What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-02-08 compared with 2020-10-16 · 334 added, 541 removed, 50 unchanged (95% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The symbol for our common stock is BPSR.

Due to the late filing of this Form 10-K and other Exchange Act Reports, our common stock is currently quoted on the OTCPink tier

of the over-the counter market operated by OTC Markets Group, Inc.

As of September 30, 2020, 875,194,450 shares

of our common stock were outstanding.

Holders of Our Common Stock

As of September 30, 2020, we had approximately

191 record holders of our common stock.

One of these holders is CEDE and Company which is the mechanism

used for brokerage firms to hold securities in book entry form on behalf of their clients and as of September 30, 2020, they held

33,033,743 shares of common stock for these shareholders.

Accordingly, we believe that we have significantly in excess of 1,000

beneficial shareholders as of the date of this report.

Dividend Policy

We have never paid or declared dividends

on our securities.

The payment of cash dividends, if any, in the future is within the discretion of our Board and will depend upon

our earnings, our capital requirements, financial condition and other relevant factors.

We do not expect to pay dividends for the

foreseeable future, and intend to retain future earnings, if any, towards the use in our business and growth strategies.

Securities Authorized for Issuance

under Equity Compensation Plans

On February 26, 2020, the Company established

the 2020 Stock Incentive Plan (“

2020 Plan ”).

The 2020 Plan permits the grant of options, appreciation rights,

dividend equivalent right and restricted common stock of the Company (“Award”) to any person who is an employee or

director of, or consultant to the Company.

The maximum aggregate number of shares that may be issued pursuant to all Awards is

50,000,000 shares, plus an annual increase to be added on the first day of the calendar year beginning January 1, 2021 equal to

(i) the greater of such number of shares as (A) will set the maximum number of shares that may be issued pursuant to all Awards

equal to 15% of the number of Shares outstanding as of such date;

or (B) 2% of the number of shares outstanding as of such date;

or (ii) a lesser number of shares determined by the administrator of the 2020 Plan (“Administrator”) in good faith.

The maximum aggregate number of shares available for grant of shares and/or incentive stock options shall be 25,000,000 shares,

increased on the first day of the calendar year beginning January 1, 2021, in a number of Shares proportionate to the increase

in the total number of shares that may be issued pursuant to all Awards under the Plan.

The Plan shall be administered by (A) the

board of the directors of the Company (“Board”) or (B) a committee (“Committee”) designated by the

Board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related

transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3.

Once appointed,

such Committee shall continue to serve in its designated capacity until otherwise directed by the Board.

The Board may at any time

amend, suspend or terminate the Plan;

provided, however, that no such amendment shall be made without the approval of the Company’s

shareholders to the extent such approval is required by applicable laws.

The Company has yet to appoint the Administrator

for the Plan and no Awards have yet to be granted under the Plan.

Board Stock Compensation Plan

On February 26, 2020, the Company established

the Board Stock Compensation Plan (“Board Plan”) which provides compensation for non-executive Board members for participation

in Board meetings retroactive to November 1, 2019.

The Board Plan provides for a grant of $7,500 in equivalent shares of common

stock (based on trading price at the end of the applicable current quarter) on the last day of each respective fiscal quarter that

a member attends at least 75% of all meetings held during such quarter and in which a minimum of 1 meeting is held, for a maximum

annual compensation amount of $30,000 per year per member.

In addition, Board members that participate on future board committees

will also be eligible to receive additional compensation for serving on such committees, in amounts to be determined by the Board.

The maximum aggregate number of shares that are currently authorized to be issued pursuant to the Board Plan is 5,000,000 shares.

On April 15, 2020, the Company issued 236,808

shares of common stock to a non-executive Board member in accordance with the Board Plan.

Management and Consultants Performance

On April 25, 2020, the Company approved

the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior

executive members of management and third-party consultants of an aggregate of approximately 205,000,000 shares of common stock

of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”).

On June 29, 2020, the Board amended the

MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and

the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or

serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially

all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds

to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below.

Pre-Transaction Price Per Share Valuation (a)

Executive Bonus Shares Issued (b)

Non-executive Board Bonus Shares Issued (c)

(a) proforma for issuance of all shares to be issued pursuant to the MCPP and

other in the money contingent share issuances

(b) per each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell,

George Shapiro

Allen Meglin and Michael

On August 14, 2020, the Board amended the

MCPP, providing for the additional grant of common stock of the Company to each Dr.

Mitrani and Ian Bothwell based on

the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for

Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based

on the amounts indicated below:

Aggregate Funding Amount

On September 23, 2020, the Board amended

the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common

stock of the Company, respectively, to each Albert Mitrani, Dr.

Mitrani and Ian Bothwell upon such time that the Company’s

common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent

to March 31, 2021 and provided such milestone occurs during the term of employment with the Company.

In addition, each of the current executives

were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones

previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive

in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020.

future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or

“Expanded Access”

approval (and excluding all eIND’s) received by the Company that involve more than 15 patients

and provided such milestone occurs during the term of employment with the Company.

Pursuant to the MCPP, as of September 23,

2020, a total of 233,000,000 shares have been issued and approximately 582,500,000 shares are authorized to be issued under the

MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones

are achieved while the individual is employed and/or serving as a member of the Board:

Albert Mitrani

George Shapiro

Michael Carbonara

Plan category

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

symbol for our common stock is BPSR.

Due to the late filing of this Form 10-K and other Exchange Act Reports, our common stock

is currently quoted on the OTCPink tier of the over-the counter market operated by OTC Markets Group, Inc.

of January 28, 2021, 992,207,783 shares of our common stock were outstanding.

of Our Common Stock

of January 28, 2021, we had approximately 200 record holders of our common stock.

One of these holders is CEDE and Company which

is the mechanism used for brokerage firms to hold securities in book entry form on behalf of their clients and as of January 28,

2021, they held 51,733,743 shares of common stock for these shareholders.

Accordingly, we believe that we have significantly in

excess of 1,000 beneficial shareholders as of the date of this report.

have never paid or declared dividends on our securities.

The payment of cash dividends, if any, in the future is within the discretion

of our Board and will depend upon our earnings, our capital requirements, financial condition and other relevant factors.

not expect to pay dividends for the foreseeable future, and intend to retain future earnings, if any, towards the use in our business

and growth strategies.

Authorized for Issuance under Equity Compensation Plans

of securities to

13 unchanged sentences

Sales of Unregistered Securities

On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with

a principal balance of $25,000.

The outstanding principal was due March 8, 2019.

was not repaid on the maturity date as required.

The third party agreed to accept payment in kind consisting of certain

products of the Company in lieu of cash interest.

On March 7, 2019, the Company sold an aggregate of 7,500,000 shares of common stock and granted

warrants to purchase an aggregate 2,000,000 common shares to three “accredited investors”

The warrants had

exercise prices of $0.08 and had a one -year term.

The aggregate grant date fair value of the warrants issued in connection with

these issuances were $6,600.

The warrants expired on March 7, 2020.

October 10, 2019, the Company and an investor (“Noteholder”) agreed to a

funding facility arrangement (“Funding Facility”) whereby the Noteholder

was required to fund the Company an initial tranche of $100,000 on October 15, 2019 (“Initial

Funding Date”) and had the option to fund the Company up to an aggregate of $500,000

(“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later

than February 15, 2020 (“Funding Expiration Date”).

The Funding Facility

matures on February 15, 2021 (“Maturity Date”) and accrues interest at 6.0%

The Funding Facility, plus all accrued interest, automatically converts into

40,000,000 shares of newly issued common stock of the Company if the Noteholder funds

the full $500,000 by the Funding Expiration Date.

The Noteholder fully funded the Funding

Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility

into 40,000,000 shares of common stock of the Company that were issued to the Noteholders

designated entity, Republic Asset Holdings LLC.

April 27, 2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael

Carbonara, a director of the Company, at $0.02 per share for an aggregate purchase price of $100,000.

The proceeds were used for

working capital.

November 2019 through January 2020, the Company sold 3,250,000 shares of common stock

to three “accredited investors”

at $0.02 per share for an aggregate purchase

price of $65,000.

The proceeds were used for working capital.

During March 2019, the Company issued a $30,000 of convertible 6% debentures (“30,000 Debenture”)

to one accredited investor.

The principal amount of the $30,000 Debenture, plus accrued and unpaid interest through June 30, 2020

were payable on the 10 th business day subsequent to June 30, 2020, unless the payment of the $30,000 Debenture was prepaid

at the sole option of the Company, or was converted as provided for under the terms of the $30,000 Debenture, and/or accelerated

due to an event of default in accordance with the terms of the $30,000 Debenture.

During June 2019, the Company

and the holder of the $30,000 Debenture agreed to convert the principal amount of the $30,000 Debentures plus interest accrued

and unpaid through the date of the conversion totaling $30,478 into 1,111,111 shares of common stock of the Company (approximately

$0.0274 per share representing a premium to the trading price of $0.0253 as of the effective date of the transaction).

During April 2019, the Company sold 5,102,000 shares of common stock to seven “accredited

February 2020 through April 2020, the Company sold 11,050,000 shares of common stock

to five “accredited investors”

at $0.02 per share for an aggregate purchase

price of $221,000.

The proceeds were used for working capital.

April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr.

Allen Meglin, a director of the Company at $0.02 per share for an aggregate purchase

price of $220,000.

During July, August and October 2020, the Company sold an additional

1,166,666 shares, 422,514 shares, and 625,000 shares of common stock to Dr.

at $0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate

purchase price of $127,251.

The proceeds from all of the above sales were used for working

May 2020, the Company sold 3,000,000 shares of common stock to two “accredited

investors”

at $0.02 per share for an aggregate purchase price of $60,000.

were used for working capital.

July and August 2020, the Company completed the private placement to 19 accredited investors

for the sale of 13,499,992 shares of Common stock of the Company at a selling price of

$0.03 per share for an aggregate amount of $405,000 (“Sale”).

are being used to fund the Company’s public company financial reporting requirements.

July 2020, the Company sold 1,000,000 shares of common stock to two “accredited

investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate

purchase price of $25,000.

The proceeds were used for working capital.

During May 2019, the Company and holders of the $100,000 Debentures agreed to convert the principal

amount of the $100,000 Debentures plus interest accrued and unpaid through the date of the conversion totaling $100,622 into 3,773,584

shares of common stock of the Company (approximately $0.0267 per share representing a discount to the trading price of $0.0285

as of the effective date of the transaction).

On May 1, 2019, the Company, Mint Organics and the holder

of a promissory note issued by Mint Organics agreed to a settlement of the outstanding loan whereby the Company agreed to issue

the holder of the note 2,735,000 shares of newly issued common stock of the Company.

At the time of the settlement, the outstanding

obligation under the note, including late fees and penalties was approximately $72,568.

The common stock issued was priced at $0.0265

per share representing a discount to the trading price of $0.049 as of the effective date of the transaction.

On May 1, 2019, the Company and Mint Organics entered into an exchange agreement whereby the Company

agreed to acquire the 150 shares of Mint Series A Preferred Stock and the 150,000 warrants to purchase shares of common stock of

the Company originally issued to Mr.

Wayne Rohrbaugh in connection with the initial capitalization of Mint Organics (see note 15)

in exchange for 4,400,000 shares of common stock of the Company (approximately $0.034 per share representing a discount to the

trading price of $0.049 as of the effective date of the transaction).

On May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby

the Company agreed to acquire the 21.25 units from the minority equity holder of Mint Organics Florida (see note 15) in exchange

for 2,400,000 shares of common stock of the Company (approximately $0.042 per share representing a discount to the trading price

of $0.049 as of the effective date of the transaction).

During July 2019, the Company sold 2,500,000 shares of common stock to one “accredited investor”

at $0.02 per share for an aggregate purchase price of $50,000.

August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

investors”, at prices ranging from $0.03 per share and $0.06 per share, for an

aggregate purchase price of $392,100.

The proceeds were used for working capital.

During August 2019 through September 2019, the Company sold 5,250,000 shares of common stock to

four “accredited investors”

at $0.02 per share for an aggregate purchase price of $105,000.

The proceeds were used

for working capital.

On October 10, 2019, the Company and an investor (“Noteholder”) agreed to a funding

facility arrangement (“Funding Facility”) whereby the Noteholder was required to fund the Company an initial tranche

of $100,000 on October 15, 2019 (“Initial Funding Date”) and had the option to fund the Company up to an aggregate

of $500,000 (“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later than February 15, 2020 (“Funding

Expiration Date”).

The Funding Facility matures on February 15, 2021 (“Maturity Date”) and accrues interest at

6.0% per annum.

The Funding Facility, plus all accrued interest, automatically converts into 40,000,000 shares of newly issued

common stock of the Company if the Noteholder funds the full $500,000 by the Funding Expiration Date.

The Noteholder fully funded

the Funding Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility into 40,000,000 shares of

common stock of the Company that were issued to the Noteholders designated entity, Republic Asset Holdings LLC.

On April 27, 2020, the Company

sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of

the Company, at $0.02 per share for an aggregate purchase price of $100,000.

September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an

aggregate purchase price of $410,000.

The proceeds were used for working capital.

During November 2019 through January 2020, the Company sold 3,250,000 shares of common stock to

three “accredited investors”

at $0.02 per share for an aggregate purchase price of $65,000.

The proceeds were used

for working capital.

During February 2020 through April 2020, the Company sold 11,050,000 shares of common stock to

five “accredited investors”

at $0.02 per share for an aggregate purchase price of $221,000.

The proceeds were used

for working capital.

During April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr.

Meglin, a director of the Company at $0.02 per share for an aggregate purchase price of $220,000.

During July and August 2020,

the Company sold an additional 1,166,666 shares and 422,514 shares of common stock to Dr.

Allen Meglin at $0.03 per share and $0.10

per share, respectively, for an aggregate purchase price of $77,251.

The proceeds from all of the above sales were used for working

During May 2020, the Company sold 3,000,000 shares of common stock to two “accredited investors”

at $0.02 per share for an aggregate purchase price of $60,000.

October 2020, the Company sold 2,033,333 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an

aggregate purchase price of $170,000.

The proceeds were used for working capital.

During July and August 2020, the Company completed the private placement to 19 accredited investors

for the sale of 13,499,992 shares of Common stock of the Company at a selling price of $0.03 per share for an aggregate amount

of $405,000 (“Sale”).

The proceeds are being used to fund the Company’s public company financial reporting requirements.

During the period July 2020, the Company sold 1,000,000 shares of common stock to two “accredited

investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate purchase price of $25,000.

were used for working capital.

During the period August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

investors”, at prices ranging from $0.03 per share and $0.06 per share, for an aggregate purchase price of $392,100.

proceeds were used for working capital.

During the period September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $410,000.

October 2020, the Company and the holder of the $20,000 debenture agreed to convert the

principal amount of the $20,000 debenture plus interest accrued and unpaid through the

date of the conversion totaling approximately $20,300 into 160,000 shares of common stock

of the Company.

November 2020, the Company sold 800,000 shares of common stock to an “accredited

investor”, at $0.05 per share, for an aggregate purchase price of $40,000.

proceeds were used for working capital.

None of the above issuances involved any

underwriters, underwriting discounts or commissions, or any public offering and we believe were exempt from the registration requirements

of the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(a)(2) and Regulation D promulgated

thereunder due to the fact that there was no solicitation or advertising and the did not involve a public offering of securities.

of the above issuances involved any underwriters, underwriting discounts or commissions, or any public offering and we believe

were exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) by

virtue of Section 4(a)(2) and Regulation D promulgated thereunder due to the fact that there was no solicitation or advertising

and the did not involve a public offering of securities.

SELECTED FINANCIAL DATA.

As a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item of Form 10-K.

MANAGEMENT’S DISCUSSION

AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

You should read the following discussion

together with our consolidated financial statements and the related notes included elsewhere in this report.

This discussion contains

forward-looking statements, which involve risks and uncertainties.

Our actual results may differ materially from those we currently

anticipate as a result of many factors, including the factors we describe under “Risk Factors”

and elsewhere in this

Forward Looking Statements

Some of the information in this section

contains forward-looking statements that involve substantial risks and uncertainties.

You can identify these statements by forward-looking

words such as “may,”

a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide the information

required by this item of Form 10-K.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

should read the following discussion together with our consolidated financial statements and the related notes included elsewhere

in this report.

This discussion contains forward-looking statements, which involve risks and uncertainties.

Our actual results

may differ materially from those we currently anticipate as a result of many factors, including the factors we describe under

“Risk Factors”

and elsewhere in this report.

Looking Statements

of the information in this section contains forward-looking statements that involve substantial risks and uncertainties.

identify these statements by forward-looking words such as “may,”

“will,”

5 unchanged sentences

or similar words.

You should read statements that contain these words carefully because they:

discuss our future expectations;

contain projections of our future results of operations or of our financial condition;

You should read statements that contain

these words carefully because they:

our future expectations;

contain projections

of our future results of operations or of our financial condition;

state other “forward-looking”

We believe it is important to communicate

our expectations.

However, there may be events in the future that we are not able to accurately predict or over which we have no

Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking

statements as a result of certain factors, including those set forth under “Item 1.

believe it is important to communicate our expectations.

However, there may be events in the future that we are not able to accurately

predict or over which we have no control.

Our actual results and the timing of certain events could differ materially from those

anticipated in these forward-looking statements as a result of certain factors, including those set forth under “Item 1.

Business,”

“Item 1A Risk

Factors,”

“Item 1A Risk Factors,”

“Business”

and elsewhere in this report.

COVID-19 Impact To Economy And Business

The current outbreak of the novel coronavirus

(“COVID-19”) and resulting impact to the United States economic environments began to take hold during March 2020.

The adverse public health developments and economic effects of the COVID-19 outbreak in the United States, have adversely affected

the demand for our products and services by our customers and from patients of our customers as a result of quarantines, facility

closures and social distancing measures put into effect in connection with the COVID-19 outbreak and which currently still continue

to have a negative impact to our business and the economy.

These restrictions have adversely affected the Company’s sales,

results of operations and financial condition.

There is no assurance as to when the adverse

impact to the United States and worldwide economies resulting from the COVID-19 outbreak will be eliminated, if at all, and whether

any new or recurring pandemic outbreaks will occur again in the future causing a similar or worse devastating impact to the United

States and worldwide economies or our business.

Results of Operations

Fiscal year ended October 31,

2019 as compared to fiscal year ended October 31, 2018

Our revenues for the year ended October

31, 2019 were $1,702,271, compared with revenues of $964,530 for the year ended October 31, 2018.

The increase in revenues during

the year ended October 31, 2019 of $737,741 (76.5%) was primarily the result of the Company being able to realize an increase of

approximately 38.7% (approximately $373,166) in the average sales prices for the products sold during the year ended October 31,

2019 compared with the average sales prices realized on products sold during the year ended October 31, 2018 and the Company’s

ability to increase unit sales of its products by 27.3% (approximately $364,575) during the year ended October 31, 2019 compared

with the year ended October 31, 2018.

The increase in the prices realized on product sold and units sold was partly attributable

Impact To Economy And Business Environment

current outbreak of the novel coronavirus (“COVID-19”) and resulting impact to the United States economic environments

began to take hold during March 2020.

The adverse public health developments and economic effects of the COVID-19 outbreak in

the United States, have adversely affected the demand for our products and services by our customers and from patients of our

customers as a result of quarantines, facility closures and social distancing measures put into effect in connection with the

COVID-19 outbreak and which currently still continue to have a negative impact to our business and the economy.

These restrictions

have adversely affected the Company’s sales, results of operations and financial condition.

is no assurance as to when the adverse impact to the United States and worldwide economies resulting from the COVID-19 outbreak

will be eliminated, if at all, and whether any new or recurring pandemic outbreaks will occur again in the future causing a similar

or worse devastating impact to the United States and worldwide economies or our business.

of Operations

year ended October 31, 2020 as compared to fiscal year ended October 31, 2019

revenues for the year ended October 31, 2020 were $3,055,776, compared with revenues of $1,702,271 for the year ended October

The increase in revenues during the year ended October 31, 2020 of $1,353,505 (79.5%) was primarily the result of the

Company’s ability to increase unit sales of its products by 125.0% (approximately $1,697,898) during the year ended October

31, 2020 compared with the year ended October 31, 2019, partially offset from the reduction of approximately 20.2% (approximately

$344,393) in the average sales prices for the products sold during the year ended October 31, 2020 compared with the average sales

prices realized on products sold during the year ended October 31, 2019.

The increase in the units sold was partly attributable

to favorable responses to the Company’s sales and marketing efforts establishing greater market awareness, less discounting

of product prices to new customers, the introduction of new and more advanced product offerings and increased research and development

efforts which provided customers with greater comfort in the company’s products and ability to better address potential market

uncertainty regarding anticipated FDA regulations.

Our cost of revenues for the year ended

October 31, 2019 were $300,837, compared with cost of revenues of $209,298 for the year ended October 31, 2018 and increase of

$91,539 (43.7%).

The increase in cost of revenues during the year ended October 31, 2019 was primarily the result of the increase

in the number of units sold amounting to $64,430 and increases in the average cost per unit sold amounting to $27,109 during the

year ended October 31, 2019 compared with October 31, 2018.

The costs per unit sold were significantly higher during the periods

February 6, 2018 through April 2019 as those units sold were acquired through third party manufacturers.

During the other periods,

the Company’s costs of revenues were significantly lower as a result of manufacturing those products in-house.

Our gross profit for the year ended October

31, 2019 was $1,401,434, compared with gross profit of $755,232 for the year ended October 31, 2018 an increase of $646,202 (85.6%).

The increase in gross profit during the year ended October 31, 2019 was the result of higher sales prices received for products

sold to its customers partially offset by higher costs of revenues for those products sold.

The increase in the prices realized

on product sold and units sold was partly attributable to favorable responses to the Company’s sales and marketing efforts

establishing greater market awareness, less discounting of product prices to new customers, the introduction of new and more advanced

product offerings and increased research and development efforts which provided customers with greater comfort in the company’s

products and ability to better address potential market uncertainty regarding anticipated FDA regulations.

and Administrative Expenses

General and administrative expenses for

the year ended October 31, 2019 were $3,177,924, compared with $4,245,349 for the year ended October 31, 2018, a decrease of $1,067,425

The decrease in the general and administrative expenses for the year ended October 31, 2019 was primarily the result of

reduced stock-based compensation costs to executives during the year ended October 31, 2019 totaling $3,296,580, decreases in bad

debt reserves and escrow receivable reserves of $99,105 and reduced salaries of approximately $142,000 attributable to the resignation

of certain executives in connection with the Sale and Taddeo settlement and reduced salaries under current executives employment

agreements, partially offset from non-recurring reductions in payroll costs totaling approximately $1,063,083 resulting from the

termination and/or restructuring of executive employments agreements in connection with the Sale and the Taddeo settlement and

gains realized on the sale of the Anu assets of $824,798 during the year ended October 31, 2018 and increased commissions paid

on sales of products of $108,598, increased marketing related costs of $288,937, $138,438 of increase laboratory related expenses

and $56,313 of increased professional fees and office expenses during the year ended October 31, 2019 compared with the year ended

efforts which provided customers with greater comfort in the Company’s products and ability to better address potential

market uncertainty regarding anticipated FDA regulations.

The decrease in the average sales prices realized on products sold during

the year ended October 31, 2020 compared with the year ended October 31, 2019 was due to an increase in the sales of the Company’s

aesthetic product offerings which are sold at lower prices than the Company’s medical grade product offerings.

cost of revenues for the year ended October 31, 2020 were $398,606, compared with cost of revenues of $300,837 for the year ended

October 31, 2019.

Other Income (Expense)

income, net, for the year ended October 31, 2019 was $38,191, compared with other income, net, of $58,694 for the year ended October

31, 2018, a decrease of $20,503.

The net decrease in the other income was the result of reduced income realized on the reduction

of derivative liabilities of $265,597, partially offset by increased income from the settlement of obligations of $63,367 and reduced

interest costs and amortization of discounts associated with the SPA and other interest bearing obligations totaling $181,727.

Liquidity and Capital Resources

During the fiscal year ended October 31,

2019 and through the date of the filing of this Form 10-K, the Company has relied on the sale of debt or equity securities, the

restructuring of debt obligations and/or the issuance and/or exchange of equity securities to meet the shortfall in cash to fund

its operations.

On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with

a principal balance of $25,000.

The outstanding principal was due March 8, 2019.

was not repaid on the maturity date as required.

The third party agreed to accept payment in kind consisting of certain

products of the Company in lieu of cash interest.

On March 7, 2019, the Company sold an aggregate of 7,500,000 shares of common stock and granted

warrants to purchase an aggregate 2,000,000 common shares to three “accredited investors”

The warrants had

exercise prices of $0.08 and had a one -year term.

The aggregate grant date fair value of the warrants issued in connection with

these issuances were $6,600.

The warrants expired on March 7, 2020.

The increase in the cost of revenues during the year ended October 31, 2020 compared with the year ended October

31, 2019 was due to an increase in the amount of units sold of 125.0% (approximately $221,480) during the year ended October 31,

2020 compared with the year ended October 31, 2019, partially offset from the reduction in the cost of units sold of 40.7% (approximately

($123,711) during the year ended October 31, 2020 compared to costs of units sold during the year ended October 31, 2019, which

as described above was primarily the result of the Company’s increase in the sales of the Company’s aesthetic product

offerings during the year ended October 31, 2020 compared to the year ended October 31, 2019 which have a lower cost of revenue

than the Company’s medical grade product offerings and also from the Company’s ability to supply inventory through

lower costing inventory manufactured by the Company beginning in May 2019 rather than from more costly third party manufacturers

for the six months ended April 30, 2019.

gross profit for the year ended October 31, 2020 was $2,657,170, compared with gross profit of $1,401,434 for the year ended October

The increase in gross profit during the year ended October 31, 2020 of $1,255,736 (89.6%) was the result of the increase

in the amount of units sold during the year ended October 31, 2020 compared to the year ended October 31, 2019 and the lower costs

of units sold during the year ended October 31, 2020 compared to the year ended October 31, 2019.

The increase in the units sold

was attributable to favorable responses to the Company’s sales and marketing efforts establishing greater market awareness

and the introduction of new and more advanced product offerings.

The lower cost of units sold was due to the Company’s increase

in the sales of the Company’s aesthetic product offerings during the year ended October 31, 2020 compared to the year ended

October 31, 2019 which have a lower cost of revenue than the Company’s medical grade product offerings and also from the

Company’s ability to supply inventory through lower costing inventory manufactured by the Company beginning in May 2019

rather than from more costly third party manufacturers for the six months ended April 30, 2019.

and Administrative Expenses

and administrative expenses for the year ended October 31, 2020 were $15,095,111, compared with $3,177,924 for the year ended

October 31, 2019, an increase of $11,917,187.

The increase in the general and administrative expenses for the year ended October

31, 2020 compared to the year ended October 31, 2019 was primarily the result of increased stock-based compensation costs to advisors,

consultants and administrative staff totaling $9,187,087, increased payroll and consulting costs of approximately $2,171,000,

approximately $308,000 of increased laboratory related expenses and approximately $260,000 of increased professional fees and

administrative expenses.

The increase in payroll and consulting costs and laboratory related expenses was the result of the Company’s

expansion of its research and development activities primarily relating to the filing and approval of IND applications and the

performance of clinical trials.

Income (Expense)

(expense), net, for the year ended October 31, 2020 was ($145,027), compared with other income, net, of $38,191 for the year ended

October 31, 2019, a decrease of $183,218.

The net decrease in the other income was the result of reduced income realized from

the settlement of obligations of $52,074 and increased interest costs associated with interest-bearing obligations totaling $13,394

and $118,350 in connection with the amount of the discount to the fair value of the Converted Stock associated with the conversion

and Capital Resources

the fiscal year ended October 31, 2020 and through the date of the filing of this Form 10-K, the Company has relied on the sale

of debt or equity securities, the restructuring of debt obligations and/or the issuance and/or exchange of equity securities to

meet the shortfall in cash to fund its operations.

October 10, 2019, the Company and an investor (“Noteholder”) agreed to a

funding facility arrangement (“Funding Facility”) whereby the Noteholder

was required to fund the Company an initial tranche of $100,000 on October 15, 2019 (“Initial

Funding Date”) and had the option to fund the Company up to an aggregate of $500,000

(“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later

than February 15, 2020 (“Funding Expiration Date”).

The Funding Facility

matures on February 15, 2021 (“Maturity Date”) and accrues interest at 6.0%

The Funding Facility, plus all accrued interest, automatically converts into

40,000,000 shares of newly issued common stock of the Company if the Noteholder funds

the full $500,000 by the Funding Expiration Date.

The Noteholder fully funded the Funding

Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility

into 40,000,000 shares of common stock of the Company that were issued to the Noteholders

designated entity, Republic Asset Holdings LLC.

April 27, 2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael

Carbonara, a director of the Company, at $0.02 per share for an aggregate purchase price of $100,000.

The proceeds were used for

working capital.

November 2019 through January 2020, the Company sold 3,250,000 shares of common stock

to three “accredited investors”

at $0.02 per share for an aggregate purchase

price of $65,000.

The proceeds were used for working capital.

During March 2019, the Company issued a $30,000 of convertible 6% debentures (“30,000 Debenture”)

to one accredited investor.

The principal amount of the $30,000 Debenture, plus accrued and unpaid interest through June 30, 2020

were payable on the 10 th business day subsequent to June 30, 2020, unless the payment of the $30,000 Debenture was prepaid

at the sole option of the Company, or was converted as provided for under the terms of the $30,000 Debenture, and/or accelerated

due to an event of default in accordance with the terms of the $30,000 Debenture.

During June 2019, the Company

and the holder of the $30,000 Debenture agreed to convert the principal amount of the $30,000 Debentures plus interest accrued

and unpaid through the date of the conversion totaling $30,478 into 1,111,111 shares of common stock of the Company (approximately

$0.0274 per share representing a premium to the trading price of $0.0253 as of the effective date of the transaction).

During April 2019, the Company sold 5,102,000 shares of common stock to seven “accredited

February 2020 through April 2020, the Company sold 11,050,000 shares of common stock

to five “accredited investors”

at $0.02 per share for an aggregate purchase

price of $221,000.

The proceeds were used for working capital.

April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr.

Allen Meglin, a director of the Company at $0.02 per share for an aggregate purchase

price of $220,000.

During July, August and October 2020, the Company sold an additional

1,166,666 shares, 422,514 shares, and 625,000 shares of common stock to Dr.

at $0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate

purchase price of $127,251.

The proceeds from all of the above sales were used for working

May 2020, the Company sold 3,000,000 shares of common stock to two “accredited

investors”

at $0.02 per share for an aggregate purchase price of $60,000.

were used for working capital.

July and August 2020, the Company completed the private placement to 19 accredited investors

for the sale of 13,499,992 shares of Common stock of the Company at a selling price of

$0.03 per share for an aggregate amount of $405,000 (“Sale”).

are being used to fund the Company’s public company financial reporting requirements.

July 2020, the Company sold 1,000,000 shares of common stock to two “accredited

investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate

purchase price of $25,000.

The proceeds were used for working capital.

During May 2019, the Company and holders of the $100,000 Debentures agreed to convert the principal

amount of the $100,000 Debentures plus interest accrued and unpaid through the date of the conversion totaling $100,622 into 3,773,584

shares of common stock of the Company (approximately $0.0267 per share representing a discount to the trading price of $0.0285

as of the effective date of the transaction).

On May 1, 2019, the Company, Mint Organics and the holder

of a promissory note issued by Mint Organics agreed to a settlement of the outstanding loan whereby the Company agreed to issue

the holder of the note 2,735,000 shares of newly issued common stock of the Company.

At the time of the settlement, the outstanding

obligation under the note, including late fees and penalties was approximately $72,568.

The common stock issued was priced at $0.0265

per share representing a discount to the trading price of $0.049 as of the effective date of the transaction.

On May 1, 2019, the Company and Mint Organics entered into an exchange agreement whereby the Company

agreed to acquire the 150 shares of Mint Series A Preferred Stock and the 150,000 warrants to purchase shares of common stock of

the Company originally issued to Mr.

Wayne Rohrbaugh in connection with the initial capitalization of Mint Organics (see note 15)

in exchange for 4,400,000 shares of common stock of the Company (approximately $0.034 per share representing a discount to the

trading price of $0.049 as of the effective date of the transaction).

On May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby

the Company agreed to acquire the 21.25 units from the minority equity holder of Mint Organics Florida (see note 15) in exchange

for 2,400,000 shares of common stock of the Company (approximately $0.042 per share representing a discount to the trading price

of $0.049 as of the effective date of the transaction).

During July 2019, the Company sold 2,500,000 shares of common stock to one “accredited investor”

at $0.02 per share for an aggregate purchase price of $50,000.

August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

investors”, at prices ranging from $0.03 per share and $0.06 per share, for an

aggregate purchase price of $392,100.

The proceeds were used for working capital.

During August 2019 through September 2019, the Company sold 5,250,000 shares of common stock to

four “accredited investors”

at $0.02 per share for an aggregate purchase price of $105,000.

The proceeds were used

for working capital.

On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received

$100,000 in connection with an unsecured line of credit (“Credit Facility”).

The Credit Facility matures in one-year

and the Company is required to make 52 weekly payments of $2,403 (payments totaling $125,000).

The Credit Facility can be prepaid

at any time by the Company.

The effective annual interest rate of the facility based on 52 equal monthly payments is 45.67% Proceeds

received from the Credit Facility were used for working capital.

On October 10, 2019, the Company and an investor (“Noteholder”) agreed to a funding

facility arrangement (“Funding Facility”) whereby the Noteholder was required to fund the Company an initial tranche

of $100,000 on October 15, 2019 (“Initial Funding Date”) and had the option to fund the Company up to an aggregate

of $500,000 (“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later than February 15, 2020 (“Funding

Expiration Date”).

The Funding Facility matures on February 15, 2021 (“Maturity Date”) and accrues interest at

6.0% per annum.

The Funding Facility, plus all accrued interest, automatically converts into 40,000,000 shares of newly issued

common stock of the Company if the Noteholder funds the full $500,000 by the Funding Expiration Date.

The Noteholder fully funded

the Funding Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility into 40,000,000 shares of

common stock of the Company that were issued to the Noteholders designated entity, Republic Asset Holdings LLC.

On April 27, 2020, the Company

sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of

the Company, at $0.02 per share for an aggregate purchase price of $100,000.

September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an

aggregate purchase price of $410,000.

The proceeds were used for working capital.

During November 2019 through January 2020, the Company sold 3,250,000 shares of common stock to

three “accredited investors”

at $0.02 per share for an aggregate purchase price of $65,000.

The proceeds were used

for working capital.

During February 2020 through April 2020, the Company sold 11,050,000 shares of common stock to

five “accredited investors”

at $0.02 per share for an aggregate purchase price of $221,000.

The proceeds were used

for working capital.

During April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr.

Meglin, a director of the Company at $0.02 per share for an aggregate purchase price of $220,000.

During July and August 2020,

the Company sold an additional 1,166,666 shares and 422,514 shares of common stock to Dr.

Allen Meglin at $0.03 per share and $0.10

per share, respectively, for an aggregate purchase price of $77,251.

The proceeds from all of the above sales were used for working

During May 2020, the Company sold 3,000,000 shares of common stock to two “accredited investors”

at $0.02 per share for an aggregate purchase price of $60,000.

October 2020, the Company sold 2,033,333 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an

aggregate purchase price of $170,000.

The proceeds were used for working capital.

During July and August 2020, the Company completed the private placement to 19 accredited investors

for the sale of 13,499,992 shares of Common stock of the Company at a selling price of $0.03 per share for an aggregate amount

of $405,000 (“Sale”).

The proceeds are being used to fund the Company’s public company financial reporting requirements.

During the period July 2020, the Company sold 1,000,000 shares of common stock to two “accredited

investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate purchase price of $25,000.

were used for working capital.

During the period August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited

investors”, at prices ranging from $0.03 per share and $0.06 per share, for an aggregate purchase price of $392,100.

proceeds were used for working capital.

During the period September 2020, the Company sold 4,800,000 shares of common stock to five “accredited

investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $410,000.

October 2020, the Company and the holder of the $20,000 debenture agreed to convert the

principal amount of the $20,000 debenture plus interest accrued and unpaid through the

date of the conversion totaling approximately $20,300 into 160,000 shares of common stock

of the Company.

November 2020, the Company sold 800,000 shares of common stock to an “accredited

investor”, at $0.05 per share, for an aggregate purchase price of $40,000.

proceeds were used for working capital.

The Company issued the foregoing securities

pursuant to the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities

Act and/or Regulation D promulgated thereunder.

Concern Consideration

The accompanying consolidated financial

statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the

Company as a going concern.

The Company has had limited revenues since its inception.

The Company incurred operating losses of

$1,776,490 for the year ended October 31, 2019.

In addition, the Company had an accumulated deficit of $16,285,222 at October 31,

The Company had a negative working capital position of $1,677,684 at October 31, 2019.

In addition to the above, the outbreak

of the novel coronavirus (“COVID-19”) during March 2020 and the resulting adverse public health developments and economic

effects to the United States business environments have adversely affected the demand for our products and services by our customers

and from patients of our customers as a result of quarantines, facility closures and social distancing measures put into effect

in connection with the COVID-19 outbreak and which currently still continue to have a negative impact to our business and the economy.

These restrictions have adversely affected the Company’s sales, results of operations and financial condition.

to the COVID-19 outbreak, the Company (a) has accelerated its research and development activities, particularly in regards to potential

health benefits of the Company’s products in addressing various health concerns associated with COVID-19 and (b) is aggressively

seeking to raise additional debt and/or equity financing to support working capital requirements until sale for its products to

providers resumes to levels pre COVID-19.

As a result of the above, the Company’s

efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately

may prove to be unsuccessful unless (a) the United States economy resumes to pre-COVID-19 conditions and (b) additional sources

of working capital through operations or debt and/or equity financings are realized.

These financial statements do not include

any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management anticipates that the Company

will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and the costs to

perform required clinical studies in connection with the sale of its products.

The Company does not have any assets to pledge for

the purpose of borrowing additional capital.

In addition, the Company relies on its ability to produce and sell products it manufactures

that are subject to changing technology and regulations that it currently sells and distributes to its customers.

The Company’s

current market capitalization and common stock liquidity will hinder its ability to raise equity proceeds.

The Company anticipates

that future sources of funding, if any, will therefore be costly and dilutive, if available at all.

In view of the matters described in the

preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes

that (1) the effects of the COVID-19 crisis resume to pre-COVID 19 market conditions, (2) the Company will be able to establish

a stabilized source of revenues, (3) obligations to the Company’s creditors are not accelerated, (4) the Company’s

operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations,

(5) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with

current and future regulatory guidelines, (6) the Company is able to continue its research and development activities, particularly

in regards to remaining compliant with the FDA and the safety and efficacy of its products, and (7) the Company obtains additional

working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity

There is no assurance as to when the adverse

impact to the United States and worldwide economies resulting from the COVID-19 outbreak will be eliminated, if at all, and whether

any new or recurring pandemic outbreaks will occur again in the future causing similar or worse devastating impact to the United

States and worldwide economies and our business.

In addition, there is no assurance that the Company will be able to complete its

revenue growth strategy, its expected required research and development activities or otherwise obtain sufficient working capital

to cover ongoing cash requirements.

Without sufficient cash reserves, the Company’s ability to pursue growth objectives will

be adversely impacted.

Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving

a stabilized source of revenues.

As described above, the COVID-19 crisis has significantly impaired the Company and the overall

Unites States and World economies.

If revenues do not increase and stabilize, if the COVID-19 crisis is not satisfactorily managed

and/or resolved or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which

could include the sale of assets, closure of operations and/or protection under the U.S.

bankruptcy laws.

As of October 31,

2019, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue

to operate as a going concern for the 12 months following the issuance of these financial statements.

Cash and Cash Equivalents

The following table summarizes the sources

and uses of cash for the years stated.

The Company held no cash equivalents for any of the periods presented.

For the Fiscal Year Ended October 31,

Company issued the foregoing securities pursuant to the exemption from the registration requirements of the Securities Act afforded

by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

and Cash Equivalents

following table summarizes the sources and uses of cash for the periods stated.

The Company held no cash equivalents for any of

the periods presented:

For the Fiscal Year Ended

Cash, beginning of year

Net cash used in operating activities

Net cash provided by (used in) investing activities

Net cash used in investing activities

Net cash provided by financing activities

Cash, end of year

During the year ended October 31, 2019,

the Company used cash in operating activities of $565,454, compared to $511,997 for the year ended October 31, 2018, a reduction

of in cash used of $53,457.

The change in cash used in operating activities was due to a decrease in the net loss during the year

ended October 31, 2019 resulting from increased revenues and gross margin combined with lower general and administrative expenses

after adjusting for non-cash charges (mostly related to stock based compensation, bad debt expense, settlement of executive employment

obligations, reduction in derivative liabilities and the gain from the sale of the Anu assets) and liabilities owed to executive

During the year ended October 31, 2019,

the Company had cash used in investing activities of ($32,736), compared to cash provided by investing activities of $95,453 for

the year ended October 31, 2018.

The increase in the change in cash used in investing activities was due primarily to increased

costs associated with acquisition of fixed assets and reduced proceeds received from the sale of the Anu assets of $140,022, and

reduced expenditures associated with the purchase of minority interests in Mint Organics of $40,000.

During the year ended October 31, 2019,

the Company had cash provided by financing activities of $687,731, compared to cash provided by financing activities of $420,000

for the year ended October 31, 2017, an overall increase of $267,731.

The increase in cash provided by financing activities was

due to increases in proceeds received in connection with the sale of equity securities of $359,500, partially offset from the decreases

in the issuances of notes payable of $65,000 and payments on notes payable of $12,562 and capital lease obligations of $14,207.

Off-Balance Sheet Arrangements

Our liquidity is not dependent on the use

of off-balance sheet financing arrangements (as that term is defined in Item 303(a) (4) (ii) of Regulation S-K) and as of October

31, 2019 and through the date of this report, we had no such arrangements.

New Accounting Pronouncements

In February 2016, a pronouncement was issued

by the FASB that creates new accounting and reporting guidelines for leasing arrangements.

The new guidance requires organizations

that lease assets to recognize assets and liabilities on the balance sheet related to the rights and obligations created by those

leases, regardless of whether they are classified as finance or operating leases.

Consistent with current guidance, the recognition,

measurement, and presentation of expenses and cash flows arising from a lease primarily will depend on its classification as a

finance or operating lease.

The guidance also requires new disclosures to help financial statement users better understand the

amount, timing, and uncertainty of cash flows arising from leases.

The new standard is effective for annual reporting periods beginning

after December 15, 2018, including interim periods within that reporting period, with early application permitted.

The new standard

is to be applied using a modified retrospective approach.

The Company does not expect that implementation of the new pronouncement

will have a material impact to its financial statements.

Critical Accounting Policies

Our audited consolidated financial statements

reflect the selection and application of accounting policies which require us to make significant estimates and judgments.

Note 2 to our audited consolidated financial statements included in this Annual Report on Form 10-K, “Summary of Significant

Accounting Policies”.

QUANTITATIVE AND QUALITATIVE

DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide the information required by this item of Form 10-K.

the year ended October 31, 2020, the Company used cash in operating activities of $1,812,499, compared to $565,454 for the year

ended October 31, 2019, an increase in cash used of $1,247,045.

The change in cash used in operating activities was due to the

increase in the general and administrative expenses during the year ended October 31, 2020 after adjusting for non-cash charges

(mostly related to stock-based compensation and interest expense on conversion of debt), resulting from increased payroll and

consulting costs and laboratory related expenses in connection with the Company’s expansion of its research and development

activities during the year ended October 31, 2020, partially offset from the increase in revenues and gross profit during the

year ended October 31, 2020.

the year ended October 31, 2020, the Company had cash used in investing activities of $138,694, compared to cash used in investing

activities of $32,736 for the year ended October 31, 2019.

The increase in the cash used in investing activities was due primarily

due the acquisition of additional fixed assets required in connection with the expansion of the Company’s laboratory operations.

the year ended October 31, 2020, the Company had cash provided by financing activities of $2,409,433, compared to cash provided

by financing activities of $687,731 for the year ended October 31, 2019, an overall increase of $1,721,702.

The increase in cash

provided by financing activities was due to increases in proceeds from the sale of equity securities and notes payable of $1,735,821

and $145,000, respectively, partially offset from increased payments on outstanding debt obligations and finance and operating

Concern Consideration

accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles,

which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since its inception.

Company incurred operating losses of $12,437,941 for the year ended October 31, 2020.

In addition, the Company had an accumulated

deficit of $28,868,189 at October 31, 2020.

The Company had a negative working capital position of $1,693,741 at October 31, 2020.

addition to the above, the outbreak of the novel coronavirus (“COVID-19”) during March 2020 and the resulting adverse

public health developments and economic effects to the United States business environments have adversely affected the demand

for our products and services by our customers and from patients of our customers as a result of quarantines, facility closures

and social distancing measures put into effect in connection with the COVID-19 outbreak and which currently still continue to

have a negative impact to our business and the economy.

These restrictions have adversely affected the Company’s sales,

results of operations and financial condition.

In response to the COVID-19 outbreak, the Company (a) has accelerated its research

and development activities, (b) is seeking to raise additional debt and/or equity financing to support working capital requirements,

and (c) continues to take steps to stabilize and increase revenues from the sale of its products.

a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating

costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the United States economy resumes to pre-COVID-19

conditions and (b) additional sources of working capital through operations or debt and/or equity financings are realized.

financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating

expenses and the costs to perform required clinical studies in connection with the sale of its products.

The Company does not

have any assets to pledge for the purpose of borrowing additional capital.

In addition, the Company relies on its ability to produce

and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes

to its customers.

The Company’s current market capitalization, common stock liquidity and available authorized shares may

hinder its ability to raise equity proceeds.

The Company anticipates that future sources of funding, if any, will therefore be

costly and dilutive, if available at all.

view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying

consolidated balance sheet assumes that (1) the effects of the COVID-19 crisis resume to pre-COVID-19 market conditions, (2) the

Company will be able to establish a stabilized source of revenues, (3) obligations to the Company’s creditors are not accelerated,

(4) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring

ongoing obligations, (5) the Company is able to continue to produce products or obtain products under supply arrangements which

are in compliance with current and future regulatory guidelines, (6) the Company is able to continue its research and development

activities, particularly in regards to remaining compliant with the FDA and the safety and efficacy of its products, and (7) the

Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations

through debt or equity sources.

is no assurance as to when the adverse impact to the United States and worldwide economies resulting from the COVID-19 outbreak

will be eliminated, if at all, and whether any new or recurring pandemic outbreaks will occur again in the future causing similar

or worse devastating impact to the United States and worldwide economies and our business.

In addition, there is no assurance

that the Company will be able to complete its revenue growth strategy, its expected required research and development activities

or otherwise obtain sufficient working capital to cover ongoing cash requirements.

Without sufficient cash reserves, the Company’s

ability to pursue growth objectives will be adversely impacted.

Furthermore, despite significant effort since July 2015, the Company

has thus far been unsuccessful in achieving a stabilized source of revenues.

As described above, the COVID-19 crisis has significantly

impaired the Company and the overall Unites States and World economies.

If revenues do not increase and stabilize, if the COVID-19

crisis is not satisfactorily managed and/or resolved or if additional funds cannot otherwise be raised, the Company might be required

to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S.

As of October 31, 2020, based on the factors described above, the Company concluded that there was substantial doubt

about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

Sheet Arrangements

liquidity is not dependent on the use of off-balance sheet financing arrangements (as that term is defined in Item 303(a) (4)

(ii) of Regulation S-K) and as of October 31, 2019 and through the date of this report, we had no such arrangements.

Issued Financial Accounting Standards

were no recently issued financial accounting standards that would have an impact on the Company’s financial statements.

Accounting Policies

audited consolidated financial statements reflect the selection and application of accounting policies which require us to make

significant estimates and judgments.

See Note 2 to our audited consolidated financial statements included in this Annual Report

on Form 10-K, “Summary of Significant Accounting Policies”.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

a “smaller reporting company,”

as defined by Item 10 of Regulation S-K, we are not required to provide the information

required by this item of Form 10-K.

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 5. Market for Registrant’s Common Equity