What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2022-02-14 compared with 2021-02-08 · 1690 added, 1212 removed, 187 unchanged (94% of the section changed)

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TO CONSOLIDATED FINANCIAL STATEMENTS

Regenerative Medicine, Inc.

Reports of Independent Registered Public Accounting Firm

Financial Statements and Supplementary

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Organicell Regenerative Medicine, Inc.

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets as of October 31, 2021 and 2020

Consolidated Statements of Operations for the Years Ended October 31, 2021 and 2020

Consolidated Statement of Changes In Stockholders’

Deficit for the Years Ended October 31, 2020 and 2019

Consolidated Statement of Changes In Stockholders’ Deficit for the Years Ended October 31, 2021 and 2020

Consolidated Statements of Cash flows for the Years Ended October 31, 2021 and 2020

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Shareholders and Board of Directors of

Regenerative Medicine, Inc.

on the Financial Statements

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

(the “Company”)

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

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

to as the “financial statements”).

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

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

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

United States of America.

Paragraph –

Going Concern

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

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

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

These conditions raise substantial doubt about

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

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

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

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

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

financial statements based on our audits.

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

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

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

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

Those standards require that we plan and perform the audits

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

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

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

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

we express no such opinion.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles

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

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Shareholders and Board of Directors of

Organicell Regenerative Medicine, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Organicell Regenerative Medicine, Inc.

(the “Company”) as of October 31, 2021 and 2020, the related consolidated

statements of operations, changes in stockholders’ deficit and cash flows for each of the two years in the period ended October

31, 2021, and the related notes ( collectively referred to as the “financial statements”).

In our opinion, the financial

statements present fairly, in all material respects, the financial position of the Company as of October 31, 2021 and 2020, and the results

of its operations and its cash flows for each of the two years in the period ended October 31, 2021, in conformity with accounting principles

generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying consolidated financial statements

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

As more fully described in Note 3, the Company has a significant

working capital deficiency, has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s plans in

regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

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

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are

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

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the

standards of the PCAOB.

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

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

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding

of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal

control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess

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

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

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

have served as the Company’s auditor since 2015

Lauderdale, FL

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ Marcum llp

We have served as the Company’s auditor

Fort Lauderdale, FL

February 14, 2022

Regenerative Medicine, Inc.

BALANCE SHEETS

of October 31, 2020 and 2019

Organicell Regenerative Medicine, Inc.

CONSOLIDATED BALANCE SHEETS

As of October 31, 2021 and 2020

Current Assets

3 unchanged sentences

Property and equipment, net

Other assets –

Other assets – right of use

Security deposits

LIABILITIES AND STOCKHOLDERS’

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

4 unchanged sentences

Finance lease obligations

Deferred revenue

Operating lease obligations

4 unchanged sentences

Long term operating lease obligations

Total Liabilities

Commitments and contingencies

Stockholders’

Stockholders’ Deficit

Common stock, $ 0.001 par value, 2,500,000,000 shares authorized;

4 unchanged sentences

( 28,868,189 )

Total Stockholders’

TOTAL LIABILITIES AND STOCKHOLDERS’

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

Regenerative Medicine, Inc.

STATEMENTS OF OPERATIONS

the Years Ended October 31, 2020 and 2019

Total Stockholders’ Deficit

( 2,665,593 )

( 1,391,816 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

The accompanying notes are an integral part of

these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Years Ended October 31, 2021 and 2020

Year Ended October 31,

3 unchanged sentences

( 12,744,103 )

( 12,437,941 )

Other income (expense)

2 unchanged sentences

( 12,756,560 )

Provision for income taxes

( 12,582,967 )

Net loss attributable to the non-controlling interest

Net loss attributable to Organicell Regenerative Medicine, Inc.

Provision for income taxes

$ ( 12,756,560 )

2 unchanged sentences

Weighted average number of common shares outstanding - basic and diluted

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

Organicell Regenerative Medicine, Inc.

CONSOLIDATED CHANGES TO STOCKHOLDERS’

For the Years

Ended October 31, 2019 and 2020

Stockholders'

To Organicell

Balance October 31, 2018

1,059,488,329

The accompanying notes are an integral part of

these consolidated financial statements.

Organicell Regenerative Medicine,

CONSOLIDATED CHANGES TO STOCKHOLDERS’

For the Years Ended October 31, 2020

Additional Paid

Total Stockholders’

Balance October 31, 2019

$ ( 16,285,222 )

1 unchanged sentence

Sale of common stock

Exchange of debt obligations

Conversion of debt and accrued interest

Stock-based compensation

Acquisition of non-controlling interests

Exchange of debt

( 12,582,967 )

Balance October 31, 2020

( 28,868,189 )

( 1,391,816 )

Sale of common stock

Conversion of debt and accrued interest

Exchange of accounts payable for stock

Stock issued for future services

Stock based compensation

Exchange of debt

( 12,756,560 )

(12,582,967 )

Balance October 31, 2021

2 unchanged sentences

$ ( 2,665,593 )

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

Regenerative Medicine, Inc.

STATEMENTS OF CASH FLOWS

the Years Ended October 31, 2020 and 2019

Ended October 31,

The accompanying notes are an integral part of

these consolidated financial statements.

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Years Ended October 31, 2021 and 2020

Year Ended October 31,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Bad debt expense

Interest expense on conversion of debt

Interest expense on conversion of Funding Facility

Stock-based compensation

Interest payment in kind

Changes in operating assets and liabilities:

6 unchanged sentences

Net cash used in operating activities

( 2,609,085 )

( 1,812,499 )

CASH FLOWS FROM INVESTING

7 unchanged sentences

Net cash provided by financing activities

Increase in cash

Increase (decrease) in cash

Cash at beginning of period

4 unchanged sentences

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

Exchange of accounts payable for common stock

Stock issued for future services

Finance lease obligations

Operating lease –

right of use assets

Operating lease – right of use assets

Conversion of debt and accrued interest into common stock

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

REGENERATIVE MEDICINE, INC.

TO CONSOLIDATED FINANCIAL STATEMENTS

ORGANIZATION AND DESCRIPTION OF BUSINESS

Regenerative Medicine, Inc.

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

or the “Company”)

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

The Company is a clinical-stage biopharmaceutical company principally

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

related services.

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

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

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

name from Biotech Products Services and Research, Inc.

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

“Name Change”).

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

Industry Regulatory Agency (“FINRA”).

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

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

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

significant intercompany accounts and transactions have been eliminated.

Reclassifications

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

conform with the current financial statement presentation.

Concentrations

of Credit Risk

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

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

per institution.

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

coverage limits.

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

for the year ended October 31, 2020.

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

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

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

ended October 31, 2019.

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

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

of tissue raw material purchased during that period.

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

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

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

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

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

amount of tissue raw material purchased during that period.

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

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

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

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

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

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

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION

Organicell Regenerative Medicine, Inc.

Biotech Products Services and Research, Inc.) (“Organicell” or the “Company”) was incorporated on August 9, 2011

in the State of Nevada.

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative

biological therapeutics for the treatment of degenerative diseases and to provide other related services.

Our proprietary products are

derived from perinatal sources and are principally used in the health care industry administered through doctors and clinics (collectively,

the “Providers”).

On May 21, 2018, the Company filed a Certificate

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

to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”) and during November 2021 the Name Change

was effectuated in the marketplace by the Financial Industry Regulatory Agency (“FINRA”).

For the year ended October 31, 2021, the Company

principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, with a business purpose

to sell therapeutic products to Providers.

During November 2020, the Company formed Livin Again Inc.

(“Livin”), a wholly owned

subsidiary of the Company for the purpose of among other things, providing advertising and marketing services, to Providers of medical

and other healthcare, anti-aging and regenerative services (“Regenerative Services”) including FDA-approved IV vitamin and

mineral liquid infusions.

To date, there has been no significant activity and the Company has no timetable, if any, as to when IV Drip

Therapies revenues will commence.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING

Basis of Presentation

The consolidated financial statements include

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

All significant intercompany accounts and transactions

have been eliminated.

Concentrations of Credit Risk

The balance sheet items that potentially subject

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

Balances in accounts are insured

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

At October 31, 2021, the Company

did not hold cash balances in any financial institution in excess of FDIC insurance coverage limits.

During the fiscal year ended October 31, 2021,

the Company sold a total of approximately $ 2,140,000 ( 37.6 %) to a large distributor and the distributors customers, approximately $ 709,000

( 12.5 %) to customers of another distributor and $ 881,600 ( 15.7 %) of product to a management services organization (MSO) that provides

administrative services and contracts for medical supplies for several medical practices.

During the fiscal year ended October 31, 2020,

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

During the fiscal year ended October 31, 2021,

the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately

$ 148,600 and $ 131,600 or 53.0 % and 47.0 %, respectively, of the total amount of tissue raw material purchased during that period.

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

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

purchased during that period.

The Company’s sales and supply agreements

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

of raw materials and/or products from other suppliers.

Use of Estimates

The preparation of financial statements in conformity

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

reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements

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

Management bases its estimates on historical experience and on other

assumptions considered to be reasonable under the circumstances.

However, actual results may differ from the estimates.

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

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

The Company provides allowances for doubtful accounts

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

If the financial condition of the

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

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

collection experience adjusted for existing market conditions.

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

or net 60 days.

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

off uncollectible receivables is made.

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

$340 and $10,635, respectively.

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

We provide reserves for potential excess,

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

as well as product shelf life.

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

our finished goods.

and Equipment

and equipment are stated at cost.

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

useful lives of the related assets.

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

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

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

Repairs and maintenance charges, which do not increase the useful

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

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

Customers”

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

obligations of the Company required under the contracts.

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

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

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

Our performance obligations are satisfied and control

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

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

Income (Loss) Per Common Share

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

average number of common shares during the period.

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

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

The diluted weighted

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

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

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

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

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

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

on their fair values.

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

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

and Development Costs

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

costs are expensed as incurred.

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

2020 and 2019, respectively.

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

and the performance of clinical trials.

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

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

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

Deferred tax assets and liabilities

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

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

Deferred income tax expense represents

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

Deferred tax assets and liabilities are

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

to be recovered or settled.

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

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

Deferred tax assets are reduced by a valuation allowance when,

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

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

Income Taxes.

This pronouncement prescribes

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

to be taken in a tax return.

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

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

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

amount recorded during those periods.

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

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

Cuts and Jobs Act"

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

of Derivatives

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

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

Hedging.”

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

sheet date and recorded as a liability.

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

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

Upon conversion or exercise of a derivative instrument,

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

Equity instruments

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

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

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

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

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

the first allocation of shares.

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

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

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

The Company expects that

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

parties, performance incentives and as compensation to its employees.

Upon the effectiveness of the Amendment referred to above,

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

issuances of common stock under existing arrangements.

Value of Financial Instruments

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

is different from the book value.

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

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

fair value and enhances disclosures about fair value measurements.

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

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

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

ASC 820 also establishes a fair value hierarchy

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

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

convertible debt.

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

due to the short-term nature of these instruments.

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

As required by ASC 820, assets and liabilities

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

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

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

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

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

three —

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

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

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

when measuring fair value.

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

The Company evaluates its hierarchy

disclosures each quarter.

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

and Finance Lease Obligations

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

2016-02 (Topic 842) (“ASC 842”), that

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

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

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

The modified retrospective approach included

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

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

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

liability for all operating leases upon commencement of the lease.

The Company’s policy is to treat operating leases that

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

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

In addition, month to month leases

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

approach as previously outlined under ASC 840.

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

whether any future operating leases will be capitalized.

The adoption of ASC 842 resulted in the Company retrospectively recording

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

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

subsequent event disclosure consideration.

GOING CONCERN

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

which contemplate continuation of the Company as a going concern.

Cash Equivalents

The Company considers all highly liquid investments

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

Accounts Receivable

Accounts receivable are recorded at fair value

on the date revenue is recognized.

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

of its customers to repay their obligation.

If the financial condition of the Company’s customers were to deteriorate, resulting in an

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

The Company provides for potential uncollectible accounts

receivable based on specific customer identification and historical collection experience adjusted for existing market conditions.

The policy for determining past due status is

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

Once collection efforts by the Company

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

For the year ended October

31, 2021 and 2020, the Company recorded bad debt expense of $ 0 and $ 340 , respectively.

Inventory is stated at the lower of cost or net

realizable value using the average cost method.

We provide reserves for potential excess, dated or obsolete inventories based on an analysis

of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life.

At October 31, 2021,

we determined that there were not any reserves required in connection with our finished goods.

Property and Equipment

Property and equipment are stated at cost.

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

The estimated useful

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

Upon sale or retirement, the cost and related accumulated depreciation and amortization

are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations.

Repairs and maintenance

charges, which do not increase the useful lives of the assets, are charged to operations as incurred.

Revenue Recognition

The Company follows the guidance of FASB Accounting

Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize

revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

The Company recognizes revenue only when it transfers

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

the good or service.

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

the transfer and title to the product sold has taken place and there is evidence of

our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made

prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered

at a later date to be designated by the customer.

Net Income (Loss) Per Common Share

Basic income (loss) per common share is calculated

by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding

during the period.

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

diluted weighted average number of fully vested shares outstanding during the year.

The diluted weighted average number of shares outstanding

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

At October 31, 2021, the Company had 9,500,000

common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental Salary that could be convertible

into approximately 35,684,900 common shares that were not included in the computation of dilutive loss per share because their inclusion

is anti-dilutive for the year ended October 31, 2021.

At October 31, 2020, the Company had 9,500,000 common shares issuable upon the exercise

of warrants and unpaid Original Base Salary and Incremental Salary that could be convertible into approximately 32,671,100 common shares

that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October

Stock-Based Compensation

All stock-based payments are recognized in the

financial statements based on their fair values.

Research and Development Costs

Research and development costs consist of direct

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

These costs are expensed as incurred.

Our research and development expenses were $ 1,120,067 and $ 233,526 for the years ended October 31, 2021 and 2020, respectively.

and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials.

The Company files a consolidated tax return that

includes all of its subsidiaries.

Provisions for income taxes are based on taxes

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

are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for future tax consequences

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

basis and operating loss carryforwards.

Deferred income tax expense represents the change during the period in the deferred tax assets

and deferred tax liabilities.

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income

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

The effect on deferred tax assets and liabilities

of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date.

Deferred tax assets

are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax

assets will not be realized.

The Company accounts for uncertain tax positions

in accordance with FASB Topic 740 – Income Taxes.

This pronouncement prescribes a recognition threshold and measurement process

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

The interpretation also

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

For the years ended October 31, 2021 and 2020

the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods.

is a full valuation allowance established for the tax benefit associated with the net losses for the years ended October 31, 2021 and

Valuation of Derivatives

The Company evaluates its financial instruments,

including convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those

contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result

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

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

income (expense).

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

and then that fair value is reclassified to equity.

Equity instruments that are initially classified as equity that become subject to

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

The Company has adopted a sequencing policy whereby,

in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s

inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially

dilutive instruments, with the earliest grants receiving the first allocation of shares.

The Company currently has 2,500,000,000 authorized

shares of common stock of which 1,149,204,595 shares are issued and outstanding as of January 28, 2022.

The Company expects that it will

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

incentives and as compensation to its employees.

Currently the amount of authorized shares is sufficient to provide for the additional

shares that the Company may be contingently obligated to issue under existing arrangements.

Fair Value of Financial Instruments

The Company includes fair value information in

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

When the book value

approximates fair value, no additional disclosure is made.

The Company follows FASB ASC 820, Fair Value Measurements

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

measurements.

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

price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on

the measurement date.

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs

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

The Company’s financial instruments consist of cash and cash

equivalents, accounts payable, accrued liabilities and convertible debt.

The estimated fair value of cash, accounts payable and accrued

liabilities approximate their carrying amounts due to the short-term nature of these instruments.

The Company follows the provisions of ASC 820

with respect to its financial instruments.

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

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

Level one — Quoted market

prices in active markets for identical assets or liabilities;

Level two — Inputs other

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

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

the full term of the assets or liabilities;

Level three — Unobservable

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

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

The fair value hierarchy also requires

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

Determining which category an asset or liability

falls within the hierarchy requires significant judgment.

The Company evaluates its hierarchy disclosures each quarter.

The Company did not have any convertible instruments

outstanding at October 31, 2021 and October 31, 2020 that contain derivatives.

Operating and Finance Lease Obligations

Under the provisions of Accounting Standards Update

2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding

lease liability for all operating leases upon commencement of the lease.

The Company applies the modified retrospective approach which

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

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

the inclusion of amounts pertaining to the maintenance portion of the leased assets.

The Company’s policy is to treat operating

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

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

In addition, month to month leases which

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

as previously outlined under ASC 840.

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

operating leases will be capitalized.

Subsequent Events

The Company has evaluated subsequent events that

occurred after October 31, 2021 through the financial statement issuance date for subsequent event disclosure or recording.

NOTE 3 – GOING CONCERN

The accompanying consolidated financial statements

have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going

The Company has had limited revenues since its inception.

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

In addition, the Company had an accumulated

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

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

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

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

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

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

have a negative impact to our business and the economy.

These restrictions have adversely affected the Company’s sales,

results of operations and financial condition.

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

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

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

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

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

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

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

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

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

The Company does not

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

In addition, the Company relies on its ability to produce

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

The Company incurred operating losses of $ 12,744,103 for the year ended

October 31, 2021.

In addition, the Company had an accumulated deficit of $ 41,624,749 at October 31, 2021.

The Company had a negative working

capital position of $ 3,609,174 at October 31, 2021.

New United States Food and Drug Administration

(“FDA”) regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from

November 2020 due to the COVID -19 pandemic) require that the sale of products that fall under Section 351 of the Public Health Services

Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”)

can only be sold pursuant to an approved biologics license application (“BLA”).

The Company has not obtained any opinion or

ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces

would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s.

In addition to the above, the adverse public health

developments and economic effects of the ongoing COVID-19 pandemic in the United States have adversely affected the demand for our products

and services by our customers and from patients of our customers as a result of quarantines, facility closures and social distancing measures

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

and the economy.

As a result of the above, the Company’s

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

to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed

in the future are not restricted, (b) the United States economy resumes to pre-COVID-19 conditions and/or (c) additional sources of working

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

These financial statements do not include any adjustments that

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

Management anticipates that the Company will remain

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

related to development of new products and to perform required clinical studies in connection with the sale of its products.

does not have any assets to pledge for the purpose of borrowing additional capital.

In addition, the Company relies on its ability to

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

to its customers.

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

hinder its ability to raise equity proceeds.

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

costly and dilutive, if available at all.

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

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

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

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

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

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

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

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

through debt or equity sources.

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

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

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

In addition, there is no assurance

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

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

Without sufficient cash reserves, the Company’s

ability to pursue growth objectives will be adversely impacted.

Furthermore, despite significant effort since July 2015, the Company

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

As described above, the COVID-19 crisis has significantly

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

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

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

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

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

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

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

its ability to raise equity proceeds.

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

if available at all.

In view of the matters described in the preceding

paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) the Company

is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory

guidelines, (2) the effects of the COVID-19 crisis resume to pre-COVID-19 market conditions, (3) the Company will be able to establish

a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or

designations of products, (4) obligations to the Company’s creditors are not accelerated, (5) the Company’s operating expenses

remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations, (6) the Company is able

to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and

efficacy of its products, and/or (7) the Company obtains additional working capital to meet its contractual commitments and maintain the

current level of Company operations through debt or equity sources.

There is no assurance as to when the adverse impact

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

recurring pandemic outbreaks will occur again in the future causing similar or worse devastating impact to the United States and worldwide

economies and our business.

In addition, there is no assurance that the products we currently produce will not be subject to the FDA’s

previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth

There is no assurance that the Company’s research and development activities will be successful or that the Company will

be able to timely fund the required costs of those activities.

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

growth objectives will be adversely impacted.

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

in achieving a stabilized source of revenues.

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

Unites States and World economies.

If revenues do not increase and stabilize, if

the COVID-19 crisis is not satisfactorily managed and/or resolved, if the Company’s ability to process, sell and/or distribute the

products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the

Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under

bankruptcy laws.

As of October 31, 2021, based on the factors described above, the Company concluded that there was substantial

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

NOTE 4 – INVENTORIES

Schedule of Inventories

Raw materials and supplies

1 unchanged sentence

Total inventories

5 - PROPERTY AND EQUIPMENT

NOTE 5 - PROPERTY AND EQUIPMENT

Schedule of Property and Equipment

Computer equipment

2 unchanged sentences

accumulated depreciation

Construction in progress:

Leasehold improvements

Total property and equipment, net

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

Under the terms of

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

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

As a result, the lease agreement

is being accounted for as a finance lease obligation.

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

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

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

LEASE OBLIGATIONS

Lab Facility:

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

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

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

Monthly lease payments are approximately

$5,200 plus administrative fees and taxes.

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

deposit of $6,332.

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

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

Monthly lease payments are approximately $4,400 plus administrative

fees and taxes.

Lease Obligations:

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

Under the terms of

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

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

As a result, the lease agreement

is being accounted for as a finance lease obligation.

Depreciation expense totaled $ 52,702 and $ 36,775

for the years ended October 31, 2021 and 2020, respectively.

As described in Note 6, during the year ended

October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office

capacity at its Basalt Lab Lease location.

The total costs incurred as of October 31, 2021 was $ 406,709 and is reflected as construction

Amortization of these costs will begin once the build-out is complete and the facility becomes operational.

NOTE 6 – LEASE OBLIGATIONS

Finance Lease Obligations:

During March 2019, the Company entered into a

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

Under the terms of the lease agreement, the Company is required to

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

Under the Lease Agreement, the Company has the right to acquire

all of the leased equipment for $ 1.00 .

As a result, the lease agreement is being accounted for as a finance lease obligation.

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

The leased equipment are being depreciated over their estimated useful lives

During October 2021, the Company entered into

a second lease agreement in the amount of $ 304,873 for certain lab equipment that is being installed at the Basalt lab location.

the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $ 5,478 plus applicable sales taxes.

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

As a result, the lease agreement is being

accounted for as a finance lease obligation.

The annual interest rate charged in connection with the lease is 3.0 %.

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

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

Lease payments and

depreciation of the leased equipment has not commenced pending completion of the Basalt lab buildout (see below) and the facility becomes

The leased equipment will be depreciated over their estimated useful lives of 15 years.

The weighted average remaining term of the Company’s

Finance Leases as of October 31, 2021 was 45.4 months.

The minimum lease payments pursuant to the Finance Leases are as follows:

Schedule of Financial Lease Payment

Year Ended October 31,

2 unchanged sentences

Present value of finance lease liabilities

Lease Obligations:

Administrative

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

The monthly rental rate is $2,900.

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

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

During July 2020, the Company entered into an extension

of the operating lease agreement.

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

rate of $3,500.

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

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

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

Ended October 31,

Operating Lease Obligations:

Administrative Office

The Company’s corporate administrative offices

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

During July 2020, the Company entered

into an extension of the operating lease agreement.

The lease term is for an additional 36 months beginning July 1, 2020 and expiring

June 30, 2023, with a monthly rental rate of $ 3,500 .

On July 1, 2020, in connection with the adoption of ASC 842, the Company recorded

a ROU asset and corresponding operating lease obligation of $ 117,659 (present value of the associated leased payments based on an assumed

borrowing rate of 4.5 %).

Lease amortization expense for the year ended

October 31, 2021 and 2020 was $ 38,037 and $ 35,117 , respectively.

Beginning October 1, 2020, the Company entered

into a second lease agreement with Mariluna LLC for office space located in Aspen, CO.

The initial term of the lease was for one year,

expiring on September 30, 2021 and the lease has been subsequently extended on a month to month basis.

Under the terms of the lease, the

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

of the lease agreement.

Laboratory Facilities:

In connection with the Company’s decision

to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable

month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative

office facility.

Monthly lease payments are approximately $ 5,200 plus administrative fees and taxes.

In connection with the Miami Lab

Lease, the Company was required to post a security deposit of $ 6,332 .

From November 2020 through May 31, 2021, the Company entered into

an additional month to month lease agreement in the same facility as the Miami Lab Lease for an additional 390 square foot laboratory.

Monthly lease payments were approximately $ 4,400 plus administrative fees and taxes.

During March 2021, the Company entered into a

lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”).

The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location.

The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not

Rental expense is $ 6,800 per month and provides for annual increases of 3% or the Denver Aurora Metropolitan CPI index, whichever

In connection with the Basalt Lab Lease, the Company was required to post a security deposit of $ 13,600 .

The Company is currently

constructing the laboratory and office build-out at an estimated cost of $ 500,000 .

The Company expects the construction to be completed

during the quarter ended January 31, 2022.

The Company has recorded a ROU asset and corresponding operating lease obligation of $ 235,313

(present value of the associated leased payments based on an assumed borrowing rate of 4.5 %).

Lease amortization expense for the years ended

October 31, 2021 and 2020 was $ 47,967 and $ 0 , respectively.

The weighted average remaining term of the Company’s

operating leases as of October 31, 2021 was 24.1 months.

The minimum lease payments pursuant to the Aspen, CO office lease and the Basalt

Lab Lease are as follows:

Schedule of Operating Lease

Year Ended October 31,

Total undiscounted operating lease payments

1 unchanged sentence

Present value of operating lease liabilities

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

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

Under the terms of the lease.

The Company is required

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

RELATED PARTY TRANSACTIONS

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

Mitrani’s, Dr.

Mitrani’s and Mr.

Bothwell’s employment

agreements were amended.

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

amendments referred to above.

February 26, 2020, Mr.

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

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

effective date of the grant.

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

Mitrani, Ian Bothwell and Dr.

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

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

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

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

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

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

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

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

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

Total rent expense for the year ended

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

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

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

Under the terms of the lease.

The Company is required

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

connection with Mr.

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

LLC, a company owned and controlled by Mr.

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

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

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

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

time to time, Mr.

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

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

Bothwell and/or his respective affiliates.

In addition, at October

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

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

and consulting fees owed to Dr.

George Shapiro were $54,833.

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

Allen Meglin, a director of the Company

at $0.02 per share for an aggregate purchase price of $220,000.

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

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

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

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

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

(“Funding Facility”) whereby Mr.

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

The Funding Facility was converted

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

LLC, a Company controlled by Mr.

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

Carbonara, a director of the Company, at $0.02 per share for an aggregate purchase price of $100,000 (see Note 10).

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

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

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

In addition, the

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

The CMO will receive

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

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

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

connection with Mr.

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

Board approved the issuance to Mr.

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

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

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

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

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

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

NOTE 7 – RELATED PARTY TRANSACTIONS

On February 26, 2020, April 25, 2020 and June

29, 2020, Mr.

Mitrani’s, Dr.

Mitrani’s and Mr.

Bothwell’s employment agreements were amended.

See Note 12 for a more

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

Effective February 26, 2020, Mr.

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

The newly granted warrants vest immediately, have

an exercise price of $ 0.028 per share and are exercisable for ten years from the effective date of the grant (see Note 11).

During April 2020, June 2020, August 2020, September

2020, February 2021 and April 2021, each of the current executives of the Company, Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell and

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

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

In addition, during June 2020, each of

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

achievement of certain defined milestones (see Note 10).

On October 29, 2021, the Company entered into

an Exchange Agreement (see Note 10) with the current executive officers of the Company (as well as other non-related party shareholders)

whereby the executive officers of the Company exchanged an aggregate of 50,000,000 shares previously issued to them under consulting and

employment agreements and/or pursuant to the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis).

The Company’s corporate administrative offices

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

During July 2020, the term of the lease

was extended through June 2023.

Beginning July 2020, the monthly rent increased from $2,900 to $ 3,500 .

The Company paid a security deposit

Total rent expense for the year ended October 31, 2021 and 2020 was $ 42,000 and $ 37,200 , respectively.

Beginning October 1, 2020, the Company entered

into a second lease agreement with Mariluna LLC for office space located in Aspen, CO.

The initial term of the lease was for one year,

expiring on September 30, 2021 and the lease has been subsequently extended on a month to month basis.

Under the terms of the lease, the

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

of the lease agreement.

Total rent expense for the years ended October 31, 2021 and 2020 was $ 78,000 and $ 6,500 , respectively.

In connection with Mr.

Bothwell’s executive

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

for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $ 31,192 and $ 24,788

for the years ended October 31, 2021 and 2020, respectively.

For the year ended October 31, 2021, the Company

sold a total of approximately $ 881,600 of product to a management services organization (“MSO”) that provides administrative

services and contracts for medical supplies for several medical practices, including $211,505 of products purchased from the Company that

were attributable to the medical practice owned by Dr.

George Shapiro.

Shapiro also has an indirect economic interest in the parent

company that owns the MSO.

For the year ended October 31, 2021, the total amount of sales of products to the medical practice owned by

Allen Meglin and to customers related to Mr.

Michael Carbonara totaled $ 13,820 and $ 32,655 , respectively.

During the fiscal year ended

October 31, 2020, sales to the medical practices related to Dr.

George Shapiro and Dr.

Allen Meglin and to customers related to Mr.

Carbonara totaled $ 53,740 , $ 27,385 , and $ 14,320 , respectively.

During April 2020 through May 2020, the Company

sold 11,000,000 shares of common stock to Dr.

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

of $ 220,000 .

During July, August and October 2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares

of common stock to Dr.

Allen Meglin at $ 0.03 per share, $ 0.10 per share and $ 0.08 per share, respectively, for an aggregate purchase price

of $ 127,251 (see Note 10).

On October 10, 2019, the Company and Michael Carbonara,

a director of the Company agreed to a convertible funding facility arrangement (“Funding Facility”) whereby Mr.

or its designee funded the Company $ 500,000 .

The Funding Facility was converted into 40,000,000 shares of newly issued restricted common

stock of the Company on February 12, 2020, issued to Republic Asset Holdings LLC, a Company controlled by Mr.

2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC at $ 0.02 per share for an aggregate purchase price

of $ 100,000 .

On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC at $ 0.055 per share

for an aggregate purchase price of $ 100,000 (see Note 10).

On February 26, 2020, the Company agreed to immediately

George Shapiro, the Company’s Chief Medical Officer (“CMO”) 5,000,000 shares of common stock in recognition

of past services provided to the Company through February 2020.

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

the CMO to provide ongoing services to the Company.

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

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

by either party of the desire to terminate.

During February 2021, the consulting arrangement was amended whereby the CMO’s accrued

and unpaid consulting fees of $ 82,250 through February 2021 were fully satisfied through the issuance of 500,000 shares of newly issued

common stock of the Company.

Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO continues to

serve in his current position, the CMO shall receive compensation equal to $ 27,000 per quarter beginning May 1, 2021, payable in cash

or in stock (based on the average monthly trading price of the common stock during the applicable quarter) at the option of the Company.

In connection with Mr.

Robert Zucker’s resignation

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

Zucker of 736,808 shares of

unregistered common stock of the Company valued at $ 0.022 per share, the closing price of the common stock of the Company on the grant

date (see Note 10).

On May 28, 2020, the Company entered into a distribution

agreement with a company owned by Jack Mitrani, the son of Mr.

Under the terms of the agreement, the Company agreed to grant

the distributor 3,000,000 shares of unregistered common stock valued at $ 0.115 per share, the closing price of the common stock of the

Company on the grant date (see Note 10).

Effective December 21, 2020, the Company granted

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

Mitrani and Mr.

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

Bothwell and 1,000,000

shares of common stock of the Company each to Mr.

Carbonara and Dr.

Allen Meglin (see

8 - NOTES PAYABLE

Placement Of Convertible Debentures

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

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

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

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

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

Interest on the $150,000 Debentures for each

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

the immediately prior calendar quarter.

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

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

accredited investors.

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

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

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

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

10 th business day following the immediately prior calendar quarter.

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

plus interest accrued and unpaid through the date of the conversion totaling $100,622 into 3,773,584 shares of common stock of

the Company (approximately $0.0267 per share representing a discount to the trading price of $0.0285 as of the effective date

of the transaction).

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

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

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

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

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

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

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

30, 2020 and ending on January 31, 2021.

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

two holders that participated in the $70,000 Debentures described above), agreed to convert the principal amount of the $20,000

debenture plus interest accrued and unpaid through the date of the conversion totaling approximately $20,300 into 160,000 shares

of common stock of the Company (approximately $0.125 per share).

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

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

during the year ended October 31, 2020.

March 2019, the Company issued a $30,000 of convertible 6% debentures (“30,000 Debenture”) to one accredited investor.

The principal amount of the $30,000 Debenture, plus accrued and unpaid interest through June 30, 2020 are payable on the 10 th

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

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

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

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

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

prior calendar quarter.

During June 2019, the Company and the holder of the $30,000 Debenture agreed to convert the principal

amount of the $30,000 Debentures plus interest accrued and unpaid through the date of the conversion totaling $30,478 into 1,111,111

shares of common stock of the Company (approximately $0.0274 per share representing a premium to the trading price of $0.0253

as of the effective date of the transaction).

Promissory Note

February 5, 2019, the Company entered into an unsecured loan agreement with a third party with a principal balance of $25,000.

Allen Meglin (see Note 10).

From time to time, Mr.

Bothwell and/or his respective

affiliates have advanced funds to the Company to pay for certain expenses of the Company.

As of October 31, 2021 and 2020, $ 6,253 and

$ 1,965 , respectively, is owed to Mr.

Bothwell and/or his respective affiliates.

At October 31, 2021, salary amounts owed to Albert

Mari Mitrani and Ian Bothwell were $ 275,924 , $ 362,455 and $ 843,478 , respectively and consulting fees owed to Dr.

George Shapiro

were $ 54,000 .

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

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

$ 649,407 , respectively and consulting fees owed to Dr.

George Shapiro were $ 54,833 .

NOTE 8 - NOTES PAYABLE

Private Placement Of Convertible Debentures

On June 20, 2018, the Company issued a total of

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

The principal amount of the $150,000

Debentures, plus accrued and unpaid interest through June 30, 2019 were payable on the 10 th business day subsequent to June

30, 2019, unless the payment of the $150,000 Debentures were prepaid at the sole option of the Company, were converted as provided for

under the terms of the $150,000 Debentures, and/or accelerated due to an event of default in accordance with the terms of the $150,000

Interest on the $150,000 Debentures for each calendar quarter ended beginning with the quarter ended June 30, 2018 is payable

on the 10 th business day following the immediately prior calendar quarter.

The $150,000 Debentures were not repaid as required.

At October 31, 2021, the principal balance of the $150,000 Debentures outstanding was $ 144,000 and accrued and unpaid interest was $ 2,160 .

During October 2018, the Company issued a total

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

The principal amount of the $70,000

Debentures, plus accrued and unpaid interest through September 30, 2019 were payable on the 10 th business day subsequent to

September 30, 2019.

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

On June 25, 2020, the Company entered into a

settlement and general release agreement with the holder of the $50,000 Debenture (one of the two holders that participated in the $70,000

Debentures described above), whereby the Company is required to repay the balance of the $ 50,000 Debenture in eight monthly installments

of $ 6,250 plus outstanding accrued interest beginning June 30, 2020 and ending on January 31, 2021.

During October 2020, the Company and

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

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

$ 20,300 into 160,000 shares of common stock of the Company (approximately $ 0.125 per share).

The conversion price was at a discount to

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

been recorded during the year ended October 31, 2020.

Unsecured Promissory Note

On February 5, 2019, the Company entered into

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

The outstanding principal was due March 8, 2019.

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

The third party subsequently

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

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

As of October 31, 2020, the remaining

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

September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $100,000 in connection with

an unsecured line of credit (“Credit Facility”).

loan was not repaid on the maturity date as required.

The third party subsequently agreed to apply amounts due for invoices due

from third party for future purchases of the Company products to the extent of the outstanding balances owed by the Company in connection

with the loan (interest and principal).

As of October 31, 2021, the remaining amount due under this arrangement was approximately $ 4,392 .

Credit Facility

On September 19, 2019, the Company’s wholly

owned subsidiary, General Surgical Florida, received $ 100,000 in connection with an unsecured line of credit (“Credit Facility”).

The Credit Facility was fully repaid on November 2, 2020.

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

Under the terms of the Credit Facility, the Company was required to make weekly

payments averaging approximately $ 2,541 (payments totaling $ 132,160 ).

The effective annual interest rate was approximately 45.67 %.

Proceeds received from the Credit Facility were used for

working capital purposes.

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

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

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

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

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

in minimum $100,000 monthly tranches by no later than February 15, 2020 (“Funding Expiration Date”).

The Funding Facility

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

The Funding Facility, plus

all accrued interest, automatically converts into 40,000,000 shares of newly issued restricted common stock of the Company (“Converted

Stock”) if the Noteholder funds the full $500,000 by the Funding Expiration Date.

The Noteholder fully funded the Funding

Facility as prescribed on February 12, 2020 and the Company issued the Noteholder the Converted Stock to the Noteholders designated

entity, Republic Asset Holdings LLC.

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

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

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

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

Organics Inc.

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

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

the one-year anniversary of the note.

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

May 1, 2019, the Company, Mint Organics and the Third party agreed to a settlement of the outstanding loan whereby the Company

agreed to issue the Third Party 2,735,000 shares of newly issued common stock of the Company.

At the time of the settlement, the

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

The common stock issued was

priced at $0.0265 per share representing a discount to the trading price of $0.049 as of the effective date of the transaction.

In connection with the exchange, the Third Party provided a release to the Company in connection with any claims associated with

the loan agreement.

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

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

For the years ended October 31,

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

during those periods.

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

received from the Credit Facility were used for working capital purposes.

Iglesias, who at the time was the Company’s Chief

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

Funding Facility

On October 10, 2019, the Company and an investor

(“Noteholder”) agreed to a funding facility arrangement (“Funding Facility”) whereby the Noteholder was required

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

the Company up to an aggregate of $ 500,000 (“Funding Facility Limit”) in minimum $ 100,000 monthly tranches by no later than

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

The Funding Facility matures on February 15, 2021 (“Maturity Date”)

and accrues interest at 6.0 % per annum.

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

of newly issued restricted common stock of the Company (“Converted Stock”) if the Noteholder funds the full $ 500,000 by the

Funding Expiration Date.

The Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company issued the

Noteholder the Converted Stock to the Noteholders designated entity, Republic Asset Holdings LLC.

The Company determined the fair value of the Converted

Stock in accordance with ASC 820, which was determined to be approximately $ 599,400 .

As a result, the Company has recorded additional

interest expense in the amount of $ 94,170 , as of the date of conversion, representing the amount of the discount to the fair value of

the Converted Stock associated with the conversion of the Funding Facility obligation totaling $ 505,230 on the date of conversion (principal

and accrued interest).

NOTE 9 — INCOME TAXES

The Company files a consolidated federal income

tax return that includes all of its subsidiaries.

For the years ended October 31, 2021 and 2020, the Company incurred operating losses,

and therefore, there was not any current income tax expense amount recorded during those periods.

The consolidated provision for income taxes for

October 31, 2021 and 2020 consists of the following:

Schedule of consolidated provision for income taxes

Current Income Tax Expense (Benefit)

$ ( 2,651,809 )

$ ( 2,626,791 )

Deferred Income Tax Expense (Benefit)

( 3,215,218 )

( 3,167,587 )

Change in Valuation Allowance

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

A reconciliation

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

( 3,167,587 )

Income tax provision

Effective tax rates differ from the federal statutory

rate of 21 % for 2021 and 2020 applied to income before income taxes.

A reconciliation of the U.S.

federal statutory tax amount to the

Company’s effective tax amount is as follows:

Schedule of Income before Income Taxes

Tax at federal statutory rate

$ ( 2,678,878 )

$ ( 2,642,423 )

State taxes, net of federal benefit

1 unchanged sentence

Total income tax expense (benefit)

( 3,215,218 )

( 3,167,587 ))

Change in valuation allowance

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

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

were as follows:

Income tax provision

The Company had a federal net operating loss carryover

of $ 7,200,185 as of October 31, 2021.

The tax effects of temporary differences and carry-forwards

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

Schedule of Deferred Tax assets and Liabilities

Deferred Tax Assets:

3 unchanged sentences

Net operating loss carryforward-State

State bonus depreciation

Total deferred tax assets:

3 unchanged sentences

Valuation Allowance

( 9,381,045 )

( 6,165,827 )

Net deferred tax assets

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

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

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

tax asset was offset by a full valuation allowance.

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

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

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

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

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

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

The Company’s

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

In connection with the

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

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

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

In connection with the notices, the IRS indicated

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

During January 2018, the Company requested

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

During April 2018, the IRS notified the Company that

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

penalties for the tax years ended 2012 –

2015 were denied.

FASB ASC 740 requires a valuation allowance against

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

will not be realized.

At October 31, 2021 and October 31, 2020, the net deferred tax asset was offset by a full valuation allowance.

IRS Penalties

The Company’s income tax returns for the

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

until August 2017 (“Delinquent Filed Returns”).

The Company’s income tax returns for the tax year ended October 31,

2016 were filed with the IRS during December 2017.

In connection with the Delinquent Filed Returns, during the period September 2017 through

October 2017, the Company received notices that it was being assessed approximately $ 90,000 of penalties, plus interest (“IRS Penalties”),

in connection with the late filing of certain information returns that were included as part of the Delinquent Filed Returns.

In connection

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

January 2018, the Company requested from the IRS an abatement of the IRS penalties based on reasonable cause.

During April 2018, the IRS

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

for the IRS penalties for the tax years ended 2012 – 2015 were denied.

The Company is currently appealing the initial determination

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

During the period that

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

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

In connection with the notices,

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

CAPITAL STOCK

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

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

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

approval, within any limitations

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

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

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

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

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

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

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

Preferred Stock.

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

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

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

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

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

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

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

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

filed a “Request for Collection Due Process Equivalent Hearing” (“Request”) in September 2021 .

period that the Request is being reviewed and processed by the IRS, the IRS has agreed to put a hold on taking any levy action against

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

In connection with the notices, the Company has

accrued $ 83,684 and $ 70,000 of accrued tax penalties and interest on the balance sheet as of October 31, 2021 and October 31, 2020, respectively.

NOTE 10 – CAPITAL STOCK

Preferred Stock

On January 19, 2021, the Company filed a Definitive 14C with the SEC regarding the corporate action.

On February 9, 2021, the Company intends to file the Certificate of Amendment to the Company’s Articles of Incorporation

with the Secretary of State of Nevada to effectuate the corporate action on February 9, 2021.

of Common Stock - Sales:

November 2019 through January 2020, the Company sold 3,250,000 shares of common stock to three “accredited investors”

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

The Company is authorized to issue 10,000,000

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

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

The Company’s board of directors is authorized,

without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix

and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock.

Issued Shares

As of October 31, 2021, there were no designations

of Preferred Stock authorized or outstanding.

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

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

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

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

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

On June 2, 2020, the Company filed a

Definitive 14C with the SEC regarding the corporate action.

On June 24, 2020, the Company filed a Certificate of Amendment to the Company’s

Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on June 24, 2020.

On December 21, 2020 and January 4, 2021, pursuant

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

equivalency of 53.55% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles of Incorporation

of the Company to increase the authorized amount of common stock from 1,500,000,000 to 2,500,000,000 , without changing the par value of

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

On January 19, 2021, the Company filed

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

On February 9, 2021, the Company intends to file the Certificate of Amendment

to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on February

Issuances of Common Stock - Sales:

During November 2019 through January 2020, the

Company sold 3,250,000 shares of common stock to three “accredited investors” at $ 0.02 per share for an aggregate purchase

price of $ 65,000 .

The proceeds were used for working capital.

February 2020 through April 2020, the Company sold 11,050,000 shares of common stock to five “accredited investors”

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

During February 2020 through April 2020, the Company

sold 11,050,000 shares of common stock to five “accredited investors” at $ 0.02 per share for an aggregate purchase price of

The proceeds were used for working capital.

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

Allen Meglin, a director of the Company

at $0.02 per share for an aggregate purchase price of $220,000.

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

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

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

$0.08 per share, respectively, for an aggregate purchase price of $127,251.

The proceeds from all of the above sales were used

for working capital.

Certain of the above transactions were at sales prices that were at a discount to the trading prices as of

the effective dates of the transactions, resulting in additional stock-based compensation expense of $195,869, which has been

recorded during the year ended October 31, 2020.

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

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

The proceeds were used for

working capital.

The sales price was at a discount to the trading price of $0.0269 as of the effective date of the transaction,

resulting in additional stock-based compensation expense of $34,500, which has been recorded during the year ended October 31,

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

at $0.02 per share for an

During April 2020 through May 2020, the Company

sold 11,000,000 shares of common stock to Dr.

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

of $ 220,000 .

During July, August and October 2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares

of common stock to Dr.

Allen Meglin at $ 0.03 per share, $ 0.10 per share and $ 0.08 per share, respectively, for an aggregate purchase price

of $ 127,251 .

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

Certain of the above transactions were at sales prices

that were at a discount to the trading prices as of the effective dates of the transactions, resulting in additional stock-based compensation

expense of $ 195,869 , which has been recorded during the year ended October 31, 2020.

On April 27, 2020, the Company sold 5,000,000

shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $ 0.02

per share for an aggregate purchase price of $ 100,000 .

The proceeds were used for working capital.

The sales price was at a discount to

the trading price of $ 0.0269 as of the effective date of the transaction, resulting in additional stock-based compensation expense of

$ 34,500 , which has been recorded during the year ended October 31, 2020.

During May 2020, the Company sold 3,000,000 shares

of common stock to two “accredited investors” at $ 0.02 per share for an aggregate purchase price of $ 60,000 .

were used for working capital.

During July and August 2020, the Company completed

the private placement to 19 accredited investors for the sale of 13,499,992 shares of Common stock of the Company at a selling price of

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

In connection with the Sale, the Company agreed that all of

the proceeds from the Sale are to be deposited into a separate bank account (“Sale Account”) of the Company and the proceeds

are to be used exclusively to fund the costs associated with the Company’s ongoing public company filing requirements, including

audit, tax, valuation and legal fees.

The Company also agreed to maintain the Sale Account with a minimum cash balance of $ 25,000 at all

times until such time that the Company has filed all required financial reports through the period ended July 31, 2021.

During July 2020, the Company sold 1,000,000 shares

of common stock to two “accredited investors”, at $ 0.02 per share and $ 0.03 per share, respectively for an aggregate purchase

price of $ 25,000 .

The proceeds were used for working capital.

During August 2020, the Company sold 8,606,665

shares of common stock to nine “accredited investors”, at prices ranging from $ 0.03 per share and $ 0.06 per share, for an

aggregate purchase price of $ 392,100 .

The proceeds were used for working capital.

July and August 2020, the Company completed the private placement to 19 accredited investors for the sale of 13,499,992 shares

of Common stock of the Company at a selling price of $0.03 per share for an aggregate amount of $405,000 (“Sale”).

In connection with the Sale, the Company agreed that all of the proceeds from the Sale are to be deposited into a separate bank

account (“Sale Account”) of the Company and the proceeds are to be used exclusively to fund the costs associated with

the Company’s ongoing public company filing requirements, including audit, tax, valuation and legal fees.

The Company also

agreed to maintain the Sale Account with a minimum cash balance of $25,000 at all times until such time that the Company has filed

all required financial reports through the period ended July 31, 2021.

July 2020, the Company sold 1,000,000 shares of common stock to two “accredited investors”, at $0.02 per share and

$0.03 per share, respectively for an aggregate purchase price of $25,000.

During September 2020, the Company sold 4,800,000

shares of common stock to five “accredited investors”, at prices ranging from $ 0.06 per share and $ 0.10 per share, for an

aggregate purchase price of $ 410,000 .

The proceeds were used for working capital.

August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited investors”, at prices ranging from

$0.03 per share and $0.06 per share, for an aggregate purchase price of $392,100.

During October 2020, the Company sold 2,033,333

shares of common stock to five “accredited investors”, at prices ranging from $ 0.06 per share and $ 0.10 per share, for an

aggregate purchase price of $ 170,000 .

The proceeds were used for working capital.

September 2020, the Company sold 4,800,000 shares of common stock to five “accredited investors”, at prices ranging

from $0.06 per share and $0.10 per share, for an aggregate purchase price of $410,000.

During November 2020, the Company sold 800,000

shares of common stock to an “accredited investor”, at $ 0.05 per share, for an aggregate purchase price of $ 40,000 .

were used for working capital.

During February 2021, the Company sold an aggregate

of 12,340,910 shares of common stock to five “accredited investors”, at prices ranging from $ 0.05 per share to $ 0.06 per share

for an aggregate purchase price of $ 665,000 .

The proceeds were used for working capital.

October 2020, the Company sold 2,033,333 shares of common stock to five “accredited investors”, at prices ranging

from $0.06 per share and $0.10 per share, for an aggregate purchase price of $170,000.

On February 22, 2021, the Company sold 1,818,181

shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $ 0.055

per share for an aggregate purchase price of $ 100,000 .

The proceeds were used for working capital.

November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”, at $0.05 per share, for

an aggregate purchase price of $40,000.

The sales price was at a discount to

the trading price of $ 0.086 as of the effective date of the transaction, resulting in additional stock-based compensation expense of $ 56,364 ,

which has been recorded during the year ended October 31, 2021.

During April 2021, the Company sold an aggregate

of 13,677,821 shares of common stock to seven “accredited investors” at prices ranging from $ 0.03 per share to $ 0.25 per share

for an aggregate purchase price of $ 535,000 .

The proceeds were used for working capital.

of Common Stock –

Stock Compensation:

described in Note 12, upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered

common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance.

The VP Agreements also provide

each Sales Executives the right to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary

of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that

the VP Agreements remain in effect during the applicable quarterly period.

As of October 31, 2020, each Sales Executive has vested

an additional 2,250,000 Performance Shares (total 4,500,000).

The Company recorded stock-based compensation expense for each respective

quarterly period that the Performance Shares vested during the year ended October 31, 2020 of $52,500 (total $157,500).

described in Note 12, in connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000

shares of unregistered common stock (“Shares”) valued at $0.022 per share, the closing price of the common stock of

the Company on the grant date.

The Company recorded a total of $266,400 of stock-based compensation expense during the year ended

October 31, 2020 based on the vesting of the Shares (50% of the Shares vest as of the Effective Date of the Consultants Agreement

and 50% of the Shares vest on the six-month anniversary of the Consultants Agreement).

the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting

services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 shares of unregistered common

stock valued between $0.027 and $0.031 per share, the closing price of the common stock of the Company on the respective grants

The Company recorded $18,650 of stock-based compensation expense during the year ended October 31, 2020.

the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting

services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 shares of unregistered

common stock valued between $0.029 and $0.034 per share, the closing price of the common stock of the Company on the respective

grants dates.

The Company recorded $89,458 of stock-based compensation expense during the year ended October 31, 2020.

the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services

to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 shares of unregistered common stock

valued between $0.031 and $0.048 per share, the closing price of the common stock of the Company on the respective grants dates.

For certain of the issuances, the stock vests on January 31, 2021, provided the recipient remains engaged with the Company during

The Company recorded $27,809of stock-based compensation expense during the year ended October 31, 2020.

April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory

services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 shares of unregistered

common stock valued between $0.023 and $0.28 per share, the closing price of the common stock of the Company on the respective

grants dates.

The Company recorded $96,600 of stock-based compensation expense based on the grant date fair value of these shares

During May 2021, the Company sold an aggregate

of 2,087,822 shares of common stock to eight “accredited investors” at prices ranging from $ 0.13 per share to $ 0.15 per share

for an aggregate purchase price of $ 286,250 .

The proceeds were used for working capital.

During the period June 2021 through July 2021,

the Company sold an aggregate of 11,541,500 shares of common stock to four “accredited investors” at prices ranging from $ 0.05

per share to $ 0.13 per share for an aggregate purchase price of $ 631,020 .

The proceeds were used for working capital.

During August 2021, the Company sold an aggregate

of 3,000,000 shares of common stock to one “accredited investor” at $ 0.05 per share for an aggregate purchase price of $ 150,000 .

The proceeds were used for working capital.

During October 2021, the Company sold an aggregate

of 7,500,000 shares of common stock to four “accredited investors” at $ 0.04 per share for an aggregate purchase price of $ 300,000 .

The proceeds were used for working capital.

In November 2021, the Company sold an aggregate

of 8,000,000 shares of common stock to one “accredited investor” at $ 0.05 per share for an aggregate purchase price of $ 400,000 .

The proceeds were used for working capital.

In February 2022, the Company sold an aggregate of 8,333,333

shares of common stock to one “accredited investor” at $ 0.03 per share for an aggregate purchase price of $ 250,000 .

were used for working capital.

Issuances of Common Stock – Stock Compensation:

Upon execution of the VP Agreements, each of the

Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company (“Execution Shares”) valued at

$ 0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 35,000 of stock-based

compensation expense on the grant date for each issuance.

The VP Agreements also provide each Sales Executives the right to receive a

minimum of 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum

9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during the applicable quarterly

For the year ended October 31, 2021 and 2020, each Sales Executive has vested an additional 6,300,000 and 2,250,000 Performance

Shares (total 17,100,000 shares).

The Company recorded stock-based compensation expense for the years ended October 31, 2021 and 2020

in connection with the vested Execution Shares and Performance Shares of $ 323,400 and $ 227,500 , respectively (see Note 12).

In connection with the execution of the Consultants

Agreement, the Company issued to the Consultants 12,000,000 shares of unregistered common stock (“Shares”) valued at $ 0.022

per share, the closing price of the common stock of the Company on the grant date.

The Company recorded a total of $ 266,400 of stock-based

compensation expense during the year ended October 31, 2020 based on the vesting of the Shares (50% of the Shares vest as of the Effective

Date of the Consultants Agreement and 50% of the Shares vest on the six-month anniversary of the Consultants Agreement).

In connection

with the execution of the Amendment of the Consultant’s Agreement, the Company issued to the Consultants 20,000,000 shares of unregistered

common stock (“Shares”) valued at $ 0.0614 per share, the closing price of the common stock of the Company on the grant date.

The Company will amortize the costs associated with this issuance of $ 1,228,000 over the remaining term of the Consultant’s Agreement.

The shares issued vest 50% as of the date of the Amendment and the remaining 50% will vest on December 31, 2021 or upon the date that

the Company obtains approval for certain IND’s submitted, whichever is sooner.

The Company recorded a total of $ 358,167 of stock-based

compensation expense during the year ended October 31, 2021.

During the period November 1, 2019 through January

31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance

to three individuals an aggregate of 650,000 shares of unregistered common stock valued between $ 0.027 and $ 0.031 per share, the closing

price of the common stock of the Company on the respective grants dates.

The Company recorded $ 18,650 of stock-based compensation expense

during the year ended October 31, 2020.

February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance

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

of the Company on the grant date.

The Company recorded $140,000 of stock-based compensation expense during the year ended October

31, 2020 based on the fair value of these shares on the grant date.

connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved

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

common stock of the Company on the grant date.

The Company recorded $16,210 of stock-based compensation expense during the during

the year ended October 31, 2020 based on the fair value of these shares on the grant date.

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

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

at $0.115 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $345,000 of

stock-based compensation expense during the quarter ended July 31, 2020 based on the fair value of these shares on the grant date.

In addition, the distribution agreement also provides for future stock incentives based on future sales that are generated by

the distributor based on a conversion price equal to 75% of the trading price of the common stock on the last day of the month

in which the incentive was earned.

May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”)

whereby the Advisor will provide financial advisory services (see Note 12).

As consideration, the Company agreed to issue the

Advisor 1,000,000 shares of common stock (“Grant”), of which 250,000 shares shall be fully vested as of the Effective

Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary

of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the

Agreement is in full effect during such vesting period(s) for the respective portion of the Grant.

In addition, Company agreed

to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04

per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective

Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month

anniversary of the Effective Date of the agreement, respectively, provided however that the Agreement is renewed and in full effect

during the applicable vesting period(s) for the respective portion of the grant.

Notwithstanding the above, any unvested Grant

or Warrants prescribed above will immediately become vested shares if (a) the Company concludes a transaction involving any of

the entities introduced by Advisor based on a transaction value greater than $5MM or (b) the Company completes any transaction

that results in a change in control or any financing transaction with an aggregate value of at least $25MM.

The Grant shares were

valued at $0.04 per share, the closing price of the common stock of the Company on the grant date.

The Company will record $10,000

of stock-based compensation expense during each quarter in which the Grant shares become vested based on the fair value of these

vested shares on the grant date.

During October 2020, the Company terminated the agreement with the Advisor as provided for under

the advisor agreement.

July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting

services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the

Company issued the consultant 5,000,000 shares of unregistered common stock valued at $0.05 per share, the closing price of the

common stock of the Company on the effective date of the agreement.

All of the shares granted vested immediately on the date of

The Company recorded $250,000 of stock-based compensation expense based on the grant date fair value of these shares

During the period February 1, 2020 through April

30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance

to four individuals an aggregate of 2,725,000 shares of unregistered common stock valued between $ 0.029 and $ 0.034 per share, the closing

price of the common stock of the Company on the respective grants dates.

The Company recorded $ 89,458 of stock-based compensation expense

during the year ended October 31, 2020.

August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations

services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the

Company issued the consultants 300,000 shares and 25,000 shares, respectively, of unregistered common stock valued at $0.127 per

share, the closing price of the common stock of the Company on the effective date of the agreements.

The Company recorded a total

of $40,790 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October

October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved

the issuance to two individuals an aggregate of 230,000 shares of unregistered common stock valued between $0.035 and $0.17 per

share, the closing price of the common stock of the Company on the respective grants dates.

During the period May 1, 2020 through July 31,

2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance

to eight individuals an aggregate of 925,000 shares of unregistered common stock valued between $ 0.031 and $ 0.048 per share, the closing

price of the common stock of the Company on the respective grants dates.

For certain of the issuances, the stock vests on January 31,

2021, provided the recipient remains engaged with the Company during the period.

The Company recorded $ 27,809 of stock-based compensation

expense during the year ended October 31, 2020.

During April 2020, May 2020, September 2020 and

October 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the

issuance to nine individuals an aggregate of 1,050,000 shares of unregistered common stock valued between $ 0.023 and $ 0.28 per share,

the closing price of the common stock of the Company on the respective grants dates.

The Company recorded $ 96,600 of stock-based compensation

expense based on the grant date fair value of these shares during the year ended October 31, 2020.

During February 2020, in recognition of past services

provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 shares of unregistered common stock

valued at $ 0.028 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 140,000 of stock-based

compensation expense during the during the year ended October 31, 2020.

November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in

connection with the development of international research and development, sales and distribution and financing opportunities

for a period of six months.

As consideration for agreeing to provide the consulting services to the Company, the Company issued

the consultant 2,000,000 shares of fully vested unregistered common stock valued at $0.145 per share, the closing price of the

common stock of the Company on the effective date of the agreement.

The Company will record $290,000 of stock-based compensation

expense during the three months ended January 31, 2021.

November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved

the issuance to one individual an aggregate of 250,000 shares of unregistered common stock valued at $0.145 per share, the closing

price of the common stock of the Company on the respective grant dates.

compensation expense during the year ended October 31, 2020 based on the fair value of these shares on the grant date.

In connection with the resignation of an independent

member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808 shares of unregistered

common stock valued at $ 0.022 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded

$ 16,210 of stock-based compensation expense during the during the year ended October 31, 2020 based on the fair value of these shares

on the grant date.

On May 28, 2020, the Company entered into a distribution

agreement with a company owned by Jack Mitrani, the son of Mr.

Under the terms of the agreement, the Company agreed to grant

the distributor 3,000,000 shares of unregistered common stock valued at $ 0.115 per share, the closing price of the common stock of the

Company on the grant date.

The Company recorded $ 345,000 of stock-based compensation expense during the year ended October 31, 2020 based

on the fair value of these shares on the grant date.

In addition, the distribution agreement also provides for future stock incentives

based on future sales that are generated by the distributor based on a conversion price equal to 75 % of the trading price of the common

stock on the last day of the month in which the incentive was earned.

On May 15, 2020 (“Effective Date”),

the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial advisory

services (see Note 12).

As consideration, the Company agreed to issue the Advisor 1,000,000 shares of common stock (“Grant”),

of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective

Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary

of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion

of the Grant .

In addition, Company agreed to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the

Company at a purchase price of $ 0.04 per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall

be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth

month and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the Agreement is renewed

and in full effect during the applicable vesting period(s) for the respective portion of the grant.

Notwithstanding the above, any unvested

Grant or Warrants prescribed above will immediately become vested shares if (a) the Company concludes a transaction involving any of the

entities introduced by Advisor based on a transaction value greater than $5MM or (b) the Company completes any transaction that results

in a change in control or any financing transaction with an aggregate value of at least $25MM.

The Grant shares were valued at $0.04 per

share, the closing price of the common stock of the Company on the grant date.

The Company will record $ 10,000 of stock-based compensation

expense based on the grant date fair value of these shares during the quarter ended January 31, 2021.

December 2020, the Board approved the bonus of 47,675,000 shares of newly issued common stock to executive management (consisting

expense during each quarter in which the Grant shares become vested based on the fair value of these vested shares on the grant date.

During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor agreement.

During July 2020, the Company entered into a consulting

agreement with a third party to provide investment banking related consulting services for a minimum period of six months.

As consideration

for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000 shares of unregistered common

stock valued at $ 0.05 per share, the closing price of the common stock of the Company on the effective date of the agreement.

shares granted vested immediately on the date of issuance.

The Company recorded $ 250,000 of stock-based compensation expense based on

the grant date fair value of these shares during the year ended October 31, 2020.

During August 2020, the Company entered into two

separate consulting agreements with third parties to provide marketing and public relations services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants 300,000 shares and 25,000

shares, respectively, of unregistered common stock valued at $ 0.127 per share, the closing price of the common stock of the Company on

the effective date of the agreements.

The Company recorded a total of $ 40,790 of stock-based compensation expense based on the grant date

fair value of these shares during the year ended October 31, 2020.

During October 2020, in consideration for agreeing

to provide lab and administrative consulting services to the Company, the Board approved the issuance to two individuals an aggregate

of 230,000 shares of unregistered common stock valued between $ 0.035 and $ 0.17 per share, the closing price of the common stock of the

Company on the respective grants dates.

The Company recorded $ 8,730 of stock-based compensation expense during the during the year ended

October 31, 2020.

During November 2020, the Company entered into

an additional consulting agreement with a third party to provide consulting services in connection with the development of international

research and development, sales and distribution and financing opportunities for a period of six months.

As consideration for agreeing

to provide the consulting services to the Company, the Company issued the consultant 2,000,000 shares of fully vested unregistered common

stock valued at $ 0.151 per share, the closing price of the common stock of the Company on the effective date of the agreement.

recorded $ 302,000 of stock-based compensation expense during the year ended October 31, 2021.

On August 9, 2021, the Company and the third

party entered into another consulting agreement with substantially the same terms and condition as provided for in the original agreement.

The 2,000,000 shares of fully vested unregistered common stock issued to the consultant under the new agreement were valued at $ 185,400

(valued at $ 0.093 per share, the closing price of the common stock of the Company on the effective date of the agreement).

recorded $ 92,700 of stock-based compensation expense during the year ended October 31, 2021 based on the grant date fair value of these

shares amortized over the term of the agreement.

During November 2020, in consideration for agreeing

to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of

250,000 shares of unregistered common stock valued at $ 0.145 per share, the closing price of the common stock of the Company on the respective

The Company recorded $ 36,225 of stock-based compensation expense based on the grant date fair value of these shares during

the year ended October 31, 2021.

During December 2020, the Board approved the bonus

of 47,675,000 shares of newly issued common stock to executive management (consisting of Mr.

Mitrani and Mr.

Bothwell) totaling 45,000,000 shares;

Bothwell) totaling

45,000,000 shares;

non-executive Board members (consisting of Mr.

Carbonara and Dr.

Meglin) totaling 2,000,000 shares;

administrative staff totaling 550,000;

and to several medical advisors totaling 125,000

The Company will record a total of $5,721,000 of stock-based compensation expense based on the grant date fair value of

these shares during the quarter ended January 31, 2021.

of Common Stock –

Exercise of warrants, Conversion of Debt and Exchanges:

more fully described in Note 8, the Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company

converted the Funding Facility into 40,000,000 shares of common stock of the Company (approximately $0.013 per share).

more fully described in Note 8, during October 2020, the Company and the holder of the $20,000 debenture, agreed to convert the

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

$20,300 into 160,000 shares of common stock of the Company (approximately $0.125 per share).

and Consultants Performance Stock Plan

April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”)

providing for the grant to current senior executive members of management and third-party consultants of an aggregate of approximately

205,000,000 shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational

performance milestones (“Milestones”).

June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior

executive members of management and the current non-executive members of the Board based on the Company completing any transaction

occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company

or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such

issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common

stock in the amounts indicated below.

administrative

staff totaling 550,000 ;

and to several medical advisors totaling 125,000 shares valued at $ 0.12 per share, the closing price of the common

stock of the Company on the respective grant dates.

The Company recorded a total of $ 5,721,000 of stock-based compensation expense based

on the grant date fair value of these shares during the year ended October 31, 2021.

During April 2021, the Board approved the bonus

of 500,000 shares of newly issued common stock to an employee valued at $ 0.055 per share, the closing price of the common stock of the

Company on the grant date.

The Company recorded a total of $ 27,450 of stock-based compensation expense based on the grant date fair value

of these shares during the year ended October 31, 2021.

During December 2020, January 2021 and February

2021, the Company issued to various employees and consultants 25,000 , 240,000 and 50,000 shares of unregistered common stock, respectively,

valued at prices ranging from $ 0.035 to $ 0.17 per share, the closing price of the common stock of the Company on the respective grant

The Company recorded a total of $ 19,855 of stock-based compensation expense during the year ended October 31, 2021 based on the

grant date fair value of these shares.

During February 2021, the Company entered into

a consulting agreement with a third party to provide consulting services for a one-year period.

As consideration for agreeing to provide

consulting services to the Company, the Company agreed to issue the consultant 500,000 shares of unregistered common stock upon completion

of the three-month anniversary of the agreement.

In addition, the Company has agreed to provide an additional 250,000 shares of newly

issued common stock for each celebrity and/or athlete which the consultant arranges to provide marketing services to the Company and that

is responsible for bringing a minimum of $ 75,000 of monthly revenues in connection with sales of the Company’s products, up to a

maximum of 1,500,000 shares.

The shares issued were valued at $ 0.095 per share, the closing price of the common stock of the Company on

the effective date of the agreement, totaling $ 47,500 .

The Company will amortize the costs associated with the issuance over the term

of the agreement.

The Company amortized $ 35,625 of stock-based compensation expense during the year ended October 31, 2021.

During April 2021, the Company entered into a

consulting agreement with a third party to provide investor relation services.

The term of the agreement is month to month and may be

terminated with or without cause.

As consideration for agreeing to provide the consulting services to the Company, the Company has agreed

to pay the consultants a minimum of $ 15,000 per month and to issue 500,000 shares of restricted common stock which vested fully on May

21, 2021 (valued at $ 0.057 per share, the closing price of the common stock of the Company on the grant date).

The Company recorded a

total of $ 28,500 of stock-based compensation expense during the year ended October 31, 2021.

During March 2021, April 2021 and May 2021, the

Company granted a total of 750,000 of common stock to various consultants valued at prices ranging from $ 0.049 per share to $ 0.40 per

share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded $ 85,075 of stock-based

compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

On June 4, 2021, the Company and an employee agreed

to amendment of the employee’s employment agreement.

Under the terms of the amendment, the employee agreed to extend the term of

the agreement through December 31, 2022 and the Company agreed to grant the employee 1,000,000 shares of common stock of the Company to

vest upon execution of the amendment (valued at $ 0.136 per share, the closing price of the common stock of the Company on the grant date).

In addition, the employee is eligible to receive up to an aggregate of 3,000,000 additional shares of common stock based on achievement

of certain milestones.

The total value of the stock granted in connection with the amendment of $ 136,000 will be amortized beginning June

4, 2021 over the remaining term of the agreement.

The Company recorded $ 35,789 of stock-based compensation expense based on the grant

date fair value of these shares during the year ended October 31, 2021.

During June 2021, the Company granted a total

of 1,100,000 of common stock to various consultants and service providers valued at prices ranging from $ 0.14 per share to $ 0.148 per

share, the closing price of the common stock of the Company on the respective grant dates.

The Company recorded $ 154,740 of stock-based

compensation expense based on the grant date fair value of these shares during the year ended October 31, 2021.

On June 10, 2021, the Company agreed to issue

60,000 shares of common stock to a service provider as a prepayment for future services to be provided to the Company valued at $ 10,000

(valued at $ 0.167 per share, the closing price of the common stock of the Company on the date of the agreement).

On December 27, 2021, the Company and an employee

agreed to amendment of the employee’s employment agreement.

Under the terms of the amendment, the employee agreed to extend the

term of the agreement through December 31, 2024 and the Company agreed to increase the employee’s annual salary from $ 180,000 per

year to $ 210,000 per year effective January 1, 2022.

In connection with the amendment, the Company agreed to grant the employee the employee

1,000,000 shares of common stock of the Company to vest over the remaining term of the agreement (valued at $ .029 per share, the closing

price of the common stock of the Company on the grant date).

The total value of the stock granted in connection with the amendment of

$ 29,000 will be amortized over the remaining term of the agreement.

Equity Line Of Credit Commitment:

During November 2021, the Company entered into

an agreement with an investor whereby the investor has agreed to provide the Company with a $ 10,000,000 equity line of credit facility

(“ELOC”), subject to many conditions including the Company determining to proceed with the ELOC, approval and execution of

definitive agreements for the ELOC and the Company subsequently filing a registration statement covering the underlying shares to be sold

under the ELOC.

The Company is not obligated to proceed with the ELOC or file a registration statement for the ELOC.

In connection with

the above, the investor agreed to purchase 7,000,000 restricted common shares of the Company priced at $ 0.05 per share ($350,000) upon

such time that the Company initially files the registration statement for the ELOC.

In connection with the above, the Company agreed to

pay a commitment fee to the investor in the amount of 3,000,000 shares of common stock of the Company fully vested (valued at $ 0.067 per

share, the closing price of the common stock of the Company on the date of the agreement).

The Company will record $201,000 of stock-based

compensation expense based on the grant date fair value of these shares during the quarter ended January 31, 2022.

Issuances of Common Stock – Conversion

As more fully described in Note 8, the Noteholder

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

of common stock of the Company (approximately $ 0.013 per share).

As more fully described in Note 8, during October

2020, the Company and the holder of the $ 20,000 debenture, agreed to convert the principal amount of the $ 20,000 debenture plus interest

accrued and unpaid through the date of the conversion totaling approximately $ 20,300 into 160,000 shares of common stock of the Company

(approximately $ 0.125 per share).

Issuances of Common Stock – Exchange

of balances due on accounts payable for stock:

During February 2021, the consulting arrangement

was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250 were fully satisfied though the issuance of 500,000

shares of newly issued common stock of the Company valued at $ 0.165 per share (share price was $0.084 per share on the date of the exchange).

Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO continues to serve in his current position,

the CMO shall receive compensation equal to $ 27,000 per quarter beginning May 1, 2021, payable in cash or in stock (based on the average

monthly trading price of the common stock during the applicable quarter) at the option of the Company.

During May 2021, the Company and two employees

agreed to exchange $ 30,973 of commission payables due to the employees for 176,989 shares of newly issued common stock valued at $ 0.175

per share, the closing price of the common stock of the Company on the date of the exchange.

Management and Consultants Performance Stock

On April 25, 2020, the Company approved the adoption

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

of management and third-party consultants shares of common stock of the Company (“Shares”) based on the achievement of certain

defined operational performance milestones (“Milestones”).

On June 29, 2020, the Board amended the MCPP,

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

non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member

of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company

(“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction

fully diluted price per share of the Company’s common stock in the amounts indicated below.

Schedule of minimum pre-Transaction price per share

Pre-Transaction Price Per Share

2 unchanged sentences

Non-executive Board Bonus Shares

for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent

share issuances

each executive consisting of Albert Mitrani, Dr.

proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances

per each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell, and Dr.

George Shapiro

each non-executive Board member consisting of Dr.

per each non-executive Board member consisting of Dr.

Allen Meglin and Michael Carbonara

August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr.

Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical

trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment

with the Company based on the amounts indicated below:

On August 14, 2020, the Board amended the MCPP,

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

Mitrani and Ian Bothwell based on the Company obtaining

aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or

equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below:

Schedule of debt and/or equity financings

Aggregate Funding Amount

September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million

and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr.

Mitrani and Ian Bothwell

upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively,

for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment

with the Company.

addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all

previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all

incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones

achieved through September 23, 2020.

In the future, each of the current executives shall be entitled to receive 5 million shares

as a performance incentive for each IND and/or “Expanded Access”

approval (and excluding all eIND’s) received

by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company.

to the MCPP, a total of 293,000,000 shares have been issued and approximately 582,500,000 shares are authorized to be issued under

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

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

On September 23, 2020, the Board amended the MCPP,

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

respectively, to each Albert Mitrani, Dr.

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

above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021

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

In addition, each of the current executives were

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

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

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

In the future, each of the

current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access”

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

during the term of employment with the Company.

On February 10, 2021, the Board amended the MCPP,

providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares

for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares

for each Phase III clinical trial fully enrolled.

In addition, the CMO’s portion of a designated grant for an achievement of any

applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the

Pursuant to the MCPP, a total of 342,500,000 shares

have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the

defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed

and/or serving as a member of the Board:

Schedule of management and consultants performance stock plan

MCPP Remaining

Albert Mitrani

Maria Mitrani

George Shapiro

Michael Carbonara

Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the

fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved.

For the MCPP Shares approved

on April 25, 2020, June 29, 2020, August 14, 2020 and September 23, 2020, the closing price of the common stock of the Company

was $0.027, $0.056, $0.128 and $0.28, respectively.

connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares

approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company

on the date that those respective MCPP Shares were approved.

The Company recorded a total of $7,911,000 of stock-based compensation

expense during the year ended October 31, 2020, based on the fair value of the actual MCPP Shares awarded.

summary of warrant activity for the years ended October 31, 2019 and 2020 are presented below:

The Company will record stock-based compensation

expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective

milestone for the MCPP Shares were approved.

In connection with the MCPP Shares that have been awarded to date, all such shares were issued

in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common

stock of the Company on the date that those respective MCPP Shares were approved.

During the years

ended October 31, 2021 and 2020, a total 49,500,000 shares and 293,000,000 shares, respectively, were issued in connection with certain

Milestones achieved.

The Company recorded a total of $1,336,500 and $7,911 ,000 of stock-based compensation

expense during the years ended October 31, 2021 and 2020, respectively.

For the MCPP Shares approved on April 25, 2020, June 29, 2020,

August 14, 2020, September 23, 2020, and February 10, 2021, the closing price of the common stock of the Company was $0.027, $0.056, $0.128,

$0.28 and 0.108, respectively.

Upon completion of the Share Exchange (see below),

the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.

2021 Plan and Share Exchange Agreement

In September 2021, the Company adopted the 2021

Equity Incentive Plan (“2021 Plan”).

The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options,

Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “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 250,000,000 shares.

The 2021 Plan is administered by (a) the

board of the directors of the Company;

or (b) a 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 of directors 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.

On October 29, 2021, the Company entered into

an Exchange Agreement (the “Exchange Agreement”) with shareholders (including executive officers) who were issued shares under

(i) various consulting and employment agreements during 2021 (the “Service Providers”), and (ii) those shareholders who were

issued shares of common stock pursuant to the MCPP (the “MCPP Holders”).

Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment

agreements (the “Service Provider Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of

49,500,000 shares under the MCPP, for an aggregate of 79,800,000 shares of common stock.

As of the effective date of the Exchange Agreement,

the Service Providers and MCPP Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares

or the shares issued under the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000

shares of common stock under the 2021 Plan (the “Exchange Shares”).

Upon completion of the Share Exchange, the 2020 Plan

and the MCPP (but not Awards of unexchanged shares of our common stock) were terminated.

The shares received in connection with the Exchange

Agreement were treated as a modification to the original awards granted.

The Company determined that there was not any incremental value

resulting from the exchange and as a result there was no additional compensation costs recorded.

As of October 31, 2021, a total of 83,400,000

shares of our common stock, including the Exchange Shares have been awarded under the 2021 Plan.

Unvested Equity Instruments:

A summary of unvested equity instruments outstanding

for the years ended October 31, 2021 and 2020 are presented below:

Schedule of unvested equity instruments

Number of Nonvested Shares

Outstanding at October 31, 2020

Non-Vested Shares Granted

Expired/Forfeited

Outstanding at October 31, 2021

Number of Nonvested Shares

Outstanding at October 31, 2019

Non-Vested Shares Granted

Expired/Forfeited

Outstanding at October 31, 2020

As of October 31, 2021, the total compensation

cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized

was $ 1,093,022 and 14.3 months, respectively.

As of October 31, 2020, the total compensation

cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized

was $ 32,222 and 20.0 months, respectively.

NOTE 11 – WARRANTS

A summary of warrant activity for the years ended

October 31, 2021 and 2020 are presented below:

Summary of Warrant Activity

Weighted-average

Exercise Price

2 unchanged sentences

Expired/Forfeited

Outstanding at October 31, 2019

Exercisable at October 31, 2019

Outstanding and exercisable at October 31, 2021

Weighted-average

Exercise Price

2 unchanged sentences

Expired/Forfeited

( 4,529,371 )

Outstanding and exercisable at October 31, 2020

February 26, 2020, the Company issued the CFO a cashless warrant to purchase an aggregate of 7,500,000 shares of common stock

in connection with the CFO’s employment agreement.

The warrant is exercisable for $0.028 per share (the closing price of

the Company’s common stock on the date of grant), until the tenth anniversary date of the date of issuance.

valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average

(1) risk free interest rate 1.14%, (2) term of 10 years, (3) expected stock volatility of 87%, and (4) expected dividend

On February 26, 2020, the Company issued the CFO

a cashless warrant to purchase an aggregate of 7,500,000 shares of common stock in connection with the CFO’s employment agreement.

The warrant is exercisable for $ 0.028 per share (the closing price of the Company’s common stock on the date of grant), until the

tenth anniversary date of the date of issuance.

The Company valued the warrants on the dates of the grant using the Black-Scholes option

pricing model with the following weighted average assumptions:

(1) risk free interest rate 1.14 %, (2) term of 10 years, (3) expected stock

volatility of 87 %, and (4) expected dividend rate of 0 %.

All of the warrants vested immediately.

The grant date fair value of the warrants issued was $176,250.

recorded $176,250 of stock-based compensation expense during the year ended October 31, 2020 based on the fair value of these

warrants on the grant date.

May 15, 2020 (“Effective Date”), the Company granted the Advisor warrants to purchase 6,000,000 shares of common stock

of the Company at a purchase price of $0.04 per share (“Warrants”) and exercisable for three years from the Effective

Warrants to purchase 2,000,000 shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000

of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement,

respectively, provided however that the agreement is renewed and in full effect during the applicable vesting period(s) for the

respective portion of the grant.

Notwithstanding the above, any unvested Warrants prescribed above will immediately become vested

if (a) the Company concludes a transaction involving any of the entities introduced by Advisor based on a transaction value greater

than $5,000,000 or (b) the Company completes any transaction that results in a change in control or any financing transaction

with an aggregate value of at least $25,000,000.

The Company valued the warrants on the dates of the grant using the Black-Scholes

option pricing model with the following weighted average assumptions:

(1) risk free interest rate 0.31%, (2) term of 3 years,

(3) expected stock volatility of 90%, and (4) expected dividend rate of 0%.

The grant date fair value of the warrants issued was

The Company will record $40,400 of stock-based compensation expense during the period that the Grant shares vest based

on the fair value of these warrants on the grant date.

The grant date fair value of the warrants

issued was $176,250.

The Company recorded $ 176,250 of stock-based compensation expense during the year ended October 31, 2020 based on

the fair value of these warrants on the grant date.

On May 15, 2020 (“Effective Date”),

the Company granted the Advisor warrants to purchase 6,000,000 shares of common stock of the Company at a purchase price of $ 0.04 per

share (“Warrants”) and exercisable for three years from the Effective Date.

Warrants to purchase 2,000,000 shares shall be

vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month

and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the agreement is renewed and

in full effect during the applicable vesting period(s) for the respective portion of the grant .

Notwithstanding the above, any unvested

Warrants prescribed above will immediately become vested if (a) the Company concludes a transaction involving any of the entities introduced

by Advisor based on a transaction value greater than $5,000,000 or (b) the Company completes any transaction that results in a change

in control or any financing transaction with an aggregate value of at least $25,000,000.

The Company valued the warrants on the dates

of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest rate

0.31 %, (2) term of 3 years, (3) expected stock volatility of 90 %, and (4) expected dividend rate of 0 %.

The grant date fair value of the

warrants issued was $ 121,200 .

The Company will record $ 40,400 of stock-based compensation expense during the period that the Grant shares

vest based on the fair value of these warrants on the grant date.

During October 2020, the Company terminated the agreement with the Advisor

as provided for under the advisor agreement (see Note 12).

stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations

COMMITMENTS AND CONTINGENCIES

description of Mr.

Mitrani’s, Dr.

Mitrani’s and Mr.

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.

All stock compensation expense is classified under

general and administrative expenses in the consolidated statements of operations

NOTE 12 – COMMITMENTS AND CONTINGENCIES

The description of Mr.

Mitrani’s, Dr.

Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as 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 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.

Pursuant to Dr.

Mitrani’s April

2018 Executive Employment Agreement, Dr.

Mitrani continues to serve as the Company’s Chief Science Officer.

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 (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 Date.

The period during which the Executive is employed by the Company

hereunder is hereinafter referred to as the “Employment Term.”

Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent

to December 31, 2017, on May 15, 2018.

Such payments were not made as required (see Note 7).

Benefits and Perquisites

the Employment Term, each Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the

Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of

Company may terminate the April 2018 Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive

Employment Agreement, including, the Executive’s death, disability, Executive’s willful and intentional failure or

refusal to follow reasonable instructions of the Company’s Board of Directors, reasonable and material policies, standards

and regulations of the Company’s Board of Directors or management.

To The April 2018 Executive Employment Agreements

26, 2020 Amendment

February 26, 2020, the Company agreed to modify the employment agreement of Mr.

Bothwell, the Company’s Chief Financial Officer to provide Mr.

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.”

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.

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

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.

Bothwell with:

extension to his employment agreement dated April 13, 2018 from December 2020 to December

2023 consistent with other executives of the Company;

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.

25, 2020 Amendment

April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr.

Mitrani, (individually

a) an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent

with other executives of the Company;

b) 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.

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 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:

extension to the term of the employment agreements dated April 13, 2018 from December

31, 2023 to December 31, 2025.

increase in base annual salary from $162,500 to $300,000.

The amended salary amount of $300,000 shall be retroactively adjusted

to commence as of January 1, 2019.

The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual

salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash.

Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January

1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average

trading price during the month in which the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to

January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price

of the stock on the last trading day in December 2019.

December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be

converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which

the accrued salary pertains.

For any unpaid 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).

In the event of a Change in Control and the Executive’s employment

agreement is not extended for period of five years from the date of the Change in Control

with all other terms and conditions of the agreement remaining the same, then the Executive

may terminate the agreement for good reason and all respective severance terms as provided

for a termination by Executive for good reason described in clause 1 above shall be provided

to Executive.

termination due to disability, death, or non-renewal by Company:

existing accrued obligations existing at time of termination shall be paid to Executive.

unvested equity grants in favor of Executive shall immediately become fully vested and

any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted

to Executive, regardless of whether the associated milestone were achieved prior to termination.

shall be entitled to a cash payment equal to 299% of Executive’s base salary in

effect at the time of termination, plus a gross up amount to cover Executive’s

tax liability associated with such payment.

of the prior years cash or stock bonus (excluding MCPP performance stock grants).

29, 2020 Amendment

June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive

Employment Agreements for each of Executives.

The primary amended terms associated with the agreements for each Executive were

substantially similar and consisted of the following:

increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts

provided below, provided such monthly revenue increase occurs for four consecutive months.

Upon the achievement of the defined

salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met.

Any adjustment

pursuant to this provision shall not be reduced for any future reduction in revenues that may occur.

Monthly Revenues (in millions)

Base Salary Increase

May 15, 2020 (“Effective Date”), the Company entered into a one-year agreement (“Advisor Agreement”) with

an individual to provide financial advisory services to the Company (“Advisor”).

The Advisor Agreement is subject

to successive, automatic one (1) year extensions unless either party has given the other 30- day written notice prior to the expiration

of then in effect termination date, of their desire not to renew the Advisor Agreement.

As the compensation for Advisor’s

services and his fulfillment of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 shares of

common stock (“Stock Grant”), of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares

vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective

Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Advisor Agreement

is in full effect during such vesting period(s) for the respective portion of the Stock Grant.

In addition, Company agreed to

grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04

per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective

Date of the Advisor Agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth

month anniversary of the Effective Date of the Advisor agreement, respectively, provided however that the Advisor Agreement is

in full effect during the applicable vesting period(s) for the respective portion of the grant.

The Advisor Agreement may be terminated

by the Company based on Advisor’s breach of any of the terms of the Advisor Agreement, the Company’s determination

that Advisor is not meeting the desired objectives or if either party provides notice of the desire not to renew the Advisor Agreement

upon expiration.

During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor

The unvested portion of the Stock Grant and Warrants as of the termination date were cancelled.

January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to

serve as a Vice President –

Global Sales and Marketing.

The terms of each Sales Executive employment agreement are identical

(“VP Agreements”).

The initial term of the VP agreements are for three years and provide for automatic annual renewals

thereafter, unless either party provides 90-day written notice prior to expiration of the then current term.

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 to December

An increase in base annual salary from $162,500 to $300,000.

The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019.

The increased annual salary

of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall

only be paid only upon there being sufficient available cash .

Beginning July 1, 2020, at the sole option of the Executive, any portion

of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common

stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

For any unpaid Original

Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price

using the closing trading price of the stock on the last trading day in December 2019.

Beginning December 1, 2020, at the sole

option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common

stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

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 or stock

bonus (excluding any stock grants received pursuant to the MCPP).

Change In Control:

In the event of a Change in Control and the Executive’s employment agreement

is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining

the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination

by Executive for good reason described in clause 1 above shall be provided to Executive.

Executive termination due to disability, death, or non-renewal by Company:

a) All existing accrued obligations existing at time of termination shall be paid to Executive.

b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending

grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone

were achieved prior to termination.

c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect

at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment.

d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants).

June 29, 2020 Amendment

On June 29, 2020, the board of directors of the

Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives.

The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following:

An 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.

Schedule of Employee Benefits

Monthly Revenues

(in millions)

On 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

Ian Bothwell a cash bonus of $37,500 for the calendar year ended December 31, 2019.

Effective December 21, 2020, the Company granted

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

Mitrani and Mr.

Bothwell (see Note 10).

Advisor Agreement

Effective May 15, 2020 (“Effective Date”),

the Company entered into a one-year agreement (“Advisor Agreement”) with an individual to provide financial advisory services

to the Company (“Advisor”).

The Advisor Agreement is subject to successive, automatic one (1) year extensions unless either

party has given the other 30- day written notice prior to the expiration of then in effect termination date, of their desire not to renew

the Advisor Agreement.

As the compensation for Advisor’s services and his fulfillment of all obligations under the agreement the

Company agreed to issue the Advisor 1,000,000 shares of common stock (“Stock Grant”), of which 250,000 shares shall be fully

vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the

ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided

however that the Advisor Agreement is in full effect during such vesting period(s) for the respective portion of the Stock Grant.

Company agreed to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price

of $ 0.04 per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective

Date of the Advisor Agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month

anniversary of the Effective Date of the Advisor agreement, respectively, provided however that the Advisor Agreement is in full effect

during the applicable vesting period(s) for the respective portion of the grant.

The Advisor Agreement may be terminated by the Company

based on Advisor’s breach of any of the terms of the Advisor Agreement, the Company’s determination that Advisor is not meeting

the desired objectives or if either party provides notice of the desire not to renew the Advisor Agreement upon expiration.

During October

2020, the Company terminated the agreement with the Advisor as provided for under the advisor agreement.

The unvested portion of the Stock

Grant and Warrants as of the termination date were cancelled.

Sales Executives

On January 6, 2020, the Company entered into employment

agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing.

The terms of each Sales Executive employment agreement are identical (“VP Agreements”).

The initial term of the VP agreements

are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to

expiration of the then current term.

The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the

Sales Executive fails to meet certain defined minimum revenue growth milestones.

The Sales Executives will receive compensation in the

form of monthly salary of $18,000 and a quarterly override during the calendar year 2020 based on revenues earned by the Company during

each quarterly period that exceed $600,000 (“Override Threshold”) beginning for the quarter ended June 30, 2020.

The VP Agreements

may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum

revenue growth milestones.

The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly

override based on revenues earned by the Company during a quarterly period that exceed $600,000 beginning for the quarter ended

June 30, 2020.

In addition, upon execution of the Agreement, each of the Sales Executives were granted 1,000,000 shares of unregistered

common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance.

The VP Agreements also provide

the Sales Executives with the right for each to receive an additional 750,000 shares of common stock at the end of each quarterly

anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided

that the VP Agreements remain in effect during the applicable quarterly period.

The vesting of the Performance Shares may also

be accelerated based on achievement of certain revenue milestones.

The Company will record stock-based compensation expense for

each respective quarterly period that the Performance Shares vest of $52,500.

March 30, 2020 (the “Effective Date”), the Company entered into a consulting agreement (“Agreement”) with

Assure Immune L.L.C.

(the “Consultant”) for an initial term of one year (the “Initial Term”) with automatic

renewals for two (2) additional annual periods (each a “Renewal Term,”

and together with the “Initial Term,”

the “Term”), unless written notice is provided by either party at least 45 days prior to the applicable termination

Under the Agreement, the Consultant will provide the Company during the Term with expertise, experience, advice and direction

associated with the critical functional executive level roles of the Company as it relates to the oversight and management of

the Company’s regulatory, research and development and laboratory operations, consistent with the Company’s corporate

mission and strategies and subject to the resource limitations of the Company.

In connection with the Agreement, the Consultants

will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 and $40,000 the first and

second Renewal Terms, if any.

the Company agreed to issue to the Consultant or its designees 12,000,000 shares of

common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares

vest upon the six-month anniversary of the Effective Date.

The Agreement also provides that upon the commencement of each Renewal

Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement

date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date.

connection with the Agreement, the Consultant (and its principals ) are obligated to comply with customary confidentiality,

non-compete and non-solicitation covenants and have agreed that all intellectual property developed during the term of the Agreement

shall remain the property of the Company.

addition to the Shares to be issued above, the Consultant or its designees were entitled to participate in the Company’s

Management and Consultants Performance Stock Plan (the “MCPP”), more fully described in Note 10.

Pursuant to the MCPP,

the Consultant or its designees were awarded 33,000,000 Shares, based on the achievement of certain defined operational performance

milestones (“Milestones”).

October 2020, the Company entered into a consulting agreement with a third party to provide consulting services in connection

with the development of international research and development, sales and distribution and investment opportunities.

As consideration

for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $12,500

per month during the term of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per

share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones.

The agreement may be terminated after the third month anniversary of the agreement with or without cause.

The Company will record

up to $875,000 of stock-based compensation expense at the time that any shares actually become vested as a result of achievement

of the defined milestones.

of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring:

connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance

with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced

beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products

that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received

Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the

Company’s products and related treatment protocols for specific indications.

The ability to successfully complete the above

efforts will be dependent on the Company’s ability to timely fund the required payments and complete the applicable clinical

trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors

involved in the studies and/or from additional debt and/or equity financings as well as ultimate approval from the FDA.

November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to

provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related

services in connection with a planned future clinical trial.

In connection with the CRO agreement, the Company is obligated to

make payments of approximately $777,714 plus pass through costs and other third-party direct costs during the term of clinical

trial expected to run until September 2021.

In connection with the agreement, the Company is obligated to pay in accordance with

defined completed milestones, beginning with approximately $195,524 upon work order execution.

January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research services, clinical

research professionals and contract clinical, technical and other related services in connection with a planned future clinical

In connection with the CRO agreement, the Company is obligated to payments of approximately $476,943 plus pass through

costs and other third-party direct costs during the term of clinical trial expected to run until August 2021.

In connection with

the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $147,363

upon work order execution.

Convertible Obligations Into Equity Securities

Due Under Executive Employment Agreements

July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020,

including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading

price during the month in which the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to January

1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of

the stock on the last trading day in December 2019.

December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be

converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which

the accrued salary pertains.

For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted

also require the Sales Executives and the Company to mutually agree on the Override Threshold for calendar years 2021 and 2022 to be eligible

for the Override Threshold for those years, which has yet to be agreed to.

Upon execution of

the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035

per share, the closing price of the common stock of the Company on the grant date.

The VP Agreements also provide each Sales Executives

the right to receive a minimum of 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout

the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during

the applicable quarterly period .

Consultant Agreements

Effective March 30, 2020 (the “Effective

Date”), the Company entered into a consulting agreement (“Agreement”) with Assure Immune L.L.C.

(the “Consultant”)

for an initial term of one year (the “Initial Term”) with automatic renewals for two (2) additional annual periods (each a

“Renewal Term,” and together with the “Initial Term,” the “Term”), unless written notice is provided

by either party at least 45 days prior to the applicable termination date.

Neither party provided written notice within the specified

deadlines to terminate upon expiration of the Initial Term and as a result the Term has been extended to March 30, 2022.

Under the Agreement,

the Consultant will provide the Company during the Term with expertise, experience, advice and direction associated with the critical

functional executive level roles of the Company as it relates to the oversight and management of the Company’s regulatory, research

and development and laboratory operations, consistent with the Company’s corporate mission and strategies and subject to the resource

limitations of the Company.

In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial

Term and monthly consulting fees of $35,000 during the first Renewal Term and $40,000 during the second Renewal Terms, if any.

the Company agreed to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”),

50% of which Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date.

The Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional

Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will vest

on the six (6) month anniversary of such date.

In connection with the Agreement , the Consultant (and its principals ) are obligated

to comply with customary confidentiality, non-compete and non-solicitation covenants and have agreed that all intellectual property developed

during the term of the Agreement shall remain the property of the Company.

In addition to the Shares to be issued above, the Consultant

or its designees will be entitled to participate in the Company’s Management and Consultants Performance Stock Plan (the “MCPP”),

more fully described in Note 10.

Effective March 29, 2021, the Company and the

Consultant entered into an amendment to the Agreement (“Amendment”).

Under the terms of the Amendment, the initial term of

the Agreement was extended for an additional 2 years and the terms for eligibility of the Consultants to receive future grants of stock

above those stock issuances granted as of the date of the Amendment based on achievement of certain future milestones previously provided

for in the Agreement were eliminated.

In addition, the Amendment provided additional terms in connection with termination of the Agreement.

Under the terms of the Amendment, the Consultant received an additional 20,000,000 shares of common stock that vest 50% upon execution

of the Amendment and 50% on the sooner of (1) December 31, 2021 or (2) upon the approval of both of the Company’s IND’s to

be submitted for Osteoarthritis and COVID 19 “Long Hauler”.

During October 2020, the Company entered into

a consulting agreement with a third party to provide consulting services in connection with the development of international research

and development, sales and distribution and investment opportunities.

As consideration for agreeing to provide the consulting services

to the Company, the Company has agreed to pay the consultants a minimum of $12,500 per month for the first three months of the agreement

and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per share, the closing price of the common stock of the

Company on the grant date), based on successful performance of defined milestones.

The agreement could be terminated on the third month

anniversary of the agreement or later with or without cause.

The Company notified the consultant prior to the third month anniversary

that it was going to terminate the agreement on third month anniversary unless mutually agreed upon amendments to the agreement were completed.

The parties never formally reached any arrangement regarding the future amendments (see Legal Matters below).

Preparation of IRB, Pre-IND, IND Protocols

for Clinical Applications and Clinical Trial Initiation and Monitoring:

In connection with the Company’s ongoing

research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and

Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional

biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act

(“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence

clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications.

ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s

products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required

payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing

arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the

ultimate approval from the FDA.

CRO Agreement 1 and CRO Agreement 2

During November 2020, the Company entered into

an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research related services

in connection with a planned future clinical trial (“CRO Agreement 1”).

In connection with the CRO Agreement 1, the Company

was obligated to make payments of approximately $778,000 plus pass through costs and other third-party direct costs during the term of

clinical trial expected to run until September 2021.

In connection with the CRO Agreement 1, the Company was obligated to pay in accordance

with defined completed milestones, beginning with approximately $195,524 upon work order execution.

During January 2021, the Company entered into

an additional agreement with the CRO to provide ongoing clinical research related services in connection with a planned future clinical

trial (“CRO Agreement 2”).

In connection with the CRO Agreement 2, the Company was obligated to payments of approximately

$477,000 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until August 2021.

In connection with the CRO Agreement 2, the Company was obligated to pay in accordance with defined completed milestones, beginning with

approximately $147,000 upon work order execution.

During February 2021, the Company provided notice

to the CRO that it was terminating the engagement of the CRO in connection with the two above-described projects as a result of the significant

increases in projected trial costs over the originally contracted amounts.

On July 29, 2021, the parties reached a settlement agreement

and general release in connection with termination of both of the agreements and all remaining past due amounts of $265,000 whereby the

Company paid the CRO $100,000 and the Company was fully released from paying the remaining unpaid invoiced amounts of $145,000.

year ended October 31, 2021, the Company has recorded approximately $390,000, net of expenses in connection with services performed by

the CRO up through the date the projects were terminated.

New CRO Agreements

During August 2021, October 2021, and December

2021, the Company entered into agreements with a new CRO to provide ongoing clinical research and related services in connection with

three of the Company’s approved clinical research trials (“New CRO Agreements”).

In connection with the New CRO Agreements,

the Company is obligated to make aggregate payments to the CRO of approximately $1,700,000 plus estimated aggregate pass through costs

and other third-party direct costs of approximately $565,000 as well as site and patient related costs.

In connection with the CRO payments,

the Company is obligated the to pay in equal monthly installments over the term of the clinical trial beginning on the commencement of

the applicable clinical trial.

Payments for the pass through costs and other third-party direct costs as well as site and patient related

costs are paid in accordance with completion of agreed upon milestones.

Contingent Convertible Obligations Into Equity

Obligations Due Under Executive Employment

Beginning July 1, 2020, at the sole option of

the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted

by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted

at a conversion price using the closing trading price of the stock on the last trading day in December 2019.

of the Executives have yet to elect to convert any portion of their unpaid Original Base Salary.

of October 31, 2020, there was approximately $721,415 of unpaid Original Base Salary and Incremental Salary related to the period

prior to December 31, 2019 and $378,083 of unpaid Original Base Salary and Incremental Salary related to the period January 1,

2020 through October 31, 2020, that could be converted in the future into approximately 29,715,538 shares of common stock .

September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York

City, New York.

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.

None of the Executives have yet to elect to convert

any portion of their unpaid Original Base Salary.

As of October 31, 2021, there was approximately

$721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $760,000

of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through October 31, 2021, that could be converted

in the future into approximately 35,685,000 shares of common stock (weighted average conversion price of $0.042 per share) .

On September 3, 2015, Ethan NY entered into a

five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York.

The Ethan Lease commenced on October

Under the terms of the Ethan Lease, minimum monthly lease payments

of $9,500 per month were to commence in December 2015 through October 2020.

During June 2016, Ethan NY exited from its leased

Ethan NY did not make any of the required minimum monthly lease payments as required.

The total amount of minimum lease

payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242 (excluding late fees and interest provided

for under the Ethan Lease).

of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations

under the Ethan Lease that were guaranteed by a former employee.

Under the terms of the Ethan Lease, the obligations of Ethan

NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased

premises to other tenants during the initial term.

During August 2016, Ethan NY received confirmation that the leased premises

had been leased to another tenant.

In connection with the termination of the Ethan Lease, Ethan NY has made several unsuccessful

attempts to contact the landlord for the purpose of obtaining a settlement and release for any amounts that the landlord may claim

are owing under the Ethan Lease, if any.

Ethan NY is not aware of any claim pending or threatened in connection with the Ethan

At October 31, 2020 and 2019, Ethan NY has recorded in liabilities of discontinued operations the amount of rent obligations

through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease of $101,905 and $101,905,

respectively.

MINT ORGANICS

May 1, 2019, the Company and Mint Organics entered into an exchange agreement whereby the Company agreed to acquire the 150 shares

of Mint Series A Preferred Stock and the 150,000 warrants to purchase shares of common stock of the Company originally issued

Wayne Rohrbaugh in connection with participation agreement referred to above in exchange for 4,400,000 shares of common

stock of the Company (approximately $0.034 per share representing a discount to the trading price of $0.049 as of the effective

date of the transaction).

In connection with the exchange, Mr.

Rohrbaugh provided a release to the Company in connection with

any claims associated with his original investment.

May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby the Company agreed to acquire all

of the outstanding non-controlling interests in Mint Organics Florida, Inc.

outstanding in exchange for 2,400,000 shares of common

stock of the Company (approximately $0.042 per share representing a discount to the trading price of $0.049 as of the effective

date of the transaction).

Non-controlling

interests in Mint Organics and Mint Organics Florida

May 1, 2019, the Company has acquired all of the minority interests issued in Mint Organics and Mint Organics Florida, and accordingly,

there no longer exists any non-controlling interests in those entities as of such date.

LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS

September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store.

June 2016, the Ethan NY operations were closed.

following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2019 and 2018 (see Note 14):

Under the terms of the Ethan Lease, minimum monthly lease payments of $9,500 per month were to commence in December 2015 through

October 2020.

During June 2016, Ethan NY exited from its leased premises.

Ethan NY did not make any of the required minimum monthly lease

payments as required.

The total amount of minimum lease payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242

(excluding late fees and interest provided for under the Ethan Lease).

All of Ethan NY’s obligations under the

Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed by

a former employee.

Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based on the amount

of any future rents that are received for the rental of the leased premises to other tenants during the initial term.

During August 2016,

Ethan NY received confirmation that the leased premises had been leased to another tenant.

In connection with the termination of the Ethan

Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of obtaining a settlement and release for

any amounts that the landlord may claim are owing under the Ethan Lease, if any.

Ethan NY is not aware of any claim pending or threatened

in connection with the Ethan Lease.

At October 31, 2021 and 2020, Ethan NY has recorded in liabilities of discontinued operations the

amount of rent obligations through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease

of $ 101,905 and $1 01,905 , respectively.

In New York State, the statute of limitations for filing a breach of contract claim is 6

Legal Matters

On June 17, 2021, Organicell received a subpoena

dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production of certain documents and communications in connection

with the treatment and results of various COVID-19 patients, as discussed in the Company’s Current Reports on Form 8-K filed with

the SEC during the period from May 27, 2020 through May 11, 2021.

The Company is fully cooperating with the SEC’s investigation

and believes that it will be able to provide all of the information requested by the SEC.

The Company can make no assurances as to the

time or resources that will need to be devoted to this investigation or its final outcome, or the impact, if any, of this investigation

or any proceedings on the Company’s current business, financial condition, results of operations, cash flows, or the Company’s

future operations.

On August 17, 2021, the Company was served

with a summons and complaint by LAE International Consulting, LLC (“LAE”), in the case styled LAE International Consulting,

Organicell Regenerative Medicine, Inc.

et al., Case No.

2021-018461-CA-01 (In the Circuit Court of the 11th Judicial Circuit

in and for Miami Dade County, Florida) (the “Lawsuit”).

Albert Mitrani, Mari Mitrani and Ian Bothwell (the “Individual

Defendants”) are also named as defendants in the Lawsuit.

In the Lawsuit, LAE alleges breach of contract, unjust enrichment, violation

of Florida’s Unfair and Deceptive Trade Practices Act, breach of obligation of good faith and fair dealing, negligent misrepresentation

and fraudulent misrepresentation in connection with a prior consulting agreement entered into between the Company and LAE.

to institution of the Lawsuit, the Company terminated the consulting agreement.

In the Lawsuit, LAE is seeking judgment for

compensatory damages, interest, costs, and attorneys’ fees.

The Company denies any wrongdoing and responsibility in connection

with the Lawsuit, and believes it has strong defenses to the Lawsuit.

Although the Lawsuit is in its early stages, the Company and the

Individual Defendants have filed motions to dismiss due to, among other things, (a) that the consulting agreement expressly negates LAE’s

(b) there was, in fact, no breach of contract by the Company;

its barebones claims that the Company and Individual Defendants induced LAE into a contract that they did not intend to perform;

of the claims against the Individual Defendants do not exist as a matter of law;

and (e) technical deficiencies in the complaint itself

The Company is awaiting a ruling on the motion, and the Individual Defendants’ motion to dismiss will be set for hearing in due

In addition to the foregoing, from time to time,

we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

Litigation is subject

to inherent uncertainties, and an adverse result in any such matter may harm our business.

NOTE 13 – LIABILITIES ATTRIBUTABLE TO

DISCONTINUED OPERATIONS

During September 2015, the Company formed Ethan

NY for the purpose of selling clothing and accessories through a retail store.

During June 2016, the Ethan NY operations were closed.

The following summarizes the carrying amounts

of the assets and liabilities of Ethan NY at October 31, 2021 and 2020:

Schedule of carrying amounts

of the assets and liabilities

Accounts Payable

Accrued Expenses

15 - SEGMENT INFORMATION

the years ended October 31, 2020 and 2019, the Company operated only one operating segment.

SUBSEQUENT EVENTS

subsequent events are disclosed in Notes 7, 10, and 12.

In New York State, the statute of limitations

for filing a breach of contract claim is 6 years.

NOTE 14 - SEGMENT INFORMATION

For the years ended October 31, 2021 and 2020,

the Company operated only 1 one operating segment.

NOTE 15 – SUBSEQUENT EVENTS

SPA - Promissory Note

On January 11, 2022, the Company entered into

a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Purchaser”) pursuant to which

we sold a Promissory Note in the principal amount of $ 600,000 (the “Note”) to the Purchaser in a private transaction to for

a purchase price of $ 540,000 (giving effect to original issue discount of $ 60,000 ).

In connection with the sale of the Note, the Company

also paid the Purchaser’s legal fees and due diligence costs of $ 12,500 and brokerage fees of $ 9,000 to J.H.

Darbie & Co., a

registered broker-dealer.

After payment of the legal fees and brokerage fees, the net proceeds to the Company were $ 518,500 , which will

be used for working capital and other general corporate purposes.

The Note matures on July 11, 2022, subject to

extension at the option of the Company for up to an additional six month period, bears interest at the a rate of 10% per annum for the

first six months and 12% per annum thereafter if extended, and only following an event of default (as defined in the Note), is convertible

into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined)

of the common stock during (i) the twenty (20) trading day period preceding the issuance date of the Note;

or (ii) the twenty (20) trading

day period preceding the date of conversion of the Note.

As used in the Note, “VWAP” means, for any date, the price of our

common stock as determined by the first of the following clauses that applies:

(i) if the common stock is then listed or quoted on one

or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date

on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.;

or (ii) if the common stock is

regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Market

Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable

OTC Markets Group, Inc.

tier or as quoted by such securities dealer.

In accordance with the terms of the SPA, as of January 11, 2022,

the Company has reserved 36,923,080 shares of its authorized but unissued common stock for issuance in the event the Purchaser exercises

its right to convert the Note following an event of default.

may be prepaid by the Company at any time without penalty.

The Note also contains covenants, events of defaults, penalties, default

interest and other terms and conditions customary in transactions of this nature.

Pursuant to the terms of the SPA, the Company

paid a commitment fee to the Purchaser in the amount of $ 200,000 (the “Initial Commitment Fee”) in the form of 3,076,921 shares

of the Company’s common stock (the “Initial Commitment Fee Shares”).

In addition, if the Company exercises the option

to extend the maturity date of the Note, the Company will pay an additional commitment fee to the Purchaser in the amount of $ 100,000

(the “Additional Commitment Fee,” and together with the Initial Commitment Fee, collectively, the “Commitment Fee”)

in the form of an additional 1,538,462 shares of its common stock (the “Additional Commitment Fee Shares,” and together with

the Initial Commitment Fee Shares, collectively, the “Commitment Fee Shares”).

In the event that by the first anniversary

of repayment of the Note by the Company, the Purchaser has not generated the amount of the Commitment Fee from public sales of the Commitment

Fee Shares, the Company shall either pay the amount of any such shortfall either (i) by issuing additional shares of our common stock

at a price equal to the VWAP for the common stock during the five (5) trading day period prior to such anniversary date;

or (ii) in cash,

in which case, the Company shall repurchase any unsold Commitment Fee Shares then held by the Purchaser for such shortfall amount.

The offer and sale of the Note to the Purchaser

was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities

Act ”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated

The Company will record a discount of the Note

in the amount of approximately $ 260,000 , consisting of the original issue discount of $ 60,000 and the amount of the guaranty for the proceeds

to be received by the Purchaser’s from the sale of the Initial Commitment Shares issued at closing equal to $200,000.

will be amortized over the initial term of the Note.

Several other subsequent events are disclosed

in Notes 7, 10, and 12.

There were no other subsequent events for disclosure purposes.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Changes in and Disagreements with Accountants

on Accounting and Financial Disclosure.

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

What changed 10-K

Item 8. Financial Statements and Supplementary Data