What changed in this filing

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Item 1. Financial Statements

2022-06-14 compared with 2022-03-16 · 856 added, 855 removed, 82 unchanged (95% of the section changed)

Financial Statements

Organicell Regenerative Medicine, Inc.

CONSOLIDATED BALANCE SHEETS

receivable, net of allowance for bad debts

Regenerative Medicine, Inc.

BALANCE SHEETS

Current Assets

and equipment, net

assets – right of use

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

liabilities to management

lease obligations

Note, net of debt discount

Fee Shortfall Obligation

attributable to discontinued operations

Accounts receivable, net of allowance for bad debts

Prepaid expenses

Total Current Assets

Property and equipment, net

Other assets – right of use

Security deposits

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

term finance lease obligations

term operating lease obligations

and contingencies

Stockholders’

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

1,149,204,595 and 1,132,361,005 shares issued and outstanding, respectively

paid-in capital

Accounts payable and accrued expenses

Accrued liabilities to management

Notes payable

Advances payable

Finance lease obligations

Operating lease obligations

Deferred revenue

Debentures payable

Promissory Note, net of debt discount

Commitment Fee Shortfall Obligation

Liabilities attributable to discontinued operations

Total Current Liabilities

Long term finance lease obligations

Long term operating lease obligations

Total Liabilities

Commitments and contingencies

Stockholders’ Deficit

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

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

1,166,887,928 and 1,132,361,005 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

( 44,774,528 )

( 41,624,749 )

Total Stockholders’ Deficit

( 4,190,090 )

( 2,665,593 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF

STATEMENTS OF OPERATIONS

Three Months Ended

Six Months Ended

Cost of revenues

and administrative expenses

from operations

income (expense)

in Commitment Fee Shortfall Obligation

for income taxes

loss per common share - basic and diluted

average number of common shares outstanding - basic and diluted

General and administrative expenses

Loss from operations

( 1,258,262 )

The accompanying notes are an

integral part of these consolidated financial statements.

Regenerative Medicine, Inc.

CHANGES TO STOCKHOLDERS’ DEFICIT

the Three Months Ended January 31, 2022 and 2021

( 2,233,403 )

( 2,899,695 )

( 10,398,764 )

Other income (expense)

Interest expense

Change in Commitment Fee Shortfall Obligation

Loss before taxes

( 1,456,043 )

( 2,239,495 )

( 3,149,779 )

( 10,389,500 )

Provision for income taxes

$ ( 1,456,043 )

$ ( 2,239,495 )

$ ( 3,149,779 )

$ ( 10,389,500 )

Net loss per common share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

1,077,966,032

1,053,064,834

1,068,441,162

1,009,097,162

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

Organicell Regenerative Medicine, Inc.

CONSOLIDATED CHANGES TO STOCKHOLDERS’ DEFICIT

For the Three Months And Six Months Ended April 30, 2022 and 2021

Months Ended April 30,

Stockholders’

Balance October 31, 2020

Balance February 1, 2022

1,149,204,595

$ ( 43,318,485 )

$ ( 3,287,439 )

Sale of common stock

Stock-based compensation

Stock issued in settlement of litigation

( 1,456,043 )

Balance January 31, 2021

Balance April 30, 2022

1,166,887,928

1 unchanged sentence

$ ( 4,190,090 )

Balance February 1, 2021

1,010,132,783

$ ( 37,018,194 )

$ ( 2,878,116 )

Sale of common stock

Exchange of accounts payable for stock

Stock-based compensation

( 2,239,495 )

Balance April 30, 2021

1,095,469,695

$ ( 39,257,689 )

$ ( 2,518,453 )

Six Months Ended April 30,

Stockholders’

Balance October 31, 2021

4 unchanged sentences

Stock-based compensation

Common stock issued as commitment fee for Promissory

Common stock issued as commitment fee for Promissory Note

Stock issued in settlement of litigation

( 3,149,779 )

Balance January 31, 2022

Balance April 30, 2022

1,166,887,928

1 unchanged sentence

$ ( 4,190,090 )

The accompanying notes are an integral part of these consolidated financial

Organicell Regenerative Medicine,

CONSOLIDATED STATEMENTS OF CASH FLOWS

FLOWS FROM OPERATING ACTIVITIES

to reconcile net loss to net cash used in operating activities:

of OID and commitment fee discount – Promissory Note

in Commitment Fee Shortfall Obligation

in operating assets and liabilities:

payable and accrued expenses

liabilities to management

cash used in operating activities

FLOWS FROM INVESTING ACTIVITIES

of fixed assets

cash used in investing activities

FLOWS FROM FINANCING ACTIVITIES

from issuance of Promissory Note

on finance lease

of notes payable

from sale of common stock

cash provided by financing activities

Balance October 31, 2020

$ ( 28,868,189 )

$ ( 1,391,816 )

Sale of common stock

Exchange of accounts payable for stock

Stock-based compensation

( 10,389,500 )

Balance April 30, 2021

1,095,469,695

$ ( 39,257,689 )

$ ( 2,518,453 )

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

Regenerative Medicine, Inc.

STATEMENTS OF CASH FLOWS

Six Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

$ ( 3,149,779 )

$ ( 10,389,500 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Amortization of OID and commitment fee discount – Promissory Note

Change in Commitment Fee Shortfall Obligation

Stock-based compensation

Stock issued in settlement of litigation

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Accounts payable and accrued expenses

Accrued liabilities to management

Security deposits

Deferred revenue

Net cash used in operating activities

( 1,618,020 )

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of Promissory Note

Payments on finance lease

Repayments of notes payable

Proceeds from sale of common stock

Net cash provided by financing activities

(Decrease) in cash

Cash at beginning

Cash at beginning of period

Cash at end of period

CASH FLOW INFORMATION:

paid for taxes

paid for interest

INVESTING AND FINANCING TRANSACTIONS:

discount on proceeds received from Promissory Note

purchased from payments due on accounts payable

stock issued as commitment fee for Promissory Note

Fee Shortfall Obligation

note issued for past due Professional Fees

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

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 – ORGANIZATION AND DESCRIPTION OF

Organicell Regenerative Medicine, Inc.

f/k/a 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, “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.

For the three months ended January 31, 2022, the

Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was

formed to sell the Company’s therapeutic products to Providers.

The Company’s leading product, Zofin™

(also known as Organicell™ Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured

to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent.

In June 2021, the Company announced that it was launching

a service platform for its first autologous product called Patient Pure X™ (PPX™).

PPX™ is a non-manipulated

biologic containing the nanoparticle fraction from a patient’s own peripheral blood.

The Company began to accept minimal orders

for this service since October 2021.

In November 2020, the Company formed Livin’

Again Inc., a wholly owned subsidiary, for the purpose of among other things, providing independent education, advertising and marketing

services, to Providers that provide medical and other healthcare, anti-aging and regenerative services.

including FDA-approved IV vitamin

and mineral liquid infusions (“IV Drip Therapies”).

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 unaudited 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.

Certain information and footnote disclosures normally

included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States

of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the

disclosures made are adequate to make the information not misleading.

These unaudited consolidated financial statements should be read

in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2021 filed with the Securities and Exchange Commission.

Concentrations of Credit Risk

The balance sheet items that potentially subject

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

Balances in accounts are insured up to Federal Deposit Insurance

Corporation (“FDIC”) limits of $ 250,000 per institution.

At January 31, 2022, the Company did not hold cash balances in any

financial institution in excess of FDIC insurance coverage limits.

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.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 net realizable

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 pay 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 three months ended

January 31, 2022 and 2021, the Company did no t record any bad debt expense.

Stock Subscriptions Receivable

Stock subscriptions receivable for equity investments

in the Company are classified as current assets once a fully executed stock subscription agreement is received and provided that the

receivable is collected prior to the issuance of the financial statements.

In the event that the Company receives a fully executed stock

subscription agreement but the receivable is not collected prior to the issuance of the financial statements, the receivable is classified

as a direct reduction to stockholders’ equity.

At January 31, 2022 and October 31, 2021, there were no stock subscriptions receivable

Inventory is stated at the lower of cost or net realizable

value using the average cost method.

The Company provides 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 January 31, 2022

and October 31, 2021, the Company determined that there were not any reserves required in connection with our inventory.

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.

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

all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular

Cash paid for taxes

Cash paid for interest

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

OID discount on proceeds received from Promissory Note

Stock purchased from payments due on accounts payable

Common stock issued as commitment fee for Promissory Note

Commitment Fee Shortfall Obligation

Promissory note issued for past due Professional Fees

Purchase of fixed assets

Exchange of accounts payable interest into common stock

Operating lease – right of use assets

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

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Regenerative Medicine, Inc.

f/k/a 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

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

through doctors and clinics (collectively, “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”) and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory

the six months ended April 30, 2022, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation

and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

Company’s leading product, Zofin™ (also known as Organicell TM Flow), is an acellular, biologic therapeutic derived

from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other

substance or diluent.

June 2021, the Company announced that it was launching a service platform for its first autologous product called Patient Pure X TM

PPX TM is a non-manipulated biologic containing the nanoparticle fraction from a patient’s

own peripheral blood.

The Company began to accept minimal orders for this service since October 2021.

November 2020, the Company formed Livin’ Again Inc., a wholly owned subsidiary, for the purpose of among other things, providing

independent education, advertising and marketing services, to Providers that provide medical and other healthcare, anti-aging and regenerative

including FDA-approved IV vitamin and mineral liquid infusions (“IV Drip Therapies”).

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.

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

unaudited 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.

information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles

generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange

Commission, although we believe that the disclosures made are adequate to make the information not misleading.

These unaudited consolidated

financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2021

filed with the Securities and Exchange Commission.

Concentrations

of Credit Risk

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

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

2022, the Company did not hold cash balances in any financial institution in excess of FDIC insurance coverage limits.

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 net realizable 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 pay 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.

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

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

receivables is made.

For the three months and six months ended April 30, 2022 and 2021, the Company did no t record any bad debt

Subscriptions Receivable

subscriptions receivable for equity investments in the Company are classified as current assets once a fully executed stock subscription

agreement is received and provided that the receivable is collected prior to the issuance of the financial statements.

In the event that

the Company receives a fully executed stock subscription agreement but the receivable is not collected prior to the issuance of the financial

statements, the receivable is classified as a direct reduction to stockholders’ equity.

At April 30, 2022 and October 31,

2021, there were no stock subscriptions receivable outstanding.

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

The Company provides 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 April 30, 2022 and October 31, 2021, the Company determined that there

were no t any reserves required in connection with our inventory.

and Equipment

and equipment are stated at cost.

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

lives of the related assets.

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

Upon sale or retirement,

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

or loss is included in results of operations.

Repairs and maintenance charges, which do not increase the useful lives of the assets,

are charged to operations as incurred.

cost of all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular

point in time and have not yet been placed into service are reported as construction in progress until such time as the project is complete.

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.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 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 shares outstanding during the period.

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 January 31, 2022, 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

39,836,000 common shares that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive

for the three months ended January 31, 2022.

At January 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 34,143,000 common shares

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

January 31, 2021.

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.

and development expenses were approximately $ 276,300 and $ 661,900 for the three months ended January 31, 2022 and 2021, respectively.

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

The Company is required to file a consolidated tax return that includes

all of its subsidiaries.

Provisions for income taxes are based on taxes payable

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

for under the asset and liability method.

Deferred tax assets and liabilities are recognized for future tax consequences attributable

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

operating loss carryforwards.

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

tax liabilities.

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

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

The effect on deferred tax assets and liabilities

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

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

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

For the three months ended January 31, 2022 and 2021

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

is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2022

Valuation of Derivatives

The Company evaluates its convertible instruments,

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

to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is

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

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 1,157,637,928 shares are issued and outstanding as of March 16, 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.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 January 31, 2022 and October 31, 2021 that qualify as derivatives.

Operating 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 January 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration.

NOTE 3 – GOING CONCERN

The unaudited accompanying consolidated financial

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

as a going concern.

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.

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.

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 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 shares outstanding during the period.

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

or equity instruments.

April 30, 2022, 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 49,960,000 common shares that were not included in the computation of

dilutive loss per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2022.

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 33,404,000 common shares that were not included in the computation of dilutive loss

per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2021.

stock-based payments are recognized in the financial statements based on their fair values.

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 approximately $ 276,600 and $ 234,300 for the three months ended

April 30, 2022 and 2021, respectively.

Our research and development expenses were approximately $ 553,000 and $ 896,000 for the six

months ended April 30, 2022 and 2021, 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

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 three months and six months ended April 30, 2022 and 2021 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 established for the tax benefit associated

with the net losses for the three months and six months ended April 30, 2022 and 2021.

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 2,500,000,000 authorized shares of common stock of which 1,168,587,928 shares are issued and outstanding as of

June 14, 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.

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 value.

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 measurement.

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

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;

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 no t have any convertible instruments outstanding at April 30, 2022 and October 31, 2021 that qualify as derivatives.

Lease Obligations

the provisions of Accounting Standards Update (ASU) No.

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.

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.

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

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.

Company has evaluated subsequent events that occurred after April 30, 2022 through the financial statement issuance date for subsequent

event disclosure consideration.

3 – GOING CONCERN

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

which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since its inception.

The Company incurred operating losses of $ 1,641,432 for

the three months ended January 31, 2022.

In addition, the Company had an accumulated deficit of $ 43,318,485 at January 31, 2022.

Company had a negative working capital position of $ 4,400,806 at January 31, 2022.

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.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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 United 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 the U.S.

incurred net losses of $ 3,149,779 for the six months ended April 30, 2022.

In addition, the Company had an accumulated deficit of

$ 44,774,528 at April 30, 2022.

The Company had a negative working capital position of $ 5,680,451 at April 30, 2022.

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

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.

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.

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 returns to pre-COVID-19

and/or (c) 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 research and development costs related to development of new products and 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.

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 (a) 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;

(b) the United States economy returns to pre-COVID-19 market conditions;

(c) 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;

(d) obligations to the Company’s creditors are not accelerated;

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

ongoing obligations;

(f) 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 (g) 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 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 strategy.

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

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

source of revenues.

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 the U.S.

bankruptcy laws.

As of January 31, 2022, 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

As of April 30, 2022, 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.

4 – INVENTORIES

Schedule of Inventories

materials and supplies

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 5 - PROPERTY AND EQUIPMENT

5 – PROPERTY AND EQUIPMENT

Schedule of Property and Equipment

1 unchanged sentence

Manufacturing

Property and equipment, gross

accumulated depreciation

Total property and equipment, net before leasehold improvements

property and equipment, net

Depreciation expense totaled $ 14,170 and $ 12,192

for the three months ended January 31, 2022 and 2021, 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 January 31, 2022 were $ 508,478 and are reflected as construction in

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.

Under the terms

of the lease agreement, the Company is required to make 60 equal monthly payments of $ 5,478 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.

expense totaled $ 18,605 and $ 12,665 for the three months ended April 30, 2022 and 2021, respectively.

Depreciation expense totaled

$ 32,775 and $ 24,856 for the six months ended April 30, 2022 and 2021, respectively.

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 April 30,

2022 were $ 860,947 and are reflected as construction in progress.

The Basalt Lab Lease location became operational during May 2022.

Amortization of these costs began during May 2022 once the facility became operational and will be amortized over the expected term

of the Basalt Lab Lease.

6 – LEASE OBLIGATIONS

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.

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.

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

Lease payments and depreciation

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

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

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 three months ended

January 31, 2022 and 2021 was $ 9,779 and $ 9,350 , 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.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 .

The leased equipment are being depreciated

over their estimated useful lives of 15 years.

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.

Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments

of $ 5,478 plus applicable sales taxes.

Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for

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 %.

Lease payments and depreciation of the leased equipment has not commenced pending completion of the Basalt lab

buildout (see below) and the facility becomes operational.

The leased equipment will be depreciated over their estimated useful lives

Lease Obligations:

Administrative

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

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 .

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 %).

amortization expense for the three months ended April 30, 2022 and 2021 was $ 9,890 and $ 9,350 , respectively.

Lease amortization

expense for the six months ended April 30, 2022 and 2021 was $ 19,669 and $ 18,700 , respectively.

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

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.

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 space.

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

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”).

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 in default.

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

whichever is greater.

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

is currently constructing the laboratory and office build-out at an estimated cost of $ 600,000 .

The Company expects the construction

to be completed during the quarter ended April 30, 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 three months ended

January 31, 2022 was $ 18,361 .

NOTE 7 – RELATED PARTY TRANSACTIONS

The Company’s corporate administrative offices

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

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.

The Company also has entered into additional month to month lease agreements in the same facility as the Miami Lab

Lease for additional administrative office space.

Monthly lease payments are approximately $ 8,000 plus administrative fees and

During June 2022, the Company entered into a six-month lease agreement with the new owners of the Miami Lab Lease

facilities effective July 1, 2022 (“New Miami Lab Lease”).

The New Miami Lab Lease may be renewed on a

month-to-month basis upon expiration of the initial term.

Monthly lease payments are approximately $ 9,500 per month plus

administrative fees and taxes.

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 in default (“First Renewal Option”).

Rental expense is $ 6,800

per month and provides for annual increases of

3% or the Denver Aurora Metropolitan CPI index, whichever is greater.

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 initial laboratory and office build-out at an estimated cost of $ 900,000 .

The Basalt Lab Lease location became operational during May 2022.

connection with the execution of the Basalt Lab Lease, the Company recorded a ROU asset and corresponding operating lease obligation

(present value of the associated leased payments

based on an assumed borrowing rate of 4.5 %).

amortization expense for the three months and six months ended April 30, 2022 was $ 18,977 and $ 37,338 , respectively.

7 – RELATED PARTY TRANSACTIONS

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

The term of the lease expires in June 2023.

1 unchanged sentence

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

Total rent expense for the three months ended January 31,

Total rent expense for the three months ended April 30, 2022 and 2021 was $ 10,500 .

Total rent expense for the six months ended April 30,

2022 and 2021 was $ 21,000 .

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 three months ended January 31, 2022 and 2021 was $ 19,500 .

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 $ 9,834 and $ 8,270 for

the three months ended January 31, 2022 and 2021, respectively.

For the three months ended January 31, 2022, the

Company sold a total of approximately $ 79,700 of products to a management services organization (“MSO”) that provides administrative

services and contracts for medical supplies for several medical practices, including $22,740 of products purchased from the Company that

were attributable to the medical practice owned by Dr.

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

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 three months ended April 30, 2022

and 2021 was $ 19,500 .

Total rent expense for the six months ended April 30, 2022 and 2021 was $ 39,000 .

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 $ 7,247 and $ 7,454 for the three months ended April 30, 2022 and 2021, respectively, and $ 17,081 and $ 15,724

for the six months ended April 30, 2022 and 2021, respectively.

the three months and six months ended April 30, 2022, the Company sold a total of approximately $ 203,700 and $ 283,000 , respectively,

of products to a management services organization (“MSO”) that provides administrative services and contracts for medical

supplies for several medical practices, including approximately $ 53,000 and $ 76,000 of products purchased from the Company for the three

months and six months ended April 30, 2022, respectively, 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 three months ended January 31, 2022, the total amount of sales of products to customers related to

Michael Carbonara totaled $ 8,160 .

At January 31, 2022, salary amounts owed to Albert

Mari Mitrani and Ian Bothwell were $ 321,293 , $ 408,455 and $ 919,428 , respectively and consulting fees owed to Dr.

Shapiro were $ 81,000 .

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - NOTES PAYABLE

Shapiro also has an indirect economic interest in the parent company that owns the MSO.

For the three months and six months ended

April 30, 2022, the total amount of sales of products to customers related to Mr.

Michael Carbonara totaled $ 2,160 and $ 10,320 ,

respectively.

For the three months and six months ended April 30, 2022, the total amount of sales of products to customers related

Allen Meglin totaled $ 7,660 .

April 30, 2022, salary amounts owed to Albert Mitrani, Dr.

Mari Mitrani and Ian Bothwell were $ 362,101 , 483,455 , and $ 1,006,095 ,

respectively and consulting fees owed to Dr.

George Shapiro were $ 108,000 .

June 2022, Albert Mitrani made a capital contribution of $ 250,000 to the Company.

The proceeds were used for working capital.

8 – NOTES PAYABLE

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 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.

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 were not repaid as required.

January 31, 2022, the principal balance of the $150,000 Debentures outstanding was $ 139,000 and accrued and unpaid interest was $ 695 .

Unsecured Promissory Note For Professional Fees Owed

On January 24, 2022, the Company reached an agreement

with a professional firm in connection with unpaid legal services owing as of December 31, 2021 in the amount of $ 278,340 (“Unpaid

Professional Fees”).

In connection with the agreement, the Company issued the professional firm a promissory note in the amount

of $ 256,000 of which the Company was required to make a cash payment of $ 166,000 by January 25, 2022 and twelve monthly payments of $ 7,500

beginning February 28, 2022.

If the Company makes all payments as required under the promissory note, then the Company will receive a

discount of $ 22,340 , representing the remaining balance of the Professional Fees outstanding from the December 31, 2021 balances after

all payments of the promissory note are applied.

As of March 16, 2022, the Company has made all required payments due in connection with

the promissory note.

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 .

At April 30, 2022, the principal balance of the $150,000

Debentures outstanding was $ 133,305 and accrued and unpaid interest was $ 1,333 .

Promissory Note For Professional Fees Owed

January 24, 2022, the Company reached an agreement with a professional firm in connection with unpaid legal services owing as of

December 31, 2021 in the amount of $ 278,340 (“Unpaid Professional Fees”).

In connection with the agreement,

the Company issued the professional firm a promissory note in the amount of $ 256,000 of which the Company was required to make a cash

payment of $ 166,000 by January 25, 2022 and twelve monthly payments of $ 7,500 beginning February 28, 2022.

If the Company makes

all payments as required under the promissory note, then the Company will receive a discount of $ 22,340 , representing the remaining balance

of the Professional Fees outstanding from the December 31, 2021 balances after all payments of the promissory note are applied.

As of June 17, 2022, the Company has made all required payments due in connection with the promissory note.

The balance outstanding

at April 30, 2022 is $ 67,500 .

Promissory Note

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

The outstanding principal was due March 8, 2019 .

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 January 31, 2022 and October 31, 2021, the remaining amount due under this arrangement

was approximately $ 4,392 .

Promissory Note - SPA

On January 11, 2022, the Company entered into a Securities

Purchase Agreement (“SPA”) with AJB Capital Investments, LLC (“Purchaser”) pursuant to which we sold a promissory

note in the principal amount of $ 600,000 (“Promissory Note”) to the Purchaser in a private transaction for a purchase price

of $540,000 (giving effect to original issue discount of $ 60,000 ).

In connection with the sale of the Promissory 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 which were expensed during the three months ended January 31, 2022.

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 Promissory 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, payable monthly, and 12% per annum thereafter, payable monthly, 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 Promissory Note.

As used in the

Promissory 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

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 Promissory Note following an event

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The Promissory

Note may be prepaid by the Company at any time without penalty.

The Promissory Note also

contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this

Pursuant to the terms of the SPA, the Company paid

a commitment fee to the Purchaser in the amount of $ 123,000 (“Initial Commitment Fee”) in the form of 3,076,921 shares of

the Company’s common stock (the “Initial Commitment Fee Shares”) valued at $ 0.04 the closing price of the common stock

of the Company on the closing date.

In addition, if the Company exercises the option to extend the maturity date of the Promissory Note,

the Company will pay an additional commitment fee to the Purchaser in the amount of $ 61,546 in the form of an additional 1,538,462 shares

of its common stock (“Additional Commitment Fee Shares,” and together with the Initial Commitment Fee Shares, collectively,

“Commitment Fee Shares”) valued at $ 0.04 the closing price of the common stock of the Company on the closing date.

In the event that by the first anniversary of repayment

of the Promissory Note by the Company, the Purchaser has not generated the amount of $ 200,000 from public sales of the Commitment Fee

Shares, and $100,000 from public sales of the Additional Commitment Fee Shares, if applicable, 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 (“Commitment Fee Shortfall Obligation”) .

The offer and sale of the Promissory Note to the

Purchaser was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities

Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated

Upon the closing, the Company recorded a discount

of the Promissory Note in the amount of $ 260,000 , consisting of the original issue discount of $ 60,000 , the fair value of the Initial

Commitment Fee Shares of $ 123,000 and the Commitment Fee Shortfall Obligation of $ 77,000 .

These costs will be amortized over the initial

term of the Promissory Note.

For the three months ended January 31, 2022, $ 31,778 of the total discounts recorded in connection with

the issuance of the Promissory Note have been amortized.

At January 31, 2022, the fair value of the Commitment Fee Shares was approximately

$111,000 (valued at $0.036 the closing price of the common stock of the Company on January 31, 2022).

As a result, the Company recorded

an additional Commitment Fee Shortfall Obligation in the amount of $ 12,000 .

The total Commitment Fee Shortfall Obligation at January

31, 2022 was $ 89,000 .

NOTE 9 - 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 and filed a “Request

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

During the 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 $ 83,684

of accrued tax penalties and interest on the balance sheet as of January 31, 2022 and October 31, 2021, respectively.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 – CAPITAL STOCK

Preferred Stock

The Company is authorized to issue 10,000,000 shares

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

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

The Company’s board of directors is authorized,

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

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

Issued Shares

As of January 31, 2022, there were no designations

of Preferred Stock authorized or outstanding.

Issuances of Common Stock - Sales:

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 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 April 30, 2022 and October 31, 2021, the remaining amount due under this arrangement was

$ 0 and $ 4,392 , respectively.

January 11, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with AJB Capital Investments, LLC

(“Purchaser”) pursuant to which we sold a promissory note in the principal amount of $ 600,000 (“Promissory Note”)

to the Purchaser in a private transaction for a purchase price of $540,000 (giving effect to original issue discount of $ 60,000 ).

connection with the sale of the Promissory 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 which were expensed during the six months ended April 30,

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.

Promissory 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, payable monthly, and 12% per annum thereafter, payable monthly,

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 Promissory Note.

As used in the Promissory 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

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 Promissory Note following an event of default.

Promissory Note

may be prepaid by the Company at any time without penalty.

The Promissory Note also contains covenants, events of defaults, penalties,

default interest and other terms and conditions customary in transactions of this nature.

to the terms of the SPA, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 (“Initial Commitment Fee”)

in the form of 3,076,921 shares of the Company’s common stock (the “Initial Commitment Fee Shares”) valued at $ 0.04

the closing price of the common stock of the Company on the closing date.

In addition, if the Company exercises the option to extend

the maturity date of the Promissory Note, the Company will pay an additional commitment fee to the Purchaser in the amount of $ 61,546

in the form of an additional 1,538,462 shares of its common stock (“Additional Commitment Fee Shares,” and together with

the Initial Commitment Fee Shares, collectively, “Commitment Fee Shares”) valued at $ 0.04 the closing price of the common

stock of the Company on the closing date.

the event that by the first anniversary of repayment of the Promissory Note by the Company, the Purchaser has not generated the amount

of $ 200,000 from public sales of the Commitment Fee Shares, and $100,000 from public sales of the Additional Commitment Fee Shares, if

applicable, 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 (“Commitment

Fee Shortfall Obligation”).

offer and sale of the Promissory Note to the Purchaser was made in a private transaction exempt from the registration requirements of

the Securities Act of 1933, as amended (“Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of

the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

the closing, the Company recorded a discount of the Promissory Note in the amount of $ 260,000 , consisting of the original issue discount

of $ 60,000 , the fair value of the Initial Commitment Fee Shares of $ 123,000 and the Commitment Fee Shortfall Obligation of $ 77,000 .

costs will be amortized over the initial term of the Promissory Note.

For the three months and six months ended April 30, 2022,

$ 130,000 and $ 161,778 , respectively, of the total discounts recorded in connection with the issuance of the Promissory Note have been

At April 30, 2022, the fair value of the Commitment Fee Shares was approximately $ 62,462 (valued at $0.0203 the closing

price of the common stock of the Company on April 29, 2022).

As a result, the Company has recorded an additional Commitment Fee

Shortfall Obligation in the amount of $ 48,539 and $ 60,539 for the three months and six months ended April 30, 2022, respectively.

The total Commitment Fee Shortfall Obligation at April 30, 2022 was $ 137,539 .

9 – IRS PENALTIES

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.

During January 2018, the Company requested

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

During April 2018, the IRS notified the Company that the

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

for the tax years ended 2012 – 2015 were denied.

The Company is currently appealing the initial determination by the IRS to exclude

the IRS penalties for the tax years 2012-2015 in its consideration of abatement and filed a “Request for Collection Due Process

Equivalent Hearing” (“Request”) in September 2021.

A hearing date has been set for June 28, 2022.

the 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 $ 83,684 of accrued tax penalties and interest on the balance sheet as of April 30, 2022 and October 31,

2021, respectively.

10 – 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 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.

of April 30, 2022, there were no designations of Preferred Stock authorized or outstanding.

of Common Stock - Sales:

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 January 2022, the Company sold an aggregate of

666,667 shares of common stock to one “accredited investor” at $ 0.03 per share for an aggregate purchase price of $ 20,000 .

The purchase price was paid through an offset of an outstanding balance owed by the Company to the investor at the time of the sale of

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 .

January 2022, the Company sold an aggregate of 666,667 shares of common stock to one “accredited investor” at $ 0.03

per share for an aggregate purchase price of $ 20,000 .

The purchase price was paid through an offset of an outstanding balance owed by

the Company to the investor at the time of the sale of $20,000.

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 .

The proceeds were used for working capital.

Issuances of Common Stock – Stock-Based

Compensation:

On December 27, 2021, the Company and an employee

agreed to an 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 1,000,000

shares of common stock of the Company to vest quarterly 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 was

$ 29,000 which will be amortized over the remaining term of the agreement.

The Company recorded $ 1,208 of stock-based compensation during

the three months ended January 31, 2022.

In connection with the VP Agreements, during the

three months ended January 31, 2022, the Company issued each of the Sales Executive an additional 450,000 Performance Shares (total 900,000

shares) valued at $ 0.035 per share, the closing price of the common stock of the Company on the grant date.

of Common Stock – Stock-Based Compensation:

December 27, 2021, the Company and an employee agreed to an 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 1,000,000 shares of common stock of the Company to vest quarterly 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).

value of the stock granted in connection with the amendment was $ 29,000 which will be amortized over the remaining term of the agreement.

The Company recorded $ 7,250 and $ 8,458 of stock-based compensation during the three and six months ended April 30, 2022, respectively,

in connection with these shares.

connection with the VP Agreements, during the six months ended April 30, 2022, the Company issued each of the Sales Executive an

additional 450,000 Performance Shares (total 900,000 shares) valued at $ 0.035 per share, the closing price of the common stock of the

Company on the grant date.

The Company will amortize the value of the stock-based compensation of $ 31,500 over the remaining term of

the VP Agreements.

The Company has recorded a total of $ 7,875 and $ 10,500 of stock-based compensation expense during the three and six

months ended April 30, 2022, respectively, in connection with these shares.

March 17, 2022, the Company entered into a consulting agreement with a third party to assist the Company with certain services associated

with the implementation of the PPX TM service platform as well as other customary day to day activities as reasonably requested.

The term of the agreement expires on September 30, 2022 (“Initial Term”) and may be renewed for four additional six-month

terms upon mutual agreement.

As consideration for agreeing to provide consulting services to the Company during the Initial Term, the

Company agreed to issue the consultant 7,000,000 shares of unregistered common stock.

The Company also agreed to provide the consultant

5,000,000 shares of unregistered common stock for each renewal period, if any.

The shares issued were valued at $ 0.018 per share, the

closing price of the common stock of the Company on the effective date of the agreement, totaling $ 126,000 .

The Company will amortize

the value of the stock-based compensation of $ 31,500 over the remaining term of the VP Agreements.

The Company has recorded a total of

$ 2,625 of stock-based compensation expense during the three months ended January 31, 2022 in connection with these shares.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

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

the costs associated with the issuance over the Initial Term of the agreement.

The Company amortized $ 29,077 of stock-based compensation

expense during the three and six months ended April 30, 2022.

June 2020, the Company entered into a consulting agreement with a third party in connection with past and future consulting and

advisory services to be provided to the Company.

The consulting agreement expires on June 30, 2022 and may be extended for additional

monthly periods provided each party agrees in writing at least 5 days prior to expiration of the term.

In connection with the consulting

agreement, the Company issued the consultant 1,700,000 shares of unregistered common stock valued at $ 0.019 per share, the closing price

of the common stock of the Company on the date of the agreement.

The Company recorded $201,000 of stock-based compensation expense based

on the grant date fair value of these shares during the three months ended January 31, 2022.

Shares Issued - Promissory Note

As described in Note 8, in connection with the issuance

of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s 3,076,923 commitment shares valued at $ 123,000 .

Management and Consultants Performance Stock Plan

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.

For each monthly renewal thereafter, if any, the Company agreed to issue

the consultant an additional 1,700,000 shares of unregistered common stock.

All of the shares granted thus far vested immediately on

the date of grant.

The Company will record $ 32,300 of stock-based compensation expense based on the grant date fair value of these shares

during the quarter ended July 31, 2022.

Line of Credit Commitment:

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).

recorded $ 201,000 of stock-based compensation expense based on the grant date fair value of these shares during the six months ended

April 30, 2022.

Issued – Promissory Note:

described in Note 8, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s

3,076,923 commitment shares valued at $ 123,000 .

Issued – Settlement of Litigation:

described in Note 12, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 in cash and 2,000,000

shares of restricted common stock of the Company.

The shares issued were valued at $0.0219 per share, the closing price of the common

stock of the Company on the effective date of the settlement, totaling $ 43,800 .

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 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

Schedule of minimum pre-transaction price per share

4 unchanged sentences

Board Bonus Shares

for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances

for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent

share issuances

each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell, and Dr.

George Shapiro

each non-executive Boar d member consisting of Dr.

Allen Meglin and

Michael Carbonara

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On August 14, 2020, the Board amended the MCPP, providing

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

Mitrani and Ian Bothwell based on the Company obtaining

aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or

equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below:

each non-executive Board member consisting of Dr.

Allen Meglin and Michael Carbonara

August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr.

Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical

trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment

with the Company based on the amounts indicated below:

Schedule of debt and/or equity financings

Funding Amount

On September 23, 2020, the Board amended the MCPP,

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

respectively, to each Albert Mitrani, Dr.

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

above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021

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

In addition, each of the current executives were

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

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

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

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 Company.

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:

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

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,

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.

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 Company.

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

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.

Upon completion of the Share Exchange on October

29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Unvested Equity Instruments:

A summary of unvested equity instruments outstanding

for the three months ended January 31, 2022 and 2021 are presented below:

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

completion of the Share Exchange on October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated.

Equity Instruments :

summary of unvested equity instruments outstanding for the six months ended April 30, 2022 and 2021 are presented below:

Schedule of Nonvested Share Activity

Number of Nonvested Shares

at October 31, 2021

Shares Granted

( 2,583,333 )

Expired/Forfeited

at January 31, 2022

Number of Nonvested Shares

at April 30, 2022

at October 31, 2020

1 unchanged sentence

Expired/Forfeited

at January 31, 2021

NOTE 11 – WARRANTS

A summary of warrant activity for the three months ended January 31, 2022

and 2021 are presented below:

Summary of Warrant Activity

Weighted-average

at April 30, 2021

11 – WARRANTS

summary of warrant activity for the six months ended April 30, 2022 and 2021 are presented below:

Schedule of Summary of Warrant Activity

Exercise Price

Intrinsic Value

Outstanding at October 31, 2021

at October 31, 2021

Expired/Forfeited

Outstanding and exercisable at January 31,

Weighted-average

and exercisable at April 30, 2022

Exercise Price

Intrinsic Value

Outstanding at October 31, 2020

at October 31, 2020

Expired/Forfeited

Outstanding and exercisable at January 31, 2021

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 12 – COMMITMENTS AND CONTINGENCIES

Preparation of IRB, Pre-IND, IND Protocols for

Clinical Applications and Clinical Trial Initiation and Monitoring:

In connection with the Company’s ongoing research

and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration

(“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human

cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”),

the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials

in connection with the use of the Company’s products and related treatment protocols for specific indications.

The ability to successfully

complete the above efforts will be dependent on the 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.

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.

The Company is obligated to make

the CRO payments in equal monthly installments over the term of the clinical trial beginning on the commencement of the work by the CRO

in connection with the applicable clinical trial and the 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.

As of January 31, 2022, the Company

has been billed a total of approximately $208,000 in connection with the New CRO Agreements of which approximately $133,000 is outstanding

as of January 31, 2022.

Contingent Convertible Obligations Into Equity Securities

Obligations Due Under Executive Employment Agreements

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.

None of the Executives have yet to elect to convert

any portion of their unpaid Original Base Salary.

As of January 31, 2022, there was approximately $721,000

of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $928,000 of

unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through January 31, 2022, that could be converted

in the future into approximately 39,836,000 shares of common stock (weighted average conversion price of $0.041 per share) .

ORGANICELL REGENERATIVE MEDICINE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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,

and exercisable at April 30, 2021

12 – COMMITMENTS AND CONTINGENCIES

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 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 Agreements

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.

The Company is obligated to make the CRO payments in equal monthly installments over the term of the clinical trial beginning

on the commencement of the work by the CRO in connection with the applicable clinical trial and the 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.

As of April 30, 2022, the Company has been billed a total of approximately $477,000 in connection with the New CRO Agreements of

which approximately $ 401,000 is outstanding as of April 30, 2022.

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 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 April 30, 2022, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period

prior to December 31, 2019 and approximately $1,168,000 of unpaid Original Base Salary and Incremental Salary related to the period

January 1, 2020 through April 30, 2022, that could be converted in the future into approximately 49,960,000 shares of common

stock (weighted average conversion price of $0.038 per share) .

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,

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.

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, LLC v.

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.

Prior 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 claims;

(b) there was, in fact, no breach of contract by the Company;

and cannot provide any grounds, for its barebones claims that the Company and Individual Defendants induced LAE into a contract that

they did not intend to perform;

(d) many 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 hearing for the Individual Defendants’

motion to dismiss has been scheduled for March 2022.

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 - SEGMENT INFORMATION

The Company has only one operating segment.

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”) were 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.

During April 2022 the Lawsuit was settled whereby the Company agreed to pay LAE $ 45,000

in cash and 2,000,000 shares of restricted common stock of the Company.

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.

13 – SEGMENT INFORMATION

Company has only one operating segment.

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-Q

Item 1. Financial Statements