circumstances because such person has met such standard of conduct nor any actual determination by the Corporation (including the Board, independent legal counsel or the Stockholders) that the claimant has not met such standard of conduct shall be a defense to such action or create a presumption that such claimant has failed to meet such standard of conduct.

Section 3. Non-Exclusivity of Rights . The right to indemnification and the payment of expenses incurred in defending a Proceeding in advance of its final disposition conferred in this Article V shall not be exclusive of any other right that any person may have or hereafter acquire under any statute, provision of the Articles of Incorporation or these Bylaws, agreement, vote of the Stockholders or disinterested directors or otherwise.

Section 4. Insurance . The Corporation may maintain insurance, at its expense, to protect itself and any current or past director, officer, employee or agent of the Corporation, and/or any current or past director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, against any cost, charge, expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such cost, charge, expense, liability or loss under Nevada law.

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Section 5. Expenses as a Witness . To the extent that any person who is or was a director, officer, employee or agent of the Corporation is by reason of having or having had such position, or that any person who is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise is by reason of having or having had such position, a witness in any action, suit or proceeding, such person shall be indemnified against all costs and expenses actually and reasonably incurred by such person or on such person’s behalf in connection therewith.

Section 6. Indemnity Agreements . From time to time the Corporation may enter into indemnity agreements with the persons who are members of the Board, and with such officers, employees and agents as the Board may designate, such indemnity agreements to provide in substance that the Corporation shall indemnify such persons to the full extent contemplated by this Article V .

Section 7. Severability . If any provision or any portion thereof of this Article V of these Bylaws is invalidated on any ground by any court of competent jurisdiction, then the Corporation nevertheless shall indemnify each person intended to be indemnified under this Article V to the fullest extent not prohibited by any applicable provision or portion thereof of this Article V that has not been so invalidated or by any applicable law.

Section 8. Effect of Amendment . Any amendment, modification or repeal of any provision of this Article V by the Stockholders and/or the directors of the Corporation shall not adversely affect any right or protection of any director, officer, employee or agent of the Corporation, or any person who is or was serving at the request of the Corporation as a director, officer, manager, trustee, employee or agent of another corporation or of a partnership, limited liability company, joint venture, trust or other enterprise, existing at the time of such amendment, modification or repeal.

ARTICLE VI

Miscellaneous

Section 1. Record Date . The Board may fix a time in the future as a record date for the determination of the Stockholders entitled to notice of and to vote at any meeting of the Stockholders or entitled to give consent to Corporate action in writing without a meeting, to receive any report, to receive any dividend or distribution or any allotment of rights or to exercise rights with respect to any change, conversion or exchange of shares. The record date so fixed shall not be more than sixty (60) days before the date of any meeting or before the date of any other event for which the record date is fixed. When a record date for a meeting is so fixed, only Stockholders of record on that date are entitled to notice of and to vote at such meeting, notwithstanding any transfer of shares on the books of the Corporation after such record date, except as otherwise provided in the Articles of Incorporation or in these Bylaws.

Section 2. Dividends . Subject to the provisions of the Articles of Incorporation, dividends on the capital stock of the Corporation may be declared by the Board at any regular or special meeting of the Board, pursuant to law, and may be paid in cash, in property or in shares of capital stock.

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Before the payment of any dividend, the Board may set aside out of any funds of the Corporation available for dividends such sums as the Board from time to time in the Board’s absolute discretion thinks proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation or for such other purpose as the Board determines to be in the best interests of the Corporation, and the Board may modify or abolish any such reserve in the manner in which it was created.

Section 3. Inspection of Corporate Records . The books of account and all financial records of the Corporation and any subsidiary of the Corporation shall be open to inspection upon at least five (5) days’ written demand by any current Stockholder or holder of a voting trust certificate of not less than fifteen percent (15%) of all of the issued and outstanding shares of the Corporation; provided, however , that such inspection may be refused any Stockholder who refuses to furnish the Corporation with an affidavit that such inspection is not desired for any purpose not related to such Stockholder’s interest in the Corporation as a Stockholder. Such inspection by a Stockholder or holder of a voting trust certificate may be made in person or by agent or attorney, and such right of inspection includes the rights to copy and to conduct an audit of such records. All costs of making copies or conducting an audit shall be borne by the person exercising such rights.

A Stockholder who has been a Stockholder of record for at least six (6) months before making such demand or a Stockholder or Stockholders holding at least five (5%) percent in the aggregate of the outstanding shares of the Corporation shall have (in person or by agent or attorney) the right to inspect and copy the record of Stockholders’ names and addresses and stockholdings during usual business hours upon five (5) days’ prior written demand upon the Corporation and to obtain from the transfer agent of the Corporation, upon written demand, a list of the Stockholders’ names and addresses who are entitled to vote for the election of directors, and their stockholdings, as of the most recent record date for which such list of Stockholders has been compiled or as of a date specified by such demanding Stockholder or Stockholders after the date on which such Stockholder or Stockholders make such demand. Such list shall be made available on or before the later of five (5) business days after such demand is received or the date specified therein as the date as of which such list is to be compiled.

Section 4. Checks, Drafts, Etc . All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable by the Corporation shall be signed or endorsed by such person or persons and in such manner as from time to time shall be determined by resolution of the Board.

Section 5. Annual Report to Stockholders . In the discretion of the Board, annual or other periodic reports may be issued to the Stockholders.

Section 6. Contracts, Etc.; How Executed . Except as provided otherwise in these Bylaws, the Board may authorize any officer to enter into any contract or execute any instrument in the name and on behalf of the Corporation, and such authority may be general or confined to specific instances. Unless so authorized by the Board, no officer, agent or employee of the Corporation shall have any power or authority to bind the Corporation by any contract or engagement or to pledge the Corporation’s credit or to render the Corporation liable for any purpose or for any amount.

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Section 7. Certificates for Shares . Every holder of shares in the Corporation shall be entitled to have a certificate signed in the name of the Corporation by the President or Vice President and by the Treasurer or an Assistant Treasurer or the Secretary or any Assistant Secretary of the Corporation, certifying the number of shares and the class or series of shares owned by such Stockholder. Any of the signatures on the certificate may be facsimile, provided that in such event at least one signature, including that of either officer or the Corporation’s registrar or transfer agent, if any, shall be signed manually. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed on a certificate ceases to be such officer, transfer agent or registrar before such certificate is issued, such certificate nevertheless may be issued by the Corporation with the same effect as if such person were an officer, transfer agent or registrar on the date of issuance.

Any such certificate also shall contain such legends or other statements as may be required by applicable federal and state securities laws and by any agreement between the Corporation and the issuee thereof.

Certificates for shares may be issued before full payment under such restrictions and for such purposes as the Board or these Bylaws may provide; provided, however , that any such certificate so issued before full payment shall state on its face the amount remaining unpaid and the terms of payment thereof.

No new certificate for shares shall be issued in lieu of an old certificate unless the latter is surrendered and canceled at the same time; provided, however , that a new certificate shall be issued without the surrender and cancellation of the old certificate if (a) the old certificate is lost, apparently destroyed or wrongfully taken; (b) the request for the issuance of the new certificate is made within a reasonable time after the owner of the old certificate has notice of its loss, destruction or theft; (c) the request for the issuance of a new certificate is made before the receipt of notice by the Corporation that the old certificate has been acquired by a bona fide purchaser; (d) the owner of the old certificate files a sufficient indemnity bond with or provides other adequate security to the Corporation; and (e) the owner of the old certificate satisfies any other reasonable requirement imposed by the Corporation. In the event of the issuance of a new certificate, the rights and liabilities of the Corporation and of the holders of the old and new certificates shall be governed by the provisions of the Uniform Commercial Code of Nevada.

Section 8. Corporate Seal . It shall not be necessary to the validity of any instrument executed by any authorized officer or officers of the Corporation that the execution of such instrument be evidenced by the Corporate seal, and all documents, instruments, contracts and writings of all kinds signed on behalf of the Corporation by any authorized officer or officers of the Corporation shall be as effectual and binding on the Corporation without the Corporate seal as if the execution of the same had been evidenced by affixing the Corporate seal thereto. The Board may give general authority to any officer to affix the seal of the Corporation and to attest to such affixing by signature.

Section 9. Representation of Shares of Stock or Other Securities of Other Corporations and Entities . The Chief Executive Officer, the President or any Vice President of the Corporation are authorized to vote, represent and exercise on behalf of the Corporation all rights incident to all shares of stock or other securities of other corporations and entities standing in the name of the Corporation. The authority herein granted to the officers of the Corporation to vote or represent on behalf of the Corporation all shares of stock or other securities held by the Corporation in other corporations and entities may be exercised either by such officers in person or by any other person authorized to do so by proxy or power of attorney duly executed by such officers.

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Section 10. Inspection of Bylaws . The Corporation shall keep in its principal executive office in Nevada, or, if its principal executive office is not in Nevada, then at its registered office in Nevada (or otherwise provide upon the Corporation’s receipt of a written request for the same from any Stockholder), the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the Stockholders at all reasonable times during office hours.

Section 11. Construction and Definitions . Unless the context otherwise requires, the general provisions, rules of construction and definitions contained in Nevada Revised Statutes, Chapter 78 shall govern the construction of these Bylaws.

ARTICLE VII

Board of Advisors

The Board, in its discretion, may establish a Board of Advisors consisting of individuals who may or may not be Stockholders or directors of the Corporation. The purpose of the Board of Advisors would be to advise the directors and officers of the Corporation with respect to such matters as such directors and officers shall choose and any and all other matters that the members of such Board of Advisors deem appropriate in furtherance of the best interests of the Corporation. The Board of Advisors shall meet on such basis as the members thereof may determine. The Board may eliminate the Board of Advisors at any time. No member of the Board of Advisors, nor the Board of Advisors itself, shall have any authority within the Corporation or any decision-making power and shall be merely advisory in nature. Unless the Board determines another method of appointment, the President shall recommend to the Board possible members of the Board of Advisors, and the Board shall approve or reject such appointments.

ARTICLE VIII

Amendments

Section 1. Power of Stockholders . New Bylaws may be adopted or these Bylaws may be amended or repealed by the affirmative vote of a majority of the outstanding shares entitled to vote or by the written consent of Stockholders entitled to vote such shares, except as otherwise provided by law or by the Articles of Incorporation.

Section 2. Power of Directors . Subject to the right of Stockholders as provided in Section 1 of this Article VIII to adopt, amend or repeal Bylaws, Bylaws may be adopted, amended or repealed by the Board.

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CERTIFICATE OF SECRETARY

I, the undersigned, hereby certify:

1. That I am the duly elected and acting Secretary of Odyssey Group International, Inc., a Nevada corporation (the “Corporation” ); and

2. That the foregoing Bylaws, comprising twenty-three (23) pages, constitute the Bylaws of the Corporation as duly adopted by the directors of the Corporation by unanimous written consent effective as of March __, 2014.

IN WITNESS WHEREOF , I have hereunto subscribed my name and affixed the seal of the Corporation on March __, 2014.

	/s/ James Short
	James Short

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Exhibit 5.1

LEGAL OPINION

December 5, 2014

Odyssey Group International, Inc.

4262 Blue Diamond Road, Suite 102-281

Las Vegas, Nevada 89139

Ladies and Gentlemen:

With respect to the Registration Statement on Form S-1 (file No. 333-______) (the “Registration Statement”) being filed with the Securities and Exchange Commission by Odyssey Group International, Inc., a Nevada corporation (the “Company”) under the Securities Act of 1933, as amended, relating to the sale of up to 14,750,000 shares of Common Stock of the Company, $.001 par value (the “Common Stock”), by the selling stockholders named in the Registration Statement (the “Selling Stockholders”), we advise you as follows:

We are counsel for the Company and have participated in the preparation of the Registration Statement. We have reviewed the Company’s Articles of Incorporation, as amended to date, the corporate action taken to date in connection with the Registration Statement and the issuance of the shares and such other documents and authorities as we deem relevant for the purpose of this opinion.

Based upon the foregoing and in reliance thereon, we are of the opinion that, upon compliance with the Securities Act of 1933, as amended, and with the securities or “blue sky” laws of the states in which the shares are to be offered for sale, the 14750,000 shares of Common Stock registered for resale by the Selling Stockholders have been validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Experts” in the prospectus included in the Registration Statement.


	Very truly yours,
	/s/ Wilson & Oskam, LLP

	WILSON & OSKAM, LLP

Exhibit 10.3

DISTRIBUTION AGREEMENT

THIS DISTRIBUTION AGREEMENT (this “Agreement” ) is effective as of August 1, 2014 by and between ODYSSEY GROUP INTERNATIONAL, INC., a Nevada corporation ( “OGI” ), and WELL-MED GLOBAL LLC, a California limited liability company ( “Distributor” ).

The parties hereto hereby agree as follows:

1. Distribution .

1.1 (a) Subject to the terms and conditions hereinafter set forth, OGI hereby appoints Distributor as OGI’s exclusive distributor to market, sell and distribute OGI’s products specified in Schedule A hereto (the “Products” ) in the territory specified in Schedule A hereto (the “Territory” ). OGI and Distributor agree that, from time to time during the Term, Products may be discontinued by OGI and shall be removed from Schedule A hereto and that new Products may, with the consent of Distributor, be added to Schedule A hereto and subjected to the terms of this Agreement. Distributor agrees that any and all Products so removed from Schedule A hereto shall not be sold in the Territory during the Term. OGI agrees to make available to Distributor any updated, improved or enhanced Product that replaces a discontinued Product.

(b) Subject to the terms and conditions hereof, OGI hereby grants to Distributor, for the Term and throughout the Territory, the non-exclusive right to use all trademarks, trade names, service marks, service names, logos and other similar proprietary rights owned, controlled or licensed by OGI (collectively, the “OGI Trademarks and Proprietary Rights” ), solely in connection with the distribution of the Products pursuant to this Agreement.

(c) OGI reserves to itself and shall retain all right, title and interest in and to the Products and to any and all modifications, enhancements and upgrades to any of the Products. Unless otherwise prohibited by law, Distributor shall not at any time challenge the validity of OGI’s rights in and title to the Products or the OGI Trademarks and Proprietary Rights.

(d) Distributor shall have no rights to duplicate, translate, decompile, reverse engineer or adapt the Products without OGI’s prior written consent, nor shall Distributor attempt to develop any product that contains the “look and feel” of any of the Products.

1.2 Distributor may select subdistributors for the Products within the Territory, provided that such subdistributors agree in writing to all of the restrictions on Distributor contained herein, and each such subdistributor receives the prior written approval of OGI.

1.3 OGI shall forward to Distributor all inquiries regarding the purchase of Products from interested parties located within the Territory.

1.4 OGI shall not knowingly sell Products to parties outside the Territory who OGI knows intend to subsequently ship Products to parties within the Territory. For purposes of the foregoing sentence, OGI shall not be deemed to know that a party outside the Territory intends to ship Products to parties within the Territory unless such party has communicated such intention to OGI.

2. Term .

2.1 The term of this Agreement shall be for a period of two (2) years from the date hereof (the “Term” ), unless this Agreement is terminated sooner under the provisions of Section 10.1 .

3. Purchase Price and Terms .

3.1 All orders for the Products placed by Distributor shall be subject to acceptance by OGI. OGI shall accept or reject an order within forty eight (48) hours of receipt. OGI shall sell to Distributor in accordance with the terms of all orders accepted by OGI. OGI agrees to ship the order within the time period specified in the order unless OGI otherwise advises Distributor at the time of acceptance of the order.

3.2 The price of the Products to Distributor during the first year of this Agreement will be determined based on market prices. Thereafter, the price of any Product may be changed, in OGI’s sole discretion, upon thirty (30) days’ notice to Distributor. Upon receipt of such notice of price increase, Distributor shall have the option to terminate this Agreement pursuant to Section 10.1 .

3.3 The terms under which OGI will ship Products to Distributor are F.O.B., OGI’s warehouse. Distributor shall pay all freight and insurance charges.

3.4 Distributor shall pay for all Products ordered within fifteen (15) days from invoice date. All payments not made when due shall be subject to a late payment fee of five percent (5%) per month of the delinquent amount. The currency of account for all transactions hereunder shall be U.S. Dollars. Any and all calculations and payments hereunder shall be made in U.S. Dollars.

3.5 Distributor shall purchase the minimum number of units of each Product set forth on Schedule A hereto during each year of the Term hereof (the “Minimum Purchase Requirements” ). If Distributor fails to make such purchases, OGI shall have the option to terminate this Agreement pursuant to Section 10.1 .

3.6 Upon receipt of the Products, Distributor will, within seventy-two (72) hours, inspect the Products and accept delivery of the Products. Distributor will not be able to return unsold products to OGI after the shipments of Products are accepted.

3.7 Distributor shall not sell or export the Products outside the Territory.

3.8 Distributor shall be responsible for any and all taxes in connection with the sale of Products.

4. OGI’s Representations and Warranties . OGI represents and warrants to Distributor as follows:

4.1 OGI has the full right and authority to enter into this Agreement and to fully perform all of OGI’s obligations hereunder.

4.2 OGI owns or has the right to license the rights necessary to distribute the Products as contemplated by this Agreement and, to OGI’s knowledge, the Products do not infringe upon any copyright, patent, trademark or other proprietary right of any third party.

5. Covenants of OGI .

5.1 OGI at its expense shall use its best efforts to register and maintain any and all patent and trademark rights relating to the Products within the Territory and shall promptly, upon receipt of notice of any potential infringement, at its own expense, exercise its common law and statutory rights against any infringement thereof.

5.2 OGI shall supply Distributor, at a reasonable cost to the Distributor, with reasonable quantities of all promotional materials prepared by OGI for the Products. Preparation and distribution of OGI’s promotional materials are subject to OGI’s review and approval. Distributor agrees not to use OGI’s trademarks, tradenames and other intellectual property in connection with the sale of the Products without OGI’s express consent.

6. Distributor’s Representations and Warranties . Distributor represents and warrants to OGI as follows:

6.1 Distributor has the full right and authority to enter into this Agreement and to fully perform all of Distributor’s obligations hereunder.

7. Covenants of Distributor .

7.1 Distributor hereby accepts the grant of rights set forth in Section 1 and agrees to use its best efforts to sell and promote the Products throughout the Territory.

7.2 Distributor shall notify OGI if Distributor learns that any other person, firm, corporation, limited liability company or other entity or association is using a copyright, trade name, trademark, patent or design that is substantially or confusingly similar to those owned by or used pursuant to the authority of OGI.

7.3 Distributor shall not sell Products to any party outside of the Territory or to any party seeking to purchase Products with the intent of reselling them outside of the Territory or under another brand name or trademark or trade name. Distributor shall forward to OGI all inquiries regarding the purchase of Products from interested parties outside of the Territory.

8. Product Warranties and Liability .

8.1 OGI is providing to Distributor only the warranty included with each Product. Upon receipt by OGI from Distributor of a Product subject to a warranty claim during the warranty period, OGI shall, in OGI’s sole discretion, repair or replace the returned Product. Distributor shall pay the freight and insurance costs of returning such Product to OGI. OGI’s liability for any warranty claim is limited to the replacement without charge of any Product that proves to be defective during the warranty period. This warranty applies only to errors or defects relating to the proper functioning of a Product and that have not been caused by improper use, abuse or negligence by Distributor or any third party.

8.2 THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSES. UNDER NO CIRCUMSTANCES SHALL OGI BE LIABLE FOR DAMAGES, DIRECT OR INDIRECT, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, SUFFERED BY DISTRIBUTOR, ANY SUBDISTRIBUTOR OR ANY OTHER THIRD PARTY ARISING FROM BREACH OF WARRANTY OR BREACH OF CONTRACT, NEGLIGENCE OR ANY OTHER LEGAL GROUND OF ACTION.

9. Confidentiality . Each party hereto acknowledges and agrees that certain information that such party may receive about the business, finances and operations of the other party hereto shall be Confidential Information of the other party. All such information shall be designated as “Confidential Information.” Each party agrees, both during and after the Term, (a) to use the Confidential Information of the other party only in connection with its rights and obligations under this Agreement, (b) not to, directly or indirectly, reproduce such Confidential Information or distribute or disclose such Confidential Information, (c) to hold in confidence all Confidential Information of the other party and (d) to use all reasonable efforts to prevent the unauthorized copying, use or disclosure of the other party’s Confidential Information. Without limiting the generality of the foregoing, neither party hereto, without the prior written consent of the other party hereto, will, and each party hereto shall direct its representatives not to, directly or indirectly, make any comment, statement or communication to any other person or entity, with respect to, or otherwise disclose or permit the disclosure of any of the terms, conditions or other aspects of the transactions contemplated by this Agreement to any other person, firm, corporation, limited liability company or other entity or association; provided, however, that each party hereto shall be permitted to make such disclosures to the public or to governmental agencies as its legal counsel deems necessary to maintain compliance with and to prevent violations of applicable laws; provided further, however, that such party first must notify the other party in writing and furnish to such party a copy of any such proposed disclosure.

10. Termination .

10.1 This Agreement may be terminated before the end of the Term (a) by either party hereto in the case of a material breach by the other party hereto that is not fully cured within the notice period specified below; (b) by either party hereto if any proceeding in bankruptcy, a reorganization or the appointment of a receiver or trustee or any other proceeding under any law for the relief of debtors is instituted by or against the other party hereto; (c) by Distributor pursuant to Section 3.2 ; (d) by OGI pursuant to Section 3.5 if Distributor fails to satisfy the Minimum Purchase Requirements.; or (e) by OGI if a “change in control” of Distributor occurs. Any termination of this Agreement pursuant to this Section 2.2 shall be effective only after thirty (30) days’ notice of such termination has been given to the other party, except in the case of termination under clause (b) above, which termination shall be automatic.

10.2 Either party hereto may terminate this Agreement for any reason at any time after the first anniversary date of this Agreement upon fifteen (15) days’ written notice to the other party hereto.

10.3 If OGI terminates this Agreement for any reason, Distributor shall immediately cease distribution of the Products.

11. Indemnities .

11.1 OGI’s Indemnity . OGI shall defend, indemnify and hold Distributor harmless from and against any and all claims arising out of a breach of OGI’s covenants, representations or warranties herein. If OGI fails to promptly defend any such claim, Distributor may defend against such claim with counsel of Distributor’s own choice and at the expense of OGI. The indemnification obligation hereunder shall apply to Distributor, its officers, directors, stockholders, managers, members, employees, partners, agents, successors, assigns, parents, subsidiaries and affiliated companies, and their respective officers, stockholders, employees, partners and agents, and shall cover any and all claims, costs, lawsuits, liabilities or losses (including reasonable attorneys’ fees and all related costs).

11.2 Distributor’s Indemnity . Distributor shall defend, indemnify and hold OGI harmless from and against any and all claims arising out of (a) a breach of Distributor’s covenants, representations or warranties herein or (b) the distribution of Products by Distributor. If Distributor fails to promptly defend any such claim, OGI may defend against such claim with counsel of OGI’s own choice and at the expense of Distributor. The indemnification obligation hereunder shall apply to OGI, its officers, directors, stockholders, managers, members, employees, partners, agents, successors, assigns, parents, subsidiaries and affiliated companies, and their respective officers, stockholders, employees, partners and agents, and shall cover any and all claims, costs, lawsuits, liabilities or losses (including reasonable attorneys’ fees and all related costs).

12. Alternative Dispute Resolution .

12.1 Resolution of Disputes and Differences . Any dispute or difference between the parties to this Agreement (such parties, individually, a “Disputing Party,” and, together, collectively, the “Disputing Parties” ) arising out of this Agreement or the transactions contemplated hereby, which the parties are unable to resolve themselves, shall be submitted to and resolved by arbitration as herein provided. Any Disputing Party may request the American Arbitration Association ( “AAA” ) to designate one (1) arbitrator (the “Arbitrator” ), (a) who shall be qualified as an arbitrator under the standards of AAA, (b) who shall have been a retired judge or justice of a state or federal trial or appellate court sitting in the State of Nevada, and (c) who is, in any such case, not affiliated with any party in interest to such arbitration.

12.2 Arbitration . The Arbitrator shall consider the dispute at issue in Clark County, Nevada, at a mutually agreed upon time within ninety (90) days (or such other period as may be acceptable to the Disputing Parties or as directed by the Arbitrator) of the designation of the Arbitrator. The arbitration shall be administered by AAA pursuant to its arbitration rules and procedures and shall include an opportunity for the parties to conduct discovery in advance of the proceeding using all of the authorized methods of discovery allowed by the Federal Rules of Civil Procedure in effect on the date of the initial request by the Disputing Party. Notwithstanding the foregoing, the Disputing Parties shall agree that they will attempt, and they intend that they and the Arbitrator should use their best efforts in such attempt, to conclude the arbitration proceeding and have a final decision from the Arbitrator within ninety (90) days from the date of the selection of the Arbitrator; provided, however, that the Arbitrator shall be entitled to extend such ninety (90) day period for a total of two (2) ninety (90) day periods. The Arbitrator shall be bound to follow the laws of the State of Nevada, both decisional and statutory, in reaching any decision and making any award and shall deliver a written award, including written findings of fact and conclusions of law, with respect to the dispute to each of the parties, who shall promptly act in accordance therewith. Each Disputing Party to such arbitration agrees that any award of the Arbitrator shall be final, conclusive and binding and that such Disputing Party shall not contest any action by any other party thereto in accordance with an award of the Arbitrator; provided, however, that any party may appeal based on statutory grounds. Judgment on the award may be entered in any court having jurisdiction.

12.3 Equitable Relief . Notwithstanding anything in this Section 12 to the contrary, the parties hereto shall have the right to seek temporary restraining orders, preliminary injunctions and similar provisional, equitable relief in a court of competent jurisdiction in the event of a material breach of any of the terms of this Agreement, provided that the party seeking such relief has determined in good faith that the exigencies of such breach require such immediate relief.

12.4 Costs . All costs and expenses attributable to the Arbitrator shall be allocated among the parties to the arbitration in such manner as the Arbitrator shall determine to be appropriate under the circumstances.

13. Miscellaneous .

13.1 Force Majeure . Neither OGI nor Distributor shall be liable for the failure of either of them to comply with any of the terms of this Agreement if such failure is caused, in whole or in substantial part, by fire, strike, war, riots, insurrection, governmental restriction or other causes beyond its control and without its fault.

13.2 Independent Contractor . Distributor is an independent contractor and not an agent, representative or partner of OGI. OGI shall not be liable for any debt, act, obligation or other liability or tort of Distributor or Distributor’s agents or employees.

13.3 Governing Law and Venue . This Agreement shall be governed by and enforced pursuant to the laws of the State of Nevada without regard to conflict of laws principles. Except as otherwise provided in this Agreement, all actions or proceedings, at law or in equity, to enforce or interpret the provisions of this Agreement shall be litigated in courts having situs within Clark County, Nevada.

13.4 Severability . If any part of this Agreement, for any reason, is declared invalid, then such decision shall not affect the validity of any remaining portion of this Agreement, which remaining portion shall remain in complete force and effect as if this Agreement had been executed with the invalid portion thereof eliminated. The intention of the parties hereto is that the parties hereto would have executed the remaining portion of this Agreement without including any such part that, for any reason, may be invalid hereafter.

13.5 Cumulative Remedies . Each and all of the rights and remedies provided for herein shall be cumulative, and not one of them shall be exclusive of the others or of any right or remedy allowed at law or in equity.

13.6 Waiver . No consent or waiver, express or implied, by any party to or of any breach or default by any other party in the performance by the other party of its obligations hereunder shall be deemed or construed to be a consent to or waiver of any other breach or default in the performance by such other party of the same or any other obligations of such party hereunder. No waiver or indulgence by either of the parties of any failure by the other party to keep or perform any obligation, covenant, or condition herein shall be a waiver of any preceding or succeeding breach of the same or any other obligation, covenant or condition.

13.7 Notice . All notices, approvals, requests or demands ( “Notices” ) that any party is required or may desire to give to the other hereunder shall be in writing, unless otherwise specified, and shall be addressed to the address provided for herein. All Notices shall be given in one of the following ways: (a) by delivery to the address set forth below for such party; (b) by mail, registered or certified (return receipt requested), postage prepaid; (c) by FedEx or similar service; or (d) by transmittal by any electronic means, whether now known or hereafter developed, including but not limited to telex, telecopier or laser transmissions, able to be received by the party intended to receive notice. Each Notice shall, except as herein expressly provided, be conclusively deemed to be effective when received. The addresses of the parties shall be those of which the other party actually receives written Notice and until further notice are:

To OGI:

Odyssey Group International, Inc.

4262 Blue Diamond Road, Suite 102-281

Las Vegas, NV 89139

Attention: President

Fax No.:

Email:

To Distributor:

Well-Med Global LLC

2 Park Plaza, Suite 1200

Irvine, CA 92614

Fax No.:

Attention: President

Email:

Either party may from time to time send to the other party written notice of change of address.

13.8 Assignment; Delegation . Neither party hereto may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party hereto.

13.9 Parties in Interest . Nothing in this Agreement, whether express or implied, is intended to confer any right or remedy under or by reason of this Agreement on any person other than the parties to this Agreement and their respective successors and permitted assigns, nor is anything in this Agreement intended to relieve or discharge the obligation or liability of any third person to any party to this Agreement, nor shall any provision of this Agreement give any third person any right of subrogation over or action against any party to this Agreement.

13.10 Attorneys’ Fees . In the event that any dispute between or among any of the parties hereto should result in litigation or arbitration, the prevailing party in such dispute shall be entitled to recover from the other party or parties all reasonable fees, costs and expenses of enforcing any right of the prevailing party, including reasonable attorneys’ fees and expenses, all of which shall be deemed to have accrued upon the commencement of such action and shall be paid whether or not such action is prosecuted to judgment. Any judgment or order entered in such action shall contain a specific provision providing for the recovery of attorneys’ fees and costs incurred in enforcing such judgment and an award of prejudgment interest from the date of the breach at the maximum rate of interest allowed by law. For the purposes of this Section, (a) “attorneys’ fees” shall include fees incurred in the following: (i) post-judgment motions, (ii) contempt proceedings, (iii) garnishment, levy and debtor and third-party examinations, (iv) discovery and (v) bankruptcy litigation; and (ii) “prevailing party” shall mean the party who is determined in the proceeding to have prevailed or who prevails by dismissal, default or otherwise.

13.11 Amendment . This Agreement may be amended only by the written agreement of the parties hereto.

13.12 Headings . The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

13.13 Rules of Construction . Neither this Agreement nor any uncertainty or ambiguity herein will be construed against any party hereto. The parties hereto hereby expressly waive the application of any law, regulation, holding or ruling of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document. All references in this Agreement to “Section” or “Sections” refer to the corresponding Section or Sections of this Agreement. Unless otherwise expressly provided in this Agreement, the word “including” wherever it appears in this Agreement does not and shall not limit the words or terms preceding such word.

13.14 Counterparts . This Agreement may be executed in counterparts, each of which shall be deemed an original instrument, but all of which together shall constitute one instrument.

13.15 Facsimile or Other Electronic Transmission . The confirmed facsimile or other electronic transmission (including email) by one party hereto of a signed copy of the signature page of this Agreement to the other party hereto or to such party’s agent shall constitute the delivery of this Agreement.

13.16 Entire Agreement . This Agreement supersedes all other agreements, either oral or in writing, between the parties hereto regarding the subject matter of this Agreement and specifies all of the covenants and agreements between the parties with respect thereto. Each party hereto hereby acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party hereto, or anyone acting on behalf of any party hereto, which are not specified in this Agreement, and any other agreement, statement or promise regarding the subject matter specified in this Agreement shall be of no force or effect except for subsequent modifications in writing, signed by the party to be charged.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective as of the date first written above.

“OGI”:

ODYSSEY GROUP INTERNATIONAL, INC.,

a Nevada corporation

By: _________________________

Name: Steve Miller,

Title: President

“Distributor”:

WELL-MED GLOBAL LLC

a California limited liability company

By: __________________________

Name: _______________________

Title: ________________________

[SIGNATURE PAGE TO DISTRIBUTION AGREEMENT]

SCHEDULE A

I. “PRODUCTS” : stemFit Active™

II. “MINIMUM PURCHASE REQUIREMENTS” : $50,004.00 per year

III. “TERRITORY” : The United States of America and its territories.

Exhibit 14.1

Odyssey Group International, Inc.

CODE OF ETHICS

Introduction

This Code of Ethics applies to the employees, officers and directors of Odyssey Group International, Inc. and its subsidiaries (referred to herein together collectively as the “Company” ). It covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide all employees of the Company. It is intended to promote honest and ethical conduct at all levels of the Company. All of our employees must conduct themselves accordingly and seek to avoid even the appearance of improper behavior. This Code of Ethics also should be provided to and followed by the Company’s agents and representatives, including consultants. This Code of Ethics may be referred to herein from time to time as simply this “Code” .

If a law conflicts with a policy in this Code, then you must comply with the law. However, if a local custom or policy conflicts with this Code, then you must comply with this Code. All variances between local customs or policies and this Code should be brought to the attention of management or our Board of Directors. If you have any question about these conflicts, then you should ask your supervisor how to handle the situation.

Those who violate the standards in this Code will be subject to disciplinary action. If you are in a situation that you believe may violate or lead to a violation of this Code, then follow the guidelines described in Section 14 of this Code.

COMPLIANCE WITH LAW

Compliance with Laws, Rules and Regulations

Obeying the law, both in letter and in spirit, is the foundation on which this Company’s ethical standards are built. All employees must respect and obey the laws of the cities, states and countries in which we operate. Although not all employees are expected to know the details of these laws, it is important to know enough to determine when to seek advice from supervisors, managers or other appropriate personnel.

Discrimination and Harassment

The diversity of the Company’s employees is a tremendous asset. We are firmly committed to providing equal opportunity in all aspects of employment and will not tolerate any illegal discrimination or harassment of any kind. Examples include derogatory comments based on racial or ethnic characteristics, religion or sexual orientation and unwelcome sexual advances.

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Health and Safety

The Company strives to provide each employee with a safe and healthful work environment. Each employee has responsibility for maintaining a safe and healthy workplace for all employees by following safety and health rules and practices and reporting accidents, injuries and unsafe equipment, practices or conditions.

Violence and threatening behavior are not permitted. Employees should report to work in condition to perform their duties, free from the influence of illegal drugs or alcohol. The use of illegal drugs or alcohol in the workplace will not be tolerated.

FAIR AND HONEST DEALINGS WITH THE COMPANY

Conflicts of Interest

A “conflict of interest” exists when a person’s private interest interferes in any way with the interests of the Company. A conflict situation can arise when an employee, officer or director takes actions or has interests that may make it difficult to perform his or her Company work objectively and effectively. Conflicts of interest also may arise when an employee, officer or director, or any member of his or her family, receives improper personal benefits as a result of his or her position in the Company. Loans to, or guarantees of obligations of, employees and their family members may create conflicts of interest.

It is almost always a conflict of interest for a Company employee to work simultaneously for a competitor, customer or supplier. You are not allowed to work for a competitor as a consultant or a board member. The best policy is to avoid any direct or indirect business connection with our customers, suppliers or competitors, except on our behalf.

Conflicts of interest are prohibited as a matter of Company policy, except under guidelines approved by our Board of Directors. Conflicts of interest may not always be clear-cut, so, if you have a question, you should consult with senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel. Any employee, officer or director who becomes aware of a conflict or potential conflict should bring it to the attention of a supervisor, manager or other appropriate personnel or consult the procedures described in Section 14 of this Code.

Corporate Opportunities

Employees, officers and directors are prohibited from taking for themselves personally opportunities that are discovered through the use of corporate property, information or position, without the consent of our Board of Directors. No employee may use corporate property, information or position for improper personal gain, and no employee may compete with the Company directly or indirectly. Employees, officers and directors owe a duty to the Company to advance its legitimate interests when the opportunity to do so arises.

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Protection and Proper Use of Company Assets

All employees should endeavor to protect the Company’s assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company’s profitability. Any suspected incident of fraud or theft should be immediately reported for investigation. Company equipment should not be used for non-Company business, although incidental personal use may be permitted.

The obligation of employees to protect the Company’s assets extends to its proprietary information. Proprietary information includes intellectual property such as customer data or information, trade secrets, patents, trademarks and copyrights, as well as business, marketing and service plans, engineering and manufacturing ideas, designs, databases, records, salary information and unpublished financial data and reports. Unauthorized use or distribution of this information would violate Company policy. It also could be illegal and result in civil or even criminal penalties.

FAIR AND HONEST DEALINGS WITH COMPETITORS AND OTHERS

Competition and Fair Dealing

We seek to outperform our competition fairly and honestly. We seek competitive advantages through superior performance but never through unethical or illegal business practices. Stealing proprietary information, possessing trade secret information that was obtained without the owner’s consent or inducing such disclosures by past or present employees of other companies is prohibited. Each employee should endeavor to respect the rights of and deal fairly with the Company’s customers, suppliers, competitors and employees. No employee should take unfair advantage of anyone through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other intentional unfair-dealing practice.

To maintain the Company’s valuable reputation, compliance with our quality processes and safety requirements is essential. In the context of ethics, quality requires that our products and services reflect our ethical obligations. All operations must be conducted in accordance with all applicable regulations. Compliance with all regulations and laws of governing or regulatory agencies should be given priority over the opportunity to profit or gain competitive advantage.

The purpose of business entertainment and gifts in a commercial setting is to create good will and sound working relationships but not to gain unfair advantage with suppliers and customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee, family member of an employee or agent unless it: (a) is not a cash gift, (b) is consistent with customary business practices, (c) is not excessive in value ( i.e., it has a value of $50 or less), (d) cannot be construed as a bribe or payoff and (e) does not violate any law or regulation. Please discuss with your supervisor any gift or proposed gift that you are not certain is appropriate.

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8. Payments to Government Personnel

The U.S. Foreign Corrupt Practices Act prohibits giving anything of value, directly or indirectly, to officials of foreign governments or foreign political candidates in order to obtain or retain business. It is strictly prohibited to make illegal payments to government officials of any country.

In addition, the U.S. government has a number of laws and regulations regarding business gratuities that may be accepted by U.S. government personnel. The promise, offer or delivery to an official or employee of the U.S. government of a gift, favor or other gratuity in violation of these rules would not only violate Company policy but also could be a criminal offense. State and local governments, as well as foreign governments, may have similar rules. The Company’s senior management or outside legal counsel can provide guidance to you in this area.

Confidentiality

Employees must maintain the confidentiality of confidential information entrusted to them by the Company or its suppliers and customers, except when disclosure is explicitly authorized or required by laws or regulations or approved by senior management. Confidential information includes all non-public information that might be of use to competitors, or harmful to the Company or its customers, if disclosed. It also includes information that suppliers and customers have entrusted to us. The obligation to preserve confidential information continues even after employment ends.

FAIR AND HONEST DISCLOSURE TO THE PUBLIC

10.

Insider Trading

Employees who have access to confidential information are not permitted to use or share that information for stock trading purposes or for any other purpose except the conduct of the Company’s business. All non-public information about the Company should be considered confidential information. To use non-public information for personal financial benefit or to “tip” others who might make an investment decision to buy or sell Odyssey Group International, Inc. stock on the basis of such information is not only unethical but also illegal and subject to possible civil and criminal penalties. If you have any question concerning this, please consult senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel.

11.

Record Keeping

The Company requires honest and accurate recording and reporting of information in order to make responsible business decisions. For example, only the true and actual number of hours worked should be reported. Many employees regularly use business expense accounts, which must be documented and recorded accurately. If you are not sure whether a certain expense is legitimate, ask your supervisor or the Human Resources Department.

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All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, must appropriately reflect the Company’s transactions and must conform both to applicable legal requirements and to the Company’s system of internal controls. Unrecorded or “off the books” funds or assets should not be maintained.

Business records and communications often become public, and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that can be misunderstood. This applies equally to email, internal memoranda and formal reports. Records always should be retained or destroyed according to the Company’s record retention policies. In accordance with those policies, in the event of litigation or governmental investigation, please consult senior management or, if you are a director or other member of senior management, the Company’s outside legal counsel.

The Company has adopted specific procedures regarding the receipt, retention and treatment of complaints and concerns regarding accounting, internal accounting controls and auditing matters and the confidential submission by employees of concerns regarding questionable accounting or auditing matters. These procedures are set forth in Exhibit A .

12.

Principal Executive, Financial and Accounting Officers

This Code of Ethics is intended and designed to promote full, fair, accurate, timely and understandable disclosure in the Company’s SEC filings and other public communications. The Company’s Principal Executive, Financial and Accounting Officers (consisting of the Chief Executive Officer and the Chief Financial Officer) hold an especially important and elevated role in corporate governance. They are vested with both the responsibility and authority to protect, balance and preserve the interests of all of the Company’s stakeholders, including stockholders, clients, employees, suppliers and citizens of the communities in which business is conducted. The Principal Executive, Financial and Accounting Officers fulfill this responsibility by prescribing and enforcing the policies and procedures employed in the operation of the Company’s financial organization and by demonstrating the following:

The Principal Executive, Financial and Accounting Officers will exhibit and promote the highest standards of honest and ethical conduct through the establishment and operation of policies that:

Encourage professional integrity in all aspects of the financial organization by eliminating inhibitions and barriers to responsible behavior, such as coercion, fear of reprisal or alienation from the financial organization or the enterprise itself.

Prohibit and eliminate the occurrence of conflicts between what is in the best interests of the enterprise and what could result in material personal gain for a member of the financial organization, including the Principal Executive, Financial and Accounting Officers.

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Provide a mechanism for members of the finance organization to inform senior management of deviations in practice from policies and procedures governing honest and ethical behavior.

The Principal Executive, Financial and Accounting Officers will establish and manage the enterprise transaction and reporting systems and procedures to ensure that:

Business transactions are properly authorized and completely and accurately recorded on the Company’s books and records in accordance with Generally Accepted Accounting Principles (GAAP) and established Company financial policy.

The retention or proper disposal of Company records is in accordance with applicable legal and regulatory requirements.

Periodic financial communications and reports are delivered in a manner that facilitates a high degree of clarity of content and meaning so that readers and users can determine their significance and consequence.

PROCEDURES FOR COMPLIANCE WITH THIS CODE OF ETHICS

13.

Compliance Procedures

We all must work to ensure prompt and consistent action against violations of this Code. However, in some situations it is difficult to know right from wrong. Since we cannot anticipate every situation that will arise, it is important that we have a way to approach a new question or problem. These are the steps to keep in mind:

Make sure you have all the facts. In order to reach the right solutions, we must be as fully informed as possible.

Ask yourself: What specifically am I being asked to do? Does it seem unethical or improper? This will enable you to focus on the specific question you are faced with and the alternatives you have. Use your judgment and common sense. If something seems unethical or improper, then it probably is.

Clarify your responsibility and role. In most situations, there is shared responsibility. Are your colleagues informed? It may help to get others involved and to discuss the problem.

Discuss the problem with your supervisor. This is the basic guidance for all situations. In many cases, your supervisor will be more knowledgeable about the question and will appreciate being brought into the decision-making process. Remember that it is your supervisor’s responsibility to help solve problems.

Seek help from Company resources. In the rare case where it may not be appropriate to discuss an issue with your supervisor or where you do not feel comfortable approaching your supervisor with your question, discuss it with senior management or the Chief Executive Officer or the President or, if you are a director or other member of senior management, the Company’s outside legal counsel. If you prefer to write, address your concerns to Odyssey Group International, Inc., Attn: President, 4262 Blue Diamond Road, Suite 201-281, Las Vegas, NV 89139.

You may report ethical violations in confidence and without fear of retaliation. If your situation requires that your identity be kept secret, then your anonymity will be protected. The Company does not permit retaliation of any kind against employees for good faith reports of ethical violations.

Always ask first and act later. If you are unsure of what to do in any situation, then seek guidance before you act .

14.

Reporting Illegal or Unethical Behavior or Violations of this Code

Employees are encouraged to talk to supervisors, managers or other appropriate personnel about any observed illegal or unethical behavior or any violation of this Code of Ethics and otherwise when in doubt about the best course of action in a particular situation. It is the policy of the Company not to allow retaliation for reports of misconduct by others made in good faith by employees. Employees are expected to cooperate in internal investigations of misconduct.

15.

Waivers of this Code of Ethics

Any waiver of this Code for executive officers, directors, employees or consultants may be made only by our Board of Directors and will be promptly disclosed if and as required by law or stock exchange regulation.

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EXHIBIT A

PROCEDURES REGARDING COMPLAINTS ABOUT ACCOUNTING, INTERNAL ACCOUNTING CONTROLS AND AUDITING MATTERS AND THE ANONYMOUS SUBMISSION OF CONCERNS REGARDING QUESTIONABLE ACCOUNTING OR AUDITING MATTERS.

A. Receipt, Retention and Treatment of Complaints .

Receipt.

Any employee who either has a reportable matter or receives a complaint, whether from another employee or any other person, regarding accounting, internal accounting controls or auditing matters (a “Complaint” ) shall promptly advise the Chief Executive Officer or any member of the Audit Committee (or, if no Audit Committee has been established, any member of the Board of Directors) of the receipt and substance of the Complaint.

Promptly after the Chief Executive Officer is advised of such a Complaint, the Chief Executive Officer shall inform the Chairperson of the Audit Committee (or Board of Directors) of the substance of the Complaint and forward to the Chairperson copies of any written or other documentation received in connection with the Complaint. Notwithstanding the requirement to inform the Chairperson, however, the Chief Executive Officer may elect not to so inform the Audit Committee (or Board of Directors) if the Chief Executive Officer determines that the Complaint is frivolous or without merit.

Retention.

The Audit Committee (or Board of Directors) shall retain all writings and other documentation received in connection with a Complaint in a secure area for at least five (5) years from the date of receipt.

Treatment.

The Audit Committee (or Board of Directors) shall include the matters raised by the Complaint on the agenda for discussion at its next meeting following the date on which the Chairperson of the Audit Committee (or Board of Directors) receives notification of the Complaint from the Chief Executive Officer. If the Chairperson determines, in the Chairperson’s reasonable judgment, that the matters raised in the Complaint should be addressed before the next regularly scheduled meeting of the Audit Committee (or Board of Directors), then the Chairperson shall call a special meeting of the Audit Committee (or Board of Directors) to be held at a sooner time.

A- 1

The Audit Committee (or Board of Directors) may invite the Chief Executive Officer and any other employee, as well as representatives of the Company’s independent auditors and of the Company’s outside legal counsel, to attend all or a portion of the meeting at which a discussion of the Complaint is scheduled. In addition, the Audit Committee (or Board of Directors) may engage independent counsel and other advisors, as it may deem necessary, in evaluating and responding to the Complaint. At the meeting, the Audit Committee (or Board of Directors) shall discuss and evaluate the merits of the Complaint and authorize such responses and follow-up actions, if any, as it deems necessary and appropriate to address the substance of the Complaint.

B. Employee Submissions .

Employees who have any concern regarding questionable accounting or auditing matters should contact any member of the Audit Committee (or Board of Directors).

An employee who desires to raise concerns anonymously may do so by submitting his or her concerns in writing to any member of the Audit Committee (or Board of Directors). Even if an employee submits concerns other than anonymously, the Audit Committee (or Board of Directors) will endeavor to protect the privacy and confidentiality of that employee to the extent possible. In any event, employees will not be subject to reprisal or public embarrassment for making good faith reports of concerns.

All concerns regarding questionable accounting or auditing matters will be treated in the same manner as Complaints received under Section A above (concerning receipt, retention and treatment of Complaints).

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A- 2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation in this Registration Statement on Form S-1 of our report dated December 4, 2014 on our audit of the financial statements of Odyssey Group International, Inc. as of July 31, 2014, and for the period from inception, March 19, 2014, through July 31, 2014,

We also consent to the reference to us under the heading “Experts” in this Registration Statement.

/s/ Piercy Bowler Taylor & Kern

Certified Public Accountants

Salt Lake City, Utah

December 4, 2014