What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-12 compared with 2020-01-27 · 416 added, 207 removed, 202 unchanged (76% of the section changed)

42 unchanged sentences

processes, management has determined that material weaknesses existed as of October 31, 2020.

The weaknesses and the related risks are no

The weaknesses and the related risks are not

uncommon in a company of our size because of the limitations in the size and number of our staff.

22 unchanged sentences

There have been no changes in our internal

control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have

occurred during the fourth quarter ended October 31, 2019 that have materially affected, or are reasonably likely to materially

affect, our internal control over financial reporting.

control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) that have occurred

during the fourth quarter ended October 31, 2020 that have materially affected, or are reasonably likely to materially affect,

our internal control over financial reporting.

Other Information.

Directors, Executive

Officers and Corporate Governance.

Directors, Executive Officers and

Corporate Governance.

Each of our directors holds office until the

next annual meeting of our stockholders or until his successor has been elected and qualified, or until his death, resignation,

Our executive officers are appointed by our board of directors and hold office until their death, resignation, or removal

Our executive officers are appointed by our Board and hold office until their death, resignation, or removal from office.

Our current executive officers and directors

8 unchanged sentences

other directorships:

Nirajkumar Patel, Chief Executive Officer,

Chief Financial Officer, President, Treasurer, and a Director

Nirajkumar Patel, age 35, attended

AISSMS College of Pharmacy in Pune, India and received a Bachelor of Science Degree in Pharmacy in 2004.

After moving to the United

States in 2005, Mr.

Patel became a United States citizen in 2008 and obtained a Master’s Degree in Chemistry from the Florida

Institute of Technology in 2009.

Patel is an IASSC Certified Lean Six Sigma Black Belt professional, which certification he

obtained in 2010, and is a prominent local businessman in Brevard County, Florida.

Patel, Chief Executive Officer, Chief Financial Officer, President, Treasurer, and a Director

Nirajkumar Patel, age 38, attended AISSMS College of Pharmacy in Pune, India and received a Bachelor of Science Degree in Pharmacy

After moving to the United States in 2005, Mr.

Patel became a United States citizen in 2008 and obtained a Master’s

Degree in Chemistry from the Florida Institute of Technology in 2009.

Patel is a prominent local businessman in Brevard County,

In 2017 and 2018, Mr.

Patel served as Vice President

for the Board of the Indian Association of the Space Coast, located in Brevard County, Florida.

Patel founded, and has served

as a Board member of, the Florida Independent Liquor Stores Owners Association since 2017.

Patel launched Just Chill

Products LLC, a highly successful developer/manufacturer of high-end CBD products, and has served as its Chief Executive Officer

and Chief Science Officer since 2017.

Patel created Relax Lab Inc., a producer/manufacturer of a CBD relaxation beverage,

and currently serves as its Chief Executive Officer and Chief Science Officer.

Patel also created RLX Lab LLC, a producer/manufacturer

of a non-CBD relaxation beverage, and currently serves as its Chief Executive Officer and Chief Science Officer.

also founded KC Innovations Lab Inc., a CBD white-label manufacturing service and developer/producer of best-selling white-label

CBD products including cosmetics, edibles, beverages, topicals, and vape oils, and currently serves as its Chief Executive Officer

and Chief Science Officer.

Patel served as Vice President for the Board of the Indian Association of the Space Coast, located

in Brevard County, Florida.

Patel founded, and has served as a Board member of, the Florida Independent Liquor Stores Owners

Association since 2017.

Patel launched Just Chill Products LLC, a highly successful developer/manufacturer of high-end

CBD products, and has served as its Chief Executive Officer and Chief Science Officer since 2017.

Patel created Relax

Lab Inc., a producer/manufacturer of a CBD relaxation beverage, and currently serves as its Chief Executive Officer and Chief Science

Patel also created RLX Lab LLC, a producer/manufacturer of a non-CBD relaxation beverage, and currently serves

as its Chief Executive Officer and Chief Science Officer.

Patel also founded KC Innovations Lab Inc., a CBD white-label

manufacturing service and developer/producer of best-selling white-label CBD products including cosmetics, edibles, beverages,

topicals, and vape oils, and currently serves as its Chief Executive Officer and Chief Science Officer.

Additional companies that

are owned by Nirajkumar Patel, the Chief Executive Officer and Chief Financial Officer of the Company, and/or his wife include

Beach Food Store created in 2004, Diya Food Store created in 2010, Cloud Nine 2012 created in 2012, and JC Products of USA, LLC

created in 2013.

We believe that Mr.

Patel is qualified to serve on our board of directors because of his prior and current

management experience, as well as his business experience with our intended market.

Eric Mosser, Chief Operating Officer, Secretary, and a Director

Eric Mosser, age 41, attended Arizona

State University and studied Business Management and then graduated from Rio Salado College with an Associate’s Degree in

Applied Science in Computer Technology in 2004.

With extensive previous corporate work history in Information Technology, Mr.

Mosser recently worked from 2012 to 2014 as Director of Information Technology at Timbercon Inc., a fiber-optic design company

and ITAR manufacturing facility in Oregon.

Mosser created Lasermycig LLC, a specialized custom laser-engraving service

for electronic cigarettes and vaporizers and currently serves as its Chief Executive Officer.

Patel is qualified to serve on our Board because of his prior and current management experience,

as well as his business experience with our intended market.

Chief Operating Officer, Secretary, and a Director

Eric Mosser, age

42, attended Arizona State University and studied Business Management and then graduated from Rio Salado College with an

Associate’s Degree in Applied Science in Computer Technology in 2004.

With extensive previous corporate work history in

Information Technology, Mr.

Mosser worked from 2012 to 2014 as Director of Information Technology at Timbercon Inc., a

fiber-optic design company and ITAR manufacturing facility in Oregon.

Mosser created Lasermycig LLC, a

specialized custom laser-engraving service for electronic cigarettes and vaporizers and served as its Chief Executive Officer

Upon meeting Mr.

Nirajkumar Patel

Mosser immediately founded Chillcorp Ltd., a full-service corporation dedicated solely to the complete internal and

external operations of Just Chill Products LLC, Relax Lab Inc., RLX Lab LLC, and KC Innovations Lab Inc., and currently serves

as its Chief Executive Officer.

Nirajkumar Patel in 2015, Mr.

Mosser immediately founded Chillcorp Ltd., a full-service

corporation dedicated solely to the complete internal and external operations of Just Chill Products LLC, Relax Lab Inc., RLX

Lab LLC, and KC Innovations Lab Inc., and served as its Chief Executive Officer until 2020.

We believe that Mr.

Mosser is qualified to serve on our board of directors because of his current

management and business experience.

qualified to serve on our Board because of his current management and business experience.

Committees of the Board

We currently do not have nominating, compensation, or audit committees,

or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee charter.

board of directors believe that it is not necessary to have such committees given our current size and the limited scope of our

Currently, our entire board of directors is performing the functions of such committees.

In lieu of an Audit Committee, our board of

directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the

scope, results, and effectiveness of the annual audit of our financial statements and other services provided by our independent

registered public accounting firm.

Our board of directors, our Chief Executive Officer, and our Chief Financial Officer review

our internal accounting controls, practices, and policies.

We currently do not have nominating, compensation,

or audit committees, or committees performing similar functions, nor do we have a written nominating, compensation, or audit committee

Currently, our entire Board is performing the functions of such committees.

In lieu of an Audit Committee, our Board is

responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results,

and effectiveness of the annual audit of our financial statements and other services provided by our independent registered public

accounting firm.

Our Board, our Chief Executive Officer, and our Chief Financial Officer review our internal accounting controls,

practices, and policies.

Audit Committee Financial Expert

Our board of directors has determined that we do not have a board member that qualifies as an “audit committee financial

expert”

Our Board has determined that we do not have

a board member that qualifies as an “audit committee financial expert”

as defined in Item 407(d)(5) of Regulation S-K

We believe that given our current size and the limited scope

of our business, retaining an independent director who would qualify as an audit committee financial expert would be overly

costly and burdensome.

We will consider establishing an Audit Committee, and identifying an individual to serve as an independent

director and as the audit committee financial expert when so required.

We intend to establish an Audit Committee in the future, and identify an individual to serve as an independent director and as

the audit committee financial expert.

Involvement in Certain Legal Proceedings

18 unchanged sentences

We have not adopted a formal Code of Ethics.

We only have two employees whom consist of our officers.

In the event we commence operations, or the number of employees, number

of officers, and/or number of directors increase in the future, we may take actions to adopt a formal Code of Ethics.

We have a limited number of employees at this time.

We intend to adopt a formal Code of Ethics in the future.

Nomination of Directors

As of January 27, 2020, we had not effected

any material changes to the procedures by which our stockholders may recommend nominees to our board of directors.

We do not have

any defined policy or procedural requirements for stockholders to submit recommendations or nominations for directors.

of directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance

until our business operations develop to a more advanced level.

We do not currently have any specific or minimum criteria for the

election of nominees to our board of directors and we do not have any specific process or procedure for evaluating such nominees.

Our board of directors will assess all candidates, whether submitted by management or stockholders, and make recommendations for

election or appointment.

As of February 11, 2021, we had not effected

any material changes to the procedures by which our stockholders may recommend nominees to our Board.

We do not have any defined

policy or procedural requirements for stockholders to submit recommendations or nominations for directors.

Our Board believes that,

given the stage of our development, a specific nominating policy would be premature and of little assistance until our business

operations develop to a more advanced level.

We do not currently have any specific or minimum criteria for the election of nominees

to our Board and we do not have any specific process or procedure for evaluating such nominees.

Our Board will assess all candidates,

whether submitted by management or stockholders, and make recommendations for election or appointment.

A stockholder who wishes to communicate with

our board of directors may do so by directing a written request addressed to the Company with the address appearing on the first

page of this Report.

our Board may do so by directing a written request addressed to the Company with the address appearing on the first page of this

Delinquent Section 16(a) Reports

6 unchanged sentences

Based solely on a review of the copies of such

forms that were received by the Company, the Company is not aware of any failures to file reports or report transactions in a timely

manner during the year ended October 31, 2019 and the period from September 4, 2018 (inception) to October 31, 2018.

forms that were received by the Company, except for following, the Company is not aware of any failures to file reports or report

transactions in a timely manner during the year ended October 31, 2020:

(i) a Form 4 for Mr.

Mosser to report 4 transactions;

a Form 4 for Mr.

Mosser to report 3 transactions;

(iii) a Form 4 for Mr.

Patel to report 4 transactions;

and (iv) a Form 4 for

Patel to report 3 transactions.

Family Relationships

5 unchanged sentences

The table below summarizes all compensation

awarded to, earned by, or paid to our named executive officers, which is defined as follows:

(i) all individuals serving as our

principal executive officer during the year ended October 31, 2019;

(ii) each of our two most highly compensated executive officers

who were serving as executive officers at the end of the year ended October 31, 2019;

and (iii) up to two additional individuals

for whom disclosure would have been required but for the fact that the individual was not serving as an executive officer as of

the end of the year ended October 31, 2019.

awarded to, earned by, or paid to our named executive officers, which is defined herein as (i) all individuals serving or having

served as our principal executive officer or officers during the year ended October 31, 2020 and (ii) our other most highly compensated

executive officer who was serving as an executive officer at the end of the year ended October 31, 2020.

principal position

1 unchanged sentence

Incentive Plan

Paul Moody, Former President, CEO, CFO, and Director

Nirajkumar Patel, President, CEO, CFO, Treasurer, and Director

Eric Mosser, COO, Secretary, and Director

(1) Did not serve as an executive officer during fiscal 2018.

(1) Reflects the fair value of stock awards

during the years in accordance with FASB ASC 718, Compensation –

Stock Compensation, using actual forfeitures that were immaterial.

For valuation assumptions, refer to Note 2, “

Share-based Compensation ,”

to the audited consolidated financial

statements for the year ended October 31, 2020.

Narrative Discussion of Summary Compensation Table of Named Executive

The following is a narrative discussion of

the material information that we believe is necessary to understand disclosed in the foregoing Summary Compensation Table.

following narrative disclosure is separated into sections, with a separate section for each of our named executive officers.

With respect to fiscal year 2019, we did not

pay our named executive officers any compensation.

On May 28, 2020, our Board approved an annual

base salary equal to $144,000 for our Chief Executive Officer and an annual base salary equal to $120,000 for our Chief Operating

On January 21, 2021, our Board approved an increase in annual base salaries equal to $180,000 for our Chief Executive

Officer and $144,000 for our Chief Operating Officer.

The annual base salaries will be reviewed by our Board on an annual basis

Nirajkumar Patel

During the fiscal year ended October 31, 2020,

we paid a base salary of approximately $92,000 to Nirajkumar Patel, our Chief Executive Officer and Chief Financial Officer.

May 2020, our Board approved a cash bonus award to Mr.

Patel equal to $30,000 for every $25 million in gross revenues generated

On the same date, our Board also approved an equity bonus award to Mr.

Patel of 90,000 restricted shares of our common stock

for every $50 million in accumulated gross revenues generated by us.

Based on the cash bonus award, we paid Mr.

Patel a cash bonus

of $60,000 based on our meeting the gross revenue benchmarks.

We issued the following stock-based compensation

Patel during fiscal year 2020:

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

We also paid approximately $48,700 in non-equity

incentive plan compensation, which consisted of cash paid in lieu of a vested RSU issuance.

The aggregate value is based on the

value on the vesting date for the shares that would have been issued.

During the fiscal year ended October 31, 2020,

we paid a base salary of approximately $80,000 to Eric Mosser, our Chief Operating Officer.

In May 2020, our Board approved a cash

bonus award to Mr.

Mosser equal to $20,000 for every $25 million in gross revenues generated by us.

On the same date, our Board

also approved an equity bonus award to Mr.

Mosser of 75,000 restricted shares of our common stock for every $50 million in accumulated

gross revenues generated by us.

Based on the cash bonus award, we paid Mr.

Mosser a cash bonus of $40,000 based on our gross revenue

We issued the following stock-based compensation

Mosser during fiscal year 2020:

Number of Shares of our Common Stock

Price Per Share

Aggregate Value

We also paid approximately $87,800 in non-equity

incentive plan compensation, which consisted of cash paid in lieu of vested a RSU issuance.

The aggregate value is based on the

value on the vesting date for the shares that would have been issued.

Outstanding Equity Awards at Fiscal Year-End

We had no outstanding equity awards at the year ended October 31,

Number of Shares or Units of Stock that Have

Market Value of Shares or Units of Stock

that Have Not Vested

Nirajkumar Patel

8,550,000 (1)

6,550,000 (2)

(1) Includes 6,000,000 RSUs that only vest in the event of a change of

control (as such term is defined in the Stock and Incentive Compensation Plan (the “Incentive Plan”)) or we achieve

in excess of $1 billion in accumulated total gross revenues during the period beginning on March 9, 2020 (the day we commended

business operations) and ending on October 31, 2023 (the end of our fiscal year 2023).

The remaining RSUs vest over a period of

three years, beginning in May 2020, with a portion vesting every three months.

(2) Includes 4,000,000 RSUs that only vest in the event of a change of

control (as such term is defined in the Incentive Plan) or we achieve in excess of $1 billion in accumulated total gross revenues

during the period beginning on March 9, 2020 (the day we commended business operations) and ending on October 31, 2023 (the end

of our fiscal year 2023).

The remaining RSUs vest over a period of three years, beginning in May 2020, with a portion vesting every

three months.

Potential Payments Upon Termination or Change-of-Control

None of our named executive officers are entitled

to any payments upon termination or change-of-control.

Other than the RSUs mentioned above in “Outstanding

Equity Awards at Fiscal Year-End”, none of our named executive officers are entitled to any payments upon termination or

change-of-control.

Retirement or Similar Benefit Plans

There are no arrangements or plans in which

we provide retirement or similar benefits for our directors or executive officers.

we provide retirement or similar benefits for our named executive officers.

Employment Agreements

We have no employment agreements with any of our named executive

Compensation of Directors

We did not pay any of our directors any compensation

during the fiscal year ended October 31, 2019, whether in their capacity as a named executive officer or as a director.

Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of January 27, 2020, the number of shares of common stock owned of record and beneficially by (i) each of our current directors, (ii) each

of our named executive officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known by us to

be the beneficial owner of more than 5% of our outstanding common stock.

Beneficial ownership has been determined in accordance

with the rules and regulations of the SEC and includes voting or investment power with respect to shares.

Unless otherwise indicated,

the persons named in the table have sole voting and investment power with respect to the number of shares indicated as beneficial

owned by them.

We do not have

formal written employment agreements with any of our named executive officers.

Director Compensation

During fiscal year 2020, our sole directors, Mr.

Patel and Mr.

were also our named executive officers.

They did not receive any compensation in their capacities as directors.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

Securities Authorized for Issuance

Under Equity Compensation Plans

A summary of our securities authorized for

issuance under equity compensation plans as of October 31, 2020 is as follows:

Plan Category

Number of Securities to be Issued Upon Exercise of

Outstanding Options, Warrants and Rights

Weighted Average Exercise Price of Outstanding Options, Warrants

Number of Securities Remaining Available for Future Issuance

Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Plans Not Approved by Stockholders

On May 28, 2020, our Board adopted the Incentive

The following is a summary of the principal features of the Incentive Plan.

The summary of the Incentive Plan does not purport

to be complete and is qualified in its entirety by reference to the full text of the Incentive Plan.

The purpose of the Incentive

Plan is to enhance stockholder value by linking the compensation of our employees, officers, directors, and consultants to increases

in the price of our common stock and the achievement of other performance objectives and to encourage ownership in the Company

by key personnel whose long-term employment is considered essential to our continued progress and success.

The Incentive Plan is

also intended to assist us in recruiting new employees and to motivate, retain, and encourage such employees and directors to act

in stockholders’

interest and share in our success.

The various types of incentive awards that may be provided under the

Incentive Plan are intended to enable us to respond to changes in compensation practices, tax laws, accounting regulations, and

the size and diversity of its business.

We will not offer incentive stock options under the Incentive Plan.

All of our employees,

officers, directors, and consultants will be eligible to be granted awards under the Incentive Plan.

The Incentive Plan will be administered by

All awards made under the Incentive Plan will be subject to the recommendations and approvals of our Board.

Stock Subject to the Incentive Plan .

Subject to the terms of the Incentive Plan, the maximum aggregate number of shares of our common stock that may be subject to or

delivered under awards granted pursuant to the Incentive Plan is 100,000,000 shares.

Shares subject to awards that have been canceled,

expired, settled in cash, or not issued or forfeited for any reason (in whole or in part) will not reduce the aggregate number

of shares that may be subject to or delivered under awards granted under the Incentive Plan and be available for future awards

granted under the Incentive Plan.

Eligibility .

We may grant awards under

the Incentive Plan to employees, officers, directors, and consultants.

Types of Awards .

The Incentive Plan

provides for options not qualifying as “incentive”

stock options, as defined in Section 422 of the Internal Revenue

Code of 1986, as amended, stock appreciation rights, shares of restricted stock, and other stock-based awards.

Award Limitation .

Non-employee directors

may not be granted awards in excess of the 200,000 shares of our common stock in any calendar year.

Term and Amendments .

Unless terminated

by our Board, the Incentive Plan will continue to remain effective until no further awards may be granted and all awards granted

under the Incentive Plan are no longer outstanding.

Our Board may at any time, and from time to time, amend the Incentive Plan;

provided, that no amendment will be made that would impair the rights of a holder under any agreement entered into pursuant to

the Incentive Plan without the holder’s consent.

Security Ownership of Certain Beneficial

Owners and Management

The following table sets forth, as of

February 11, 2021, the number of shares of common stock owned of record and beneficially by (i) each of our current

directors, (ii) each of our named executive officers, (iii) our directors and executive officers as a group, and (iv) each

stockholder known by us to be the beneficial owner of more than 5% of our outstanding common stock.

Beneficial ownership has

been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect

Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to

the number of shares indicated as beneficial owned by them.

Name and Address

1 unchanged sentence

Beneficial Ownership (Common Stock) (1)

Paul Moody (2)

780 Reservoir Avenue, #123

Cranston, RI 02910

Nirajkumar Patel (2)

6 unchanged sentences

204,300,000 (3)

Executive Officers and Directors (Including Former) as a Group (3 Persons)

Current Executive Officers and Directors as a Group (2 Persons)

Kaival Holdings, LLC (formerly

4 unchanged sentences

(1) Applicable percentage of ownership

is based on 572,364,574 shares of common stock outstanding as of January 27, 2020.

is based on 279,171,677 shares of common stock outstanding as of February 11, 2021.

Beneficial ownership is determined in accordance

1 unchanged sentence

Shares of common stock

that are currently exercisable within 60 days of January 27, 2020 are deemed to be beneficially owned by the person holding such

that are currently exercisable within 60 days of February 11, 2021 are deemed to be beneficially owned by the person holding such

securities for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the

purpose of computing the percentage ownership of any person.

(2) Paul Moody formerly served as Chief

Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and the sole director of the Company.

He is included

above as a result of qualifying as one of our named executive officers for the year ended October 31, 2019.

(3) Nirajkumar Patel serves as Chief Executive

Officer, Chief Financial Officer, President, Treasurer and a director of the Company.

(4) Consists of 504,000,000 shares of our common

stock held by KH, an entity over which Mr.

(2) Nirajkumar Patel serves as our Chief

Executive Officer, Chief Financial Officer, President, Treasurer and a director.

Consists of 204,000,000 shares of our common stock

held by KH, an entity over which Mr.

Patel has shared dispositive and voting authority.

(5) Eric Mosser serves as Chief Operating

(3) Eric Mosser serves as our Chief Operating

Officer, Secretary, and a director of the Company.

(6) Consists of 504,000,000 shares of our common

Consists of 204,000,000 shares of our common stock held by KH, an entity over

Mosser has shared dispositive and voting authority.

(4) Nirajkumar Patel and Eric Mosser are the

sole voting members of KH.

Preferred Stock

The following table sets forth, as of February

11, 2021, the number of shares of our Series A Preferred Stock owned of record and beneficially by (i) each of our current directors,

(ii) each of our named executive officers, (iii) our directors and executive officers as a group, and (iv) each stockholder known

by us to be the beneficial owner of more than 5% of our outstanding shares of Series A Preferred Stock.

Beneficial ownership has

been determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to

Unless otherwise indicated, the persons named in the table have sole voting and investment power with respect to the number

of shares indicated as beneficial owned by them.

Name and Address

Amount and Nature of

Beneficial Ownership (Series A Preferred

Nirajkumar Patel (2)

Wickham Road, Suite 130

Melbourne, FL 32935

Eric Mosser (3)

Wickham Road, Suite 130

Melbourne, FL 32935

3,000,000 (3)

Current Executive Officers and Directors as a Group (2 Persons)

Kaival Holdings, LLC (formerly

known as Kaival Brands Innovations Group, LLC) (4)

Wickham Road, Suite 130

Melbourne, FL 32935

_________________________________________

(1) Applicable percentage of ownership

is based on 3,000,000 shares of Series A Preferred Stock outstanding as of February 11, 2021.

Beneficial ownership is determined

in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Series A Preferred Stock that are currently exercisable within 60 days of February 11, 2021 are deemed to be beneficially owned

by the person holding such securities for the purpose of computing the percentage of ownership of such person, but are not treated

as outstanding for the purpose of computing the percentage ownership of any person.

(2) Nirajkumar Patel serves as our Chief

Executive Officer, Chief Financial Officer, President, Treasurer and a director.

Consists of 3,000,000 shares of our Series A Preferred

Stock held by KH, an entity over which Mr.

Patel has shared dispositive and voting authority.

(3) Eric Mosser serves as our Chief Operating

Officer, Secretary, and a director of the Company.

Consists of 3,000,000 shares of our Series A Preferred Stock held by KH, an

entity over which Mr.

Mosser has shared dispositive and voting authority.

(4) Nirajkumar Patel and Eric Mosser are the

sole members of KH.

We have no shares of preferred stock issued and outstanding as of

the date of this Report.

Changes in Control

We do not know of any arrangements that may,

at a subsequent date, result in a change in control.

Relationships and Related Transactions.

Related Party Transactions

Other than the transactions described below,

since September 4, 2018, the date of our incorporation, there has not been, nor is there currently proposed, any transaction or

series of similar transactions to which we were or will be a party:

In which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end;

In which any director, executive officer, stockholders who beneficially own more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest.

Office Space and Equipment

We utilize the home office space and equipment of our management

Jeffrey DeNunzio and GMRZ

On October 19, 2018, we issued 500,000,000

shares of restricted common stock and 400,000 shares of Convertible Series B preferred stock to GMRZ for services rendered to us.

DeNunzio is the sole member of GMRZ.

Indirectly, through Mr.

DeNunzio’s ownership in GMRZ, Mr.

DeNunzio was considered

a promoter of the Company until February 20, 2019, the date GMRZ sold its ownership interest in the Company to KH.

Nirajkumar Patel, Eric Mosser, and KH

On February 6, 2019, we entered into the Agreement

by and among GMRZ, KH, and us, pursuant to which, on February 20, 2019, GMRZ sold 504,000,000 shares of the Company’s restricted

common stock, representing approximately 88.06 percent of the Company’s issued and outstanding shares of common stock, to

KH, and KH paid GMRZ the Purchase Price.

The consummation of the transactions contemplated by the Agreement resulted in a change

in control of the Company, with KH becoming the Company’s largest controlling stockholder.

The sole members of KH are Nirajkumar

Patel and Eric Mosser, our current executive officers and directors.

Additional Transactions

The Company’s Chief Executive Officer,

Nirajkumar Patel, paid expenses on behalf of the Company totaling $6,000 during the year ended October 31, 2019, which is considered

a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital.

The Company’s Chief Operating Officer,

Eric Mosser, paid expenses on behalf of the Company totaling $13,628 during the year ended October 31, 2019, which is considered

a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital.

The Company’s former officer and director,

Paul Moody, paid expenses on behalf of the Company totaling $7,335 during the year ended October 31, 2019, which is considered

a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital.

The Company’s former officer and director,

Paul Moody, paid expenses on behalf of the Company totaling $1,376 during the year ended October 31, 2018, which is considered

a contribution to the Company with no expectation of repayment and is recorded as additional paid-in capital.

sole voting members of KH.

Certain Relationships and Related

Transactions.

Revenue and Accounts Receivable

During the year ended October 31, 2020, we

generated sales of $233,955 from seven companies owned by Nirajkumar Patel, our Chief Executive Officer and Chief Financial Officer,

and/or his wife.

As of October 31, 2020, the Company has accounts receivable from two related parties that are owned by Mr.

and/or his wife in the amount of $15,360.

Purchases and Accounts Payable

the year ended October 31, 2020, we purchased $53,981,351 of

products from and sold $64,976,676 of

goods to retail and non-retail customers.

As of October 31, 2020, we had accounts payable to Bidi of $1,409,461.

Bidi is owned and controlled by Nirajkumar Patel, our

Chief Executive Officer and Chief Financial Officer.

Contributed Capital

Our Chief Executive Officer and Chief Financial

Nirajkumar Patel, paid expenses on our behalf totaling $16,257 during the year ended October 31, 2020, which

is considered a contribution to us with no expectation of repayment and is recorded as additional paid-in capital.

Our Chief Operating Officer, Mr.

paid expenses on our behalf totaling $10,900 during the year ended October 31, 2020, which

is considered a contribution to us with no expectation of repayment and is recorded as additional paid-in capital.

Concentration of Purchases and Accounts

the year ended October 31, 2020, 100% of our inventory, primarily consisting of the “Bidi Stick”, were purchased from

Bidi, a related party, in the amount of $53,981,351 It also accounted for 100% of the total accounts payable as of October 31,

Common Shares Issued

During the year ended October 31, 2020, we

withheld 226,000 shares of common stock with a value of $223,762 to satisfy tax obligations due upon issuances of shares to our

On August 1, 2020, we began leasing office

space consisting of 1,595 square feet as its main corporate office in Grant, Florida for $1,000 per month.

The five-year lease

agreement is with related party, Just Pick.

Nirajkumar Patel, our Chief Executive Officer and Chief Financial Officer, is also

an officer of Just Pick.

Review, Approval, and Ratification of Transactions with Related

9 unchanged sentences

nor have we adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation system, though our current directors would not be deemed to be “independent”

under any applicable definition given that they are officers of the Company;

Established any committees of our board of directors.

Principal Accounting

Fees and Services.

Below is the aggregate amount of fees billed for professional services rendered by our principal accountants with respect

to the year ended October 31, 2019, and for the period from September 4, 2018 (inception) to October 31, 2018.

and review fees

MaloneBailey, LLP

Audit-related

under any applicable definition given that they are our officers;

Established any committees of our Board.

Principal Accounting Fees and Services.

Below is the aggregate amount of fees billed

for professional services rendered by MaloneBailey, LLP, our principal accountants with respect to our fiscal year ended October

31, 2020 and October 31, 2019.

Audit and review fees

Audit-related fees

All other fees

Pre-Approval Policies and Procedures

1 unchanged sentence

Audit Committee.

Instead, our entire board of directors performs those functions.

Accordingly, our board of directors was response

for pre-approving all services provided by our independent registered public accounting firm.

The above fees were reviewed and

approved by our board of directors before the services were rendered.

Exhibits, Financial

Statement Schedules.

Instead, our entire Board performs those functions.

Accordingly, our Board was responsible for pre-approving all

services provided by our independent registered public accounting firm.

The above fees were reviewed and approved by our Board.

Exhibits, Financial Statement Schedules.

(a) Financial Statements

2 unchanged sentences

All financial statement schedules

are omitted because they are not applicable, not material or the required information is shown in the financial statements or

notes thereto.

are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes

(b) Exhibits required by Item 601 of Regulation

Exhibit Number

Certificate of Incorporation, which was filed as Exhibit 3.1 to our Registration Statement on Form 10-12G filed with the Securities

2 unchanged sentences

on February 19, 2019, and is incorporated herein by reference thereto.

Certificate of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on June 20, 2019, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated herein by reference thereto.

Certificate of Correction, as filed with the Secretary of State of the State of Delaware on July 15, 2019, which was filed as Exhibit 3.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated herein by reference thereto.

of Ownership and Merger, as filed with the Secretary of State of the State of Delaware on June 20, 2019, which was filed as

Exhibit 3.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated

herein by reference thereto.

of Correction, as filed with the Secretary of State of the State of Delaware on July 15, 2019, which was filed as Exhibit

3.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on July 15, 2019, and is incorporated

herein by reference thereto.

of Designation of the Preferences, Rights, and Limitations of the Series A Preferred Stock, as filed with the Secretary of

State of the State of Delaware on August 19, 2020, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed

with the Securities and Exchange Commission on August 21, 2020, and is incorporated herein by reference thereto.

Description of Securities.*

Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Bidi Vapor LLC, dated March 9, 2020, which

was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on March 9,

2020, and is incorporated herein by reference thereto.

Agreement by and between Kaival Brands Innovations Group, Inc.

and QuikfillRx LLC, dated March 31, 2020, which was filed as

Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2020, and is

incorporated herein by reference thereto.

Amendment to Service Agreement by and between Kaival Brands Innovations Group, Inc.

and QuikfillRx LLC, dated June 2, 2020,

which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on

June 3, 2020, and is incorporated herein by reference thereto.

Non-Exclusive

Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Favs Business, LLC, dated April 3, 2020,

which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on April

6, 2020, and is incorporated herein by reference thereto.

Non-Exclusive

Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Colonial Wholesale Distributing Inc.,

dated April 11, 2020, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange

Commission on April 13, 2020, and is incorporated herein by reference thereto.

and Restated Exclusive Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Bidi Vapor LLC, dated

May 21, 2020, which was filed as Exhibit 10.5 to our Form 10-Q filed with the Securities and Exchange Commission on May 27,

2020, and is incorporated herein by reference thereto.

Amended and Restated Non-Exclusive Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Favs Business, LLC, dated May 21, 2020, which was filed as Exhibit 10.6 to our Form 10-Q filed with the Securities and Exchange Commission on May 27, 2020, and is incorporated herein by reference thereto.

Amended and Restated Non-Exclusive Sub-Distribution Agreement by and between Kaival Brands Innovations Group, Inc.

and Colonial Wholesale Distributing Inc., dated May 25, 2020, which was filed as Exhibit 10.7 to our Form 10-Q filed with the Securities and Exchange Commission on May 27, 2020, and is incorporated herein by reference thereto.

Cancellation and Exchange Agreement, by and between the Company and Kaival Holdings, LLC, dated August 19, 2020, which was

filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on August 21, 2020,

and is incorporated herein by reference thereto.

2020 Stock and Incentive Compensation Plan, which was filed as Exhibit 10.2 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.

Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc.

and Nirajkumar Patel, which was filed as Exhibit 10.3 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.

Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc.

and Eric Mosser, which was filed as Exhibit 10.4 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.

Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc.

and Nirajkumar Patel, which was filed as Exhibit 10.5 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.

Form of Restricted Stock Unit Agreement by and between Kaival Brands Innovations Group, Inc.

and Eric Mosser, which was filed as Exhibit 10.6 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on June 3, 2020, and is incorporated herein by reference thereto.

Lease Agreement by and between Kaival Brands Innovations Group, Inc., and Just Pick, LLC, dated July 15, 2020,

which was filed as Exhibit 10.14 to our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on September

14, 2020, and is incorporated herein by reference thereto.

Patent Contribution Agreement, by and between Kaival Brands Innovations Group, Inc., and Next Generation Labs, LLC dated September 28, 2020, which was filed as Exhibit 10.1 to our Current Report on Form 8-K filed with the Securities and Exchange Commission on September 28, 2020, and is incorporated herein by reference thereto.

Subsidiaries*

Certification of Chief Executive Officer

and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Chief Executive Officer and Chief Financial

Officer pursuant to 18 U.S.C.

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934*

Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C.

Section 1350 of Chapter 63 of Title 18 of the United States Code*

XBRL Instance Document*

XBRL Taxonomy Extension Schema Document*

XBRL Taxonomy Extension Calculation Linkbase Document*

XBRL Taxonomy Extension Definition Linkbase Document*

XBRL Taxonomy Extension Label Linkbase Document*

XBRL Taxonomy Presentation Linkbase Document*

Instance Document*

Taxonomy Extension Schema Document*

Taxonomy Extension Calculation Linkbase Document*

Taxonomy Extension Definition Linkbase Document*

Taxonomy Extension Label Linkbase Document*

Taxonomy Presentation Linkbase Document*

*Filed herewith.

1 unchanged sentence

Pursuant to the requirements of Section 13

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the

undersigned, thereunto duly authorized.

or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Kaival Brands Innovations Group, Inc.

4 unchanged sentences

(Principal Executive Officer)

January 27, 2020

February 12, 2021

In accordance with the Exchange Act, this report

4 unchanged sentences

President, Treasurer, and a Director

January 27, 2020

February 12, 2021

By :/s/ Eric Mosser

Chief Financial Officer, Secretary, and a Director

January 27, 2020

Chief Operating Officer, Secretary, and a Director

February 12, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures