What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2021-02-08 compared with 2020-10-16 · 1199 added, 2101 removed, 200 unchanged (94% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Organicell Regenerative Medicine, Inc.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TO CONSOLIDATED FINANCIAL STATEMENTS

Regenerative Medicine, Inc.

Reports of Independent Registered Public Accounting Firm

5 unchanged sentences

Notes to Consolidated Financial Statements

REPORT OF INDEPENDENT REGISTERED PUBLIC

ACCOUNTING FIRM

To the Shareholders and Board of Directors

Organicell Regenerative Medicine, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Organicell Regenerative Medicine, Inc.

(the “Company”) as of October 31, 2019 and 2018, the related

consolidated statements of operations, changes in stockholders’

deficit and cash flows for each of the two years in the period

ended October 31, 2019, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2019

and 2018, and the results of its operations and its cash flows for each of the two years in the period ended October 31, 2019,

in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph –

The accompanying consolidated financial

statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 3, the

Company has a significant working capital deficiency, has incurred significant losses and needs to raise additional funds to meet

its obligations and sustain its operations.

These conditions raise substantial doubt about the Company's ability to continue as

a going concern.

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Regenerative Medicine, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Organicell Regenerative Medicine, Inc.

(the “Company”)

as of October 31, 2020 and 2019, the related consolidated statements of operations, changes in stockholders’

cash flows for each of the two years in the period ended October 31, 2020, and the related notes ( collectively referred

to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects,

the financial position of the Company as of October 31, 2020 and 2019, and the results of its operations and its cash flows for

each of the two years in the period ended October 31, 2020, in conformity with accounting principles generally accepted in the

United States of America.

Paragraph –

Going Concern

accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 3, the Company has a significant working capital deficiency, has incurred significant losses and

needs to raise additional funds to meet its obligations and sustain its operations.

These conditions raise substantial doubt about

the Company's ability to continue as a going concern.

Management's plans in regard to these matters are also described in Note

The consolidated financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company's management.

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made

by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provides

a reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor

Fort Lauderdale, FL

October 15, 2020

Organicell Regenerative Medicine, Inc.

CONSOLIDATED BALANCE SHEETS

As of October 31, 2019 and 2018

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company's

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight

Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits

to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not

for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to

error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provides a reasonable basis for our opinion.

have served as the Company’s auditor since 2015

Lauderdale, FL

February 5, 2021

Regenerative Medicine, Inc.

BALANCE SHEETS

of October 31, 2020 and 2019

Current Assets

3 unchanged sentences

Property and equipment, net

Other assets –

Security deposits

4 unchanged sentences

Notes payable

Capital lease obligations

Advances from affiliate

Finance lease obligations

Operating lease obligations

Convertible debentures

Deferred revenue

Liabilities attributable to discontinued operations

Total Current Liabilities

Long term capital lease obligations

Long term finance lease obligations

Long term operating lease obligations

Commitments and contingencies

7 unchanged sentences

Total Stockholders’

deficit attributable to Organicell Regenerative Medicine, Inc.

Non-controlling interest

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

The accompanying notes are an integral

part of these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended October 31, 2019

The accompanying notes are an integral part of these consolidated financial statements.

Regenerative Medicine, Inc.

STATEMENTS OF OPERATIONS

the Years Ended October 31, 2020 and 2019

Year Ended October 31,

2 unchanged sentences

Loss from operations

(12,437,941 )

Other income (expense)

Interest expense

Reduction of derivative liabilities

Loss before income taxes

(12,582,967 )

Provision for income taxes

Net income (loss) attributable to the non-controlling interest

(12,582,967 )

Net loss attributable to the non-controlling interest

Net loss attributable to Organicell Regenerative Medicine, Inc.

3 unchanged sentences

Weighted average number of common shares outstanding - basic and diluted

The accompanying notes are an integral part

of these consolidated financial statements.

accompanying notes are an integral part of these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED CHANGES TO

STOCKHOLDERS’

For the Years Ended October 31, 2019

Preferred Stock

Total Stockholders’

Stockholders’

CONSOLIDATED CHANGES TO STOCKHOLDERS’

For the Years

Ended October 31, 2019 and 2020

Stockholders'

To Organicell

Balance October 31, 2018

2 unchanged sentences

$ (1,214,826 )

Cancellation of preferred stock in connection with Reorganization

Acquisition of non-controlling interest

Proceeds from sale of common stock

Exercise of cashless warrants

Sale of common stock

Exchange of debt obligations

Stock-based compensation

Executive forgiveness of employment obligations in connection with Reorganization

Net income (loss)

Acquisition of non-controlling interests

Balance October 31, 2019

(16,285,222 )

Proceeds from sale of common stock

Exchange of debt obligations

Sale of common stock

Conversion of debt and accrued interest

Stock based-compensation

Acquisition of non-controlling interests

Net income (loss)

Exchange of debt

(12,582,967 )

Balance October 31, 2020

3 unchanged sentences

The accompanying notes are an integral part of these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended October 31, 2019

Year Ended October 31,

Regenerative Medicine, Inc.

STATEMENTS OF CASH FLOWS

the Years Ended October 31, 2020 and 2019

Ended October 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Bad debt expense

Allowance for escrow receivable reserve

Interest expense on conversion of debt

Stock-based compensation

Interest expense paid in kind

Amortization of debt discount

Settlement of executive employment obligations

Gain on sale of Anu assets

Reduction of derivative liabilities

Interest payment in kind

Changes in operating assets and liabilities:

3 unchanged sentences

Accrued liabilities to management

Deferred rent

Security deposits

Deferred revenue

2 unchanged sentences

Purchase of fixed assets

Purchase of non-controlling interests in Mint Organics

Proceeds from the sale of Anu assets

Net cash provided by (used in) investing activities

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of notes payable & debentures

Payments on notes payables

Payments on capital leases

Proceeds from sale of common stock and warrants

Proceeds from issuance of notes payable

Payments on finance lease

Repayments of notes payable

Proceeds from sale of common stock

Net cash provided by financing activities

Increase in cash

Cash at beginning of year

Cash at end of year

Cash at beginning of period

Cash at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

2 unchanged sentences

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Executive forgiveness of employment obligations in connection with Reorganization

Outstanding SPA and other obligations satisfied in connection with the Sale

Capital lease obligations

Conversion of debt into common stock

Finance lease obligations

Operating lease –

right of use assets

Conversion of debt and accrued interest into common stock

The accompanying notes are an integral part of these consolidated financial statements.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 –

ORGANIZATION AND DESCRIPTION

Organicell Regenerative Medicine, Inc.

REGENERATIVE MEDICINE, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

Regenerative Medicine, Inc.

(formerly Biotech Products Services and Research, Inc.) (“Organicell”

or the “Company”) was incorporated

on August 9, 2011 in the State of Nevada.

Until October 30, 2015, the Company’s business included the designing, manufacturing,

and selling vending tricycles for commercial customers.

Since June 2015, the Company has been engaged in the health care industry,

principally focusing on supplying products and services related to the growing field of regenerative anti-aging medicine.

On April 23, 2018, the Company and Management

and Business Associates, LLC, a Florida limited liability company (“MBA”), executed a Plan and Agreement of Reorganization

(“Reorganization”), whereby the Company issued to MBA an aggregate of 222,425,073 shares of its common stock of the

Company, representing at the time 51% of the outstanding shares of common stock of the Company on fully-diluted basis, for $0.001

per share (or an aggregate of $222,425), in consideration for Mr.

Manuel Iglesias’

agreement to serve as the Company’s

Chief Executive Officer (“CEO”) and a member of the Board of the Company.

The Reorganization was effective as of April

13, 2018 (“Effective Date”).

The Reorganization also provided for the cancelation and termination of the Company’s

previously issued and outstanding Series A Preferred Stock and Series B Preferred Stock.

As a result of the above Reorganization,

MBA acquired at the time a controlling interest of the Company (see Note 5).

On May 21, 2018, the Company filed a Certificate

of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research,

to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”).

As discussed in Note 12,

the Name Change has not yet been effectuated in the marketplace by the Financial Industry Regulatory Agency (“FINRA”).

For the year ended October 31, 2019, the

Company principally operated through General Surgical of Florida, Inc., a Florida corporation (“General Surgical”)

and wholly owned subsidiary, with a business purpose to sell cellular therapy products to doctors and hospitals.

During the year ended October 31, 2019,

the Company revenues were principally derived from the sale and distribution of regenerative biologic therapies based on amnion

placental tissue derived products to doctors and hospitals.

For the period November 1, 2018 through April 2019, the Company sold

products produced and supplied through third party supply agreements.

During February 2019, the Company began arranging to operate

a new laboratory facility for the purpose of performing research and development, production and manufacturing of anti-aging and

cellular therapy products.

This new laboratory facility became operational in May 2019 and during the same period, the Company

began producing and distributing the products that are being sold to its customers.

NOTE 2 –

SUMMARY OF SIGNIFICANT

ACCOUNTING POLICIES

Basis of Presentation

The consolidated financial statements include

the accounts of the Company and its wholly-owned and majority owned subsidiaries.

All significant intercompany accounts and transactions

have been eliminated.

Concentrations of Credit Risk

The balance sheet items that potentially

subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable.

Balances in accounts

are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution.

At October 31,

2019, the Company did not have any cash balances in financial institutions in excess of FDIC insurance coverage.

During the fiscal year ended October 31,

2019, the Company had one customer that accounted for approximately $206,400 of revenues (12.2%).

No other customer accounted for

more than 10% of the total revenues for the year ended October 31, 2019.

During the period November 1, 2018 through

April 30, 2019, the Company purchased finished goods inventory that was sold to customers from two suppliers, of which each accounted

for approximately $29,000 and $65,000 or 31.0% and 69.0%, respectively, of the total amount of finished goods inventory purchased

during that period.

During the May 1, 2019 through October

31, 2019, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each

accounted for approximately $61,000 and $47,500 or 56.0% and 44.0%, respectively, of the total amount of tissue raw material purchased

during that period.

The Company’s sales and supply agreements

are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability

of raw materials and/or products from other suppliers.

Since May 1, 2019, the Company manufactured and distributed proprietary

products that reduce exposure from the reliance on third party suppliers of inventory but increased exposure of reliance on raw

materials and other supplies used in the manufacturing of its products.

Use of Estimates

The preparation of financial statements

in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the

financial statements and the reported amounts of revenues and expenses during the year.

Management bases its estimates on historical

experience and on other assumptions considered to be reasonable under the circumstances.

However, actual results may differ from

the estimates.

Cash Equivalents

The Company considers all highly liquid

investments with maturities of three months or less when purchased to be cash equivalents.

Accounts Receivable

Accounts receivable are recorded at fair

value on the date revenue is recognized.

The Company provides allowances for doubtful accounts for estimated losses resulting from

the inability of its customers to repay their obligation.

If the financial condition of the Company's customers were to deteriorate,

resulting in an impairment of their ability to repay, additional allowances may be required.

The Company provides for potential

uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing

market conditions.

The policy for determining past due status

is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days.

Once collection efforts

by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made.

the year ended October 31, 2019 and 2018, the Company recorded bad debt expense of $10,635 and $62,420, respectively.

Inventory is stated at the lower of cost

or net realizable value using the average cost method.

We provide reserves for potential excess, dated or obsolete inventories

based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf

At October 31, 2019, we determined that there were not any reserves required in connection with our finished goods.

Property and Equipment

Property and equipment are stated at cost.

Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets.

or the “Company”)

was incorporated on August 9, 2011 in the State of Nevada.

The Company is a clinical-stage biopharmaceutical company principally

focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and to provide other

related services.

Our proprietary products are derived from perinatal sources and are principally used in the health care industry

administered through doctors and clinics (collectively, the “Providers”).

May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s

name from Biotech Products Services and Research, Inc.

to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the

“Name Change”).

As discussed in Note 12, the Name Change has not yet been effectuated in the marketplace by the Financial

Industry Regulatory Agency (“FINRA”).

the year ended October 31, 2020, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation

(“General Surgical”) and wholly owned subsidiary, with a business purpose to sell therapeutic products to Providers.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries.

significant intercompany accounts and transactions have been eliminated.

Reclassifications

advances from affiliates previously included in accrued liabilities to management at October 31, 2019 have been reclassified to

conform with the current financial statement presentation.

Concentrations

of Credit Risk

balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts

Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000

per institution.

At October 31, 2020, the Company held cash balances in one financial institution in excess of FDIC insurance

coverage limits.

the fiscal year ended October 31, 2020, the Company did not have any customer that accounted for more than 10% of the total revenues

for the year ended October 31, 2020.

During the fiscal year ended October 31, 2019, the Company had one customer that accounted

for approximately $206,400 of revenues (12.2%).

No other customer accounted for more than 10% of the total revenues for the year

ended October 31, 2019.

the fiscal year ended October 31, 2020, the Company purchased the tissue raw material used in manufacturing of its products from

two suppliers, of which each accounted for approximately $179,000 and $30,000 or 85.6% and 14.4%, respectively, of the total amount

of tissue raw material purchased during that period.

During the period November 1, 2018 through April 30, 2019, the Company purchased

finished goods inventory that was sold to customers from two suppliers, of which each accounted for approximately $29,000 and

$65,000 or 31.0% and 69.0%, respectively, of the total amount of finished goods inventory purchased during that period.

the May 1, 2019 through October 31, 2019, the Company purchased the tissue raw material used in manufacturing of its products

from two suppliers, of which each accounted for approximately $61,000 and $47,500 or 56.0% and 44.0%, respectively, of the total

amount of tissue raw material purchased during that period.

Company’s sales and supply agreements are non-exclusive and the Company does not believe it has any exposure based on the

customers of its products and/or the availability of raw materials and/or products from other suppliers.

preparation of financial statements in conformity with generally accepted accounting principles of the United States requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent

assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.

Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances.

However, actual results may differ from the estimates.

Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents.

receivable are recorded at fair value on the date revenue is recognized.

The Company provides allowances for doubtful accounts

for estimated losses resulting from the inability of its customers to repay their obligation.

If the financial condition of the

Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required.

The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical

collection experience adjusted for existing market conditions.

policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30

or net 60 days.

Once collection efforts by the Company and its collection agency are exhausted, the determination for charging

off uncollectible receivables is made.

For the year ended October 31, 2020 and 2019, the Company recorded bad debt expense of

$340 and $10,635, respectively.

is stated at the lower of cost or net realizable value using the average cost method.

We provide reserves for potential excess,

dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders,

as well as product shelf life.

At October 31, 2020, we determined that there were not any reserves required in connection with

our finished goods.

and Equipment

and equipment are stated at cost.

Depreciation and amortization are provided using the straight-line method over the estimated

useful lives of the related assets.

The estimated useful lives of property and equipment range from 3 to 15 years.

Upon sale or retirement, the cost and related accumulated

depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results

of operations.

Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations

Revenue Recognition

Effective November 1, 2018, the Company

adopted FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers”

requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the

Company required under the contracts.

retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and

the resulting gain or loss is included in results of operations.

Repairs and maintenance charges, which do not increase the useful

lives of the assets, are charged to operations as incurred.

Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with

Customers”

which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance

obligations of the Company required under the contracts.

The Company applied the new standard using a modified retrospective approach.

The Company recognizes revenue only when

it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive

in exchange for the good or service.

Our performance obligations are satisfied and control is transferred at a point-in-time,

which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s

satisfactory acceptance of the product shipment or delivery.

Due to the nature of the Company’s sales transactions, this

adoption did not have any impact to the Company’s financial statements for the year ended October 31, 2019.

Net Income (Loss) Per Common Share

Basic income (loss) per common share is

calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares

during the period.

Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders

by the diluted weighted average number of shares outstanding during the year.

The diluted weighted average number of shares outstanding

is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

At October 31, 2019, the Company had 4,529,371

common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because

their inclusion is anti-dilutive for the year ended October 31, 2019.

At October 31, 2018, the Company had 3,647,484 common shares

issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion

is anti-dilutive for the year ended October 31, 2018.

Stock-Based Compensation

All stock-based payments to employees,

including grants of employee stock options, are recognized in the financial statements based on their fair values.

Stock options and warrants issued to consultants

and other non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value

of the option or warrant.

The Company is required to file a consolidated

tax return that includes all of its subsidiaries.

Provisions for income taxes are based on

taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred

income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for future

tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax basis and operating loss carryforwards.

Deferred income tax expense represents the change during the period

in the deferred tax assets and deferred tax liabilities.

Deferred tax assets and liabilities are measured using enacted tax rates

expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the

period that includes the enactment date.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management,

it is more likely than not that some or all of the deferred tax assets will not be realized.

The Company accounts for uncertain tax

positions in accordance with FASB Topic 740 –

Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects

the consideration it expects to receive in exchange for the good or service.

Our performance obligations are satisfied and control

is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there

is evidence of our customer’s satisfactory acceptance of the product shipment or delivery.

Income (Loss) Per Common Share

income (loss) per common share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted

average number of common shares during the period.

Diluted earnings per share is calculated by dividing the Company's net income

available to common shareholders by the diluted weighted average number of shares outstanding during the year.

The diluted weighted

average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt

October 31, 2020, the Company had 9,500,000 common shares issuable upon the exercise of warrants that were not included in the

computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2020.

31, 2019, the Company had 4,529,371 common shares issuable upon the exercise of warrants that were not included in the computation

of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2019.

stock-based payments to employees, including grants of employee stock options, are recognized in the financial statements based

on their fair values.

options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted

for based upon the estimated fair value of the option or warrant.

and Development Costs

and development costs consist of direct and indirect costs associated with the development of the Company’s technologies.

costs are expensed as incurred.

Our research and development expenses were $233,526 and $54,863 for the years ended October 31,

2020 and 2019, respectively.

The research and development costs primarily relate to the filing and approval of IND applications

and the performance of clinical trials.

Company is required to file a consolidated tax return that includes all of its subsidiaries.

for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax

reporting purposes and deferred income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities

are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing

assets and liabilities and their respective tax basis and operating loss carryforwards.

Deferred income tax expense represents

the change during the period in the deferred tax assets and deferred tax liabilities.

Deferred tax assets and liabilities are

measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected

to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results

of the operations in the period that includes the enactment date.

Deferred tax assets are reduced by a valuation allowance when,

in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized.

Company accounts for uncertain tax positions in accordance with FASB Topic 740 –

Income Taxes.

This pronouncement prescribes a recognition threshold and measurement

process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return.

The interpretation

also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure

and transition.

For the year ended October 31, 2019 the

Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during that period.

the year ended October 31, 2018 there was a change in ownership which caused a change in control under IRC Section 382 (“Section

382 event”).

Prior to the Section 382 event, the Company utilized a portion of its available net operating loss carryforwards

to offset income through that date mainly resulting from the sale of ANU.

Any remaining net operating losses which had been carried

forward from years ended October 31, 2017 and before the Section 382 event were lost.

There is a full valuation allowance for years

ended October 31, 2019 and 2018.

Since January 1, 2018, the nominal corporate

tax rate in the United States of America is 21 percent due to the passage of the "Tax Cuts and Jobs Act"

20, 2017 by the US Senate and House of Representatives.

Valuation of Derivatives

The Company evaluates its convertible instruments,

options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives

to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.”

The result of this accounting treatment

is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability.

that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income

Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date

and then that fair value is reclassified to equity.

Equity instruments that are initially classified as equity that become subject

to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification

We analyzed the derivative financial instruments in accordance with ASC 815.

The Company utilized Monte Carlo Simulation

models that value the derivative liability based on a probability weighted discounted cash flow model.

The Company utilized the

fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability)

could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced

or liquidation sale.

The derivative liabilities result in a

reduction of the initial carrying amount (as unamortized discount) of the Convertible Notes.

This derivative liability is marked-to-market

each quarter with the change in fair value recorded in the income statement.

Unamortized discount is amortized to interest expense

using the effective interest method over the life of the Convertible Note.

Fair Value of Financial Instruments

The Company includes fair value information

in the notes to financial statements when the fair value of its financial instruments is different from the book value.

book value approximates fair value, no additional disclosure is made.

The Company follows FASB ASC 820, Fair

Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures

about fair value measurements.

It defines fair value as the exchange price that would be received for an asset or paid to transfer

a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between

market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize

the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Company’s financial

instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt.

The estimated fair

value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these

The Company follows the provisions of ASC

820 with respect to its financial instruments.

As required by ASC 820, assets and liabilities measured at fair value are classified

in their entirety based on the lowest level of input that is significant to their fair value measurement.

The Company’s convertible

features associated with its promissory notes (see Note 9) which were required to be measured at fair value on a recurring basis

under of ASC 815 as of January 31, 2018, the date immediately prior to the event that eliminated the convertible instrument related

to the derivative liability, and October 31, 2017, were all measured at fair value using Level 3 inputs.

Level 3 inputs are unobservable

inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

as of January 31, 2018 and October 31, 2017:

Level one —

market prices in active markets for identical assets or liabilities;

Level two —

other than level one inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities,

quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data

for substantially the full term of the assets or liabilities;

Level three —

inputs that are supported by little or no market activity and developed using estimates and assumptions, which are developed by

the reporting entity and reflect those assumptions that a market participant would use.

The fair value hierarchy also

requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

Determining which category an asset or

liability falls within the hierarchy requires significant judgment.

The Company evaluates its hierarchy disclosures each quarter.

The Company’s derivative liability is measured at fair value on a recurring basis.

The Company classifies the fair value

of the derivative liability under level three.

Based on ASC Topic 815 and related guidance,

the Company concluded the common stock issuable pursuant to the conversion features of the convertible promissory notes are required

to be accounted for as derivatives as of the issue date due to a reset feature on the exercise price.

At the date of issuance common

stock derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar

characteristics or other valuation techniques.

The Company records the fair value of these derivatives on its balance sheet at

fair value with changes in the values of these derivatives reflected in the consolidated statements of operations as “change

in fair value of derivative liabilities.”

These derivative instruments are not designated as hedging instruments under ASC

815-10 and are disclosed on the balance sheet under Derivative Liabilities.

Further, and in accordance with ASC 815,

the embedded derivatives are revalued using a Monte Carlo Simulation model at issuance and at each balance sheet date and marked

to fair value with the corresponding adjustment as a “gain or loss on change in fair values”

in the consolidated statement

of operations.

The Company classifies the fair value of

these securities under level three of the fair value hierarchy of financial instruments.

Changes in the unobservable input values

would likely cause material changes in the fair value of the Company’s Level 3 financial instruments.

During the year ended October 31, 2018,

the Company recorded a gain of $265,597 associated with the change in fair value of the derivative liabilities from October 31,

The Company did not have any convertible

instruments outstanding at October 31, 2019 and 2018 that qualify as derivatives.

Subsequent Events

The Company has evaluated subsequent events

that occurred after October 31, 2019 through the financial statement issuance date for subsequent event disclosure consideration.

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.

NOTE 3 –

This pronouncement prescribes

a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected

to be taken in a tax return.

The interpretation also provides guidance on recognition, derecognition, classification, interest

and penalties, accounting in interim period, disclosure and transition.

the years ended October 31, 2020 and 2019 the Company incurred operating losses, and therefore, there was not any income tax expense

amount recorded during those periods.

There is a full valuation allowance for the years ended October 31, 2020 and 2019.

January 1, 2018, the nominal corporate tax rate in the United States of America is 21 percent due to the passage of the "Tax

Cuts and Jobs Act"

on December 20, 2017 by the US Senate and House of Representatives.

of Derivatives

Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded

components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and

Hedging.”

The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance

sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair value

is recorded in the statement of operations as other income (expense).

Upon conversion or exercise of a derivative instrument,

the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Equity instruments

that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities

at the fair value of the instrument on the reclassification date.

Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities

is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares

will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving

the first allocation of shares.

Company currently has 1,500,000,000 authorized shares of common stock of which 992,207,783 shares are issued and outstanding.

As described in Note 10, the Company approved the filing of an amendment to the Articles of Incorporation of the Company to increase

the authorized shares of common stock from 1,500,000,000 to 2,500,000,000 (“Amendment”).

The Company expects that

it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third

parties, performance incentives and as compensation to its employees.

Upon the effectiveness of the Amendment referred to above,

expected to be February 9, 2021, the Company will have a sufficient amount of authorized shares to meet all contingently obligated

issuances of common stock under existing arrangements.

Value of Financial Instruments

Company includes fair value information in the notes to financial statements when the fair value of its financial instruments

is different from the book value.

When the book value approximates fair value, no additional disclosure is made.

Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring

fair value and enhances disclosures about fair value measurements.

It defines fair value as the exchange price that would be received

for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability

in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy

which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair

The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and

convertible debt.

The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts

due to the short-term nature of these instruments.

Company follows the provisions of ASC 820 with respect to its financial instruments.

As required by ASC 820, assets and liabilities

measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value

Quoted market prices in active markets for identical assets or liabilities;

Inputs other than level one inputs that are either directly or indirectly observable such as quoted prices for

similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated

by observable market data for substantially the full term of the assets or liabilities;

three —

Unobservable inputs that are supported by little or no market activity and developed using estimates and assumptions,

which are developed by the reporting entity and reflect those assumptions that a market participant would use.

fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs

when measuring fair value.

which category an asset or liability falls within the hierarchy requires significant judgment.

The Company evaluates its hierarchy

disclosures each quarter.

Company did not have any convertible instruments outstanding at October 31, 2020 and October 31, 2019 that qualify as derivatives.

and Finance Lease Obligations

November 1, 2019, the Company adopted Accounting Standards Update (ASU) No.

2016-02 (Topic 842) (“ASC 842”), that

requires organizations that lease assets to recognize assets and liabilities on the balance sheet and provide updated disclosures

related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating

The Company adopted the new standard using a modified retrospective approach.

The modified retrospective approach included

a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing

to classify for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified.

the provisions of ASC 842, the Company is required to recognize a right of use (“ROU”) asset and corresponding lease

liability for all operating leases upon commencement of the lease.

The Company’s policy is to treat operating leases that

have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of

exercise, consistent with the lease recognition approach as previously outlined under ASC 840.

In addition, month to month leases

which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition

approach as previously outlined under ASC 840.

The Company has established a capitalization threshold of $15,000 in determining

whether any future operating leases will be capitalized.

The adoption of ASC 842 resulted in the Company retrospectively recording

a ROU asset and corresponding operating lease obligation of $55,777 on November 1, 2018.

Company has evaluated subsequent events that occurred after October 31, 2020 through the financial statement issuance date for

subsequent event disclosure consideration.

GOING CONCERN

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.

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,

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.

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.

NOTE 4 –

SALE AND TRANSFER OF

ANU MANUFACTURING ASSETS

Effective February 5, 2018 (“Closing

Date”), Vera Acquisition LLC, a Utah limited liability company ("Vera"), Organicell, ANU and General Surgical,

executed an Asset Purchase Agreement ("Purchase Agreement") pursuant to which ANU sold to Vera (“Sale”) their

right, title and interest in certain tangible and other assets associated with its manufacturing operations, including prepaid

expenses, raw and finished goods inventory, a long term lease for ANU’s laboratory facility in Sunrise, Florida (including

associated security deposits), furniture and equipment, and certain intellectual property rights.

General Surgical transferred

its rights to certain third-party distribution agreements between General Surgical and distributors of products manufactured by

ANU (“Sold Assets”) in exchange for a cash payment of $950,000 and the execution of a long-term distribution agreement

with Organicell (“Organicell Distribution Agreement”) described below.

In connection with the Sale, Vera received credit

for $100,000 previously paid to ANU for prepaid product supply that was not yet delivered to Vera as of the Closing Date.

In connection with the Sale, the Company

was required to use cash proceeds from the Sale to satisfy and extinguish all of the Notes outstanding related to the SPA as of

the date of the Sale, totaling approximately $762,477 (comprised of $527,778 of face value of the Notes outstanding, $8,589 of

accrued and unpaid interest from January 1, 2018 through the date of the Sale, $211,111 of prepayment penalties and $15,000 for

reimbursement of legal fees), which were secured by a first priority lien on all of the Company’s assets, and to be used

to pay all of ANU’s remaining trade accounts payable outstanding as of the Closing Date.

In addition, the Purchase Agreement

required ANU to fund the placental donor tissue costs that were required by Vera to process additional product subsequent to the

Closing to replace the shortfall of the actual inventory product amounts as of the Closing Date and the specified inventory quantities

provided for in the Purchase Agreement.

The Purchase Agreement also required ANU to escrow $47,500 (5%) of the cash purchase price

and for General Surgical to escrow, subsequent to the Closing Date, up to $47,500 from collections of accounts receivable that

were existing as of the Closing Date for a period of 90 days subsequent to the Closing Date to cover pre-closing related liabilities

of ANU that were not identified as of the Closing Date, if any, and other obligations of ANU associated with the Purchase Agreement.

Effective upon the closing of the Sale,

Werber and Mr.

Suddarth each entered into a separation and general release agreement with the Company, which provided for the

immediate resignation of Dr.

Werber and Mr.

Suddarth of all their respective executive and board of director positions held with

Organicell and/or any of Organicell’s subsidiaries, and settlement of all obligations of each party to the other pursuant

to the respective employment agreements, including the release of all rights the Company may have held in any intellectual property

Werber and Mr.

Suddarth and any non-compete restrictions on Dr.

Werber and Mr.

In connection with such releases,

Werber and Mr.

Suddarth each agreed to forfeit all warrants previously granted and outstanding (a total of 77,150,000 warrants

to purchase shares of common stock of the Company), forfeit any and all accrued and unpaid amounts owing under the employment agreements

for past due wages, benefits, severance obligations, unreimbursed expenses and any other obligations owing to one another as of

the Closing Date (totaling $906,515) in exchange for a grant of 7,500,000 newly issued shares of restricted common stock of the

Company to each of Dr.

Werber and Mr.

Suddarth, with a fair value of $83,250, based on the closing price of the common stock of

the Company on the date of the Sale.

In connection with the Sale, ANU and General

Surgical retained all cash on-hand as of the Closing Date and General Surgical retained all accounts receivable existing at the

Closing Date, trademarks and inventory associated with the distribution of its “Organicell”

product, and certain agreements

between General Surgical and distributors of the ANU products that General Surgical intends to continue to supply after the Closing

Date pursuant to the Organicell Distribution Agreement.

After the completion of the Sale, the Company remained in the business

of selling and distributing regenerative biologic therapies based on amnion placental tissue derived products to doctors and hospitals

but was required to depend on third party supply agreements, rather than from products manufactured internally by ANU, for the

supply of these advanced biologically processed cellular and tissue based products.

During February 2019, the Company began arranging

to operate a new laboratory facility for the purpose of performing research and development, production and manufacturing of anti-aging

and cellular therapy products.

This new laboratory facility became operational in May 2019 and during the same period, the Company

began producing and distributing the products that are being sold to its customers.

Notice Of Change In Vera Operations

During August 2018, Vera notified the Company

that it had sold most of the principal assets acquired in the Sale to another entity, that it was no longer in the business originally

acquired in connection with the Sale and that it was no longer able to supply products to the Company.

As a result, since that

date, up thru May 2019, the date Organicell began again producing products internally, the Company has entered into other short-term

supply agreements with other third-party manufacturers to provide it with the products it sells to its customers.

Since Vera’s disposition of the assets

originally acquired in connection with the Sale as described above, the Company has yet to receive any payments from Vera associated

with the original escrow deposit of $47,500 that was withheld from the proceeds from the Sale.

Due to the uncertainty of Vera’s

ability and/or desire to repay the escrow receivable amount outstanding to the Company, the Company has recorded a reserve for

the full amount of escrow receivable totaling $47,500 during the fourth quarter ended October 31, 2018.

NOTE 5 –

REORGANIZATION

On April 23, 2018, the Company and MBA,

executed a Plan and Agreement of Reorganization (“Reorganization”) whereby the Company agreed to issue to MBA an aggregate

of 222,425,073 shares of its common stock, representing at the time 51% of the outstanding shares of common stock of the Company

on fully-diluted basis, for $0.001 per share, in consideration for Mr.

Manuel Iglesias’

agreement to serve as the Company’s

Chief Executive Officer and a member of the Board of the Company.

The Reorganization was effective as of April 13, 2018.

The Company has recorded $2,758,071 of

stock compensation expense associated with the issuance of the shares referred to above for Mr.

Iglesias’s agreement to serve

as the Company’s Chief Executive Officer.

As a result of the above transactions, MBA obtained a controlling interest in the

voting and equity interests of the Company.

Iglesias is the sole Manager of MBA and thus may be deemed to control MBA.

Since the date of the Reorganization, MBA’s interests held in the equity of the Company have been reduced from 51.0% to approximately

Under the terms of the Reorganization,

as of the Effective Date:

Iglesias replaced Albert Mitrani as Chief Executive Officer of the Company.

Iglesias and Richard Fox were appointed as members to the Board of Directors of the Company.

Fox resigned in May 2019 and Mr.

Robert Zucker was appointed to fill his vacancy.

Zucker resigned from the Board of Directors

in April 2020.

Ian Bothwell and Maria Mitrani resigned from the Board of Directors of the Company.

was re-appointed to the Board of Directors of the Company during August 2019.

Bothwell was re-appointed to the Board during

September 2019.

Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to terminate their respective employment

agreements in favor of new employment agreements.

In connection with the new employment agreements, Mr.

Mitrani agreed to serve

as the Company’s President, Ian Bothwell agreed to remain Chief Financial Officer and Maria Mitrani agreed to remain Chief

Science Officer of the Company.

Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to the cancellation of their 100 shares

of the Company’s Series A Preferred Stock.

In addition, the Company agreed that it would cancel the Certificates of Designation

for the Company’s Series A Preferred Stock and Series B Preferred Stock.

The Company agreed to terminate Sections 4.08(c) and 4.08(d) of the Company’s Second Amended

and Restated By-Laws which had required supermajority approval of the Board for certain corporate actions.

Ian Bothwell and Maria Mitrani exercised, on a cashless basis, all of their warrants for 48,624,561

and 21,757,895, respectively, shares of common stock of the Company based on the exercise price of $0.001 and the closing price

of the Company’s common stock on the Effective Date.

Ian Bothwell and Maria Mitrani were granted an additional 4,675,439 and 2,092,105, respectively,

shares of common stock of the Company (see Note 12).

Albert Mitrani, Ian Bothwell and Maria Mitrani each agreed to release the Company for all amounts

owed to them for unpaid salaries through the Effective Date and advances and/or expenses incurred prior to December 31, 2017 totaling

NOTE 6 –

Inventories totaled $77,963 and $0 at October

31, 2019 and October 31, 2018, respectively.

October 31, 2019

October 31, 2018

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.

Raw materials and supplies

1 unchanged sentence

Total inventories

NOTE 7 - PROPERTY AND EQUIPMENT

October 31, 2019

October 31, 2018

5 - PROPERTY AND EQUIPMENT

Computer equipment

Finance lease equipment

Manufacturing equipment

accumulated depreciation and amortization

accumulated depreciation

Total property and equipment, net

Depreciation expense totaled $14,794 and

$7,835 for the years ended October 31, 2019 and 2018, respectively.

During March 2019, the Company entered

into a lease agreement for certain lab equipment in the amount of $239,595.

Under the terms of the lease agreement, the Company

is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes.

Under the Lease Agreement, the Company has

the right to acquire all of the leased equipment for $1.00.

As a result, the lease agreement is being accounted for as a capital

lease obligation.

March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595.

Under the terms of

the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes.

Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00.

As a result, the lease agreement

is being accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease is 4.5%.

The leased equipment is being depreciated

over their estimated useful lives of 15 years.

NOTE 8 –

leased equipment is being depreciated over their estimated useful lives of 15 years.

expense totaled $36,775 and $14,794 for the years ended October 31, 2020 and 2019, respectively.

LEASE OBLIGATIONS

Lab Facility:

connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida,

during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for

an approximately 450 square foot laboratory and a 100 square foot administrative office facility.

Monthly lease payments are approximately

$5,200 plus administrative fees and taxes.

In connection with the Miami Lab Lease, the Company was required to post a security

deposit of $6,332.

During November 2020, the Company entered into an additional month to month lease agreement in the same facility

as the Miami Lab Lease for an additional 390 square foot laboratory.

Monthly lease payments are approximately $4,400 plus administrative

fees and taxes.

Lease Obligations:

March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595.

Under the terms of

the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes.

Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00.

As a result, the lease agreement

is being accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease is 4.5%.

leased equipment are being depreciated over their estimated useful lives of 15 years.

minimum lease payments pursuant to the Finance Lease are as follows:

Year Ended October 31,

Total undiscounted finance lease payments

imputed interest

Present value of finance lease liabilities

Lease Obligations:

Administrative

Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned

The monthly rental rate is $2,900.

On November 1, 2018, in connection with the adoption of ASC 842, the Company

recorded a ROU asset and corresponding operating lease obligation of $55,777.

During July 2020, the Company entered into an extension

of the operating lease agreement.

The lease term is for an additional 36 months beginning July 1, 2020, with a monthly rental

rate of $3,500.

The present value of the associated leased payments based on an assumed borrowing rate of 4.5% was $117,659.

expense for the years ended October 31, 2020 and 2019 was $35,117 and $32,964, respectively.

minimum lease payments pursuant to the office lease are as follows:

Ended October 31,

Total undiscounted operating lease payments

imputed interest

Present value of operating lease liabilities

October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO.

lease expires on September 30, 2021 and does not provide for any renewal terms.

Under the terms of the lease.

The Company is required

to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease

RELATED PARTY TRANSACTIONS

Effective February 5, 2018, Dr.

Werber’s

Suddarth’s executive employment agreements were terminated and the parties entered into a settlement agreement providing

for the release of all obligations owed to Dr.

Werber and Mr.

Suddarth as of the date of the Sale in exchange for each receiving

a grant for 7,500,000 shares of common stock of the Company.

On April 6, 2018, Dr.

Mitrani’s and Mr.

Bothwell’s executive

employment agreements were amended to modify the exercise price of their outstanding warrants under certain conditions.

April 13, 2018, Mr.

February 26, 2020, April 25, 2020 and June 29, 2020, Mr.

Mitrani’s, Dr.

Mitrani’s and Mr.

Bothwell’s executive employment agreements were terminated

and replaced with new executive employment agreements.

On February 26, 2020, April 25, 2020 and June 29, 2020, Mr.

Mitrani’s,

Mitrani’s and Mr.

Bothwell’s employments agreement were further amended.

See Note 14 for a more detailed description

of the executive employment agreements and the respective amendments referred to above.

In connection with the Reorganization,

Bothwell and Dr.

Mitrani each agreed to exercise on a cashless basis all of their warrants to purchase 53,300,000 and 23,850,000

shares of common stock of the Company, respectively.

Based on the closing price of the Company’s common stock on the Effective

Date of $0.012 per share and the warrant exercise price of $0.001 per share, Mr.

Bothwell and Dr.

Mitrani were required to use

4,675,439 and 2,092,105 shares of common stock received from the exercise of the warrants, respectively, to pay for the exercise

price for exercising all of the warrants (see Note 13).

Effective April 13, 2018, Mr.

Mitrani were each granted 4,675,439 and 2,092,105 shares of common stock of the Company, respectively.

The newly granted

shares vest immediately and were valued at $57,975 and $25,942, respectively, based on the closing trading price of the common

stock on the effective date of the grant.

In connection with the previous appointment

of an independent member to the Board of Directors of the Company, during August 2019, the Board approved the issuance to the director

of 5,000,000 shares of unregistered common stock valued at $0.028 per share, the closing price of the common stock of the Company

on the grant date.

Effective February 26, 2020, Mr.

was granted cashless warrants to purchase 7,500,000 shares of common stock of the Company.

The newly granted warrants vest immediately,

have an exercise price of $0.028 per share and are exercisable for ten years from the effective date of the grant.

During April 2020, June 2020, August 2020

and September 2020, each of the current executives of the Company, Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell and George Shapiro

(“Current Executives”) were granted rights under the Management and Consultant Performance Plan (“MCPP”)

to receive common stock of the Company based on the achievement of certain defined milestones.

In addition, during June 2020, each

of the current non-executive members of the Board were granted rights under the MCPP to receive common stock of the Company based

on the achievement of certain defined milestones (see Note 12).

The Company’s corporate administrative

offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

The term of the lease

has been extended through June 2023.

The current monthly rent is $2,900 and beginning July 2020, the monthly rent increases to

Bothwell’s employment

agreements were amended.

See Note 12 for a more detailed description of the executive employment agreements and the respective

amendments referred to above.

February 26, 2020, Mr.

Bothwell was granted cashless warrants to purchase 7,500,000 shares of common stock of the Company.

newly granted warrants vest immediately, have an exercise price of $0.028 per share and are exercisable for ten years from the

effective date of the grant.

April 2020, June 2020, August 2020 and September 2020, each of the current executives of the Company, Albert Mitrani, Dr.

Mitrani, Ian Bothwell and Dr.

George Shapiro (“Current Executives”) were granted rights under the Management and Consultant

Performance Plan (“MCPP”) to receive common stock of the Company based on the achievement of certain defined milestones.

In addition, during June 2020, each of the current non-executive members of the Board were granted rights under the MCPP to receive

common stock of the Company based on the achievement of certain defined milestones (see Note 10).

Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned

The term of the lease has been extended through June 2023.

The current monthly rent is $2,900 and beginning July

2020, the monthly rent increased to $3,500.

The Company paid a security deposit of $5,000.

In connection with Mr.

Bothwell’s

executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled

Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.).

On February 5, 2018, in connection with

the Sale (see Note 4), all amounts owed to the Mr.

Bothwell and Dr.

Werber in connection with the SPA were repaid.

On February 5, 2018, in connection with

Werber’s resignation and termination, Dr.

Werber agreed to the forfeit and the cancellation of the 100 shares of the

Series A Preferred Stock previously issued.

Effective April 13, 2018, in connection with the Reorganization, Mr.

Mitrani each agreed to the forfeit and cancellation of their 100 shares of the Series A Preferred Stock.

On April 6, 2018, Peter Taddeo resigned

as a member of the Board of Directors of the Company and as the Chief Executive Officer and member of the board of directors of

the Mint Organics Entities.

In connection with Mr.

Taddeo’s resignation, Mr.

Taddeo entered into a Separation and General

Release Agreement (“Taddeo Separation Agreement”) whereby Mr.

Taddeo agreed to release the Mint Organics Entities from

all obligations in connection with the Taddeo Agreement and all other agreements and/or financial obligations between the parties

related to the Taddeo’s employment or services performed with any of Mint Organics Entities.

In consideration for Taddeo

entering into the Taddeo Separation Agreement, the Mint Organics Entities paid Taddeo $5,000 and Mr.

Bothwell paid $3,000 to Taddeo

for the purchase of the 1,000,000 shares of common stock of the Company that were granted to Taddeo in connection with the Taddeo

Contemporaneously with the execution of the Taddeo Separation Agreement, the Company and Mr.

Taddeo entered into a Share

Purchase and General Release Agreement whereby the Company agreed to purchase from Mr.

Taddeo his 150 shares of Mint Series A Preferred

Stock for an aggregate purchase price of $40,000 (see Note 15).

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 in exchange for 4,400,000 shares of common stock of the Company.

As described in Note 5, on April 23, 2018,

the Company and MBA executed a Plan and Agreement of Reorganization.

As a result of the Reorganization, MBA acquired at the time

a controlling interest of the Company.

Iglesias is the sole Manager of MBA and thus may be deemed to control MBA.

For the year ended October 31, 2019 and

2018, the total amount of sales to customers related to our board of director members and/or employees of the Company totaled $71,650

and $19,550, respectively.

From time to time, Mr.

Iglesias and Mr.

Bothwell and/or their respective affiliates have advanced funds to the Company to pay for certain expenses of the Company.

October 31, 2019, $220,897 and $48,184 are owed to Mr.

Iglesias and Mr.

Bothwell and/or their respective affiliates, respectively.

In addition, the Company has not provided Mr.

Bothwell required salary payments since July 2018.

At October 31, 2019, salary amounts

owed to Albert Mitrani, Dr.

Total rent expense for the year ended

October 31, 2020 and 2019 was $37,200 and $34,800, respectively.

October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO.

lease expires on September 30, 2021 and does not provide for any renewal terms.

Under the terms of the lease.

The Company is required

to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease

connection with Mr.

Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies,

LLC, a company owned and controlled by Mr.

Bothwell for office rent and other direct expenses (phone, internet, copier and direct

administrative fees, etc.) totaling $24,788 for the year ended October 31, 2020.

the year ended October 31, 2020 and 2019, the total amount of sales to customers related to our board of director members and/or

employees of the Company totaled $95,455 and $71,650, respectively.

time to time, Mr.

Bothwell and/or his respective affiliates have advanced funds to the Company to pay for certain expenses of

As of October 31, 2020, $1,965 is owed to Mr.

Bothwell and/or his respective affiliates.

In addition, at October

31, 2020, salary amounts owed to Albert Mitrani, Dr.

Mari Mitrani and Ian Bothwell were $216,436, $233,655 and $649,407, respectively

As described in Note 9, Mr.

provided a personal guaranty in connection with amounts required to paid under the Credit Facility.

During 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 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.

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.

During September 2018, in consideration

George Shapiro agreeing to serve as the Company’s Chief Medical Officer (“CMO”) and render other medical

consulting and advisory services to the Company, the Board approved the issuance to the CMO of 2,500,000 shares of common stock.

In connection with the CMO’s appointment to the Board of Directors of the Company during February 2019, during February 2019

and August 2019, the Board approved the issuance to the CMO of 2,000,000 and 3,000,000 shares, respectively, of common stock.

February 26, 2020, the Company agreed to immediately grant the CMO 5,000,000 shares of common stock in recognition of past services

provided to the Company through February 2020.

In addition, the Company agreed to enter into a consulting agreement with the CMO

to provide ongoing services to the Company.

The CMO will receive compensation of $82,250 annually, commencing March 1, 2020.

term of the consulting agreement is one year, with automatic renewals for annual periods thereafter unless prior written notice

is provided by either party of the desire to terminate.

In connection with Mr.

Robert Zucker’s

resignation as a member of the Board of Directors of the Company in April 2020, the Board approved the issuance to Mr.

736,808 shares of unregistered common stock of the Company valued at $0.022 per share, the closing price of the common stock of

the Company on the grant date ($16,210).

NOTE 9 - NOTES PAYABLE

Private Placement Of Convertible

On June 20, 2018, the Company issued a

total of $150,000 of convertible 6% debentures (“150,000 Debentures”) to an accredited investor.

The principal amount

of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 are payable on the 10 th business

day subsequent to June 30, 2019, unless the payment of the $150,000 Debentures are prepaid at the sole option of the Company, are

converted as provided for under the terms of the $150,000 Debentures (see below), and/or accelerated due to an event of default

in accordance with the terms of the $150,000 Debentures.

Interest on the $150,000 Debentures for each calendar quarter ended beginning

with the quarter ended June 30, 2018 is payable on the 10 th business day following the immediately prior calendar quarter.

On August 10, 2018, the Company issued

a total of $100,000 of convertible 6% debentures (“100,000 Debentures”) to two accredited investors.

The principal

amount of the $100,000 Debentures, plus accrued and unpaid interest through July 31, 2019 are payable on the 10 th business

day subsequent to July 31, 2019, unless the payment of the $100,000 Debentures are prepaid at the sole option of the Company, are

converted as provided for under the terms of the $100,000 Debentures (see below), and/or accelerated due to an event of default

in accordance with the terms of the $100,000 Debentures.

Interest on the $100,000 Debentures for each calendar quarter ended beginning

with the quarter ended October 31, 2018 is payable on the 10 th business day following the immediately prior calendar

During October 2018, the Company issued

a total of $70,000 of convertible 6% debentures (“70,000 Debentures”) to two accredited investors.

The principal amount

of the $70,000 Debentures, plus accrued and unpaid interest through September 30, 2019 are payable on the 10 th business

day subsequent to September 30, 2019, unless the payment of the $70,000 Debentures are prepaid at the sole option of the Company,

are converted as provided for under the terms of the $70,000 Debentures (see below), and/or accelerated due to an event of default

in accordance with the terms of the $70,000 Debentures.

Interest on the $70,000 Debentures for each calendar quarter ended beginning

with the quarter ended December 31, 2018 is payable on the 10 th business day following the immediately prior calendar

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 are payable on the 10 th business day subsequent to

June 30, 2020, unless the payment of the $30,000 Debenture is prepaid at the sole option of the Company, is converted as provided

for under the terms of the $30,000 Debenture (see below), and/or accelerated due to an event of default in accordance with the

terms of the $30,000 Debenture.

Interest on the $30,000 Debenture for each calendar quarter ended beginning with the quarter ended

June 30, 2019 is payable on the 10 th business day following the immediately prior calendar quarter.

Under the terms of the $150,000 Debentures,

the $100,000 Debentures, the $70,000 Debentures and the $30,000 Debenture (collectively referred to as the “Convertible Debentures”),

the Company is permitted to issue additional convertible 6% debentures up to a maximum aggregate principal amount of $1,000,000

of convertible 6% debentures, all of like tenor except as to the issuance date which shall be determined based on the date that

additional convertible debentures are issued, if any.

The Company used the proceeds from the Convertible Debentures totaling $350,000

for general working capital purposes.

The Convertible Debentures may be prepaid

at any time by the Company in whole or in part without penalty upon 30 days written notice but not to exceed 60 days (“Repayment

Notice”) at a price equal to the principal amount outstanding of the Convertible Debentures’

elected to be repaid by

the Company, plus all unpaid and accrued interest up through the date of prepayment provided in the Repayment Notice (“Prepayment

Date”).

The Convertible Debentures (the principal

and all accrued but unpaid interest thereon) contained provisions that under certain conditions, provided the ability of the holders

of the Convertible Debentures at their option at any time, from time to time to convert into shares of the common stock of the

The conversion prices were based on the Company completing a contemplated pending reverse split at the Company’s

sole discretion (which the Company elected not to pursue) or at conversion prices greatly in excess of the historical prices of

the Company’s common stock and reasonably expected prices of the Company’s common stock to be realized during the term

of the Convertible Debentures.

As a result, none of the Convertible Debentures have been or are expected to be converted in accordance

with their conversion provisions.

The contingent rights to convert for certain of the convertible debentures did not result in

any underlying value attributable to the fair value of the embedded derivatives liabilities associated with respective Convertible

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).

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).

As a result of the above conversions, the

principal amount of Convertible Debentures outstanding as of October 31, 2019 was $220,000.

These remaining Convertible Debentures

were not repaid on their required maturity dates.

On June 25, 2020, the Company entered into

a settlement and general release agreement with the holder of the $50,000 Debenture whereby the Company is required to repay the

balance of the $50,000 Debenture in eight monthly installments of $6,250 plus outstanding accrued interest beginning June 30, 2020

and consulting fees owed to Dr.

George Shapiro were $54,833.

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.

Allen Meglin at $0.03 per share, $0.10 per share and

$0.08 per share, respectively, for an aggregate purchase price of $127,251 (see Note 10).

October 10, 2019, the Company and Michael Carbonara, a director of the Company agreed to a convertible funding facility arrangement

(“Funding Facility”) whereby Mr.

Carbonara or its designee funded the Company $500,000.

The Funding Facility was converted

into 40,000,000 shares of newly issued restricted common stock of the Company on February 12, 2020, issued to Republic Asset Holdings

LLC, a Company controlled by Mr.

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 (see Note 10).

February 26, 2020, the Company agreed to immediately grant Dr.

George Shapiro, the Company’s Chief Medical Officer (“CMO”)

5,000,000 shares of common stock in recognition of past services provided to the Company through February 2020.

In addition, the

Company agreed to enter into a consulting agreement with the CMO to provide ongoing services to the Company.

The CMO will receive

compensation of $82,250 annually, commencing March 1, 2020.

The term of the consulting agreement is one year, with automatic renewals

for annual periods thereafter unless prior written notice is provided by either party of the desire to terminate.

connection with Mr.

Robert Zucker’s resignation as a member of the Board of Directors of the Company in April 2020, the

Board approved the issuance to Mr.

Zucker of 736,808 shares of unregistered common stock of the Company valued at $0.022 per share,

the closing price of the common stock of the Company on the grant date (see Note 10).

May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr.

Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 shares of unregistered common stock valued

at $0.115 per share, the closing price of the common stock of the Company on the grant date (see Note 10).

December 21, 2020, the Company granted a bonus of $50,000 and 15,000,000 shares of common stock of the Company each to Mr.

Mitrani and Mr.

Bothwell and 1,000,000 shares of common stock of the Company each to Mr.

Carbonara and Dr.

Allen Meglin (see

8 - NOTES PAYABLE

Placement Of Convertible Debentures

June 20, 2018, the Company issued a total of $150,000 of convertible 6% debentures (“150,000 Debentures”) to an accredited

The principal amount of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 were payable

on the 10 th business day subsequent to June 30, 2019, unless the payment of the $150,000 Debentures were prepaid at

the sole option of the Company, were converted as provided for under the terms of the $150,000 Debentures, and/or accelerated

due to an event of default in accordance with the terms of the $150,000 Debentures.

Interest on the $150,000 Debentures for each

calendar quarter ended beginning with the quarter ended June 30, 2018 is payable on the 10 th business day following

the immediately prior calendar quarter.

The $150,000 Debentures have not yet been repaid as required.

August 10, 2018, the Company issued a total of $100,000 of convertible 6% debentures (“100,000 Debentures”) to two

accredited investors.

The principal amount of the $100,000 Debentures, plus accrued and unpaid interest through July 31, 2019

are payable on the 10 th business day subsequent to July 31, 2019, unless the payment of the $100,000 Debentures are

prepaid at the sole option of the Company, are converted as provided for under the terms of the $100,000 Debentures.

on the $100,000 Debentures for each calendar quarter ended beginning with the quarter ended October 31, 2018 is payable on the

10 th business day following the immediately prior calendar quarter.

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).

October 2018, the Company issued a total of $70,000 of convertible 6% debentures (“70,000 Debentures”) to two accredited

The principal amount of the $70,000 Debentures, plus accrued and unpaid interest through September 30, 2019 were payable

on the 10 th business day subsequent to September 30, 2019.

The $70,000 Debentures were not paid on the required maturity

On June 25, 2020, the Company entered into a settlement and general release agreement with the holder of the $50,000 Debenture

(one of the two holders that participated in the $70,000 Debentures described above), whereby the Company is required to repay

the balance of the $50,000 Debenture in eight monthly installments of $6,250 plus outstanding accrued interest beginning June

30, 2020 and ending on January 31, 2021.

During October 2020, the Company and the

holder of the $20,000 debenture (one of the two holders that participated in the $70,000 Debentures described above), agreed to

convert the principal amount of the $20,000 debenture plus interest accrued and unpaid through the date of the conversion totaling

approximately $20,100 into 160,000 shares of common stock of the Company (approximately $0.125 per share representing a discount

to the trading price of $0.278 as of the effective date of the transaction).

Unsecured Promissory Note

On February 5, 2019, the Company entered

into an unsecured loan agreement with a third party with a principal balance of $25,000.

During October 2020, the Company and the holder of the $20,000 debenture (one of the

two holders that participated in the $70,000 Debentures described above), 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 (approximately $0.125 per share).

The conversion price was at a discount to the trading price of

$0.278 as of the effective date of the transaction, resulting in additional interest costs of $24,180, which have been recorded

during the year ended October 31, 2020.

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 are payable on the 10 th

business day subsequent to June 30, 2020, unless the payment of the $30,000 Debenture is prepaid at the sole option of the

Company, is converted as provided for under the terms of the $30,000 Debenture (see below), and/or accelerated due to an event

of default in accordance with the terms of the $30,000 Debenture.

Interest on the $30,000 Debenture for each calendar quarter

ended beginning with the quarter ended June 30, 2019 is payable on the 10 th business day following the immediately

prior calendar quarter.

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).

Promissory Note

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.

The loan was not repaid on the maturity date as required.

The third party

subsequently agreed to apply amounts due for invoices due from third party for future purchases of the Company products to the

extent of the outstanding balances owed by the Company in connection with the loan (interest and principal).

Credit Facility

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 purposes.

Iglesias provided a personal guaranty in connection with amounts required to paid under the Credit Facility.

Capital Lease Obligations

During March 2019, the Company entered

into a lease agreement for certain lab equipment in the amount of $239,595.

Under the terms of the lease agreement, the Company

is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes.

Under the Lease Agreement, the Company has

the right to acquire all of the leased equipment for $1.00.

As a result, the lease agreement is being accounted for as a capital

lease obligation.

The annual interest rate charged in connection with the lease is 4.5%.

The leased equipment are being depreciated

over their estimated useful lives of 15 years.

Funding Facility

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.

Mint Organics Inc.

On June 22, 2017, Mint Organics entered

into an unsecured loan agreement with a third party (“Third Party”) with a principal balance of $60,000, an annual

interest rate of 10%, and all accrued and unpaid interest and outstanding principal were due on the one-year anniversary of the

The third party subsequently

agreed to apply amounts due for invoices due from third party for future purchases of the Company products to the extent of the

outstanding balances owed by the Company in connection with the loan (interest and principal).

As of October 31, 2020, the remaining

amount due under this arrangement was approximately $4,392.

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 was fully repaid on November 2, 2020.

terms of the Credit Facility, the Company was required to make weekly payments averaging approximately $2,541 (payments totaling

The effective annual interest rate was approximately 45.67%.

Proceeds received from the Credit Facility were used for

working capital purposes.

Iglesias, who at the time was the Company’s Chief Executive Officer, provided a personal guaranty

in connection with amounts required to paid under the Credit Facility.

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 restricted common stock of the Company (“Converted

Stock”) 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 issued the Noteholder the Converted Stock to the Noteholders designated

entity, Republic Asset Holdings LLC.

Company determined the fair value of the Converted Stock in accordance with ASC 820, which was determined to be approximately

As a result, the Company has recorded additional interest expense in the amount of $94,170, as of the date of conversion,

representing the amount of the discount to the fair value of the Converted Stock associated with the conversion of the Funding

Facility obligation totaling $505,230 on the date of conversion (principal and accrued interest).

Organics Inc.

June 22, 2017, Mint Organics entered into an unsecured loan agreement with a third party (“Third Party”) with a principal

balance of $60,000, an annual interest rate of 10%, and all accrued and unpaid interest and outstanding principal were due on

the one-year anniversary of the note.

The loan was not repaid on the maturity date as required.

8 unchanged sentences

expense for the years ended October 31, 2020 and 2019 was $0 and $4,349, respectively.

NOTE 10 –

DERIVATIVE LIABILITIES

In connection with the sale of debt or

equity instruments, the Company may sell options or warrants to purchase our common stock.

In certain circumstances, these options

or warrants may be classified as derivative liabilities, rather than as equity.

Additionally, the debt or equity instruments may

contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to

be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities

are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges

or credits to income in the period in which the changes occur.

For options, warrants and bifurcated embedded derivative features

that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices

of financial instruments with similar characteristics or other valuation techniques.

The valuation techniques require assumptions

related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend

yield, and the expected volatility of our common stock price over the life of the instrument.

The Company classifies the fair value of

these securities under level three of the fair value hierarchy of financial instruments.

The fair value of the derivative liability

was calculated using a Monte Carlo Simulation model that values the liability of the Convertible Notes based on a risk neutral

valuation where the price of the option is its discounted expected value.

The technique applied generates a large number of possible

(but random) price paths for the underlying (or underlyings) via simulation, and then calculate the associated conversion value

"payoff") of the note (limited by a percentage of trading volume) for each path.

These payoffs are then averaged

and discounted to the date of valuation resulting in the fair value of the option.

In connection with the Sale, the underlying

debt instrument associated with the derivative liability was paid in full without utilization of any of the conversion features

associated with the debt instrument.

During the year ended October 31, 2018, the Company recorded a gain of $265,597 associated

with the change in fair value of the derivative liabilities from October 31, 2017.

NOTE 11 —

The Company files a consolidated federal

income tax return that includes all of its subsidiaries.

For the year ended October 31, 2019, the Company incurred operating losses,

and therefore, there was not any current income tax expense amount recorded during that period.

During the year ended October 31,

2018 there was a change in ownership which caused a change in control under IRC Section 382 (“Section 382 event”).

Prior to the Section 382 event, the Company utilized a portion of its available net operating loss carryforwards to offset income

through that date mainly resulting from the sale of ANU.

The consolidated provision for income taxes

for October 31, 2019 and 2018 consists of the following:

Company files a consolidated federal income tax return that includes all of its subsidiaries.

For the years ended October 31,

2020 and 2019, the Company incurred operating losses, and therefore, there was not any current income tax expense amount recorded

during those periods.

consolidated provision for income taxes for October 31, 2020 and 2019 consists of the following:

$ (2,626,791 )

Change in Valuation Allowance

Effective tax rates differ from the federal

statutory rate of 21% for 2019 and the blended rate of 23.17% for 2018 applied to income before income taxes.

tax rates differ from the federal statutory rate of 21% for 2020 and 2019 applied to income before income taxes.

A reconciliation

federal statutory tax amount to the Company’s effective tax amount is as follows:

October 31, 2019

October 31, 2018

Tax at federal statutory rate

$ (2,642,423 )

State taxes, net of federal benefit

Permanent differences

Effect of change in income tax rate

Section 382 limitation

Total income tax expense (benefit)

Change in valuation allowance

The Company had a federal net operating

loss carryover of $1,060,732 as of October 31, 2019.

On December 22, 2017, the United States enacted into law the Tax Cuts and

Jobs Act (“TCJA”).

This law provides for a comprehensive overhaul of the corporate income tax code, including amongst

other provisions, a reduction of the statutory corporate tax rate from 34% to 21%, effective on January 1, 2018, and an indefinite

carryforward of net operating losses arising from tax years ending after December 31, 2017 limited to a deduction of 80% of taxable

FASB ASC 740, Income Taxes , requires that the effects of changes in tax rates be recognized in the period enacted.

As a result, we remeasured our deferred tax assets and liabilities to reflect the new statutory federal rate of 21% which resulted

in a net adjustment of approximately $1.1 million to deferred income tax expense for the year ended October 31, 2018.

This adjustment

was offset by a reduction in the valuation allowance.

The tax effects of temporary differences

and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows:

October 31, 2019

Company had a federal net operating loss carryover of $3,050,776 as of October 31, 2020.

tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company

were as follows:

Deferred Tax Assets:

9 unchanged sentences

Net deferred tax assets

FASB ASC 740 requires a valuation allowance

against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred

tax assets will not be realized.

At October 31, 2019 and October 31, 2018, the net deferred tax asset was offset by a full valuation

Pursuant to Code Sec.

382 of the Internal

Revenue Code (“the Code”), the utilization of net operating loss carryforwards may be limited as a result of a cumulative

change in stock ownership of more than 50% over a three-year period.

The Company underwent such a change in April 2018 and consequently,

the net operating loss carryforward was adjusted to write off the portion that will expire unused.

At October 31, 2018, the Company

had net operating losses approximating $395,000 which carry over indefinitely.

Certain of the above amounts reported for

the year ended October 31, 2018 have been revised to conform with the current year presentation and to reflect the actual amounts

that were reported in the Company’s tax filings.

IRS Penalties

The Company’s income tax returns

for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”)

until August 2017 (“Delinquent Filed Returns”).

The Company’s income tax returns for the tax year ended October

31, 2016 were filed with the IRS during December 2017.

In connection with the Delinquent Filed Returns, during the period September

2017 through October 2017, the Company received notices that it was being assessed approximately $90,000 of penalties, plus interest

(“IRS Penalties”), in connection with the late filing certain information returns that were included as part of the

Delinquent Filed Returns.

In connection with the notices, the IRS indicated its intent to levy property of the Company if the IRS

penalties were not paid as required.

During January 2018, the Company requested from the IRS an abatement of the IRS penalties

based on reasonable cause.

During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of

$20,000, plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 –

The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years

2012-2015 in its consideration of abatement.

During the period that the appeal is being reviewed and a determination is made by

the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties

that are still outstanding.

In connection with the notices, the Company has accrued $70,000 of accrued tax penalties on the balance

sheet as of October 31, 2019 and 2018.

NOTE 12 –

ASC 740 requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely

than not that some or all of the deferred tax assets will not be realized.

At October 31, 2020 and October 31, 2019, the net deferred

tax asset was offset by a full valuation allowance.

382 of the Internal Revenue Code (“the Code”), the utilization of net operating loss carryforwards may

be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period.

of the above amounts reported for the year ended October 31, 2019 have been revised to conform with the current year presentation

and to reflect the actual amounts that were reported in the Company’s tax filings.

Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed

with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”).

The Company’s

income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017.

In connection with the

Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being

assessed approximately $90,000 of penalties, plus interest (“IRS Penalties”), in connection with the late filing certain

information returns that were included as part of the Delinquent Filed Returns.

In connection with the notices, the IRS indicated

its intent to levy property of the Company if the IRS penalties were not paid as required.

During January 2018, the Company requested

from the IRS an abatement of the IRS penalties based on reasonable cause.

During April 2018, the IRS notified the Company that

the IRS penalties for the tax year ended 2011 of $20,000, plus interest, were abated and the request for abatement for the IRS

penalties for the tax years ended 2012 –

2015 were denied.

The Company is currently appealing the initial determination

by the IRS to exclude the IRS penalties for the tax years 2012-2015 in its consideration of abatement.

During the period that

the appeal is being reviewed and a determination is made by the IRS, the IRS has agreed to put a hold on taking any levy action

against the Company for the remaining amounts of the IRS Penalties that are still outstanding.

In connection with the notices,

the Company has accrued $70,000 of accrued tax penalties on the balance sheet as of October 31, 2020 and 2019.

CAPITAL STOCK

Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock in one or more designated series, each of

which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series

The Company’s board of directors is authorized, without stockholders’

approval, within any limitations

prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications,

preferences, limitations and terms of the shares of any series of preferred stock.

of October 31, 2020, there were no designations of Preferred Stock authorized or outstanding.

May 18, 2020 and May 19, 2020, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of

the Company and the stockholders having the voting equivalency of 50.30% of the outstanding capital stock, respectively, approved

the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from

750,000,000 to 1,500,000,000, without changing the par value of the common stock or authorized number and par value of “blank

Preferred Stock.

The Company is authorized to issue 10,000,000

shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish

the shares of each series of preferred stock from the shares of all other series and classes.

The Company’s board of directors

is authorized, without stockholders’

approval, within any limitations prescribed by law and the Company’s Articles

of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares

of any series of preferred stock.

Series A Non-Convertible Preferred

On November 1, 2016, the Company filed

a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares

of Preferred Stock, a class of Preferred Stock as “Series A Non-Convertible Preferred Stock”

consisting of 100 shares

Series A Certificate of Designation “).

On March 2, 2017, the Company filed with the Secretary of State of Nevada

an amendment to increase the number of shares provided for in the Series A Certificate of Designation from 100 shares to 400 shares.

Set forth below is a summary of the Series

A Certificate of Designation, as amended.

Generally, the outstanding shares of Series

A Non-Convertible Preferred Stock shall vote together with the shares of common stock and other voting securities of the Company

as a single class and, regardless of the number of shares of Series A Non-Convertible Preferred Stock outstanding, and as long

as at least one share of Series A Non-Convertible Preferred Stock is outstanding, such shares shall represent 80% of all votes

entitled to be voted at any annual or special meeting of stockholders of the Company or action by written consent of stockholders.

Each outstanding share of the Series A Non-Convertible Preferred Stock shall represent its proportionate share of the 80% which

is allocated to the outstanding shares of Series A Non-Convertible Preferred Stock.

The holders of shares of Series A Non-Convertible

Preferred Stock shall not be entitled to receive any dividends.

The Series A Non-Convertible Preferred

Stock shall, with respect to distribution rights on liquidation, winding up and dissolution, (i) rank senior to any of the shares

of common stock of the Company, and any other class or series of stock of the Company which by its terms shall rank junior to the

Series A Non-Convertible Preferred Stock, and (ii) rank junior to any other series or class of preferred stock of the Company and

any other class or series of stock of the Company which by its term shall rank senior to the Series A Non-Convertible Preferred

So long as any shares of Series A Non-Convertible

Preferred Stock are outstanding, the Company shall not alter or change any of the powers, preferences, privileges or rights of

the Series A Non-Convertible Preferred Stock, without first obtaining the approval by vote or written consent, in the manner provided

by law, of the holders of at least a majority of the outstanding shares of Series A Non-Convertible Preferred Stock, as to changes

affecting the Series A Non-Convertible Preferred Stock.

Issued Shares

On November 1, 2016, the Company issued

100 shares of its Series A Non-Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”)

On March 8, 2017, the Company issued 100 shares of the Series A Preferred Stock, to each of the COO, CSO and CFO.

connection with an independent valuation using the “Market Approach”, the Company determined that the value attributable

to the Series A Preferred Stock issued was nominal.

On February 5, 2018, in connection with

the COO’s resignation and termination, the COO agreed to forfeit and the cancellation of the 100 shares of the Series A Preferred

Stock previously issued.

Effective April 13, 2018, in connection

with the Reorganization, the CEO, CFO and CSO each agreed to forfeit and the cancellation their 100 shares of the Series A Preferred

Stock previously issued.

On June 6, 2018, the Company approved resolutions

to cancel and terminate the Series A Preferred Stock designation and file a certificate of amendment with the State of Nevada,

withdrawing the designation of the Series A Preferred Stock.

On June 14, 2018, the Company filed a Certificate of Withdrawal with

the Secretary of State of Nevada thereby withdrawing and terminating all previously issued designations of the Company’s

Series A Preferred Stock.

As a result of the aforementioned actions, as of June 14, 2018, there were no designations of Series

A Preferred Stock authorized or outstanding.

Series B Convertible Preferred Stock

On November 1, 2016, the Company filed

a Certificate of Designation with the Secretary of State of Nevada therein designating out of the 10,000,000 authorized shares

of Preferred Stock, a class of Preferred Stock as “Series B Convertible Preferred Stock”

consisting of 1,000,000 shares

(“Series B Certificate of Designation”).

Set forth below is a summary of the Series

B Certificate of Designation.

Each holder of Series B Preferred Stock

shall have the right, at such holder’s option, at any time or from time to time from and after the day immediately following

the date the Series B Preferred Stock is first issued, to convert each share of Series B Preferred Stock into 20 fully-paid and

non-assessable shares of common stock.

Except as specifically provided below,

the Series B Preferred Stock shall, with respect to dividend rights, rights on liquidation, winding up and dissolution, rank junior

to the Series A Non-Convertible Preferred Stock of the Company and senior to (i) all classes of common stock of the Company and

(ii) any class or series of capital stock of the Company hereafter created (unless, with the consent of the holder(s) of Series

B Preferred Stock).

Issued Shares

On June 6, 2018, the Company approved resolutions

to cancel and terminate the Series B Preferred Stock designations and file a certificate of amendment with the State of Nevada,

withdrawing the designation of the Series B Preferred Stock.

On June 14, 2018, the Company filed a Certificate of Withdrawal with

the Secretary of State of Nevada thereby withdrawing and terminating all previously issued designations of the Company’s

Series B Preferred Stock.

As a result of the aforementioned actions, as of June 14, 2018, there were no designations of Series

B Preferred Stock authorized or outstanding.

On May 8, 2018, the Board adopted resolutions

to (i) amend its Articles of Incorporation to reduce the number of authorized shares of common stock from 750,000,000 to 250,000,000

and (ii) reverse split the issued and outstanding shares of the Company’s common stock on a ratio of seventeen (17) current

shares for one (1) share of new shares.

On May 9, 2018, shareholders holding a majority in interest of the voting power of the

Company (86.9%) approved the amendment and the reverse stock split.

On June 1, 2018, the Company

filed a Company-Related Action Notification with FINRA (“Notification Form”) to provide notice of certain proposed

actions by the Company, including the amendment and reverse stock split.

However, due to the Company’s delinquency its Exchange

Act reports with the SEC at the time of the filing (by failing to file the October 31, 2017 Annual Report and its Quarterly Reports

for the quarters ended January 31, 2018 and April 30, 2018, FINRA did not announce or effectuate the Name Change or Reverse Split

in the marketplace.

On June 18, 2018, the Company filed a Certificate of Correction with the Secretary of State of Nevada to reverse

the amendments related to the Reverse Split.

FINRA has since informed the Company that a new Issuer Company-Related Notification

Form will be required to be submitted should the Company desire to effectuate the Name Change and Reverse Split in the future,

provided the Company is current in its Exchange Act filings.

At such time as FINRA processes the announcements, the Company will

effect the reverse split of its common stock and amend its Articles to reduce its authorized common stock.

On May 18, 2020 and May 19, 2020, pursuant

to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having

the voting equivalency of 50.30% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles

of Incorporation of the Company to increase the authorized amount of common stock from 750,000,000 to 1,500,000,000, without changing

the par value of the common stock or authorized number and par value of “blank check”

On June 2, 2020, the Company filed a Definitive 14C with the SEC regarding the corporate action.

On June 24, 2020, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary

of State of Nevada to effectuate the corporate action on June 24, 2020.

December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors

of the Company and the stockholders having the voting equivalency of 53.55% of the outstanding capital stock, respectively, approved

the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from

1,500,000,000 to 2,500,000,000, without changing the par value of the common stock or authorized number and par value of “blank

Preferred Stock.

On June 2, 2020,

the Company filed a Definitive 14C with the SEC regarding the corporate action.

On June 24, 2020, the Company filed a Certificate

of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate

action on June 24, 2020.

Issuances of Common Stock - Sales:

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

The aggregate grant date fair

value of the warrants issued in connection with these issuances were $6,600.

The proceeds were used for working capital.

During April 2019, the Company sold 5,102,000

shares of common stock to seven “accredited investors”

On January 19, 2021, the Company filed a Definitive 14C with the SEC regarding the corporate action.

On February 9, 2021, the Company intends to file the Certificate of Amendment to the Company’s Articles of Incorporation

with the Secretary of State of Nevada to effectuate the corporate action on February 9, 2021.

of Common Stock - Sales:

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 July 2019, the Company sold 2,500,000

shares of common stock to one “accredited investors”

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 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.

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.

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.

Allen Meglin 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 capital.

Certain of the above transactions were at sales prices that were at a discount to the trading prices as of

the effective dates of the transactions, resulting in additional stock-based compensation expense of $195,869, which has been

recorded during the year ended October 31, 2020.

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.

The sales price was at a discount to the trading price of $0.0269 as of the effective date of the transaction,

resulting in additional stock-based compensation expense of $34,500, which has been recorded during the year ended October 31,

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.

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.

Allen 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 capital.

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.

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”).

In connection with the Sale, the Company agreed that all of the proceeds from the Sale are to be deposited into a separate bank

account (“Sale Account”) of the Company and the proceeds are to be used exclusively to fund the costs associated with

the Company’s ongoing public company filing requirements, including audit, tax, valuation and legal fees.

The Company also

agreed to maintain the Sale Account with a minimum cash balance of $25,000 at all times until such time that the Company has filed

all required financial reports through the period ended July 31, 2021.

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 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.

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 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”).

In connection with the Sale, the Company

agreed that all of the proceeds from the Sale are to be deposited into a separate bank account (“Sale Account”) of

the Company and the proceeds are to be used exclusively to fund the costs associated with the Company’s ongoing public company

filing requirements, including audit, tax, valuation and legal fees.

The Company also agreed to maintain the Sale Account with

a minimum cash balance of $25,000 at all times until such time that the Company has filed all required financial reports through

the period ended July 31, 2021.

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.

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 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.

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 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.

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.

The proceeds were used for working capital.

Issuances of Common Stock –

Compensation:

On June 5, 2018, as further amended, the

Company and a third party (“Consultant”) entered into a consulting agreement whereby the Consultant agreed to provide

business development and other services to the Company (“Consulting Agreement”).

The Consulting Agreement terminated

on May 31, 2019.

Under the terms of the Consulting Agreement, the Company agreed to grant the Consultant 4,500,000 shares of common

stock of the Company (“Consultant Shares”).

The Consultant Shares vested as follows;

1,700,000 shares upon execution

of the Consultant Agreement;

1,700,000 shares on December 5, 2018;

and 1,100,000 shares on January 1, 2019.

The common stock was

valued at $0.017 per share based on the closing price of the common stock of the Company on the execution date of the Consulting

The Company has recorded $45,900, $18,580 and $12,020 of stock-based compensation expense on June 5, 2018, December

5, 2018 and January 1, 2019 respectively.

During September 2018, in consideration

for agreeing to serve as the Company’s Chief Medical Officer (“CMO”) and render other medical consulting and

advisory services to the Company, the Board approved the issuance to the CMO of 2,500,000 shares of unregistered common stock valued

at $0.0138 per share, the closing price of the common stock of the Company on that date.

The Company recorded $34,500 of stock-based

compensation expense based on the grant date fair value of these shares during the year ended October 31, 2018.

In connection with

the CMO’s appointment to the Board of Directors of the Company during February 2019, during February 2019 and August 2019,

the Board approved the issuance to the CMO of 2,000,000 and 3,000,000 shares, respectively, of unregistered common stock valued

at $0.025 per share and $0.028 per share, respectively, the closing price of the common stock of the Company on the grant dates.

The Company recorded $50,000 and $84,000, during the quarters ended April 30, 2019 and October 31, 2019, respectively, of stock-based

compensation expense based fair value of these shares on the grant date.

During the period November 1, 2018 through

January 31, 2019, in consideration for agreeing to render medical consulting and advisory services to the Company, the Board approved

the issuance to eight individuals an aggregate of 4,200,000 shares of unregistered common stock valued between $0.0055 and $0.0244

per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $28,680 of

stock-based compensation expense based on the grant date fair value of these shares during the quarter ended January 31, 2019.

During the period February 1, 2019 through

April 30, 2019, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved

the issuance to seven individuals an aggregate of 1,750,000 shares of unregistered common stock valued between $0.024 and $0.049

per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $55,500 of

stock-based compensation expense based on the grant date fair value of these shares during the quarter ended April 30, 2019.

During the period February 1, 2019 through

April 30, 2019, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to nine individuals an aggregate of 225,000 shares of unregistered common stock valued between $0.0265 and $0.080

per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $11,888 of

stock-based compensation expense based on the grant date fair value of these shares during the quarter ended April 30, 2019.

During the period May 1, 2019 through July

31, 2019, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved

the issuance to twelve individuals an aggregate of 3,475,000 shares of unregistered common stock (of which 2,000,000 of the common

stock issued shall vest over 36 months beginning July 2019) valued between $0.019 and $0.040 per share, the closing price of the

common stock of the Company on the respective grants dates.

The Company recorded $46,186 of stock-based compensation expense based

on the grant date fair value of these shares during the quarter ended July 31, 2019.

During the period May 1, 2019 through July

31, 2019, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to six individuals an aggregate of 2,675,000 shares of unregistered common stock valued between $0.023 and $0.040

per share, the closing price of the common stock of the Company on the respective grants dates.

of Common Stock –

Stock Compensation:

described in Note 12, upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered

common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance.

The VP Agreements also provide

each Sales Executives the right to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary

of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that

the VP Agreements remain in effect during the applicable quarterly period.

As of October 31, 2020, each Sales Executive has vested

an additional 2,250,000 Performance Shares (total 4,500,000).

The Company recorded stock-based compensation expense for each respective

quarterly period that the Performance Shares vested during the year ended October 31, 2020 of $52,500 (total $157,500).

described in Note 12, in connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000

shares of unregistered common stock (“Shares”) valued at $0.022 per share, the closing price of the common stock of

the Company on the grant date.

The Company recorded a total of $266,400 of stock-based compensation expense during the year ended

October 31, 2020 based on the vesting of the Shares (50% of the Shares vest as of the Effective Date of the Consultants Agreement

and 50% of the Shares vest on the six-month anniversary of the Consultants Agreement).

the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting

services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 shares of unregistered common

stock valued between $0.027 and $0.031 per share, the closing price of the common stock of the Company on the respective grants

The Company recorded $18,650 of stock-based compensation expense during the year ended October 31, 2020.

the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting

services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 shares of unregistered

common stock valued between $0.029 and $0.034 per share, the closing price of the common stock of the Company on the respective

grants dates.

The Company recorded $89,458 of stock-based compensation expense during the year ended October 31, 2020.

the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services

to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 shares of unregistered common stock

valued between $0.031 and $0.048 per share, the closing price of the common stock of the Company on the respective grants dates.

For certain of the issuances, the stock vests on January 31, 2021, provided the recipient remains engaged with the Company during

The Company recorded $27,809of stock-based compensation expense during the year ended October 31, 2020.

April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory

services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 shares of unregistered

common stock valued between $0.023 and $0.28 per share, the closing price of the common stock of the Company on the respective

grants dates.

The Company recorded $96,600 of stock-based compensation expense based on the grant date fair value of these shares

during the year ended October 31, 2020.

February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance

to the CMO of 5,000,000 shares of unregistered common stock valued at $0.028 per share, the closing price of the common stock

of the Company on the grant date.

The Company recorded $140,000 of stock-based compensation expense during the year ended October

31, 2020 based on the fair value of these shares on the grant date.

connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved

the issuance to the director of 736,808 shares of unregistered common stock valued at $0.022 per share, the closing price of the

common stock of the Company on the grant date.

The Company recorded $16,210 of stock-based compensation expense during the during

the year ended October 31, 2020 based on the fair value of these shares on the grant date.

May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr.

Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 shares of unregistered common stock valued

at $0.115 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $345,000 of

stock-based compensation expense based on the grant date fair value of these shares during the quarter ended July 31, 2019.

During May 2019, the Company entered into

a sales representation agreement (“Sales Rep Agreement”) with a third party (“Sales Representative”) to

market, promote and sell the Company’s products.

As part of the Sales Rep Agreement, the Company agreed to provide the Sales

Representative 1,000,000 million shares of common stock of the Company upon execution of the Sales Rep Agreement (valued at $0.035

per share, the closing price of the common stock of the Company on that date).

The Company recorded $35,000 of stock-based compensation

expense based on the grant date fair value of these shares during the quarter ended July 31, 2019.

The initial term of the Sales

Rep Agreement was one year, subject to earlier termination as provided for in the Sales Rep Agreement.

In addition, under the terms

of the Sales Rep Agreement, the Sales Representative was entitled to receive performance incentives for up to 10,500,000 million

additional shares of common stock of the Company based on the Sales Representative achieving certain future quarterly sales milestones.

None of the performance incentive shares were earned by the Sales Representative.

Effective September 30, 2019, the Sales Representative

and the Company mutually agreed to terminate the Sales Rep Agreement.

During the period August 1, 2019 through

October 31, 2019, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved

stock-based compensation expense during the quarter ended July 31, 2020 based on the fair value of these shares on the grant date.

In addition, the distribution agreement also provides for future stock incentives based on future sales that are generated by

the distributor based on a conversion price equal to 75% of the trading price of the common stock on the last day of the month

in which the incentive was earned.

May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”)

whereby the Advisor will provide financial advisory services (see Note 12).

As consideration, the Company agreed to issue the

Advisor 1,000,000 shares of common stock (“Grant”), of which 250,000 shares shall be fully vested as of the Effective

Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary

of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the

Agreement is in full effect during such vesting period(s) for the respective portion of the Grant.

In addition, Company agreed

to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04

per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective

Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month

anniversary of the Effective Date of the agreement, respectively, provided however that the Agreement is renewed and in full effect

during the applicable vesting period(s) for the respective portion of the grant.

Notwithstanding the above, any unvested Grant

or Warrants prescribed above will immediately become vested shares if (a) the Company concludes a transaction involving any of

the entities introduced by Advisor based on a transaction value greater than $5MM or (b) the Company completes any transaction

that results in a change in control or any financing transaction with an aggregate value of at least $25MM.

The Grant shares were

valued at $0.04 per share, the closing price of the common stock of the Company on the grant date.

The Company will record $10,000

of stock-based compensation expense during each quarter in which the Grant shares become vested based on the fair value of these

vested shares on the grant date.

During October 2020, the Company terminated the agreement with the Advisor as provided for under

the advisor agreement.

July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting

services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the

Company issued the consultant 5,000,000 shares of unregistered common stock valued at $0.05 per share, the closing price of the

common stock of the Company on the effective date of the agreement.

All of the shares granted vested immediately on the date of

The Company recorded $250,000 of stock-based compensation expense based on the grant date fair value of these shares

during the year ended October 31, 2020.

August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations

services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the

Company issued the consultants 300,000 shares and 25,000 shares, respectively, of unregistered common stock valued at $0.127 per

share, the closing price of the common stock of the Company on the effective date of the agreements.

The Company recorded a total

of $40,790 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October

October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to two individuals an aggregate of 230,000 shares of unregistered common stock valued between $0.035 and $0.17 per

1 unchanged sentence

The Company recorded $8,730 of stock-based

compensation expense during the quarter ended October 31, 2019.

During the period August 1, 2019 through

October 31, 2019, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board

approved the issuance to four individuals an aggregate of 5,350,000 shares of unregistered common stock valued between $0.029 and

$0.038 per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $162,700

of stock-based compensation expense during the quarter ended October 31, 2019.

In connection with the previous appointment

of an independent member to the Board of Directors of the Company, during August 2019, the Board approved the issuance to the director

of 5,000,000 shares of unregistered common stock valued at $0.028 per share, the closing price of the common stock of the Company

on the grant date.

The Company recorded $140,000 of stock-based compensation expense during the quarter ended October 31, 2019.

As described in Note 14, upon execution

of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued

at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company will record $35,000 of

stock-based compensation expense on the grant date for each issuance.

The VP Agreements also provide each Sales Executives the

right to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout

the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect

during the applicable quarterly period.

As of September 30, 2020, each Sales Executive has vested an additional 2,250,000 Performance

Shares (total 4,500,000).

The Company will record stock-based compensation expense for each respective quarterly period that the

Performance Shares vest of $52,500 (total $157,500).

As described in Note 14, in connection

with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 shares of unregistered common

stock (“Shares”) valued at $0.022 per share, the closing price of the common stock of the Company on the grant date.

The Company will record a total of $264,000 of stock-based compensation expense based on the vesting of the Shares (50% of the

Shares vest as of the Effective Date of the Consultants Agreement 50% of the Shares vest on the six-month anniversary of the Consultants

The Company recorded $132,000 of stock-based compensation expense on the grant date and $132,000 during the quarter

ended October 31, 2020.

During the period November 1, 2019 through

January 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board

approved the issuance to three individuals an aggregate of 650,000 shares of unregistered common stock valued between $0.027 and

$0.031 per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $18,650

of stock-based compensation expense during the three months ended January 31, 2020.

During the period February 1, 2020 through

April 30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to four individuals an aggregate of 2,725,000 shares of unregistered common stock valued between $0.029 and $0.034

per share, the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $89,650 of

stock-based compensation expense during the three months ended April 30, 2020.

During the period May 1, 2020 through July

31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to eight individuals an aggregate of 925,000 shares of unregistered common stock valued between $0.031 and $0.048

per share, the closing price of the common stock of the Company on the respective grants dates.

For certain of the issuances, the

stock vests on November 1, 2020, provided the recipient remains engaged with the Company during the period.

The Company recorded

$17,475 and $15,500 of stock-based compensation expense during the three months ended July 31, 2020 and on November 1, 2020, respectively.

During April 2020, May 2020, and September

2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the

issuance to eight individuals an aggregate of 950,000 shares of unregistered common stock valued between $0.023 and $0.28 per share,

the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $16,100, $6,900 and $56,600

of stock-based compensation expense based on the grant date fair value of these shares during the quarters ended April 30, 2020,

July 31, 2020 and October 31, 2020, respectively.

During February 2020, in recognition of

past services provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 shares of

unregistered common stock valued at $0.028 per share, the closing price of the common stock of the Company on the grant date.

Company recorded $140,000 of stock-based compensation expense during the quarter ended April 30, 2020 based on the fair value of

these shares on the grant date.

In connection with the resignation of an

independent member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808

shares of unregistered common stock valued at $0.022 per share, the closing price of the common stock of the Company on the grant

The Company recorded $16,210 of stock-based compensation expense during the quarter ended April 30, 2020 based on the fair

value of these shares on the grant date.

In connection with an agreement with an

independent distributor dated May 28, 2020, the Company agreed to grant the distributor 3,000,000 shares of unregistered common

stock valued at $0.115 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded

$345,000 of stock-based compensation expense during the quarter ended July 31, 2020 based on the fair value of these shares on

the grant date.

In addition, the distribution agreement also provides for future stock incentives based on future sales that are

generated by the distributor based on a conversion price equal to 75% of the trading price of the common stock on the last day

of the month in which the incentive was earned.

On May 15, 2020 (“Effective Date”),

the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial

advisory services (see Note 14).

As consideration, the Company agreed to issue the Advisor 1,000,000 shares of common stock (“Grant”),

of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the

Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth

month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for

the respective portion of the Grant.

In addition, Company agreed to grant 3-year warrants to the Advisor to purchase 6,000,000

shares of common stock of the Company at a purchase price of $0.04 per share (“Warrants”), of which Warrants to purchase

2,000,000 unrestricted shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining

Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement, respectively,

provided however that the Agreement is renewed and in full effect during the applicable vesting period(s) for the respective portion

of the grant.

Notwithstanding the above, any unvested Grant or Warrants prescribed above will immediately become vested shares

if (a) the Company concludes a transaction involving any of the entities introduced by Advisor based on a transaction value greater

than $5MM or (b) the Company completes any transaction that results in a change in control or any financing transaction with an

aggregate value of at least $25MM.

The Grant shares were valued at $0.04 per share, the closing price of the common stock of the

Company on the grant date.

The Company will record $10,000 of stock-based compensation expense during each quarter in which the

Grant shares become vested based on the fair value of these vested shares on the grant date.

During July 2020, the Company entered into

a consulting agreement with a third party to provide investment banking related consulting services for a minimum period of six

As consideration for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000

shares of unregistered common stock valued at $0.05 per share, the closing price of the common stock of the Company on the effective

date of the agreement.

All of the shares granted vested immediately on the date of issuance.

The Company recorded $250,000 of stock-based

compensation expense based on the grant date fair value of these shares during the quarter ended July 31, 2020.

During August 2020, the Company entered

into two separate consulting agreements with third parties to provide marketing and public relations services for a minimum period

of six months.

As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants

300,000 shares and 25,000 shares, respectively, of unregistered common stock valued at $0.127 per share, the closing price of the

common stock of the Company on the effective date of the agreements.

The Company recorded a total of $40,790 of stock-based compensation

expense based on the grant date fair value of these shares during the quarter ended October 31, 2020.

Issuances of Common Stock –

of warrants, Conversion of Debt and Exchanges:

During May 2019, the Company and holders

of the $100,000 Debentures agreed to convert the principal amount of $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).

During June 2019, the Company and the holder

of the $30,000 Debenture agreed to convert the principal amount of the $30,000 Debenture 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).

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).

May 1, 2019, the Company, Mint Organics and the holder of a promissory note issued by Mint Organics (see note 15) 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

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).

As more fully described in Note 9, 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 (approximately $0.013 per share representing a discount of 60.5% to the trading

price of $0.032 as of the effective date of the transaction).

During October 2020, the Company and the

holder of the $20,000 debenture (one of the two holders that participated in the $70,000 Debentures described above), agreed to

convert the principal amount of the $20,000 debenture plus interest accrued and unpaid through the date of the conversion totaling

approximately $20,100 into 160,000 shares of common stock of the Company (approximately $0.125 per share representing a discount

to the trading price of $0.278 as of the effective date of the transaction).

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,

compensation expense during the during the year ended October 31, 2020.

November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in

connection with the development of international research and development, sales and distribution and financing opportunities

for a period of six months.

As consideration for agreeing to provide the consulting services to the Company, the Company issued

the consultant 2,000,000 shares of fully vested unregistered common stock valued at $0.145 per share, the closing price of the

common stock of the Company on the effective date of the agreement.

The Company will record $290,000 of stock-based compensation

expense during the three months ended January 31, 2021.

November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved

the issuance to one individual an aggregate of 250,000 shares of unregistered common stock valued at $0.145 per share, the closing

price of the common stock of the Company on the respective grant dates.

The Company will record $36,225 of stock-based compensation

expense based on the grant date fair value of these shares during the quarter ended January 31, 2021.

December 2020, the Board approved the bonus of 47,675,000 shares of newly issued common stock to executive management (consisting

Mitrani and Mr.

Bothwell) totaling 45,000,000 shares;

non-executive Board members (consisting of Mr.

Meglin) totaling 2,000,000 shares;

administrative staff totaling 550,000;

and to several medical advisors totaling 125,000

The Company will record a total of $5,721,000 of stock-based compensation expense based on the grant date fair value of

these shares during the quarter ended January 31, 2021.

of Common Stock –

Exercise of warrants, Conversion of Debt and Exchanges:

more fully described in Note 8, 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 (approximately $0.013 per share).

more fully described in Note 8, during 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 (approximately $0.125 per share).

and Consultants Performance Stock Plan

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”).

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

Non-executive Board Bonus Shares

for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent

share issuances

each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell, and Dr.

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:

each non-executive Board member consisting of Dr.

Allen Meglin and Michael Carbonara

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

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.

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.

In the 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.

to the MCPP, a total of 293,000,000 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:

2 unchanged sentences

Michael Carbonara

The Company will record stock-based compensation

expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that

the respective milestone for the MCPP Shares were approved.

For the MCPP Shares approved on April 25, 2020, June 29, 2020, August

14, 2020 and September 23, 2020, the closing price of the common stock of the Company was $0.027, $0.056, $0.128 and $0.28, respectively.

In connection with the MCPP Shares that

have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly

were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares

were approved.

The Company will record a total of $3,915,000 of stock-based compensation expense during the quarter ended July

31, 2020 and $2,376,000 during the quarter ended October 31, 2020, respectively, based on the fair value of the actual MCPP Shares

NOTE 13 –

A summary of warrant activity for the years

ended October 31, 2019 and 2018 are presented below:

Weighted-average

Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the

fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved.

For the MCPP Shares approved

on April 25, 2020, June 29, 2020, August 14, 2020 and September 23, 2020, the closing price of the common stock of the Company

was $0.027, $0.056, $0.128 and $0.28, respectively.

connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares

approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company

on the date that those respective MCPP Shares were approved.

The Company recorded a total of $7,911,000 of stock-based compensation

expense during the year ended October 31, 2020, based on the fair value of the actual MCPP Shares awarded.

summary of warrant activity for the years ended October 31, 2019 and 2020 are presented below:

Exercise Price

4 unchanged sentences

Exercisable at October 31, 2019

Weighted-average

Exercise Price

1 unchanged sentence

Outstanding at October 31, 2019

(77,300,000 )

Expired/Forfeited

(77,150,000 )

Outstanding and exercisable at October 31, 2020

In connection with the Sale of ANU assets

on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Operating Officer, the Chief Operating

Officer agreed to forfeit 53,300,000 warrants to purchase shares of the Company’s common stock held at the time of the resignation

and the Company agreed to grant the Chief Operating Officer 7,500,000 shares of newly issued common stock of the Company.

In connection with the Sale of ANU assets

on February 5, 2018, and the immediate resignation and termination of the Company’s Chief Technology Officer, the Chief Technology

Officer agreed to forfeit 23,850,000 warrants to purchase shares of the Company’s common stock held at the time of the resignation

and the Company agreed to grant the Chief Technology Officer 7,500,000 shares of newly issued common stock of the Company.

In connection with the amendment to the

Chief Financial Officer’s employment agreement on April 6, 2018, the terms of the 31,800,000 and 21,500,000 warrants to purchase

common shares of the Company previously granted to the Chief Financial Officer described above were modified to provide that in

the event of an occurrence of a change in control or termination of the employment (as defined in the agreement), pursuant to the

terms thereof, the exercise price for all outstanding warrants granted to the Chief Financial Officer to purchase common stock

of the Company during the term of his employment agreement shall be reduced to $0.001 per share.

The Company valued the repricing

of the warrants based on the date of the modification using the Black-Scholes option pricing model with the following weighted

average assumptions:

(1) risk free interest rate 2.58%, (2) remaining term of 8.6 years - 8.9 years, (3) expected stock volatility

of 68%, and (4) expected dividend rate of 0%.

The grant date fair value of the modified warrants originally issued during November

2016 and March 2017 was $318,000 and $215,000, respectively.

The Company recorded the expense for the total amount associated with

modification of $533,000 at the time of the Reorganization, the event which triggered the vesting provision associated with the

modification (see Note 5).

In connection with the amendment to the

Chief Science Officer’s employment agreement on April 6, 2018, the terms of the 10,000,000 and 13,850,000 warrants to purchase

common shares of the Company previously granted to the Chief Science Officer described above were modified to provide that in the

event of an occurrence of a change in control or termination of the employment (as defined in the agreement), pursuant to the terms

thereof, the exercise price for all outstanding warrants granted to the Chief Science Officer to purchase common stock of the Company

during the term of her employment agreement shall be reduced to $0.001 per share.

The Company valued the repricing of the warrants

based on the date of the modification using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 2.58%, (2) remaining term of 8.6 years - 8.9 years, (3) expected stock volatility of 68%, and (4) expected

dividend rate of 0%.

The grant date fair value of the modified warrants originally issued during November 2016 and March 2017 was

$100,000 and $138,500, respectively.

The Company recorded the expense for the total amount associated with modification of $238,500

at the time of the Reorganization, the event which triggered the vesting provision associated with the modification (see Note 5).

In connection with the Reorganization,

The CFO and CSO each agreed to exercise on a cashless basis all of their warrants to purchase 53,300,000 and 23,850,000 shares

of common stock of the Company, respectively.

Based on the closing price of the Company’s common stock on the Effective Date

of $0.012 per share and the warrant exercise price of $0.001 per share, the CFO and CSO were required to use 4,675,439 and 2,092,105

shares of common stock received from the exercise of the warrants, respectively, to pay for the exercise price for exercising all

of the warrants.

On March 7, 2019, the Company issued 2,000,000

warrants in connection with common stock offerings and valued the warrants on the dates of the grant using the Black-Scholes option

pricing model with the following weighted average assumptions:

(1) risk free interest rate 2.44%, (2) term of 1 year, (3) expected

stock volatility of 108%, and (4) expected dividend rate of 0%.

All of the warrants vested immediately.

The grant date fair value

of the warrants issued was $6,600.

On February 26, 2020, the Company issued

the CFO a cashless warrant to purchase an aggregate of 7,500,000 shares of common stock in connection with the CFO’s employment

The warrant is exercisable for $0.028 per share (the closing price of the Company’s common stock on the date of

grant, until the tenth anniversary date of the date of issuance.

The Company valued the warrants on the dates of the grant using

the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate 1.14%, (2)

term of 4 years, (3) expected stock volatility of 87%, and (4) expected dividend rate of 0%.

February 26, 2020, the Company issued the CFO a cashless warrant to purchase an aggregate of 7,500,000 shares of common stock

in connection with the CFO’s employment agreement.

The warrant is exercisable for $0.028 per share (the closing price of

the Company’s common stock on the date of grant), until the tenth anniversary date of the date of issuance.

valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average

(1) risk free interest rate 1.14%, (2) term of 10 years, (3) expected stock volatility of 87%, and (4) expected dividend

All of the warrants vested immediately.

The grant date fair value of the warrants issued was $176,250.

The Company will record $214,500 of stock-based compensation expense

during the quarter ended April 30, 2020 based on the fair value of these warrants on the grant date.

On May 15, 2020 (“Effective Date”),

the Company granted the Advisor warrants to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04

per share (“Warrants”) and exercisable for three years from the Effective Date.

Warrants to purchase 2,000,000 shares

shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the

eighteenth month and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the

agreement is renewed and in full effect during the applicable vesting period(s) for the respective portion of the grant.

Notwithstanding

the above, any unvested Warrants prescribed above will immediately become vested if (a) the Company concludes a transaction involving

any of the entities introduced by Advisor based on a transaction value greater than $5,000,000 or (b) the Company completes any

transaction that results in a change in control or any financing transaction with an aggregate value of at least $25,000,000.

Company valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted

average assumptions:

(1) risk free interest rate 0.31%, (2) term of 3 years, (3) expected stock volatility of 90%, and (4) expected

dividend rate of 0%.

recorded $176,250 of stock-based compensation expense during the year ended October 31, 2020 based on the fair value of these

warrants on the grant date.

May 15, 2020 (“Effective Date”), the Company granted the Advisor warrants to purchase 6,000,000 shares of common stock

of the Company at a purchase price of $0.04 per share (“Warrants”) and exercisable for three years from the Effective

Warrants to purchase 2,000,000 shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000

of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement,

respectively, provided however that the agreement is renewed and in full effect during the applicable vesting period(s) for the

respective portion of the grant.

Notwithstanding the above, any unvested Warrants prescribed above will immediately become vested

if (a) the Company concludes a transaction involving any of the entities introduced by Advisor based on a transaction value greater

than $5,000,000 or (b) the Company completes any transaction that results in a change in control or any financing transaction

with an aggregate value of at least $25,000,000.

The Company valued the warrants on the dates of the grant using the Black-Scholes

option pricing model with the following weighted average assumptions:

(1) risk free interest rate 0.31%, (2) term of 3 years,

(3) expected stock volatility of 90%, and (4) expected dividend rate of 0%.

The grant date fair value of the warrants issued was

The Company will record $40,400 of stock-based

compensation expense during the period that the Grant shares vest based on the fair value of these warrants on the grant date (see

NOTE 14 –

The Company will record $40,400 of stock-based compensation expense during the period that the Grant shares vest based

on the fair value of these warrants on the grant date.

During October 2020, the Company terminated the agreement with the Advisor

as provided for under the advisor agreement (see Note 12).

stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations

COMMITMENTS AND CONTINGENCIES

Executive Employment Agreements

Effective November 4, 2016, the Company

entered into executive employment agreements with Albert Mitrani, Dr.

Maria Mitrani, Bruce Werber, and Ian Bothwell.

2017, the Company entered into an executive employment agreement with Terrell Suddarth, and amended the employment agreements of

Werber and Mr.

On February 5, 2018, Dr.

Werber’s and Mr.

Suddarth’s’

employment agreements

were terminated in connection with the Sale.

On April 6, 2018, the Company amended Mr.

Bothwell’s and Dr.

Mitrani’s

employment agreement, which provided among other things, that in the event of an occurrence of a change in control or termination

of the employment (as defined in agreement) pursuant to the terms thereof, the exercise price for all outstanding warrants granted

Bothwell and Dr.

Mitrani to purchase common stock of the Company during the term of the agreement shall be reduced to $0.001

In addition, Mr.

Bothwell’s employment agreement was amended to increase the initial term and the automatic renewal

term provided for in the employment agreement from three years to five years, increased the amount of automobile expense allowance

and removed the cap for the reimbursement of office related expenses.

Collectively, the aforementioned executive employment agreements

are referred to as the FY 2017 Executive Employment Agreements.

In connection with Sale (see Note 4), Werber

and Suddarth each entered into a Separation and General Release Agreement with the Company effective upon the closing of the Sale

which provided for the immediate resignation of Werber and Suddarth of all their respective executive and Board of Director positions

held with the Company and/or any of the Company’s subsidiaries, and the termination and settlement of all obligations of

each party to the other pursuant to the respective employment agreements, including the release of all rights the Company may have

held in any intellectual property of Werber and Suddarth and any non-compete restrictions on Werber and Suddarth.

In connection

with such releases, Werber and Suddarth each agreed to forfeit all warrants previously granted and outstanding (a total of 77,150,000

warrants to purchase shares of common stock of the Company), forfeit any and all accrued and unpaid amounts owing under the employment

agreements for past due wages, benefits, severance obligations, unreimbursed expenses and any other obligations owing to one another

as of the date of the Sale totaling $906,515 in exchange for a grant of 7,500,000 shares of restricted common stock of the Company

to each of Werber and Suddarth (the grant date fair value of the newly issued shares issued to each of Werber and Suddarth was

In connection with the Reorganization,

description of Mr.

Mitrani’s, Dr.

Mitrani’s and Mr.

Bothwell’s FY 2017 Executive Employment Agreements were terminated in favor

of newly executed employment agreements (collectively referred to as the April 2018 Executive Employment Agreements).

as a condition of the Reorganization, Mr.

Bothwell and Dr.

Mitrani each agreed to release the Company for all amounts

owed to them for unpaid salaries through the Effective Date and unpaid advances and/or expenses incurred prior to December 31,

2017 totaling $1,636,808.

This amount is reflected in stockholders’

deficit for the year ended October 31, 2018.

The significant

terms provided for in the FY 2017 Executive Employment Agreements and the April 2018 Executive Employment Agreements are summarized

April 2018 Executive Employment Agreements

Pursuant to Albert Mitrani’s April

2018 Executive Employment Agreement, Mr.

Mitrani serves as the Company’s President and Chief Operating Officer.

Mitrani’s

base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly

installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board

may, but shall not be required to, increase the base salary during the Employment Term.

Mitrani is also entitled to a commission

on all sales attributable to him (i.e., excluding existing customers of the Company at the time of the Reorganization) at the rate

of five percent (5%) of the "Net Sales"

as defined in the agreement and an expense allowance of $5,000 per month.

Pursuant to Ian Bothwell’s April

2018 Executive Employment Agreement, Mr.

Bothwell continues to serve as the Company’s Chief Financial Officer.

Bothwell’s

base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly

installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board

may, but shall not be required to, increase the base salary during the Employment Term.

Bothwell has not been paid salary since

Pursuant to Dr.

Mitrani’s

April 2018 Executive Employment Agreement, Dr.

Mitrani continues to serve as the Company’s Chief Science Officer.

Mitrani’s

base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly

installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board

may, but shall not be required to, increase the base salary during the Employment Term.

The term of each of the April 2018 Executive

Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr.

Bothwell) or December 31, 2023

Bothwell’s executive employment agreements executed in April

2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below:

2018 Executive Employment Agreements

to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr.

Mitrani serves as the Company’s President and Chief

Operating Officer.

Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and

shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed at

least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term.

Mitrani is also entitled to a commission on all sales attributable to him (i.e., excluding existing customers of the Company

at the time of the Reorganization) at the rate of five percent (5%) of the "Net Sales"

as defined in the agreement and

an expense allowance of $5,000 per month.

to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr.

Bothwell continues to serve as the Company’s Chief

Financial Officer.

Bothwell’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and

shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed at

least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term.

Bothwell has not been paid salary since July 2018.

Mitrani’s April 2018 Executive Employment Agreement, Dr.

Mitrani continues to serve as the Company’s

Chief Science Officer.

Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date

and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears.

The base salary shall be reviewed

at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment

term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December

31, 2020 (Mr.

Bothwell) or December 31, 2023 (Mr.

Mitrani and Dr.

Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive

Employment Agreement;

provided that on such expiration of the Initial Term, and each annual anniversary thereafter (such

date and each annual anniversary thereof, a “Renewal Date”), the agreement shall be deemed to be automatically extended,

upon the same terms and conditions, for successive periods of one year, unless either party provides written notice of its intention

not to extend the term of the April 2018 Executive Employment Agreement at least 90 days’

prior to the applicable renewal

The period during which the Executive is employed by the Company hereunder is hereinafter referred to as the “Employment

Unpaid Advances

The Company was required to repay the unpaid

advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018.

Such payments were not made as required.

Fringe Benefits and Perquisites

During the Employment Term, each Executive

shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company

provides similar benefits or perquisites (or both) to similarly situated executives of the Company.

The Company may terminate the April 2018

Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including,

the Executive’s death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions

of the Company’s Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board

of Directors or management.

Amendments To The April 2018 Executive

Employment Agreements

February 26, 2020 Amendment

On February 26, 2020, the Company

agreed to modify the employment agreement of Mr.

Mitrani) (“Initial Term”), unless terminated earlier

pursuant to the terms of the April 2018 Executive Employment Agreement;

provided that on such expiration of the Initial

Term, and each annual anniversary thereafter (such date and each annual anniversary thereof, a “Renewal Date”), the

agreement shall be deemed to be automatically extended, upon the same terms and conditions, for successive periods of one year,

unless either party provides written notice of its intention not to extend the term of the April 2018 Executive Employment Agreement

at least 90 days’

prior to the applicable renewal Date.

The period during which the Executive is employed by the Company

hereunder is hereinafter referred to as the “Employment Term.”

Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent

to December 31, 2017, on May 15, 2018.

Such payments were not made as required (see Note 7).

Benefits and Perquisites

the Employment Term, each Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the

Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of

Company may terminate the April 2018 Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive

Employment Agreement, including, the Executive’s death, disability, Executive’s willful and intentional failure or

refusal to follow reasonable instructions of the Company’s Board of Directors, reasonable and material policies, standards

and regulations of the Company’s Board of Directors or management.

To The April 2018 Executive Employment Agreements

26, 2020 Amendment

February 26, 2020, the Company agreed to modify the employment agreement of Mr.

Bothwell, the Company’s Chief Financial Officer to provide Mr.

a) an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023

Bothwell with:

extension to his employment agreement dated April 13, 2018 from December 2020 to December

2023 consistent with other executives of the Company;

b) and a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares

of common stock of the Company, exercisable for ten years at an exercise price of $0.28 per share, the closing price of the common

stock on the date of the grant.

On February 26, 2020, pursuant

to the respective employment agreements with each of the Company’s executive officers, the Board granted each of Mr.

one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares

of common stock of the Company, exercisable for ten years at an exercise price of $0.28

per share, the closing price of the common stock on the date of the grant.

February 26, 2020, pursuant to the respective employment agreements with each of the

Company’s executive officers, the Board granted each of Mr.

Albert Mitrani, Dr.

Maria Mitrani and Mr.

Ian Bothwell a cash bonus of $37,500 for the calendar year ended December 31, 2019.

April 25, 2020 Amendment

On April 25, 2020, the Company agreed to

amend and revise the each of Albert Mitrani, Ian Bothwell and Dr.

Mitrani, (individually each of A.

Mitrani, Bothwell

Ian Bothwell a cash bonus of $37,500 for the calendar year ended

December 31, 2019.

25, 2020 Amendment

April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr.

Mitrani, (individually

Mitrani, Bothwell and Dr.

Mitrani are referred to as an “Executive”

and collectively the “Executives”) April 2018 Executive

Employment Agreements.

The primary amended terms associated with the agreements for each Executive were substantially similar and

consisted of the following:

An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023

and collectively the “Executives”)

April 2018 Executive Employment Agreements.

The primary amended terms associated with the agreements for each Executive were substantially

similar and consisted of the following:

extension to the term of the employment agreements dated April 13, 2018 from December

31, 2023 to December 31, 2025.

10 unchanged sentences

of the stock on the last trading day in December 2019.

Beginning December 1, 2020, at

the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive

into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using

the closing trading price of the stock on the last trading day in December 2019.

Until such time as the Executive

elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation

of the Company.

Severance Provisions:

Company termination without cause, Executive for good reason:

a) All existing accrued obligations existing at time of termination shall be paid to Executive.

b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any

pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the

associated milestone were achieved prior to termination,

c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining

term in effect at time of the time of the termination or an amount equal to four times (4x's) the base salary in effect at the

time of termination, whichever is greater,

d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash

December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be

converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which

the accrued salary pertains.

For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted

at a conversion price using the closing trading price of the stock on the last trading day in December 2019.

such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary

shall remain an obligation of the Company.

termination without cause, Executive for good reason:

existing accrued obligations existing at time of termination shall be paid to Executive.

unvested equity grants in favor of Executive shall immediately become fully vested and

any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted

to Executive, regardless of whether the associated milestone were achieved prior to termination,

shall be entitled to a cash payment equal to his unpaid base salary for the remaining

term in effect at time of the time of the termination or an amount equal to four times

(4x's) the base salary in effect at the time of termination, whichever is greater,

shall be entitled to a cash payment equal to his 200% of the prior year’s cash

or stock bonus (excluding any stock grants received pursuant to the MCPP).

Change In Control:

In the event of a Change in Control and the Executive’s employment agreement

is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement

remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided

for a termination by Executive for good reason described in clause 1 above shall be provided to Executive.

Executive termination due to disability, death, or non-renewal by Company:

a) All existing accrued obligations existing at time of termination shall be paid to Executive.

b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any

pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the

associated milestone were achieved prior to termination.

c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in

effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment.

d) 200% of the prior years cash or stock bonus (excluding MCPP performance stock grants).

June 29, 2020 Amendment

On June 29, 2020, the board of directors

of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each

of Executives.

The primary amended terms associated with the agreements for each Executive were substantially similar and consisted

of the following:

increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided

below, provided such monthly revenue increase occurs for four consecutive months.

Upon the achievement of the defined salary milestone,

the salary adjustment will be retroactive to the first month in which the salary threshold was met.

Any adjustment pursuant to

this provision shall not be reduced for any future reduction in revenues that may occur.

Monthly Revenues

(in millions)

Coordinator Agreement

Effective September 30, 2019, the Sales

Representative and the Company mutually agreed to terminate the Sales Rep Agreement in exchange for the principal executive of

the Sales Representative (“Coordinator”) agreeing to become an employee of the Company effective October 1, 2019 (“Coordinator

Agreement”).

The Coordinator Agreement provided that the parties would seek to negotiate in good faith a definitive employment

The parties did not executive a definitive agreement and the Coordinator is no longer providing services to the Company.

Advisor Agreement

Effective May 15, 2020 (“Effective

Date”), the Company entered into a one-year agreement (“Advisor Agreement”) with an individual to provide financial

advisory services to the Company (“Advisor”).

The Advisor Agreement is subject to successive, automatic one (1) year

extensions unless either party has given the other 30- day written notice prior to the expiration of then in effect termination

date, of their desire not to renew the Advisor Agreement.

As the compensation for Advisor’s services and his fulfillment

of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 shares of common stock (“Stock Grant”),

of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the

Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth

month anniversary of the Effective Date, provided however that the Advisor Agreement is in full effect during such vesting period(s)

for the respective portion of the Stock Grant.

In addition, Company agreed to grant 3-year warrants to the Advisor to purchase

6,000,000 shares of common stock of the Company at a purchase price of $0.04 per share (“Warrants”), of which Warrants

to purchase 2,000,000 unrestricted shares shall be vested upon the Effective Date of the Advisor Agreement and 2,000,000 and 2,000,000

of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the Advisor

agreement, respectively, provided however that the Advisor Agreement is in full effect during the applicable vesting period(s)

for the respective portion of the grant.

Notwithstanding the above, any unvested Stock Grant or Warrants prescribed above will

immediately become vested shares if (a) the Company concludes a transaction involving any of the entities introduced by Advisor

based on a transaction value greater than $5,000,000 or (b) the Company completes any transaction that results in a change in control

or any financing transaction with an aggregate value of at least $25,000,00.

The Advisor Agreement may be terminated by the Company

based on Advisor’s breach of any of the terms of the Advisor Agreement, the Company’s determination that Advisor is

not meeting the desired objectives or if either party provides notice of the desire not to renew the Advisor Agreement upon expiration.

Sales Executives

On January 6, 2020, the Company entered

into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President –

Sales and Marketing.

The terms of each Sales Executive employment agreement are identical (“VP Agreements”).

term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides

90-day written notice prior to expiration of the then current term.

The VP Agreements may also be terminated by the Company beginning

June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones.

The Sales Executives

will receive compensation in the form of monthly salary of $18,000 and a quarterly override based on revenues earned by the Company

during a quarterly period that exceed $600,000 beginning for the quarter ended June 30, 2020.

In addition, upon execution of the

Agreement, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035

per share, the closing price of the common stock of the Company on the grant date.

The Company will record $35,000 of stock-based

compensation expense on the grant date for each issuance.

The VP Agreements also provide the Sales Executives with the right for

each to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout

the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect

during the applicable quarterly period.

The vesting of the Performance Shares may also be accelerated based on achievement of certain

revenue milestones.

The Company will record stock-based compensation expense for each respective quarterly period that the Performance

Shares vest of $52,500.

Consultants Agreement

Effective March 30, 2020 (the “Effective

Date”), the Company entered into a consulting agreement (“Agreement”) with Assure Immune L.L.C.

(the “Consultant”)

for an initial term of one year (the “Initial Term”) with automatic renewals for two (2) additional annual periods

(each a “Renewal Term,”

In the event of a Change in Control and the Executive’s employment

agreement is not extended for period of five years from the date of the Change in Control

with all other terms and conditions of the agreement remaining the same, then the Executive

may terminate the agreement for good reason and all respective severance terms as provided

for a termination by Executive for good reason described in clause 1 above shall be provided

to Executive.

termination due to disability, death, or non-renewal by Company:

existing accrued obligations existing at time of termination shall be paid to Executive.

unvested equity grants in favor of Executive shall immediately become fully vested and

any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted

to Executive, regardless of whether the associated milestone were achieved prior to termination.

shall be entitled to a cash payment equal to 299% of Executive’s base salary in

effect at the time of termination, plus a gross up amount to cover Executive’s

tax liability associated with such payment.

of the prior years cash or stock bonus (excluding MCPP performance stock grants).

29, 2020 Amendment

June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive

Employment Agreements for each of Executives.

The primary amended terms associated with the agreements for each Executive were

substantially similar and consisted of the following:

increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts

provided below, provided such monthly revenue increase occurs for four consecutive months.

Upon the achievement of the defined

salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met.

Any adjustment

pursuant to this provision shall not be reduced for any future reduction in revenues that may occur.

Monthly Revenues (in millions)

Base Salary Increase

May 15, 2020 (“Effective Date”), the Company entered into a one-year agreement (“Advisor Agreement”) with

an individual to provide financial advisory services to the Company (“Advisor”).

The Advisor Agreement is subject

to successive, automatic one (1) year extensions unless either party has given the other 30- day written notice prior to the expiration

of then in effect termination date, of their desire not to renew the Advisor Agreement.

As the compensation for Advisor’s

services and his fulfillment of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 shares of

common stock (“Stock Grant”), of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares

vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective

Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Advisor Agreement

is in full effect during such vesting period(s) for the respective portion of the Stock Grant.

In addition, Company agreed to

grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04

per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective

Date of the Advisor Agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth

month anniversary of the Effective Date of the Advisor agreement, respectively, provided however that the Advisor Agreement is

in full effect during the applicable vesting period(s) for the respective portion of the grant.

The Advisor Agreement may be terminated

by the Company based on Advisor’s breach of any of the terms of the Advisor Agreement, the Company’s determination

that Advisor is not meeting the desired objectives or if either party provides notice of the desire not to renew the Advisor Agreement

upon expiration.

During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor

The unvested portion of the Stock Grant and Warrants as of the termination date were cancelled.

January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to

serve as a Vice President –

Global Sales and Marketing.

The terms of each Sales Executive employment agreement are identical

(“VP Agreements”).

The initial term of the VP agreements are for three years and provide for automatic annual renewals

thereafter, unless either party provides 90-day written notice prior to expiration of the then current term.

The VP Agreements

may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum

revenue growth milestones.

The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly

override based on revenues earned by the Company during a quarterly period that exceed $600,000 beginning for the quarter ended

June 30, 2020.

In addition, upon execution of the Agreement, each of the Sales Executives were granted 1,000,000 shares of unregistered

common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance.

The VP Agreements also provide

the Sales Executives with the right for each to receive an additional 750,000 shares of common stock at the end of each quarterly

anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided

that the VP Agreements remain in effect during the applicable quarterly period.

The vesting of the Performance Shares may also

be accelerated based on achievement of certain revenue milestones.

The Company will record stock-based compensation expense for

each respective quarterly period that the Performance Shares vest of $52,500.

March 30, 2020 (the “Effective Date”), the Company entered into a consulting agreement (“Agreement”) with

Assure Immune L.L.C.

(the “Consultant”) for an initial term of one year (the “Initial Term”) with automatic

renewals for two (2) additional annual periods (each a “Renewal Term,”

and together with the “Initial Term,”

the “Term”), unless written notice

is provided by either party at least 45 days prior to the applicable termination date.

Under the Agreement, the Consultant will

provide the Company during the Term with expertise, experience, advice and direction associated with the critical functional executive

level roles of the Company as it relates to the oversight and management of the Company’s regulatory, research and development

and laboratory operations, consistent with the Company’s corporate mission and strategies and subject to the resource limitations

of the Company.

In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial Term

and monthly consulting fees of $35,000 and $40,000 the first and second Renewal Terms, if any.

the Company agreed

to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”), 50% of which

Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date.

Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional

Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will

vest on the six (6) month anniversary of such date.

In connection with the Agreement, the Consultant (and its principals )

are obligated to comply with customary confidentiality, non-compete and non-solicitation covenants and have agreed that all intellectual

property developed during the term of the Agreement shall remain the property of the Company.

In addition to the Shares to be issued

above, the Consultant or its designees will be entitled to participate in the Company’s Management and Consultants Performance

Stock Plan (the “MCPP”), more fully described in Note 12.

Pursuant to the MCPP, the Consultant or its designees may

be awarded up to 33,000,000 Shares, based on the achievement of certain defined operational performance milestones (“Milestones”)

during the Term of the Agreement and for a period of twelve (12) months after the expiration or earlier termination of the Agreement,

provided that expiration or termination is not for “cause”

or the Consultant’s non-renewal of the Agreement.

On September 3, 2015, Ethan NY entered

into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York.

The Ethan Lease commenced

on October 1, 2015.

Under the terms of the Ethan Lease, minimum monthly lease payments of $9,500 per month were to commence in

December 2015 through October 2020.

During June 2016, Ethan NY exited from its leased premises.

Ethan NY did not make any of the

required minimum monthly lease payments as required.

The total amount of minimum lease payments that Ethan NY is obligated to pay

pursuant to this 5-year lease is $586,242 (excluding late fees and interest provided for under the Ethan Lease).

All of Ethan NY’s obligations under

the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed

by a former employee.

Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based

on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term.

During August 2016, Ethan NY received confirmation that the leased premises had been leased to another tenant.

the “Term”), unless written notice is provided by either party at least 45 days prior to the applicable termination

Under the Agreement, the Consultant will provide the Company during the Term with expertise, experience, advice and direction

associated with the critical functional executive level roles of the Company as it relates to the oversight and management of

the Company’s regulatory, research and development and laboratory operations, consistent with the Company’s corporate

mission and strategies and subject to the resource limitations of the Company.

In connection with the Agreement, the Consultants

will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 and $40,000 the first and

second Renewal Terms, if any.

the Company agreed to issue to the Consultant or its designees 12,000,000 shares of

common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares

vest upon the six-month anniversary of the Effective Date.

The Agreement also provides that upon the commencement of each Renewal

Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement

date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date.

connection with the Agreement, the Consultant (and its principals ) are obligated to comply with customary confidentiality,

non-compete and non-solicitation covenants and have agreed that all intellectual property developed during the term of the Agreement

shall remain the property of the Company.

addition to the Shares to be issued above, the Consultant or its designees were entitled to participate in the Company’s

Management and Consultants Performance Stock Plan (the “MCPP”), more fully described in Note 10.

Pursuant to the MCPP,

the Consultant or its designees were awarded 33,000,000 Shares, based on the achievement of certain defined operational performance

milestones (“Milestones”).

October 2020, the Company entered into a consulting agreement with a third party to provide consulting services in connection

with the development of international research and development, sales and distribution and investment opportunities.

As consideration

for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $12,500

per month during the term of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per

share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones.

The agreement may be terminated after the third month anniversary of the agreement with or without cause.

The Company will record

up to $875,000 of stock-based compensation expense at the time that any shares actually become vested as a result of achievement

of the defined milestones.

of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring:

connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance

with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced

beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products

that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received

Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the

Company’s products and related treatment protocols for specific indications.

The ability to successfully complete the above

efforts will be dependent on the Company’s ability to timely fund the required payments and complete the applicable clinical

trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors

involved in the studies and/or from additional debt and/or equity financings as well as ultimate approval from the FDA.

November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to

provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related

services in connection with a planned future clinical trial.

In connection with the CRO agreement, the Company is obligated to

make payments of approximately $777,714 plus pass through costs and other third-party direct costs during the term of clinical

trial expected to run until September 2021.

In connection with the agreement, the Company is obligated to pay in accordance with

defined completed milestones, beginning with approximately $195,524 upon work order execution.

January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research services, clinical

research professionals and contract clinical, technical and other related services in connection with a planned future clinical

In connection with the CRO agreement, the Company is obligated to payments of approximately $476,943 plus pass through

costs and other third-party direct costs during the term of clinical trial expected to run until August 2021.

In connection with

the termination of the Ethan Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of

obtaining a settlement and release for any amounts that the landlord may claim are owing under the Ethan Lease, if any.

is not aware of any claim pending or threatened in connection with the Ethan Lease.

At October 31, 2018 and 2019, Ethan NY has

recorded in liabilities of discontinued operations the amount of rent obligations through June 30, 2016 and a reserve for estimated

losses in connection with termination of the Ethan Lease of $101,905 and $101,905, respectively.

Lab Facilities:

Anu Life Sciences, Inc.

Anu Life Sciences Inc.

a Florida corporation

(“ANU”), entered into a five-year lease agreement (“Lab Lease”) for an approximately 3,500 square foot

laboratory and administrative office facility in Sunrise, Florida.

The Lab Lease was effective July 1, 2017 and was to expire on

June 30, 2022.

As described in Note 4, in connection with

the Sale, ANU sold or transferred to Vera its right, title and interest in the Lab Lease (including the associated security deposits

of $37,275) and all leasehold improvements.

The minimum monthly lease payments under

the Lab Lease, excluding applicable Florida sales tax and additional rents as may be required under the terms of the Lab Lease,

were approximately $7,900 for the first 24 months and $9,000 per month, $9,200 per month and $9,400 per month for the third, fourth

and fifth years, respectively.

Minimum lease payments commenced July 1, 2017.

The Company recorded lease expense on a straight-line

basis over the life of the lease.

The Company recorded lease expense in connection with the Lab Lease of $25,803 for the period

November 1, 2017 through February 5, 2018.

2019 Lab Facility:

In connection with the Company’s

decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered

into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory

and a 100 square foot administrative office facility.

Monthly lease payments are approximately $5,200 plus administrative fees

In connection with the Miami Lab Lease, the Company was required to post a security deposit of $6,332.

Effective March 2019, the Company entered

into an agreement to lease certain manufacturing equipment (“Equipment Lease”) to be used in its lab, including a full

care maintenance plan for such equipment totaling approximately $239,595.

The lease agreement is for five years and requires minimum

monthly lease payments of approximately $4,513 per month, plus sales taxes.

The minimum lease payments pursuant to

the Equipment Lease are as follows:

Administrative Office:

The Company’s corporate administrative

offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

The term of the lease

runs through June 2023 and the monthly rental rate through June 2020 is $2,900 and thereafter $3,500.

The minimum lease payments pursuant to

the office lease are as follows:

Preparation of IRB, Pre-IND, IND Protocols

for Clinical Applications and Clinical Trial Initiation and Monitoring:

In connection with the Company’s

ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United

States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to

marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of

the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”)

approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment

protocols for specific indications.

The ability to successfully complete the above efforts will be dependent on the Company’s

ability to timely fund the required payments and complete the applicable clinical trials, which is subject to available working

capital generated from operations, financing arrangements with the third party vendors involved in the studies and/or from additional

debt and/or equity financings as well as ultimate approval from the FDA.

Contingent Convertible Obligations Into

Equity Securities

Private Placement Of Convertible 6%

As more fully described in Note 9, the

remaining outstanding Convertible Debentures (the principal and all accrued but unpaid interest thereon) contained provisions that

under certain conditions, provided the ability of the holders of the Convertible Debentures at their option at any time, from time

to time to convert into shares of the common stock of the Company.

The conversion prices were based on the Company completing a

contemplated pending reverse split at the Company’s sole discretion (which the Company elected not to pursue) or at conversion

prices greatly in excess of the historical prices of the Company’s common stock and reasonably expected prices of the Company’s

common stock to be realized during the term of the Convertible Debentures.

As a result, none of the Convertible Debentures have

been or are expected to be converted in accordance with their conversion provisions.

The contingent rights to convert for certain

of the convertible debentures did not result in any underlying value attributable to the fair value of the embedded derivatives

liabilities associated with respective Convertible Debentures.

Obligations Due Under Executive Employment

Beginning July 1, 2020, at the sole option

of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary,

may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which

the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $147,363

upon work order execution.

Convertible Obligations Into Equity Securities

Due Under Executive Employment Agreements

July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020,

including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading

price during the month in which the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to January

1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of

the stock on the last trading day in December 2019.

December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be

converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which

the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus

salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day

in December 2019.

Beginning December 1, 2020, at the sole

option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into

common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the

closing trading price of the stock on the last trading day in December 2019.

None of the Executives have yet to elect

to convert any portion of their unpaid Original Base Salary.

As of June 30, 2020, there was approximately

$721,415 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and $93,110 of

unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through June 30, 2020.

NOTE 15 –

For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted

at a conversion price using the closing trading price of the stock on the last trading day in December 2019.

of the Executives have yet to elect to convert any portion of their unpaid Original Base Salary.

of October 31, 2020, there was approximately $721,415 of unpaid Original Base Salary and Incremental Salary related to the period

prior to December 31, 2019 and $378,083 of unpaid Original Base Salary and Incremental Salary related to the period January 1,

2020 through October 31, 2020, that could be converted in the future into approximately 29,715,538 shares of common stock .

September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York

City, New York.

The Ethan Lease commenced on October 1, 2015.

Under the terms of the Ethan Lease, minimum monthly lease payments

of $9,500 per month were to commence in December 2015 through October 2020.

During June 2016, Ethan NY exited from its leased

Ethan NY did not make any of the required minimum monthly lease payments as required.

The total amount of minimum lease

payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242 (excluding late fees and interest provided

for under the Ethan Lease).

of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations

under the Ethan Lease that were guaranteed by a former employee.

Under the terms of the Ethan Lease, the obligations of Ethan

NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased

premises to other tenants during the initial term.

During August 2016, Ethan NY received confirmation that the leased premises

had been leased to another tenant.

In connection with the termination of the Ethan Lease, Ethan NY has made several unsuccessful

attempts to contact the landlord for the purpose of obtaining a settlement and release for any amounts that the landlord may claim

are owing under the Ethan Lease, if any.

Ethan NY is not aware of any claim pending or threatened in connection with the Ethan

At October 31, 2020 and 2019, Ethan NY has recorded in liabilities of discontinued operations the amount of rent obligations

through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease of $101,905 and $101,905,

respectively.

MINT ORGANICS

Mint Organics Inc.

(“Mint Organics”)

authorized capital consists of (i) 1,000 shares of Class A voting common stock, par value $0.001 per share (“Class A Common

Stock”);

(ii) 1,000 shares of Class B Non-voting common stock, par value $0.001 per share (“Class B Common Stock”);

and (iii) 1,000 shares of Preferred Stock, par value $0.001 per share.

Organicell owns 550 shares of Class A Common Stock, representing

100% of the outstanding shares of Class A Common Stock.

There are no shares of Class B Common Stock currently outstanding.

Pursuant to the Certificate Of Designation

filed on February 28, 2017 and as amended on March 23, 2017, Mint Organics authorized 300 shares of Series A convertible preferred

stock, par value $0.001 per share and a stated value of $1,000 per share (“Mint Series A Preferred Stock”).

Series A Preferred Stock is non-voting and non-redeemable.

The amount of each share of the Mint Series A Preferred Stock shall

automatically convert into 1.5 shares of Class B Common Stock of Mint Organics upon the earlier of (a) the fifth anniversary of

the date such share of Mint Series A Preferred Stock was issued;

or (b) Mint Organics’

receipt of the necessary licenses

and permits required to operate business operations in the medical cannabis industry.

In addition, commencing on the first anniversary

of the issuance date and for the 90-day period thereafter, each holder of the Mint Series A Preferred Stock shall have the right,

but not the obligation, to convert some or all of such holder’s shares of Mint Series A Preferred Stock (or Class B Common

Stock equivalent) into unregistered shares, par value $0.001 per share, of common stock of Organicell, based on the stated value

divided by the average trading price of Organicell common stock for the ten trading days prior the conversion date.

Notwithstanding

the foregoing, the number of shares of Class B Common Stock issuable upon the conversion of the outstanding Mint Series A Preferred

Stock shall be adjusted to ensure that the outstanding Class B Common Stock represents 45% of the outstanding capital stock of

Mint Organics (based on conversion of 300 shares of the Mint Series A Preferred Stock or pro rata portion thereof).

Mint Organics issued to each of Taddeo

and Rohrbaugh (i) 150 shares of Mint Series A Preferred Stock and (ii) a warrant exercisable for up to 150,000 shares of Organicell’s

common stock for $0.15 per share exercisable from the date of issuance until the third anniversary of the date of issuance (see

Peter Taddeo (“Taddeo) and Mr.

Wayne Rohrbaugh (“Rohrbaugh”) each invested $150,000 to fund the initial operations of Mint Organics.

The Company immediately

established Mint Organics, , a 55%-owned subsidiary of the Company and Mint Organics Florida, Inc.

(“Mint Organics Florida”),

a wholly owned subsidiary of Mint Organics, each dedicated to obtain a license to dispense medical cannabis in Florida (collectively

Mint Organics and Mint Organics Florida are referred to as the “Mint Organics Entities”).

In connection with the investment,

Mint Organics issued to each of Taddeo and Rohrbaugh (i) 150 shares of Mint Series A Preferred Stock and (ii) a warrant exercisable

for up to 150,000 shares of Organicell’s common stock for $0.15 per share exercisable from the date of issuance until the

third anniversary of the date of issuance (see Note 13).

In addition, in connection with the agreement,

Taddeo was appointed as the Chief Executive Officer and as a director of the Mint Organics Entities.

Rohrbaugh was appointed as

the Chief Operating Officer and as a director of the Mint Organics Entities.

On March 8, 2017, Mint Organics issued

warrants to purchase shares of Class A Common Stock, of Mint Organics, vesting on the date Mint Organics, through one of its subsidiaries,

obtains a license from a state to dispense cannabis until the fifth anniversary thereof to the following executives of Mint Organics:

Exercise Price:

Albert Mitrani

In connection with an independent valuation

using a Black-Scholes option model, the fair value of the warrants issued were determined to be $34,949.

At the time of issuance,

the Company estimated that the warrants would be fully vested by December 31, 2017.

The Company has recorded amortization expense

totaling $0 and $6,889 during the year ended October 31, 2019 and 2018, respectively, as additional stock-based compensation.

Taddeo Employment Agreement

Pursuant to an employment agreement entered

into effective May 1, 2017, with Mr.

Taddeo (“Taddeo”) and Mint Organics (“Taddeo Employment Agreement”),

Taddeo shall serve as the Chief Executive Officer of Mint Organics (“Mint CEO”) and a member of the Board of Directors

of Mint Organics (“Mint Board”).

The employment term shall be for three years, unless terminated earlier pursuant to

the terms of the agreement, and thereafter deemed to be automatically extended, upon the same terms and conditions, for successive

periods of one year, unless either party provides written notice of its intention not to extend the term at least 90 days prior

to the applicable renewal date.

The Mint CEO’s base annual salary is $180,000 during the period prior to Mint Organics, through

one of its subsidiaries, or by other means, obtains or acquires access for a license from a state to dispense cannabis which shall

accrue commencing as of the effective date and shall be payable upon Mint Organics generating sufficient net revenue or obtaining

sufficient third party financing;

and thereafter payable in periodic installments in accordance with Mint Organics customary payroll

practices, but no less frequently than monthly.

The Mint CEO’s base salary shall automatically be adjusted to an annual rate

of base salary of $250,000 once the license is obtained.

The base salary shall be reviewed at least annually by the Mint Board

and the Mint Board may, but shall not be required to, increase the base salary during the employment term.

In connection with the

execution of the agreement, Mint Organics agreed to pay the Mint CEO a $25,000 signing bonus which shall be accrued and paid by

Mint Organics upon Mint Organics having sufficient cash flow.

The agreement also contains terms regarding eligibility for future

annual bonuses, annual equity awards under Mint Organics’

equity plan, if any, fringe benefits and perquisites consistent

with the practices Mint Organics (including health and dental insurance, an automobile expense allowance of $1,000 per month, and

reimbursement for all reasonable and necessary out-of-pocket business, entertainment and travel expenses incurred by the Mint CEO

in accordance with Mint Organics’

expense reimbursement policies.

Mint Organics may terminate the agreement at any time with

or without “Cause”

and the Mint CEO may resign at any time with or without “Good Reason”

(as defined in

the agreement).

The nature of the obligations owing to the Mint CEO upon termination is more fully described in the agreement.

In connection with the execution of the agreement, the Company granted the Mint CEO 1,000,000 shares of unregistered common stock

of Organicell, which vested on December 31, 2017 (see Note 12).

On April 6, 2018, Peter Taddeo (“Mint

CEO”) resigned as a member of the Board of Directors of the Company and as the Chief Executive Officer and member of the

board of directors of the Mint Organics Entities.

In connection with Mr.

Taddeo’s resignation, Mr.

Taddeo entered into a

Separation and General Release Agreement (“Taddeo Separation Agreement”) whereby Mr.

Taddeo agreed to release the Mint

Organics Entities from all obligations in connection with the Taddeo Agreement and all other agreements and/or financial obligations

between the parties related to the Taddeo’s employment or services performed with any of Mint Organics Entities totaling

In consideration for Taddeo entering into the Taddeo Separation Agreement, the Mint Organics Entities paid Taddeo $5,000

Bothwell paid $3,000 to Taddeo for the purchase of the 1,000,000 shares of common stock of the Company that were granted

to Taddeo in connection with the Taddeo Agreement.

Contemporaneously with the execution of the Taddeo Separation Agreement, the

Company and Mr.

Taddeo entered into a Share Purchase and General Release Agreement whereby the Company agreed to purchase from

Taddeo his 150 shares of Mint Series A Preferred Stock for an aggregate purchase price of $40,000.

Exchange Agreement

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

participation agreement referred to above 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).

In connection with

the exchange, Mr.

Rohrbaugh provided a release to the Company in connection with any claims associated with his original investment.

Mint Organics Florida, Inc.

Mint Organics Florida’s authorized

capital structure consists of (1) 10,000 shares of Class A voting common stock (“Class A Common Stock”), par value

$0.001 per share and (ii) 10,000 shares of Class B Non-voting common stock (“Class B Common Stock”), par value $0.001

The Class A Common Stock shall have the sole right and power to vote on all matters on which a vote of shareholders

is to be taken.

In all matters, with respect to actions both by vote and by consent, each holder of shares of the Class A Common

Stock shall be entitled to cast one vote in person or by proxy for each share of Class A Common Stock standing in such holder’s

name on the transfer books of the Corporation.

The Class B Common Stock shall not be entitled to vote on any matters.

On February 28, 2017, the Board of Mint

Organics Florida issued 2,125 shares of Class A Common Stock, par value $0.001 per share, of Mint Organics Florida to Mint Organics

and determined that the fair consideration for the initial issuance of the Class A Common Stock is $0.001 per share.

On March 17, 2017, Mint Organics Florida

initiated an offering to raise up to $1,000,000 in exchange for up to 212.5 shares of Class B Common Stock, representing approximately

10.0% of the outstanding equity of Mint Organics Florida as of the date of the offering.

The proceeds of the offering were to be

used for general working capital purposes.

On April 6, 2017, Mint Organics received proceeds of $100,000 in connection with the

sale of 21.25 units to an investor in connection with the offering (representing a 1% minority interest in the equity of Mint Organics

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 investor referred to

above 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).

In connection with the exchange, the investor provided

a release to the Company in connection with any claims associated with the investor’s original investment.

Non-controlling interests in Mint

Organics and Mint Organics Florida

The Company’s non-controlling interests

in Mint Organics and Mint Organics Florida at October 31, 2019 and October 31, 2018 are determined based on the pro rata equity

percentage held by the non-controlling equity holders of Mint Organics and Mint Organics Florida during each of the respective

periods, provided however, that the carrying amount of non-controlling interests shall not be negative.

Effective May 1, 2019, the Company has

acquired all of the minority interests issued in Mint Organics and Mint Organics Florida, and accordingly, there no longer exists

any non-controlling interests in those entities as of such date.

At October 31, 2018, the non-controlling

interests of Mint Organics Inc.

and Mint Organics Florida were 22.5% and 4.0%, respectively.

As of October 31, 2018, the non-controlling

interests representing the minority interest’s share of both Mint Organics and Mint Organics Florida equity was $42,977.

NOTE 16 –

LIABILITIES ATTRIBUTABLE

TO DISCONTINUED OPERATIONS

During September 2015, the Company formed

Ethan NY for the purpose of selling clothing and accessories through a retail store.

During June 2016, the Ethan NY operations

The following summarizes the carrying amounts

of the assets and liabilities of Ethan NY at October 31, 2019 and 2018 (see Note 14):

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

Wayne Rohrbaugh in connection with participation agreement referred to above 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).

In connection with the exchange, Mr.

Rohrbaugh provided a release to the Company in connection with

any claims associated with his original investment.

May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby the Company agreed to acquire all

of the outstanding non-controlling interests in Mint Organics Florida, Inc.

outstanding 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).

Non-controlling

interests in Mint Organics and Mint Organics Florida

May 1, 2019, the Company has acquired all of the minority interests issued in Mint Organics and Mint Organics Florida, and accordingly,

there no longer exists any non-controlling interests in those entities as of such date.

LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS

September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store.

June 2016, the Ethan NY operations were closed.

following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2019 and 2018 (see Note 14):

Accounts Payable

Accrued Expenses

NOTE 17 - SEGMENT INFORMATION

For the years ended October 31, 2019 and

2018, the Company operated only one operating segment.

NOTE 18 –

15 - SEGMENT INFORMATION

the years ended October 31, 2020 and 2019, the Company operated only one operating segment.

SUBSEQUENT EVENTS

Several subsequent events are disclosed

in Notes 4, 5, 8, 9, 12, 13, 14, and 15.

subsequent events are disclosed in Notes 7, 10, and 12.

There were no other subsequent events for disclosure purposes.

CHANGES IN AND DISAGREEMENTS

WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

As previously reported in a Form 8-K filed

on August 16, 2018, effective July 1, 2018, our principal independent accountants, GBH CPAs, PC (“GBH”) completed the

combination of its practice into Marcum LLP (“Marcum”).

As a result of the aforementioned, on August 13, 2018, we formally

accepted the resignation of GBH and engaged Marcum as its independent registered public accountants.

The engagement of Marcum was

approved by our board of directors.

connection with the foregoing change in accountants, there was no disagreement of the type described in paragraph (a)(1)(iv) if

Item 304 of Regulation S-K or any reportable event as described in paragraph (a)(1)(v) of such Item.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

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 8. Financial Statements and Supplementary Data