What changed in this filing

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Item 2. Management’s Discussion and Analysis

2022-09-14 compared with 2022-06-14 · 218 added, 201 removed, 120 unchanged (78% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Discussion and Analysis of Financial Condition and Results of Operations.

stated otherwise, the words “we,” “us,” “our,” the “Company” or “Organicell”

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Note Regarding Forward- Looking Statements

statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the

meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange

Act of 1934 (the “Exchange Act”).

These forward-looking statements are identified as any statement that does not relate strictly

to historical or current facts.

statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning

of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934

(the “Exchange Act”).

These forward-looking statements are identified as any statement that does not relate strictly to historical

or current facts.

Statements using words such as “may,” “could,” “should,” “expect,”

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“continue,” or similar expressions help identify forward-looking statements.

forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect

estimates and assumptions made by our management.

These estimates and assumptions reflect our best judgment based on currently known

market conditions and other factors.

Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain

and involve a number of risks and uncertainties that are beyond our control.

In addition, management’s assumptions about future

events may prove to be inaccurate.

Management cautions all readers that the forward-looking statements contained in this Quarterly Report

on Form 10-Q are not guarantees of future performance, and management cannot assure any reader that such statements will be realized

or the forward-looking events and circumstances will in fact occur.

The Company’s actual results may differ materially from those

anticipated, estimated, projected or expected by management.

forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates

and assumptions made by our management.

These estimates and assumptions reflect our best judgment based on currently known market conditions

and other factors.

Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number

of risks and uncertainties that are beyond our control.

In addition, management’s assumptions about future events may prove to

be inaccurate.

Management cautions all readers that the forward-looking statements contained in this Quarterly Report on Form 10-Q are

not guarantees of future performance, and management cannot assure any reader that such statements will be realized or the forward-looking

events and circumstances will in fact occur.

The Company’s actual results may differ materially from those anticipated, estimated,

projected or expected by management.

forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q.

We do not intend to publicly update

or revise any forward-looking statements as a result of new information, future events or otherwise.

We do not intend to publicly update or revise

any forward-looking statements as a result of new information, future events or otherwise.

are 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 manufactured to retain the naturally occurring microRNAs, without the addition or combination of any other substance or diluent (“RAAM

Our RAAM Products and related services are principally used in the health care industry administered through doctors

and clinics (“Providers”).

May 2019, Organicell has operated a placental tissue bank processing laboratory in Miami, Florida for the purpose of performing

research and development and the manufacturing and processing of the anti-aging and cellular therapy derived products that we sell and

distribute to our customers.

treatment of degenerative diseases and the provision of other related services.

The Company’s proprietary products are derived

from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, hyaluronic acid, and proteins without

the addition or combination of any other substance or diluent (“RAAM Products”).

Our RAAM Products and related services are

principally used in the health care industry administered through doctors and clinics (“Providers”).

operates a placental tissue bank processing laboratory in Miami, Florida and Basalt, Colorado for the purpose of performing research

and development and the manufacturing and processing of the anti-aging and cellular therapy derived products that we sell and distribute

to our customers.

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

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This product contains over 300 growth factors, cytokines, chemokines, and 102 unique microRNAs as well as other

exosomes/nanoparticles derived from perinatal tissues.

extracellular vesicles/nanoparticles derived from perinatal tissues.

date, the Company has obtained certain Investigation New Drug (“IND”), and eighteen emergency IND (“eIND”) approvals

8 unchanged sentences

trials, which the Company currently does not have, and ultimately, obtaining approval from the FDA.

FDA guidance which was announced in November 2017 and which became effective in May 2021 (postponed from November 2020

due to the COVID-19 pandemic) requires 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”).

FDA guidance which was announced in November 2017 and which became effective in May 2021 (postponed from November 2020 due to the COVID-19

pandemic) requires 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”).

have not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of

14 unchanged sentences

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.

Due to limited activity to date, the Company intends to close-down this service by October 31, 2022.

impact on Economy and Business Environment

5 unchanged sentences

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

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

and (c) continues to take steps

to stabilize and increase revenues from the sale of its products.

(b) has secured and is continuing to seek additional debt and/or equity financing to support working capital requirements;

and (c) continues

to take steps to stabilize and increase revenues from the sale of its products.

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

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

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

adverse impact on the United States and worldwide economies or our business.

following discussion of the Company’s results of operations and liquidity and capital resources should be read in conjunction with

our unaudited consolidated financial statements and related notes thereto appearing in Item 1 .

of this Quarterly Report on

of this Quarterly Report on Form

of Operations

months ended April 30, 2022 as compared to three months ended April 30, 2021

Our revenues for the three months ended April 30, 2022 were $1,735,173, compared to revenues of $1,195,076 for the three months

ended April 30, 2021.

The increase in revenues during the three months ended April 30, 2022 of $540,097 or 45.2%, was primarily

the result of the Company being able to realize an increase of approximately 31.5% (approximately $376,600) in the average sales prices

for the products sold during the three months ended April 30, 2022 compared with the average sales prices realized on products sold

during the three months ended April 30, 2022, an increase of approximately 8.49% (approximately $133,500) in the overall unit sales

of its products during the three months ended April 30, 2022 compared with the three months ended April 30, 2021, and the Company’s

ability to generate approximately $30,500 of new revenues associated with its recently launched PPX TM service platform during

the three months ended April 30, 2022.

The increase in the average sales prices realized on products sold during the three months

ended April 30, 2022 compared with the three months ended April 30, 2021, was due to increases in sales of higher priced medical

grade product and the reduction in volume pricing discounts granted to distributors for large orders of the Company’s medical grade

product offerings, partially offset from the reduction in the sales of the Company’s aesthetic product offerings, which are sold

at lower prices than the Company’s medical grade product offerings.

months ended July 31, 2022 as compared to three months ended July 31, 2021

Our revenues for the three months ended July 31, 2022 were $1,713,214, compared to revenues of $1,367,895 for the three months ended

July 31, 2021.

The increase in revenues during the three months ended July 31, 2022 of $345,319 or 25.2%, was primarily the result of

the Company being able to realize an increase of approximately 43.9% (approximately $601,300) in the average sales prices for the products

sold during the three months ended July 31, 2022 compared with the average sales prices realized on products sold during the three months

ended July 31, 2022, partially offset by a decrease of approximately 14.1% (approximately $276,800) in the overall unit sales of its

products during the three months ended July 31, 2022 compared with the three months ended July 31, 2021, and the Company’s ability

to generate approximately $20,800 of new revenues associated with its recently launched PPX TM service platform during the

three months ended July 31, 2022.

The increase in the average sales prices realized on products sold during the three months ended July

31, 2022 compared with the three months ended July 31, 2021, was due to increases in sales of higher priced medical grade product and

the reduction in volume pricing discounts granted to distributors for large orders of the Company’s medical grade product offerings,

partially offset from the reduction in the sales of the Company’s aesthetic product offerings, which are sold at lower prices than

the Company’s medical grade product offerings.

of Revenues .

Our cost of revenues for the three months ended April 30, 2022 were $126,418, compared with cost of revenues of

$136,321 for the three months ended April 30, 2021.

The decrease in the cost of revenues during the three months ended April 30,

2022 of $9,903 or 7.3%, compared with the three months ended April 30, 2021, was due to a reduction in the cost of units sold of

14.5% (approximately ($19,800) during the three months ended April 30, 2022, compared to costs of units sold during the three months

ended April 30, 2021, partially offset from an increase in the amount of units sold of 8.5% (approximately $9,900) during the three

months ended April 30, 2022, compared with the three months ended April 30, 2021.

The decrease in the cost of units sold was

primarily the result of the Company’s ability to obtain lower cost of raw materials used in the processing of the units that were

sold during the three months ended April 30, 2022, compared with the three months ended April 30, 2021.

Our gross profit for the three months ended April 30, 2022 was $1,608,755 (92.7% of revenues), compared with gross profit

of $1,058,755 (88.6% of revenues) for the three months ended April 30, 2021.

The increase in gross profit during the three months

ended April 30, 2022 of $550,000 was the result of increase in average sales prices for the products sold, lower costs associated

with units sold and the new revenues associated with its recently launched PPX TM service platform during the three months

ended April 30, 2022, compared to the three months ended April 30, 2021.

Our cost of revenues for the three months ended July 31, 2022 were $208,749, compared with cost of revenues of $136,044

for the three months ended July 31, 2021.

The increase in the cost of revenues during the three months ended July 31, 2022 of $72,705

or 53.4%, compared with the three months ended July 31, 2021, was due to an increase in the cost of units sold of 78.5% (approximately

($106,800) during the three months ended July 31, 2022, compared to costs of units sold during the three months ended July 31, 2021,

partially offset from an decrease in the amount of units sold of 14.1% (approximately $34,100) during the three months ended July 31,

2022, compared with the three months ended July 31, 2021.

The increase in the cost of units sold was primarily the result of the Company’s

sales of higher cost medical grade product offerings, and the reduction of lower cost aesthetic product offerings.

Our gross profit for the three months ended July 31, 2022 was $1,504,465 (87.8% of revenues), compared with gross profit

of $1,231,851 (90.1% of revenues) for the three months ended July 31, 2021.

The increase in gross profit during the three months ended

July 31, 2022 of $272,614 was the result of the Company being able to realize an increases in the average sales prices for the products

sold during the three months ended July 31, 2022 and the new revenues associated with its recently launched PPX TM service

platform during the three months ended July 31, 2022, partially offset from increases in costs of units sold and decreases in the overall

unit sales of its products during the three months ended July 31, 2022 compared to the three months ended July 31, 2021.

and Administrative Expenses .

General and administrative expenses for the three months ended April 30, 2022 were $2,867,017,

compared with $3,292,158 for the three months ended April 30, 2021, a decrease of $425,141 or 12.9%.

The decrease in the general

and administrative expenses for the three months ended April 30, 2022 compared with the three months ended April 30, 2021,

was primarily the result of a decrease in stock-based compensation costs to advisors, consultants and administrative staff totaling approximately

$957,000 partially offset by increases in payroll and consulting fees of $81,000, increases in commissions due from sales of the Company’s

products of approximately $180,000, increased professional fees of approximately $33,400, research and development costs of approximately

$42,000 and increased laboratory related costs of approximately $78,000.

The decrease in stock-based compensation costs was the result

of a reduction in the amount of shares issued as stock-based compensation during the three months ended April 30, 2022 compared

with the three months ended 2020 and decreases in the costs attributable to the shares issued as stock-based compensation based on decreases

in the Company’s share price during periods that the stock-based compensation was granted.

General and administrative expenses for the three months ended July 31, 2022 were $4,266,895, compared

with $2,624,808 for the three months ended July 31, 2021, an increase of $1,642,087 or 62.6%.

The increase in the general and administrative

expenses for the three months ended July 31, 2022 compared with the three months ended July 31, 2021, was primarily the result of an

increase in stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $1,517,000, increases

in payroll and consulting fees of $148,000, increases in commissions due from sales of the Company’s products of approximately

$78,000, increased laboratory related costs of approximately $137,000 and the write-off of expired inventory associated with Livin Again

of $30,000, partially offset by decreased professional fees of approximately $69,000 and decreased research and development costs of

approximately $122,000.

The increase in stock-based compensation costs was principally the result of the shares issued as stock-based

compensation to the Company’s newly hired Chief Operating Officer and Acting Chief Executive Officer during the three months ended

July 31, 2022 compared with the three months ended 2021.

Income (Expense).

Other (expense) for the three months ended April 30, 2022 was $197,781, compared with other (expense) of $6,092

for the three months ended April 30, 2021.

The increase in other (expense) of $191,689 during the three months ended April 30,

2022 compared to the three months ended April 30, 2021, was principally the result of increased costs of approximately $130,000

from the amortization of discounts associated with a $600,000 promissory note (“Note”) issued and sold by the Company to

AJB Capital Investments, LLC (“AJB”) in January 2022, the increase in the Commitment Fee Shortfall Obligation of approximately

$49,000 under our Securities Purchase Agreement with AJB (“SPA”) and the increase of $15,000 in interest costs associated

with the Note during the three months ended April 30, 2022 compared with the three months ended 2021.

months ended April 30, 2022 as compared to six months ended April 30, 2021

Our revenues for the six months ended April 30, 2022 were $3,334,321, compared to revenues of $2,563,516 for the six months ended

April 30, 2021.

The increase in revenues during the six months ended April 30, 2022 of $770,805 or 30.0% was primarily the

result of the Company being able to realize an increase of approximately 26.8% (approximately $687,000) in the average sales prices for

the products sold during the six months ended April 30, 2022 compared with the average sales prices realized on products sold during

the six months ended April 30, 2021 and the Company’s ability to generate approximately $78,500 of new revenues associated

with its recently launched PPX TM service platform during the six months ended April 30, 2022.

The increase in the average

sales prices realized on products sold during the six months ended April 30, 2022 compared with the six months ended April 30,

2021 was due to increases in sales of higher priced medical grade product and the reduction in volume pricing discounts granted to distributors

for large orders of the Company’s medical grade product offerings.

Other income for the three months ended July 31, 2022 was $34,973, compared with other (expense) of $15,951 for

the three months ended July 31, 2021.

The increase in other income of $50,924 during the three months ended July 31, 2022 compared to

the three months ended July 31, 2021, was principally the result of the gain from the write-off of liabilities attributable to discontinued

operations that had exceeded the “statute of limitations” of $125,851 and the decrease in the Commitment Fee Shortfall Obligation

of approximately $42,700 under our Securities Purchase Agreement with AJB (“SPA”) during the three months ended July 31,

2022 compared with the three months ended 2021, partially offset from increased costs of approximately $110,000 from the amortization

of discounts in connection with the $600,000 promissory note (“Note”) issued and sold by the Company to AJB Capital Investments,

LLC (“AJB”) in January 2022 and the increase of $16,000 in interest costs associated with the Note during the three months

ended July 31, 2022 compared with the three months ended July 31, 2021.

months ended July 31, 2022 as compared to nine months ended July 31, 2021

Our revenues for the nine months ended July 31, 2022 were $5,047,534, compared to revenues of $3,931,411 for the nine months ended July

The increase in revenues during the nine months ended July 31, 2022 of $1,116,123 or 28.3% was primarily the result of the

Company being able to realize an increase of approximately 33.0% (approximately $1,296,000) in the average sales prices for the products

sold during the nine months ended July 31, 2022 compared with the average sales prices realized on products sold during the nine months

ended July 31, 2021, partially offset by a decrease of approximately 5.3% (approximately $279,300) in the overall unit sales of its products

during the nine months ended July 31, 2022 compared with the nine months ended July 31, 2021, and the Company’s ability to generate

approximately $99,300 of new revenues associated with its recently launched PPX TM service platform during the nine months

ended July 31, 2022.

The increase in the average sales prices realized on products sold during the nine months ended July 31, 2022 compared

with the nine months ended July 31, 2021 was due to increases in sales of higher priced medical grade product and the reduction in volume

pricing discounts granted to distributors for large orders of the Company’s medical grade product offerings, partially offset from

the reduction in the sales of the Company’s aesthetic product offerings, which are sold at lower prices than the Company’s

medical grade product offerings.

of Revenues .

Our cost of revenues for the six months ended April 30, 2022 were $275,539, compared with cost of revenues of $304,492

for the six months ended April 30, 2021.

The decrease in the cost of revenues during the six months ended April 30, 2022 of

$28,953 or 9.5% compared with the six months ended April 30, 2021 was due to a reduction in the cost of units sold of 9.66% (approximately

($29,400) during the six months ended April 30, 2022 compared to costs of units sold during the six months ended April 30,

The decrease in the cost of units sold was primarily the result of the Company’s ability to obtain lower cost of raw materials

used in the processing of the units that were sold during the six months ended April 30, 2022, compared with the six months ended

April 30, 2021.

Our gross profit for the six months ended April 30, 2022 was $3,058,782 (91.7% of revenues), compared with gross profit

of $2,259,024 (88.1% of revenues) for the six months ended April 30, 2021.

The increase in gross profit during the six months ended

April 30, 2022 of $799,758 was the result of increase in average sales prices for the products sold, lower costs associated with

units sold and the new revenues associated with its recently launched PPX TM service platform during the six months ended April 30,

2022 compared to the six months ended April 30, 2021.

Our cost of revenues for the nine months ended July 31, 2022 were $484,287, compared with cost of revenues of $440,536

for the nine months ended July 31, 2021.

The increase in the cost of revenues during the nine months ended July 31, 2022 of $43,751 or

9.9% compared with the nine months ended July 31, 2021 was due to an increase in the cost of units sold of 16.1% (approximately ($71,100)

during the nine months ended July 31, 2022, compared to costs of units sold during the nine months ended July 31, 2021, partially offset

from an decrease in the amount of units sold of 5.3% (approximately $27,300) during the nine months ended July 31, 2022, compared with

the nine months ended July 31, 2021.

The increase in the cost of units sold was primarily the result of the Company’s sales of

higher cost medical grade product offerings, and the reduction of lower cost aesthetic product offerings.

Our gross profit for the nine months ended July 31, 2022 was $4,563,247 (90.4% of revenues), compared with gross profit of

$3,490,875 (88.8% of revenues) for the nine months ended July 31, 2021.

The increase in gross profit during the nine months ended July

31, 2022 of $1,072,372 was the result of the Company being able to realize an increases in the average sales prices for the products

sold during the nine months ended July 31, 2022 and the new revenues associated with its recently launched PPX TM service platform

during the nine months ended July 31, 2022, partially offset from increases in costs of units sold and decreases in the overall unit

sales of its products during the nine months ended July 31, 2022 compared to the nine months ended July 31, 2021.

and Administrative Expenses .

General and administrative expenses for the six months ended April 30, 2022 were $5,958,477, compared

with $12,657,788 for the six months ended April 30, 2021, a decrease of $6,699,311 or 52.9%.

General and administrative expenses for the nine months ended July 31, 2022 were $10,225,371, compared

with $15,282,596 for the nine months ended July 31, 2021, a decrease of $5,057,225 or 33.1%.

The decrease in the general and administrative

expenses for the six months ended April 30, 2022 compared with the six months ended April 30, 2021, was primarily the result

of a decrease in stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $7,052,000 reduced

research and development costs of approximately $343,000, partially offset by increases in commissions due from sales of the Company’s

products of approximately $350,000, increased professional fees of approximately $220,000 and increased laboratory and office related

expenses of approximately $90,000.

The decrease in stock-based compensation costs was the result of a reduction in the amount of shares

issued as stock-based compensation during the six months ended April 30, 2022 compared with the six months ended April 30,

2021 and decreases in the costs attributable to the shares issued as stock-based compensation based on decreases in the Company’s

share price during periods that the stock-based compensation was granted.

expenses for the nine months ended July 31, 2022 compared with the nine months ended July 31, 2021, was primarily the result of a decrease

in stock-based compensation costs to advisors, consultants and administrative staff totaling approximately $5,535,400, reduced research

and development costs of approximately $465,000, partially offset by increases in payroll and consulting fees of $123,200, increases

in commissions due from sales of the Company’s products of approximately $417,900, increased professional fees of approximately

$151,400, increased laboratory and office related expenses of approximately $218,400 and the write-off of expired inventory associated

with Livin Again of $30,000.

The decrease in stock-based compensation costs was the result of a reduction in the amount of shares issued

as stock-based compensation during the nine months ended July 31, 2022 compared with the nine months ended July 31, 2021 and decreases

in the costs attributable to the shares issued as stock-based compensation based on decreases in the Company’s share price during

periods that the stock-based compensation was granted.

Income (Expense).

Other (expense) for the six months ended April 30, 2022 was ($250,084), compared with other income, net, of

$9,264 for the six months ended April 30, 2021.

The increase in other (expense), net, of $259,348 during the six months ended April 30,

2022 compared to the six months ended April 30, 2021 was principally the result of increased costs of approximately $162,000 from

the amortization of the discounts associated with the Note, the increase in the Commitment Fee Shortfall Obligation of approximately

$60,500 under the SPA, the increase of approximately $18,300 in interest costs associated with the Note and the reduction in other income

of approximately $21,575 from settlements received during the six months ended April 30, 2022 compared with the six months ended

Other (expense) for the nine months ended July 31, 2022 was $215,112, compared with other (expense), net, of $6,687

for the nine months ended July 31, 2021.

The increase in other (expense), net, of $208,425 during the nine months ended July 31, 2022

compared to the nine months ended July 31, 2021 was principally the result of increased costs of approximately $272,000 from the amortization

of discounts in connection with the with the Note issued and sold by the Company to AJB in January 2022, the increase of $34,000 in interest

costs associated with the Note during the nine months ended July 31, 2022 compared with the nine months ended 2021, the increase in the

Commitment Fee Shortfall Obligation of approximately $17,700 under our SPA and the reduction in other income of approximately $25,100

from settlements received during the nine months ended July 31, 2022 compared with the nine months ended 2021, partially offset from

the gain from the write-off of liabilities attributable to discontinued operations that had exceeded the “statute of limitations”

of $125,851 during the nine months ended July 31, 2022 compared with the nine months ended July 31, 2021.

and Capital Resources

2 unchanged sentences

The Company held no cash equivalents for any of the periods

Six Months Ended

beginning of year

cash used in operating activities

cash used in investing activities

cash provided by financing activities

end of period

the six months April 30, 2022, the Company used cash in operating activities of $623,943, compared to $1,618,020 for the six months

April 30, 2021, a decrease in cash used of $994,077.

The decrease in cash used in operating activities was due to the increase in

revenues and gross profit, the increase in accrued liabilities to management and the reduction in accounts receivable balances during

the six months April 30, 2022 as compared to the six months April 30, 2021, partially offset from the increase in cash to pay

increasing operating expenses on a current basis associated with professional fees, payroll, consulting costs and laboratory related

expenses in connection with the Company’s expansion of its research and development activities as well as payment of past due accounts

payable and accrued expenses during the six months April 30, 2022 as compared to the six months April 30, 2021.

the six months April 30, 2022, the Company had cash used in investing activities of $385,036, compared to cash used in investing

activities of $46,264 for the six months April 30, 2021.

The increase in cash used in investing activities of $338,772 was due primarily

due the Company’s leasehold improvements associated with the new lab facility in Basalt, CO of $379,100 during the six months April 30,

2022 as compared to the six months April 30, 2021, partially offset from reduced laboratory equipment purchased for the Company’s

laboratory facilities during the six months April 30, 2022 as compared to the six months April 30, 2021.

the six months April 30, 2022, the Company had cash provided by financing activities of $966,411 compared to cash provided by financing

activities of $1,269,402 for the six months April 30, 2021.

The decrease in cash provided by financing activities of $302,991 was

due to decreases in proceeds from the sale of equity securities of approximately $680,000 and increases in repayments of outstanding

debt obligations of approximately $165,600, partially offset from the increase in proceeds of $540,000 from the issuance of the Note

to AJB, during the six months April 30, 2022 as compared to the six months April 30, 2021.

Nine months Ended

Cash, beginning of year

Net cash used in operating activities

Net cash used in investing activities

Net cash provided by financing activities

Cash, end of period

the nine months July 31, 2022, the Company used cash in operating activities of $1,408,243, compared to $2,120,925 for the nine months

July 31, 2021, a decrease in cash used of $712,682.

The decrease in cash used in operating activities was due to the increase in revenues

and gross profit, the increase in accrued liabilities to management and the decrease in inventory balances during the nine months July

31, 2022 as compared to the nine months July 31, 2021, partially offset from the increase in cash to pay increasing operating expenses

on a current basis associated with professional fees, payroll, consulting costs and laboratory related expenses in connection with the

Company’s expansion of its research and development activities as well as payment of past due accounts payable and accrued expenses

during the nine months July 31, 2022 as compared to the nine months July 31, 2021.

the nine months July 31, 2022, the Company had cash used in investing activities of $516,519, compared to cash used in investing activities

of $224,809 for the nine months July 31, 2021.

The increase in cash used in investing activities of $291,710 was due primarily due payments

made in connection with the Company’s leasehold improvements associated with the new lab facility in Basalt, CO of approximately

$157,200 during the nine months July 31, 2022 as compared to the nine months July 31, 2021 and an increase in laboratory equipment purchased

for the Company’s laboratory facilities of approximately $134,500 during the nine months July 31, 2022 as compared to the nine

months July 31, 2021.

the nine months July 31, 2022, the Company had cash provided by financing activities of $1,890,857 compared to cash provided by financing

activities of $1,784,844 for the nine months July 31, 2021.

The increase in cash provided by financing activities of $106,013 was due

to increases in proceeds of $540,000 from the issuance of the Note to AJB, increases in capital contributed by executive of $250,000

and increases in advances for future stock purchases of $700,000 in connection with the Restructuring, partially offset from increases

in repayments of outstanding debt obligations of approximately $200,000 and the reduction in the sale of equity securities of approximately

$1,207,000 during the nine months July 31, 2022 as compared to the nine months July 31, 2021.

Company has historically relied on the sale of debt or equity securities, the restructuring of debt obligations and/or the issuance and/or

exchange of equity securities to meet the shortfall in cash to fund its operations.

During the six months ended April 30, 2022 and

through the date of this report, the Company completed the following private sales of its securities:

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

The proceeds were used for working capital.

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.

January 11, 2022, the Company entered into the SPA with AJB, pursuant to which we sold

the Note in the principal amount of $600,000 to AJB in a private transaction for a purchase

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

The proceeds were

used for working capital.

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

The proceeds were used for working capital.

During the nine months ended July 31, 2022 and through

the date of this report, the Company completed the following private sales of its securities:

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.

were used for working capital.

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.

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.

January 11, 2022, the Company entered into the SPA with AJB, pursuant to which we sold the

Note in the principal amount of $600,000 to AJB in a private transaction for a purchase price

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

The proceeds were used

for working capital.

February 2022, the Company sold an aggregate of 8,333,333 shares of common stock to one “accredited

investor” at $0.03 per share for an aggregate purchase price of $250,000.

were used for working capital.

August 2022, the Company sold an aggregate of 200,000,000 shares of common stock to four

“accredited investors” at $0.02 per share for an aggregate purchase price of

The proceeds are being used for working capital.

August 2022 and September 2022, the Company sold an aggregate of 62,500,000 shares of common

stock to three “accredited investors” at $0.04 per share for an aggregate purchase

price of $2,500,000.

The proceeds are being used for working capital.

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

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The Company has had limited revenues since its inception.

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

incurred net losses of $5,877,236 for the nine months ended July 31, 2022.

In addition, the Company had an accumulated deficit of $47,501,985

$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.

at July 31, 2022.

The Company had a negative working capital position of $6,451,479 at July 31, 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 (“BLA”).

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

addition to the above, the adverse public health developments and economic effects of the ongoing COVID-19 pandemic in the United States

1 unchanged sentence

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.

to have a negative impact on our business and the economy in general.

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

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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.

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 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.

As of July 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.

Sheet Arrangements

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

of Regulation S-K) and as of April 30, 2022 and through the date of this report, we had no such arrangements.

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

Regulation S-K) and as of July 31, 2022 and through the date of this report, we had no such arrangements.

Issued Financial Accounting Standards

3 unchanged sentences

estimates and judgments.

See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K

for the fiscal year ended October 31, 2021, “Summary of Significant Accounting Policies”.

See Note 2 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the

fiscal year ended October 31, 2021, “Summary of Significant Accounting Policies”.

Quantitative and Qualitative Disclosures About Market Risk.

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 2. Management’s Discussion and Analysis