What changed in this filing

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Item 9A. Controls and Procedures

2021-02-08 compared with 2020-10-16 · 839 added, 1153 removed, 167 unchanged (92% of the section changed)

CONTROLS AND PROCEDURES.

Evaluation of Controls and Procedures.

In accordance with Exchange Act Rules 13a-15

and 15d-15, our management is required to perform an evaluation under the supervision and with the participation of the Company’s

management, including the Company’s principal executive and principal financial officers, or persons performing similar functions,

of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the

Based on their evaluation of our disclosure

controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2019, our Principal

Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective

to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information

is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate,

to allow timely decisions regarding required disclosure.

Management’s Report on Internal

Control Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule

13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the

supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and

effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the

reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting

principles generally accepted in the United States of America and includes those policies and procedures that:

pertain to the maintenance

of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company

are being made only in accordance with authorizations of management and directors of the company;

and provide reasonable assurance

regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could

have a material effect on the financial statements.

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance

with the policies or procedures may deteriorate.

All internal control systems, no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement

preparation and presentation.

Because of the inherent limitations of internal control, there is a risk that material misstatements

may not be prevented or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations

are known features of the financial reporting process.

Therefore, it is possible to design into the process safeguards to reduce,

though not eliminate, this risk.

As of October 31, 2019, management assessed

the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial

reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on that evaluation under this framework,

our management concluded that as of October 31, 2019, our internal control over financial reporting was not effective because of

the following material weaknesses:

Due to our small number of employees and resources, we have limited segregation of duties, as a

result of which there is insufficient independent review of duties performed.

Due to our small number of employees and resources, we have limited segregation of duties, as a

result of which do not have the ability to implement internal controls over the granting of access to our IT environment.

As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside

consultants for the preparation of our financial reports, including tax preparation, which could lead to overlooking items requiring

The Company’s Board of Directors at October 31, 2019 were solely comprised of two outside

directors and the remaining directors served also as the executive management of the Company.

The Board does not have an audit

committee or an independent audit committee financial expert nor did it have either one at October 31, 2019.

of Controls and Procedures.

accordance with Exchange Act Rules 13a-15 and 15d-15, our management is required to perform an evaluation under the supervision

and with the participation of the Company’s management, including the Company’s principal executive and principal

financial officers, or persons performing similar functions, of the effectiveness of the design and operation of the Company’s

disclosure controls and procedures as of the end of the period.

on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange

Act) as of October 31, 2020, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure

controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports

that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified

in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive

officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s

Report on Internal Control Over Financial Reporting

management is responsible for establishing and maintaining adequate internal control over financial reporting.

Internal control

over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended,

as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers,

or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel,

to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with accounting principles generally accepted in the United States of America and includes those

policies and procedures that:

pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as necessary

to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States

of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management

and directors of the company;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Projections of

any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

All internal control systems,

no matter how well designed, have inherent limitations.

Therefore, even those systems determined to be effective can provide only

reasonable assurance with respect to financial statement preparation and presentation.

Because of the inherent limitations of

internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control

over financial reporting.

However, these inherent limitations are known features of the financial reporting process.

it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

of October 31, 2020, management assessed the effectiveness of our internal control over financial reporting based on the criteria

for effective internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by

the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such

on that evaluation under this framework, our management concluded that as of October 31, 2020, our internal control over financial

reporting was not effective because of the following material weaknesses:

to our small number of employees and resources, we have limited segregation of duties,

as a result of which there is insufficient independent review of duties performed.

to our small number of employees and resources, we have limited segregation of duties,

as a result of which do not have the ability to implement internal controls over the

granting of access to our IT environment.

a result of the limited number of accounting personnel, we rely on inexperienced staff

and outside consultants for the preparation of our financial reports, including tax preparation,

which could require adjustments and lead to overlooking items requiring disclosure.

Company’s Board of Directors at October 31, 2020 were solely comprised of two outside

directors and the remaining directors served also as the executive management of the

The Board does not have an audit committee or an independent audit committee

financial expert nor did it have either one at October 31, 2020.

While not being legally

obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to

have an audit committee, comprised of independent board members, and an independent audit committee financial expert, is an important

entity-level control over the Company’s financial statements.

The Company did not file this Annual Report on Form 10-K or the three quarterly reports on Form

10-Q for the fiscal quarters January 31, 2019, April 30, 2019 and July 31, 2019 by their required due dates.

In addition, the Company

has not filed the three quarterly reports on Form 10-Q for the fiscal quarters ended January 31, 2020, April 30, 2020 and July

31, 2020 within the appropriate filing deadlines.

The Company has been delinquent in its filings with the SEC under the Securities

Exchange Act of 1934, as amended.

This delinquency is due to the Company’s limited financial and personnel resources.

delays limit the Company’s ability to timely analyze and identify potential operational and disclosure transactions within

management and to comply with financial reporting regulations.

Management’s Remediation

In an effort to remediate the identified

material weaknesses and other deficiencies and enhance our internal controls, in addition to the engagement of Ian T.

as the Chief Financial Officer (Principal Financial and Accounting Officer) of the Company in November 2016, the Company in May

2019 hired a new accountant to fill the vacancy of the prior accountant that resigned in October 2018.

In addition, the Company

has increased its other administrative support personnel since May 2019.

The Company also engaged outside tax consultants in December

2018 to assist in advising the Company in ongoing tax matters.

obligated to have an audit committee or independent audit committee financial expert,

it is the management’s view that to have an audit committee, comprised of independent

board members, and an independent audit committee financial expert, is an important entity-level

control over the Company’s financial statements.

Company did not file the Annual Report on Form 10-K for the fiscal year ended October

31, 2019 or the three quarterly reports on Form 10-Q for the fiscal quarters January

31, 2019, April 30, 2019 and July 31, 2019 by their required due dates.

the Company did not file the three quarterly reports on Form 10-Q for the fiscal quarters

ended January 31, 2020, April 30, 2020 and July 31, 2020 within the appropriate filing

The Company has historically been delinquent in its filings with the

SEC under the Securities Exchange Act of 1934, as amended.

This delinquency is due to

the Company’s limited financial and personnel resources.

These delays limit the

Company’s ability to timely analyze and identify potential operational and disclosure

transactions within management and to comply with financial reporting regulations.

Management’s

Remediation Initiatives

an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have expanded

our accounting and administrative support staff during 2019 and 2020.

We have also engaged outside tax consultants to assist in

advising the Company in tax matters on an ongoing basis.

During July and August 2020, the Company completed a private placement

in the amount of $405,000 (“Sale”).

The proceeds are to be used exclusively to fund the costs associated with the Company’s

which generated proceeds of $405,000, which have been and are being used exclusively to fund the costs associated with the Company’s

ongoing public company filing requirements, including audit, tax, valuation and legal fees.

If and when the Company obtains sufficient

capital resources, the Company intends to hire additional personnel with sufficient U.S.

GAAP knowledge and business experience

and to segregate appropriate duties among them.

The Company has also begun efforts to further automate its accounting, sales ordering

and inventory management functions.

We also intend to appoint one or more independent

members to our Board of Directors who shall also be appointed to a standing audit committee which will undertake the oversight

in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and

assumptions made by management.

While we are actively seeking outside members, including candidates with accounting experience,

we cannot provide any assurance that we will be successful.

Given the size of our Company, lack of revenues and current lack of

financing to continue with our business, it is unlikely that we will be able to hire any additional personnel or that independent

directors will agree to join our Board until general economic conditions and our own business prospects improve significantly.

This annual report does not include an

attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s

report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit

us to provide only management’s report in this annual report.

Changes in Internal Controls

No change in our internal control over

financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended

October 31, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control

over financial reporting.

and when the Company obtains sufficient capital resources, the Company intends to hire additional personnel with sufficient U.S.

GAAP knowledge and business experience and to segregate appropriate duties among them.

The Company has also begun efforts to further

automate its accounting, sales ordering and inventory management functions.

also intend to appoint one or more independent members to our Board of Directors who shall also be appointed to a standing audit

committee which will undertake the oversight in the establishment and monitoring of required internal controls and procedures

such as reviewing and approving estimates and assumptions made by management.

While we are actively seeking outside members, including

candidates with accounting experience, we cannot provide any assurance that we will be successful.

Given the size of our Company,

lack of revenues and current lack of financing to continue with our business, it is unlikely that we will be able to hire any

additional personnel or that independent directors will agree to join our Board until general economic conditions and our own

business prospects improve significantly.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls

change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred

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

Company’s internal control over financial reporting.

OTHER INFORMATION.

DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE.

Directors and Executive Officers

Below are the names of and certain information

regarding the Company’s current executive officers and directors:

Director Since:

Albert Mitrani

Chief Executive Officer, Chief Operating

Officer, President,

Secretary and Director

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

and Executive Officers

are the names of and certain information regarding the Company’s current executive officers and directors:

Executive Officer, Chief Operating Officer, President, Secretary and Director

(Principal Executive Officer)

June 24, 2015

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

September 11, 2019

March 8, 2017 - April 13, 2018

Maria Ines Mitrani

Chief Science Officer, VP and Director

August 14, 2019

November 4, 2016 - April 13, 2018

George Shapiro

Director and Chief Medical Officer

February 7, 2019

Financial Officer and Director

Financial and Accounting Officer)

8, 2017-April 13, 2018

Michael Carbonara

Maria Ines Mitrani

Science Officer, VP and Director

4, 2016-April 13, 2018

George Shapiro

and Chief Medical Officer

Manuel Iglesias and Mr.

Robert Zucker

both served as Directors of the Company during the fiscal year ended October 31, 2019 and both resigned as Directors of the Company

on April 25, 2020 and April 15, 2020, respectively.

Directors are elected to serve until the

next annual meeting of stockholders and until their successors are elected and qualified.

Directors are elected by a plurality

of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was

elected and until a successor has been elected and qualified.

A majority of the authorized number of

directors constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the

meeting to constitute a quorum.

However, any action required or permitted to be taken by the Board of Directors may be taken without

a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Executive officers are appointed by, and

serve at the pleasure of, the Board of Directors of the Company, subject to any contractual arrangements.

Albert Mitrani has

been serving as our President, Secretary, Treasurer and a member of the Board of Directors since June 24, 2015.

also been serving as our Chief Executive Officer since September 2019.

Mitrani was also our Chief Executive Officer and Chairman

of the Board from June 24, 2015 until April 13, 2018.

Mitrani served as the Chief Executive Officer of Analytical Stem Cell

Robert Zucker both resigned as Directors of the Company on April 25, 2020 and April 15, 2020, respectively.

are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the

term for which he or she was elected and until a successor has been elected and qualified.

majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business.

The directors must be present at the meeting to constitute a quorum.

However, any action required or permitted to be taken by

the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent

in writing to the action.

officers are appointed by, and serve at the pleasure of, the Board of Directors of the Company, subject to any contractual arrangements.

Mitrani has been serving as our President, Secretary, Treasurer and a member of the Board of Directors since June

Mitrani has also been serving as our Chief Executive Officer since September 2019.

Mitrani was also our Chief

Executive Officer and Chairman of the Board from June 24, 2015 until April 13, 2018.

Mitrani served as the Chief Executive

Officer of Analytical Stem Cell Corp.

from April 2014 through May 2015.

Analytical Stem Cell was involved in stem cell research and patient treatment referral

Analytical Stem Cell was involved in stem cell research

and patient treatment referral centers.

From February 2012 through March 2014 Mr.

Mitrani was the Chief Executive Officer of Americell Trinidad and the President

of ASCAAC LLC (American Stem Cell) from March 2011 through January 2013.

Mitrani was the Chief Executive Officer of American

Cellular Center Quito Ecuador from 2009 through 2012.

elected as a member of the Board of Directors of the Company effective September 11, 2019.

Bothwell previously served as a

member of the Board of Directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed

a Plan and Agreement of Reorganization.

Bothwell serves as the Chief Financial Officer of the Company, a position he has held

since November 4, 2016.

Mitrani was the Chief Executive Officer of Americell

Trinidad and the President of ASCAAC LLC (American Stem Cell) from March 2011 through January 2013.

Mitrani was the Chief

Executive Officer of American Cellular Center Quito Ecuador from 2009 through 2012.

Bothwell was elected as a member of the Board of Directors of the Company effective September 11, 2019.

Bothwell previously served as a member of the Board of Directors of the Company from March 8, 2017 until his resignation in April

2018, when the Company executed a Plan and Agreement of Reorganization.

Bothwell serves as the Chief Financial Officer of

the Company, a position he has held since November 4, 2016.

From 2003 through November 2015, Mr.

Bothwell served in various executive positions for Central Energy

GP LLC, the general partner of Central Energy Partners LP, a previously publicly traded master limited partnership.

From July 2007

through November 2015, Mr.

Bothwell served in various executive

positions for Central Energy GP LLC, the general partner of Central Energy Partners LP, a previously publicly traded master limited

From July 2007 through November 2015, Mr.

Bothwell served as President and a director of Regional Enterprises, Inc.

Since April 2007, Mr.

has served as the President and controlling member of Rover Advanced Technologies, LLC, a company formed to provide management

solutions to the public transportation industry.

Bothwell has served as the President and controlling member of Rover Advanced Technologies, LLC, a company

formed to provide management solutions to the public transportation industry.

Since 2015, Mr.

Bothwell has also served as the President and controlling member

of CountOnMe Inc., a company that provides software solutions for the educational industry.

Bothwell received his Bachelor

of Science in Business Administration from Boston University in 1984.

Maria Ines Mitrani was

elected as a member of the Board of Directors of the Company effective August 14, 2019.

Mitrani previously served as a member

of the Board of Directors of the Company from November 4, 2016 until her resignation in April 2018, when the Company executed a

Plan and Agreement of Reorganization.

Mitrani is a cofounder of the Company and is its Chief Science Officer.

Mitrani previously

served as the Executive Vice President of Analytical Stem Cell from 2014 to 2015.

Bothwell has also served as the

President and controlling member of CountOnMe Inc., a company that provides software solutions for the educational industry.

Bothwell received his Bachelor of Science in Business Administration from Boston University in 1984.

Maria Ines Mitrani was elected as a member of the Board of Directors of the Company effective August 14, 2019.

Mitrani previously served as a member of the Board of Directors of the Company from November 4, 2016 until her resignation

in April 2018, when the Company executed a Plan and Agreement of Reorganization.

Mitrani is a cofounder of the Company and

is its Chief Science Officer.

Mitrani previously served as the Executive Vice President of Analytical Stem Cell from 2014

From 2012 to 2014, Dr.

Mitrani served as the

Executive Vice President, Medical Tourism Coordinator and Patient Referral Coordinator of Americell Trinidad, LLC.

Mitrani was with the American Stem Cell & Anti-Aging center where she co-founded the first autologous stem cell center

in Quito, Ecuador.

Mitrani received a degree in medicine from Universidad San Francisco de Quito, in Quito, Ecuador.

Mitrani is the spouse of Albert Mitrani,

Chief Executive Officer, President, Chief Operating Officer, Co-Founder and a director of the Company.

George Shapiro

was elected as a member of the Board of Directors of the Company effective February 2019.

Since September 2018, Dr.

served as the Company’s Chief Medical Officer.

Shapiro has been in practice for over 27 years.

His career in medicine

began in 1988 when he graduated from New York Medical College.

An internship and residency then followed at Albert Einstein college

of Medicine, after which, Dr.

Shapiro completed a Cardiovascular Disease fellowship at Columbia University College of Physicians

and Surgeons in 1994.

Mitrani served as the Executive Vice President, Medical Tourism Coordinator and Patient Referral

Coordinator of Americell Trinidad, LLC.

From 2008 to 2014, Dr.

Mitrani was with the American Stem Cell & Anti-Aging center

where she co-founded the first autologous stem cell center in Quito, Ecuador.

Mitrani received a degree in medicine from Universidad

San Francisco de Quito, in Quito, Ecuador.

Mitrani is the spouse of Albert Mitrani, Chief Executive Officer, President, Chief Operating Officer, Co-Founder and a director

of the Company.

George Shapiro was elected as a member of the Board of Directors of the Company effective February 2019.

Since September

Shapiro has served as the Company’s Chief Medical Officer.

Shapiro has been in practice for over 27

His career in medicine began in 1988 when he graduated from New York Medical College.

An internship and residency then

followed at Albert Einstein college of Medicine, after which, Dr.

Shapiro completed a Cardiovascular Disease fellowship at Columbia

University College of Physicians and Surgeons in 1994.

Shapiro is currently a cardiologist in private practice.

Michael Carbonara

was elected as a member of the Board of Directors of the Company effective April 2020.

Carbonara has served as

the Chief Executive Officer of the Phoenix Group, a company that provides international financial and banking services.

Carbonara has successfully worked directly with financial regulators in Canada, Europe and Asia to establish regulated banking

and payment institutions as well as a SICAV ( Société

Carbonara was elected as a member of the Board of Directors of the Company effective April 2020.

has served as the Chief Executive Officer of the Phoenix Group, a company that provides international financial and banking services.

In addition, Mr.

Carbonara has successfully worked directly with financial regulators in Canada, Europe and Asia to establish

regulated banking and payment institutions as well as a SICAV ( Société

d'investissement à

Capital Variable ) alternative investment fund.

Carbonara currently serves on the board of directors of several private

United States and international companies.

Capital Variable )

alternative investment fund.

Carbonara currently serves on the board of directors of several private United States and international

Carbonara is a member of the Association of Certified Anti-Money Laundering Specialists®

(“ACAMS”), the largest international membership organization dedicated to enhancing the knowledge skills and expertise

of anti- money laundering/counter terrorist financing and financial crime detection and prevention professionals.

Carbonara received his Associates

Degree in Business Administration in 2006.

(“ACAMS”),

the largest international membership organization dedicated to enhancing the knowledge skills and expertise of anti- money laundering/counter

terrorist financing and financial crime detection and prevention professionals.

Carbonara received his Associates Degree in Business Administration in 2006.

The Company believes that Mr.

Carbonara’s financial and business experience,

including his significant international business experience and expertise in financial technology, regulatory compliance, payments,

cross border remittance and e-commerce consulting services make him qualified to be a member of the Board.

was elected as a member of the Board of Directors of the Company effective April 2020.

Since June 2019, Dr.

has served on the Company’s Products and Technical Advisory Board.

Carbonara’s

financial and business experience, including his significant international business experience and expertise in financial technology,

regulatory compliance, payments, cross border remittance and e-commerce consulting services make him qualified to be a member

of the Board.

Allen Meglin was elected as a member of the Board of Directors of the Company effective April 2020.

June 2019, Dr.

Meglin has served on the Company’s Products and Technical Advisory Board.

Since 2005, Dr.

Meglin has served as a staff radiologist

for Chatham Radiologists, P.A.

a medical facility specializing in interventional radiology and musculoskeletal radiology.

also serves as the Medical Director for Northeast Georgia Aesthetics and is the owner operator of several proprietorships involved

in providing aesthetics, chiropractic and wellness services.

Throughout his career, Dr Meglin has been a frequent lecturer and

presenter, has issued many medical related publications, has served on the faculty and taught various courses at educational institutions,

has participated in as a principal investigator in several clinical research studies, and holds several medical based patents.

Meglin also currently serves on the board of directors of several private United States companies.

Meglin is also a member

of the American Heart Association - Scientific Council Committee, the American Academy of Regenerative Medicine and serves on the

FDA’s education materials committee.

Meglin currently holds the

following licenses and certifications:

Registered Vascular Technologist, ARDMS

Certificate in Added Qualifications in Vascular and Interventional Radiology from the American

Board of Radiology

National Board of Medical Examiners Diplomate

Medical License from the state of North Carolina

Meglin earned a M.D from the University

of Pittsburgh - School of Medicine, Pittsburgh, PA and completed his Diagnostic Radiology Residency from the Walter Reed Army Medical

Center, Washington, DC.

Meglin has served

as a staff radiologist for Chatham Radiologists, P.A.

a medical facility specializing in interventional radiology and musculoskeletal

Meglin also serves as the Medical Director for Northeast Georgia Aesthetics and is the owner operator of several

proprietorships involved in providing aesthetics, chiropractic and wellness services.

Throughout his career, Dr Meglin has been

a frequent lecturer and presenter, has issued many medical related publications, has served on the faculty and taught various

courses at educational institutions, has participated in as a principal investigator in several clinical research studies, and

holds several medical based patents.

Meglin also currently serves on the board of directors of several private United States

Meglin is also a member of the American Heart Association - Scientific Council Committee, the American Academy

of Regenerative Medicine and serves on the FDA’s education materials committee.

Meglin currently holds the following licenses and certifications:

Vascular Technologist, ARDMS

● Certificate

in Added Qualifications in Vascular and Interventional Radiology from the American Board

Board of Medical Examiners Diplomate

License from the state of North Carolina

Meglin earned a M.D from the University of Pittsburgh - School of Medicine, Pittsburgh, PA and completed his Diagnostic Radiology

Residency from the Walter Reed Army Medical Center, Washington, DC.

The Company believes that Dr.

Meglin’s medical industry expertise make him qualified to be a member

of the Board.

Family Relationships

Albert Mitrani, our President and Chief

Executive Officer, and Dr.

Meglin’s medical industry

expertise make him qualified to be a member of the Board.

Relationships

Mitrani, our President and Chief Executive Officer, and Dr.

Maria Ines Mitrani, our Chief Science Officer, are spouses.

Involvement in Certain Legal Proceedings

None of our directors or executive officers

has been involved in any of the following events during the past ten years:

any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities;

being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Audit Committee

We currently do not have a separately standing

Audit Committee due to our limited size and our Board performs the functions that would otherwise be performed by an Audit Committee.

Compensation Committee

The Company does not have a Compensation

Committee due to our limited size and our Board performs the functions that would otherwise be performed by a Compensation Committee.

in Certain Legal Proceedings

of our directors or executive officers has been involved in any of the following events during the past ten years:

bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either

at the time of the bankruptcy or within two years prior to that time;

any conviction in

a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities

or banking activities;

being found by a

court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

currently do not have a separately standing Audit Committee due to our limited size and our Board performs the functions that

would otherwise be performed by an Audit Committee.

Company does not have a Compensation Committee due to our limited size and our Board performs the functions that would otherwise

be performed by a Compensation Committee.

Our Board intends to form a Compensation Committee when needed.

Other Committees

We do not currently have a separately designated

standing nominating committee.

Further, we do not have a policy with regard to the consideration of any director candidates recommended

by security holders.

do not currently have a separately designated standing nominating committee.

Further, we do not have a policy with regard to the

consideration of any director candidates recommended by security holders.

To date, no security holders have made any such recommendations.

The entire Board of Directors performs all

functions that would otherwise be performed by committees.

Given the present size of our Board, it is not practical for us to have

committees other than those described above, or to have more than two directors on such committees.

If we are able to grow our

business and increase our operations, we intend to expand the size of our board and our committees and allocate responsibilities

Code of Ethics

Due to our small size, we have not adopted

a Code of Ethics and Business Conduct that applies to our officers, directors and employees.

We intend to adopt a Code of Ethics

and Business Conduct in the near future as we grow our operations and hire additional employees.

Compliance with Section 16(a) of

the Securities Exchange Act of 1934

Section 16(a) of the Exchange Act requires

our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with

the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership

of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than

10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies

of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements

applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange

Act during the fiscal year ended October 31, 2019 and up through the date of this filing except as follows:

Bothwell filed

a late Form 4 in August 2020 regarding the grant of warrants in February 2020 and the grant of common shares in May 2020 and a

late Form 4 in September 2020 regarding the grant of common shares in August 2020 and September 2020;

Allen Meglin filed a

late Form 3 in August 2020 regarding his appointment as a director in March 2020 and a late Form 4 in August 2020 regarding the

purchase of common shares in April 2020, May 2020 and July 2020 and a late Form 4 in September 2020 regarding the purchase of common

shares in August 2020;

Maria Ines Mitrani filed a late Form 4 in August 2020 regarding the grant of common shares in May 2020

and a late Form 4 in September 2020 regarding the grant of common shares in August 2020 and September 2020;

George Shapiro

filed a late Form 4 in August 2020 regarding the grant of common shares in May 2020 and a late Form 4 in September 2020 regarding

the grant of common shares in August 2020 and September 2020;

Zucker filed a late Form 4 in August 2020 in connection

with his grant of common shares in April 2020;

and Albert Mitrani filed a late Form 4 in August 2020 regarding the grant of common

shares in May 2020 and a late Form 4 in September 2020 regarding the grant of common shares in August 2020, September 2020c.n and

as a result of being the spouse Dr.

Maria Ines Mitrani, who was a reporting person from the issuances and exercises described above.

Michael Carbonara filed a late Form 3 in

September 2020 regarding his appointment as a director in March 2020 and a late Form 4 in September 2020 regarding the purchase

of common shares in April 2020.

The entire Board of Directors performs all functions that would otherwise be performed by committees.

Given the present size of

our Board, it is not practical for us to have committees other than those described above, or to have more than two directors

on such committees.

If we are able to grow our business and increase our operations, we intend to expand the size of our board

and our committees and allocate responsibilities accordingly.

to our small size, we have not adopted a Code of Ethics and Business Conduct that applies to our officers, directors and employees.

We intend to adopt a Code of Ethics and Business Conduct in the near future as we grow our operations and hire additional employees.

with Section 16(a) of the Securities Exchange Act of 1934

16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class

of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and

annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section

16(a) reports that they file.

solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we

believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied

with under Section 16 of the Exchange Act during the fiscal year ended October 31, 2020 and up through the date of this filing

except as follows:

Bothwell filed a late Form 4 in March 2020 regarding the grant of warrants in February

a late Form 4 in August 2020 regarding the grant of common shares in May 2020,

a late Form 4 in September 2020 regarding the grant of common shares in August 2020 and

September 2020, and a late Form 4 in December 2020 regarding the grant of common shares

in August 2020, September 2020 and December 2020;

Allen Meglin filed a late Form 3 in August 2020 regarding his appointment as a director

in March 2020 and a late Form 4 in August 2020 regarding the purchase of common shares

in April 2020, May 2020 and July 2020 and a late Form 4 in September 2020 regarding the

purchase of common shares in August 2020 and a late Form 4 in December 2020 regarding

the purchase of common shares in October 2020 and the grant of common shares in December

Maria Ines Mitrani filed a late Form 4 in August 2020 regarding the grant of common shares

in May 2020, a late Form 4 in September 2020 regarding the grant of common shares in

August 2020 and September 2020, and a late Form 4 in December 2020 regarding the grant

of common shares in August 2020, September 2020 and December 2020 and as a result of

being the spouse Mr.

Albert Mitrani, who was a reporting person from the issuances and

exercises described below;

George Shapiro filed a late Form 4 in March 2020 regarding the grant of common shares

in February 2020.

a late Form 4 in August 2020 regarding the grant of common shares in

May 2020, a late Form 4 in September 2020 regarding the grant of common shares in August

2020 and September 2020, and a late Form 4 in December 2020 regarding the grant of common

shares in August 2020 and September 2020;

Zucker filed a late Form 4 in August 2020 in connection with his grant of common shares

in April 2020;

Mitrani filed a late Form 4 in August 2020 regarding the grant of common shares in May

2020, a late Form 4 in September 2020 regarding the grant of common shares in August

2020 and September 2020, and a late Form 4 in December 2020 regarding the grant of common

shares in August 2020, September 2020 and December 2020 and as a result of being the

Maria Ines Mitrani, who was a reporting person from the issuances and exercises

described above.

Carbonara filed a late Form 3 in September 2020 regarding his appointment as a director

in March 2020, a late Form 4 in September 2020 regarding the purchase of common shares

in April 2020 and a late Form 4 in December 2020 regarding the grant of common shares

in December 2020;

EXECUTIVE COMPENSATION

The following table sets forth information

concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals

that served as the Company’s principal executive officer or acted in a similar capacity for the Company at any time during

the fiscal year ended October 31, 2019;

(ii) the two most highly compensated executive officers who were serving as executive officers

of the Company at the end of the fiscal year ended October 31, 2019 whose total compensation exceeded $100,000;

and (iii) up to

two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the

individual was not serving as an executive officer of the Company at the end of the fiscal year ended October 31, 2019.

SUMMARY COMPENSATION TABLE

following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal

years indicated to (i) all individuals that served as the Company’s principal executive officer or acted in a similar capacity

for the Company at any time during the fiscal year ended October 31, 2020;

(ii) the two most highly compensated executive officers

who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2020 whose total compensation

exceeded $100,000;

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause

(ii) above but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal

year ended October 31, 2020.

COMPENSATION TABLE

and Principal Position

3 unchanged sentences

Actually Received ($)

Manuel Iglesias,

2,758,071 (1)

Albert Mitrani -

CEO, President

Secretary and Treasurer (2) (7)

and Treasurer (1)

Mitrani, VP and

Chief Science Officer (3) (7)

Chief Financial Officer (4) (7)

Bruce Werber,

Chief Operating Officer (5)

Terrell Suddarth,

Chief Technology Officer (6)

Iglesias was appointed as the Chief Executive Office and principal executive officer in April

Iglesias was removed as Chief Executive Officer and principal executive officer in September 2019.

Iglesias did not

receive any salary for his services during the years ended October 31, 2019 and 2018.

In connection with the Reorganization, Management

and Business Associates, LLC, an entity of which Manuel E.

Iglesias has voting and dispositive control received 222.425,073 shares

of common stock.

The Company recorded $2,758,071 of stock compensation expense associated with the issuance of the shares referred

to above and Mr.

Iglesias’s agreement to serve as the Company’s Chief Executive Officer.

(2) Albert Mitrani was appointed as the Chief Executive Officer, President, Secretary and Treasurer

Science Officer (2)

Financial Officer (3)

Medical Officer (4)

Mitrani was appointed as the Chief Executive Officer, President, Secretary and Treasurer

of the Company on June 24, 2015.

He was replaced as Chief Executive Officer in April

He was appointed as Chief Executive

Officer and principal executive officer in September 2019.

He was appointed as Chief Executive Officer and principal executive officer in

September 2019.

During fiscal year 2020, Mr.

Mitrani was granted 65,000,000 shares of

common stock of the Company with an aggregate grant value of $1,755,000.

to the October 31, 2020 audited consolidated financial statements for a description of

the assumptions used in determining the value of the stock granted.

Mitrani is Albert Mitrani’s wife.

Mitrani was appointed as the

Vice President and Chief Science Officer of the Company on November 4, 2016.

During April 2018, Dr.

Mitrani’s employment

agreement was amended to provide for a reduction in the exercise price of her outstanding warrants to $0.001 per share in the event

of a change in control.

The value of the warrant modification was $238,500 which vested at the time of the Reorganization when

the change in control event was triggered.

Effective April 13, 2018, Dr.

Mitrani was granted 2,092,105 shares of common stock of

the Company with a grant value of $25,942.

See Notes 12 and 13 to the October 31, 2018 audited consolidated financial statements

for a description of the assumptions used in determining the value of the warrants modified and the stock granted.

(4) Ian Bothwell was appointed as the Chief Financial Officer of the Company on November 4, 2016.

the year ended October 31, 2018, $156,615 of the costs associated with the warrants previously granted to Mr.

Bothwell were vested.

During April 2018, Mr.

Bothwell’s employment agreement was amended to provide for a reduction in the exercise price of his

warrants to $0.001 per share in the event of a change in control.

The value of the warrant modification was $533,000 which vested

at the time of the Reorganization when the change in control event was triggered.

Effective April 13, 2018, Mr.

Bothwell was granted

4,675,439 shares of common stock of the Company with a grant value of $57,975.

See Notes 12 and 13 to the October 31, 2018 audited

consolidated financial statements for a description of the assumptions used in determining the value of warrants modified and the

stock granted.

Bruce Werber was appointed as the Chief Operating Officer of the Company on November 4, 2016.

Werber resigned in February 2018.

In connection with Dr.

Werber’s resignation in February 2018, Dr.

Werber forfeited

all accrued and unpaid compensation owed as of the date of the Sale and all the warrants he previously received in connection with

his employment agreement in exchange for receiving 7,500,000 shares of common stock with a grant value of $83,250.

(6) Terrell Suddarth was appointed as the Chief Technology Officer of the Company on March 8, 2017.

Suddarth resigned in February 2018.

In connection with Mr.

Suddarth’s resignation in February 2018, Mr.

Suddarth forfeited

all accrued and unpaid compensation owed as of the date of the Sale and all the warrants he previously received in connection with

his employment agreement in exchange for receiving 7,500,000 shares of common stock with a grant value of $83,250.

(7) Effective April 13, 2018, in connection with Reorganization, Manuel Iglesias replaced Albert Mitrani

as the Chief Executive Officer of the Company, Ian Bothwell resigned from the Board of Directors of the Company and Dr.

Maria Mitrani

resigned from the Board of Directors of the Company.

In addition, effective April 13, 2018, Albert Mitrani, Ian Bothwell, and Dr.

Maria Mitrani, each agreed to terminate their respective executive employment agreements, dated November 4, 2016, as amended, in

favor of new employment agreements (“April 2018 Executive Employment Agreements”) and Albert Mitrani, Ian Bothwell

Maria Mitrani each agreed to release the Company for all amounts owing to them for unpaid salaries through the Effective

Date and advances and/or expenses incurred prior to December 31, 2017.

Mitrani was appointed as

the Vice President and Chief Science Officer of the Company on November 4, 2016.

fiscal year 2020, Dr.

Mitrani was granted 65,000,000 shares of common stock of the Company

with an aggregate grant value of $1,755,000.

See Note 10 to the October 31, 2020 audited

consolidated financial statements for a description of the assumptions used in determining

the value of the stock granted.

Bothwell was appointed as the Chief Financial Officer of the Company on November 4, 2016.

During fiscal year 2020, Mr.

Bothwell was granted a warrant to purchase 7,500,000 shares

of common stock and 65,000,000 shares of common stock of the Company with an aggregate

grant value of 176,250 and $1,755,000, respectively.

See Notes 10 and 11 to the October

31, 2020 audited consolidated financial statements for a description of the assumptions

used in determining the value of the stock granted and the warrants issued.

George Shapiro was appointed as the Chief Medical Officer in September 2018.

During fiscal

year 2020, Dr.

Shapiro was granted 70,000,000 shares of common stock of the Company with

an aggregate grant value of $1,895,000.

During fiscal year 2019, Dr.

Shapiro was granted

5,000,000 shares of common stock of the Company with an aggregate grant value of $134,000.

See Note 10 to the October 31, 2020 audited consolidated financial statements for a description

of the assumptions used in determining the value of the stock granted.

and $132,105 of salary and commissions were accrued and unpaid at October 31, 2020 and

2019, respectively.

During April 2018 in connection with the Reorganization, a total of $480,304 of accrued and unpaid salary was

forfeited and written off.

and $129,613 of salary was accrued and unpaid at October 31, 2020 and 2019, respectively.

During April 2018 in connection with the Reorganization, a total of $401,089 of accrued and unpaid salary was forfeited and written

and $321,907 of salary was accrued and unpaid at October 31, 2020 and 2019, respectively.

During April 2018 in connection with the Reorganization, a total of $486,938 of accrued and unpaid salary was forfeited and written

(11) $0 of salary was accrued and unpaid at October 31, 2019 and 2018.

During February 2018 in connection

with the Sale, a total of $467,670 of accrued and unpaid salary was forfeited and written off.

(12) $0 of salary was accrued and unpaid at October 31, 2019 and 2018.

During February 2018 in connection

with the Sale, a total of $271,818 of accrued and unpaid salary was forfeited and written off.

(13) Albert Mitrani’s and his wife, Dr.

of salary was accrued and unpaid at October 31, 2020.

Mitrani’s and his wife, Dr.

Mitrani, received benefits totaling approximately

$68,017 and $50,205 during the fiscal year ended October 31, 2020 and 2019, respectively.

(14) The unpaid signing bonus in the amount of $100,000 was forfeited and written off in connection

with the Reorganization in April 2018.

(15) The unpaid signing bonus in the amount of $50,000 was forfeited and written off in connection with

the Reorganization in April 2018.

(16) The unpaid signing bonus in the amount of $35,000 was forfeited and written off in connection with

the Reorganization in April 2018.

(17) The unpaid signing bonus in the amount of $35,000 was forfeited and written off in connection with

the Sale in February 2018.

(18) The unpaid signing bonus in the amount of $35,000 and $105,000 in additional bonus was forfeited

and written off in connection with the Sale in February 2018.

We have no plans in place and have never

maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement

including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred

contribution plans and nonqualified deferred contribution plans.

Outstanding Equity Awards at Fiscal

There were no outstanding equity awards

as of October 31, 2019.

The Company has securities authorized for issuance under the 2020 Plan, the Board Plan and the MCPP

that were granted subsequent to October 31, 2020.

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’

have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that

will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental

executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Equity Awards at Fiscal Year-End

were no outstanding equity awards as of October 31, 2020.

The Company has securities authorized for issuance under the 2020

Plan, the Board Plan and the MCPP.

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, 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 $83,250).

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.

The significant terms provided for in the FY 2017 Executive Employment Agreements and the April 2018

Executive Employment Agreements are summarized below:

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.

Maria 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.

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.

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.

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

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.

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:

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 agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives.

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)

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.

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 totaling $156,568.

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 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 Mr.

Taddeo his 150 shares of Mint

Series A Preferred Stock for an aggregate purchase price of $40,000.

Resignation, Retirement, Other

Termination, or Change in Control Arrangements

Our current executive officers Albert Mitrani,

Maria Mitrani and Ian Bothwell have employment agreements that provide for payments to executives at, following, or in connection

with the resignation, retirement or other termination of our directors or executive officers, or a change in control of our company

or a change in our executive officers’

responsibilities during the term of their employment and/or following a change in

We have no contract, agreement, plan or

arrangement, whether written or unwritten, that provides for payments to our directors at, following, or in connection with the

resignation, retirement or other termination of our directors, or a change in control of our company or a change in our directors’

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

Retirement, Other Termination, or Change in Control Arrangements

current executive officers Albert Mitrani, Dr.

Maria Mitrani and Ian Bothwell have employment agreements that provide for payments

to executives at, following, or in connection with the resignation, retirement or other termination of our directors or executive

officers, or a change in control of our company or a change in our executive officers’

responsibilities during the term

of their employment and/or following a change in control.

have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors at,

following, or in connection with the resignation, retirement or other termination of our directors, or a change in control of

our company or a change in our directors’

responsibilities following a change in control.

Director Compensation

No director received or accrued any compensation

for his or her services as a director during the fiscal year ended October 31, 2019.

On February 26, 2020, the Company established

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

in Board meetings retroactive to November 1, 2019.

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

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

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

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

In addition, Board members that participate on future board committees

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

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

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

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

SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Beneficial ownership is determined in accordance

with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities.

In accordance with Securities and Exchange Commission rules, shares of our common stock which may be acquired upon exercise of

stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable

table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose

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

of ownership of any other person.

Subject to community property laws, where applicable, the persons or entities named in the tables

below have sole voting and investment power with respect to all shares of our common stock indicated as beneficially owned by them.

The following table sets forth information

with respect to the beneficial ownership of our common stock as of September 30, 2020, by (i) each stockholder known by us to be

the beneficial owner of more than 5% of our outstanding voting capital stock, (ii) each of our directors and executive officers,

and (iii) all of our directors and executive officers as a group.

To the best of our knowledge, except as otherwise indicated,

each of the persons named in the table has sole voting and investment power with respect to the shares of our capital stock beneficially

owned by such person, except to the extent such power may be shared with a spouse.

To our knowledge, none of the shares listed

below are held under a voting trust or similar agreement, except as noted.

To our knowledge, there is no arrangement, including

any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result

in a change in control of the Company.

The percentages below are calculated based

on 875,194,450 shares of common stock outstanding as of September 30, 2020.

Except as noted, the business address of the persons

listed below is c/o Organicell Regenerative Medicine, Inc.

at 4045 Sheridan Ave., #239, Miami Beach, FL 33140.

February 26, 2020, the Company established the Board Stock Compensation Plan (“Board Plan”) which provides compensation

for non-executive Board members for participation in Board meetings retroactive to November 1, 2019.

The Board Plan provides for

a grant of $7,500 in equivalent shares of common stock (based on trading price at the end of the applicable current quarter) on

the last day of each respective fiscal quarter that a member attends at least 75% of all meetings held during such quarter and

in which a minimum of 1 meeting is held, for a maximum annual compensation amount of $30,000 per year per member.

Board members that participate on future board committees will also be eligible to receive additional compensation for serving

on such committees, in amounts to be determined by the Board.

The maximum aggregate number of shares that are currently authorized

to be issued pursuant to the Board Plan is 5,000,000 shares.

April 15, 2020, the Company issued 486,808 shares of common stock to a non-executive Board member in accordance with the Board

June 29, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company to the current non-executive

members of the Board (consisting of Mr.

Carbonara and Dr.

Meglin) based on the achievement of certain defined milestones.

Note 10 to the October 31, 2020 audited consolidated financial statements for a detailed description of milestones.

December 2020, the Board approved the bonus of newly issued common stock to the non-executive Board members (consisting of Mr.

Carbonara and Dr.

Meglin) totaling 2,000,000 shares.

See Note 10 to the October 31, 2020 audited consolidated financial statements.

February 26, 2020, the Company established the 2020 Stock Incentive Plan (“

2020 Plan ”).

The 2020 Plan permits

the grant of options, appreciation rights, dividend equivalent right and restricted common stock of the Company (“Award”)

to any person who is an employee or director of, or consultant to the Company.

The maximum aggregate number of shares that may

be issued pursuant to all Awards is 50,000,000 shares, plus an annual increase to be added on the first day of the calendar year

beginning January 1, 2021 equal to (i) the greater of such number of shares as (A) will set the maximum number of shares that

may be issued pursuant to all Awards equal to 15% of the number of Shares outstanding as of such date;

or (B) 2% of the number

of shares outstanding as of such date;

or (ii) a lesser number of shares determined by the administrator of the 2020 Plan

(“Administrator”) in good faith.

The maximum aggregate number of shares available for grant of shares and/or incentive

stock options shall be 25,000,000 shares, increased on the first day of the calendar year beginning January 1, 2021, in a number

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

Plan shall be administered by (A) the board of the directors of the Company (“Board”) or (B) a committee

(“Committee”) designated by the Board, which Committee shall be constituted in such a manner as to satisfy the applicable

laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act

in accordance with Rule 16b-3.

Once appointed, such Committee shall continue to serve in its designated capacity until otherwise

directed by the Board.

The Board may at any time amend, suspend or terminate the Plan;

provided, however, that no such amendment

shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.

Company has yet to appoint the Administrator for the Plan and no Awards have yet to be granted under the Plan.

Stock Compensation Plan