What changed in this filing

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Item 9A. Controls and Procedures

2023-02-14 compared with 2022-02-14 · 477 added, 726 removed, 197 unchanged (86% of the section changed)

1 unchanged sentence

Evaluation of Controls and Procedures.

In accordance with Rules 13a-15 and 15d-15 under

the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management is required to perform an evaluation

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

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

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

Based on their evaluation of our disclosure controls

and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2021, our Principal Executive Officer

and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance

that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized

and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our

management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required

Management’s Report on Internal Control

Over Financial Reporting

Our management is responsible for establishing

and maintaining adequate internal control over financial reporting.

Internal control over financial reporting is defined in Rule 13a-15(f)

or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal

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

directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America

and includes those policies and procedures that:

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

reflect the transactions and dispositions of the assets of the company;

provide reasonable assurance that transactions are recorded as

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

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

of the company;

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

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

Because of its inherent limitations, internal

control over financial reporting may not prevent or detect misstatements.

Projections of any evaluation of effectiveness to future periods

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

policies or procedures may deteriorate.

In accordance with Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management is required to perform an evaluation under the supervision and with the participation of the Company’s management, including the Company’s principal executive and principal financial officers, or persons performing similar functions, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period.

Based on their evaluation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of October 31, 2022, our Principal Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

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

Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act, as a process designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

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

provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the company;

and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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

Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

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

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

presentation.

Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented

or detected on a timely basis by internal control over financial reporting.

However, these inherent limitations are known features of

the financial reporting process.

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

As of October 31, 2021, management assessed the

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

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

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

Based on that evaluation under this framework,

our management concluded that as of October 31, 2021, our internal control over financial reporting was not effective because of the following

material weaknesses:

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

of which there is insufficient independent review of duties performed.

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

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

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

consultants for the preparation of our financial reports, including tax preparation, which could require adjustments and lead to overlooking

items requiring disclosure.

▪ The Company’s Board of Directors at October 31, 2021 were solely comprised of two outside directors

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

The Board does not have an audit committee or an independent

audit committee financial expert nor did it have either one at October 31, 2021.

While not being legally obligated to have an audit committee

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

board members, and an independent audit committee financial expert, is an important entity-level control over the Company’s financial

● As a result of the Company’s limited financial and personnel resources, there may be difficulties

in timely analyzing and identifying potential operational and disclosure transactions within management and to comply with financial reporting

Remediation Initiatives

In an effort to remediate the identified material

weaknesses and other deficiencies and enhance our internal controls, we have expanded our accounting and administrative support staff

during the fiscal year ended October 31, 2021.

We also continue to engage outside tax consultants to assist in advising the Company in

tax matters on an ongoing basis.

If and when the Company obtains sufficient capital

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

GAAP knowledge and business experience and to segregate

appropriate duties among them.

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

We also intend to appoint one or more independent

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

establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made

by management.

While we are actively seeking outside members, including candidates with accounting experience, we cannot provide any assurance

that we will be successful.

Given the size of our Company, lack of revenues and current lack of financing to continue with our business,

it is unlikely that we will be able to hire any additional personnel or that independent directors will agree to join our Board until

general economic conditions and our own business prospects improve significantly.

This report does not include an attestation report

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

Management’s report was not subject

to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s

report in this annual report.

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

Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting.

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

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

As of October 31, 2022, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control-Integrated Framework of 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.

Based on that evaluation under this framework, our management concluded that as of October 31, 2022, our internal control over financial reporting was not effective because of the following material weaknesses:

Due to our small number of employees and resources, we have limited segregation of duties, as a result of which there is insufficient independent review of duties performed.

Due to our small number of employees and resources, we have limited segregation of duties, as a result of which do not have the ability to implement internal controls over the granting of access to our IT environment.

As a result of the limited number of accounting personnel, we rely on inexperienced staff and outside consultants for the preparation of our financial reports, including tax preparation, which could require adjustments and lead to overlooking items requiring disclosure.

As a result of the Company’s limited financial and personnel resources, there may be difficulties in timely analyzing and identifying potential operational and disclosure transactions within management and to comply with financial reporting regulations.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have expanded our accounting and administrative support staff during the fiscal year ended October 31, 2022.

We also continue to engage outside tax consultants to assist in advising the Company in tax matters on an ongoing basis.

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

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

The Company has also begun efforts to further automate its accounting, sales ordering and inventory management functions.

In September 2022, we appointed six (6) independent members to our board of directors (and established an audit committee consisting of three independent directors, which is responsible for the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

One of the independent members who also served on the audit committee resigned in December 2022.

This report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

in Internal Controls

No change in our internal control over financial

reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended October 31, 2021

that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fourth quarter ended October 31, 2022 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Other Information.

Directors, Executive Officers and Corporate

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

Below are the names of and certain information

regarding the Company’s current executive officers and directors:

Director Since:

Albert Mitrani

Chief Executive Officer, Chief Operating Officer,

Secretary and Director

(Principal Executive Officer)

June 24, 2015

Chief Financial Officer and Director

(Principal Financial and Accounting Officer)

September 11, 2019

March 8, 2017-April 13, 2018

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

Director or Officer Since:

Interim Chief Executive Officer, Chief Financial Officer and Director

November 4, 2016

Maria Ines Mitrani

Chief Science Officer, VP and Director

August 14, 2019

November 4, 2016-April 13, 2018

November 4, 2016

George Shapiro

Director and Chief Medical Officer

Chief Medical Officer and Director

February 7, 2019

April 2, 2020

Michael Carbonara

April 2, 2020

Directors are elected to serve until the next

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

Directors are elected by a plurality of the votes

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

a successor has been elected and qualified.

Executive officers are appointed by, and serve

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

Albert Mitrani has been serving

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

Mitrani has also been serving as

our Chief Executive Officer since September 2019.

Mitrani was also our Chief Executive Officer and Chairman of the Board from June

24, 2015 until April 13, 2018.

Mitrani served as the Chief Executive Officer of Analytical Stem Cell Corp.

from April 2014 through

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

From February 2012 through March

Mitrani was the Chief Executive Officer of Americell Trinidad and the President of ASCAAC LLC (American Stem Cell) from March

2011 through January 2013.

Mitrani was the Chief Executive Officer of American Cellular Center Quito Ecuador from 2009 through 2012.

Bothwell was elected

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

Bothwell previously served as a member of the Board

of Directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of

Reorganization.

Albert Mitrani

Executive Vice President of Sales

June 24, 2015

Bhupendra Kumar Modi

Director – Chairman of the Board

September 23, 2022

Director – Vice Chairman of the Board

September 23, 2022

Gurvinder Pal Singh

September 23, 2022

Jerry Glauser

September 23, 2022

Leathem Stearn

September 23, 2022

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

Directors are elected by a plurality of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

Executive officers are appointed by, and serve at the pleasure of, the board of directors of the Company, subject to any contractual arrangements.

Professional Experience

Bothwell was elected as a member of the board of directors of the Company effective September 11, 2019.

Bothwell previously served as a member of the board of directors of the Company from March 8, 2017 until his resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization.

Bothwell serves as the Chief Financial Officer of the Company, a position he has held since November 4, 2016.

2003 through November 2015, Mr.

Bothwell served in various executive positions for Central Energy GP LLC, the general partner of Central

Energy Partners LP, a previously publicly traded master limited partnership.

In addition, he was appointed Interim Chief Executive Officer of the Company on November 22, 2022.

From 2003 through November 2015, Mr.

Bothwell served in various executive positions for Central Energy GP LLC, the general partner of Central Energy Partners LP, a previously publicly traded master limited partnership.

From July 2007 through November 2015, Mr.

Bothwell served

as President and a director of Regional Enterprises, Inc.

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

Since April 2007, Mr.

Bothwell has served as the President and controlling member

of Rover Advanced Technologies, LLC, a company formed to provide management solutions to the public transportation industry.

Bothwell has also served as the President and controlling member of CountOnMe Inc., a company that provides software solutions for

the educational industry.

Bothwell has served as the President and controlling member of Rover Advanced Technologies, LLC, a company formed to provide management solutions to the public transportation industry.

Since 2015, Mr.

Bothwell has also served as the President and controlling member of CountOnMe Inc., a company that provides software solutions for the educational industry.

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

Maria Ines Mitrani was

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

Mitrani previously served as a member of the

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

of Reorganization.

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

Mitrani previously served as a member of the board of directors of the Company from November 4, 2016 until her resignation in April 2018, when the Company executed a Plan and Agreement of Reorganization.

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

Mitrani previously served as the Executive

Vice President of Analytical Stem Cell from 2014 to 2015.

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

From 2012 to 2014, Dr.

Mitrani served as the Executive Vice President, Medical

Tourism Coordinator and Patient Referral Coordinator of Americell Trinidad, LLC.

Mitrani served as the Executive Vice President, Medical Tourism Coordinator and Patient Referral Coordinator of Americell Trinidad, LLC.

From 2008 to 2014, Dr.

Mitrani was with the American

Stem Cell & Anti-Aging center where she co-founded the first autologous stem cell center in Quito, Ecuador.

Mitrani received a

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

George Shapiro was elected as

a member of the Board of Directors of the Company effective February 2019.

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

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

George Shapiro was elected as a member of the board of directors of the Company effective February 2019.

Since September 2018, Dr.

Shapiro has served as the Company’s

Chief Medical Officer.

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

Shapiro has been in practice for over 27 years.

His career in medicine began in 1988 when he graduated

from New York Medical College.

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

An internship and residency then followed at Albert Einstein college of Medicine, after which, Dr.

completed a Cardiovascular Disease fellowship at Columbia University College of Physicians and Surgeons in 1994.

Shapiro is currently

a cardiologist in private practice.

Michael Carbonara was

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

Carbonara has served as the Chief Executive

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

In addition, Mr.

Carbonara has successfully

worked directly with financial regulators in Canada, Europe and Asia to establish regulated banking and payment institutions as well as

a SICAV ( Société d’investissement à Capital Variable ) alternative

investment fund.

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

Carbonara is a member of the Association of Certified Anti-Money Laundering Specialists® (“ACAMS”), the largest international

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

and financial crime detection and prevention professionals.

Carbonara received his Associates

Degree in Business Administration in 2006.

Shapiro completed a Cardiovascular Disease fellowship at Columbia University College of Physicians and Surgeons in 1994.

Shapiro is currently a cardiologist in private practice.

Albert Mitrani has been serving as Executive Vice President of Sales since July 21, 2022.

Mitrani served as our President, Secretary and Treasurer from June 24, 2015 to July 21, 2022, as our Chief Executive Officer from September 2019 until July 21.

2022 and as a member of the board of directors from June 24, 2015 to August 19, 2022.

He also was our Chief Executive Officer and Chairman of the Board from June 24, 2015 until April 13, 2018.

Mitrani served as the Chief Executive Officer of Analytical Stem Cell Corp.

from April 2014 through May 2015.

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

From February 2012 through March 2014 Mr.

Mitrani was the Chief Executive Officer of Americell Trinidad and the President of ASCAAC LLC (American Stem Cell) from March 2011 through January 2013.

Mitrani was the Chief Executive Officer of American Cellular Center Quito Ecuador from 2009 through 2012.

Bhupendra Kumar Modi became a director and Chairman of the Board on September 23, 2022.

Modi has nearly four decades of business experience and for over three decades has been the Group Chairman of Modi Holdings – a diversified business conglomerate with business interests in mobility, finance, healthcare, education, entertainment, clean energy and life sciences.

Headquartered in Singapore, Modi Holdings has a global footprint with companies in India, Singapore and the U.S.

Modi is well-known for bringing the latest technologies into India in partnerships with industry leaders like Xerox, Alcatel, Telstra, Olivetti, Axiata, Singapore Technologies Telemedia and Fountain Life, among others.

In the past few years, Dr.

Modi has been focusing on his philosophy of living ‘Beyond 100’, where he is attempting to create an ecosystem that enables people to live Happy and Healthy beyond 100.

His efforts in the healthcare industry have earned him the epithet of ‘Global Leader in Wellness’, by the American Academy of Anti-Aging Medicine.

We believe that given his diverse and extensive business experience, Dr.

Modi is a significant addition to the Company as a member of our board of directors and as its Vice Chairman.

Chuck Bretz became a director of the Company and Vice Chairman of the Board on September 23, 2022.

Bretz has been a practicing attorney for the last 40 years in both the private and public sectors.

Since 1999, Mr.

Bretz, has been a principal of the Joliet, Illinois law firm he founded which is now known as Chuck Bretz & Associates, P.C.

The firm advises various businesses in multiple commercial and real estate matters.

Bretz is also currently actively involved in advising entrepreneurs across the country in structuring and negotiating business and real estate transactions.

We believe that his combination of legal and business experience brings value to the Company as a member of our board of directors and as its Vice-Chairman.

Gurvinder Pal Singh joined our Board of Directors on September 23, 2022, has over 35 years of professional experience in business strategy, corporate finance and financial accounting covering varied areas such as mergers and acquisitions, statutory compliance, capital raising, budgeting and internal controls, audit, financial management, risk management, investor relations and tax planning.

Since 1996, he has served as Chief Finance Officer of Modi Holdings, whose holdings include various companies in India, Singapore and the U.S., in the fields of mobile services, mobile devices, mobile retain, healthcare, new energy and wellness.

Singh is a graduate of the University of New Delhi and a Chartered Accountant in India.

Given his varied and extensive finance and business experience, we believe that he will be a valuable addition to Organicell as a member of the board of directors.

Jerry Glauser joined the Company’s board of directors on September 23, 2022.

He has been in the automobile business for 50 years, starting in the family business in South New Jersey.

Glauser bought his first dealership in Sarasota Florida and over the next three decades expanded to ownership of a dozen dealerships in Florida.

In 2004, he sold his Florida dealerships and acquired a Mercedes-Benz dealership in Denver, Colorado, which he sold in 2006.

He then bought a Mercedes-Benz dealership in Houston, Texas, which he operated until its sale.

For the last eight years, Mr.

Glauser has been a private investor in various biotech companies and real estate ventures.

We believe that his over half century of business experience brings a unique perspective to the board of directors.

Leathem Stearn joined the board of directors on September 23, 2002.

Since 1970, Mr.

Stearn been an inventor, designer, entrepreneur and investor in various industries and with multiple companies.

Stearn founded Scunci International, LLC, where he developed the “Scrunchy” product and Scunci Brand of women hair accessories.

He managed the Company until its sale in 1988, but continues to hold and license the Scunci Trademark ® world-wide.

From 1992 to1995, Mr.

Stearn was a partner and CEO of Artnet, a company which he co-founded that became the leading art information company in the Art industry.

Stearn has also founded or co-founded, developed and managed a number of other ventures including;

Showcase International, LLC (from 1989 to 1992), which developed the first entertainment industry multi-media portfolio database;

Smith Stearn Yachts LLC (from 2004 to 2010), which developed and operated a yacht sharing business and a number of other companies in the maritime industry.

The Company believes that Mr.

Carbonara’s financial and business experience, including

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

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

Allen Meglin was

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

Since June 2019, Dr.

Meglin has served

on the Company’s Products and Technical Advisory Board.

Since 2005, Dr.

Meglin has served as a staff radiologist for Chatham Radiologists,

a medical facility specializing in interventional radiology and musculoskeletal radiology.

Meglin also serves as the Medical

Director for Northeast Georgia Aesthetics and is the owner operator of several proprietorships involved in providing aesthetics, chiropractic

and wellness services.

Throughout his career, Dr Meglin has been a frequent lecturer and presenter, has issued many medical related publications,

has served on the faculty and taught various courses at educational institutions, has participated in as a principal investigator in several

clinical research studies, and holds several medical based patents.

Meglin also currently serves on the board of directors of several

private United States companies.

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

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

Meglin currently holds the following

licenses and certifications:

● Registered Vascular Technologist, ARDMS

● Certificate in Added Qualifications in Vascular and Interventional Radiology from the American Board of

● National Board of Medical Examiners Diplomate

● Medical License from the state of North Carolina

Meglin earned a M.D from the University of

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

Washington, DC.

The Company believes that Dr.

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

of Directors.

Stearn’s diverse experience makes him a valuable addition to the board of directors.

Family Relationships

Albert Mitrani, our President and Chief Executive

Officer, and Dr.

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

Committees of the Board of Directors

At present, we do not have standing audit, compensation

and nominating and corporate governance committees.

We intend to establish such committees, which will be composed entirely of independent

directors in the near future and will be required to do so if we see to up-list our common stock for trading on a national securities

Code of Ethics

Due to our small size, we have not adopted a Code

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

We intend to adopt a Code of Ethics and Business

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

Compliance with Section 16(a) of the Securities

Exchange Act of 1934

Section 16(a) of the Exchange Act requires our

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

initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common

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

Executive officers, directors and greater than 10% shareholders are

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

Based solely on our review of the copies of such

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

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

year ended October 31, 2021 and up through the date of this report.

Maria Ines Mitrani, our Chief Science Officer and a director and Albert Mitrani, our Executive Vice President of Sales, are spouses.

Board Committees

At the September 23, 2022 meeting, the Board also established three standing committees;

an audit committee, a compensation committee and a nominating and corporate governance committee.

The members of the audit committee are Messrs.

Singh and Glauser, with Mr.

Singh acting as Chairman, the members of the compensation committee are Dr.

Bretz and Mr.

Stearn, with Dr.

Modi acting as Chairman and the members of the nominating and corporate governance committee are Messrs.

Bretz and Singh, with Mr.

Bretz serving as Chairman.

The Board has determined that each of our non-executive directors is “ independent ” within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the “ SEC ”) and the listing standards of the Nasdaq Stock Market.

In addition, we believe Messr.

Singh qualifies an “ audit committee financial expert ” as the term is defined by the applicable rules and regulations of the SEC and the Nasdaq Stock Market listing standards, based on his business professional experience in the financial and accounting fields.

At the time of the listing of our common stock for trading on the Nasdaq Stock Market, we are required to certify to the Nasdaq Stock Market, that our audit committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication.

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

Section 16(a) of the Exchange Act requires our executive officers and directors and persons who own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively.

Executive officers, directors and greater than 10% stockholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with under Section 16 of the Exchange Act during the fiscal year ended October 31, 2022 and up through the date of this Annual Report, except that due to administrative delays in obtaining Edgar filing codes, the following Forms 3 were inadvertently filed late as follows:

Greyt Ventures LLC filed its Form 3 on September 16, 2022, 16 days late.

Bretz filed his Form 3 on September 29, 20222, 29 days late.

Singh filed their Forms 3 on October 3, 2022, 33 days late.

Stearn filed his Form 3 on October 6, 2022, 36 days late.

John Chiste, who stepped down as a director on December 21, 2022, filed his Form 3 on October 11, 2022, 41 days late.

Glauser filed his Form 3 on October 27, 2022, 57 days late.

Skycrest Holdings, LLC filed its Form 3 on December 16, 2022, 107 days late.

Executive Compensation.

The following table sets forth information concerning

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

the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal year ended

October 31, 2021;

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

end of the fiscal year ended October 31, 2021 whose total compensation exceeded $100,000;

and (iii) up to two additional individuals for

whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive

officer of the Company at the end of the fiscal year ended October 31, 2021.

The following table sets forth information concerning the total compensation paid or accrued by the Company during the last two fiscal years indicated to (i) all individuals that served as the Company’s principal executive officer or acted in a similar capacity for the Company at any time during the fiscal year ended October 31, 2022;

(ii) the two most highly compensated executive officers who were serving as executive officers of the Company at the end of the fiscal year ended October 31, 2022 whose total compensation exceeded $100,000;

and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer of the Company at the end of the fiscal year ended October 31, 2022.

SUMMARY COMPENSATION TABLE

Name and Principal Position

Option Awards

Non-equity Incentive Plan Compensation

Nonqualified Deferred Compensation Earnings

All Other Consideration

Total Actually Received

Albert Mitrani -

CEO, President

Secretary and Treasurer (1)

and Principal Position

Incentive Plan Compensation

Deferred Compensation Earnings

Other Consideration

Actually Received

Interim Chief Executive Officer,

Chief Financial Officer (1)

Matthew Sinnreich,

Acting Chief Executive Officer

Albert Mitrani - CEO,

President and Executive Vice

President of Sales (3)

Mitrani, VP and

Chief Science Officer (4)

Chief Financial Officer (3)

George Shapiro,

Chief Medical Officer (5)

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

Company on June 24, 2015.

He was replaced as Chief Executive Officer in April 2018.

He was appointed as Chief Executive Officer and principal

executive officer in September 2019.

During fiscal year 2021 and 2020, Mr.

Mitrani was granted 30,000,000 and 65,000,000 shares of common

stock of the Company with an aggregate grant value of $2,205,000 and $1,755,000, respectively.

See Note 10 to the October 31, 2021 audited

consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

Mitrani was appointed as the Vice President and Chief Science Officer of the Company on November

During fiscal year 2021 and 2020, Dr.

Mitrani was granted 30,000,000 and 65,000,000 shares of common stock of the Company with

an aggregate grant value of $2,205,000 and $1,755,000, respectively.

See Note 10 to the October 31, 2021 audited consolidated financial

statements for a description of the assumptions used in determining the value of the stock granted.

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

During fiscal

year 2021 and 2020, Mr.

Bothwell was granted 30,000,000 and 65,000,000 shares of common stock of the Company with an aggregate grant value

of $2,205,000 and $1,755,000, respectively.

In addition, during fiscal year 2020, Mr.

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

shares of common stock of the Company with an aggregate grant value of 176,250.

See Notes 10 and 11 to the October 31, 2021 audited consolidated

financial statements for a description of the assumptions used in determining the value of the stock granted and the warrants issued.

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

During fiscal year 2021

and 2020, Dr.

Shapiro was granted 4,500,000 and 70,000,000 shares of common stock of the Company with an aggregate grant value of $121,500

and $1,895,000, respectively.

See Note 10 to the October 31, 2021 audited consolidated financial statements for a description of the assumptions

used in determining the value of the stock granted.

(5) $275,824 and $216,436 of salary and commissions were accrued and unpaid at October 31, 2021 and 2020,

respectively.

Bothwell has served as Chief Financial Officer of the Company since November 4, 2016.

On November 22, 2022, he was appointed Interim Chief Executive Officer.

Bothwell was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

Matthew Sinnreich served as Acting Chief Executive Officer and Chief Operating Officer of the Company from July 21, 2022 to September 23, 2022 and as Acting Chief Executive Officer and President from September 23, 2022 to November 22, 2022, when he resigned.

During fiscal year 2022, Mr.

Sinnreich was granted 10,000,000 shares of common stock of the Company and a warrant to purchase 40,000,000 shares of common stock of the Company with an aggregate grant value of 343,000 and 1,332,000, respectively.

Sinnreich also received 24,000,000 shares of common stock of the Company in lieu of any cash salary during his first year of employment with an aggregate grant value of $823,200, of which 6,706,849 ($228,353) was vested as of October 31, 2022.

See Notes 11 and 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted and the warrants issued.

Albert Mitrani served as Chief Executive Officer from June 2015 until April 2018, when he was appointed President.

From September 2019 until July 21, 2022, Mr.

Mitrani again served and Chief Executive Officer.

On July 21, 2022, when he stepped down from that position and assumed the position of Executive Vice President of Sales.

During fiscal year 2021, Mr.

Mitrani was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

Mitrani has served as Vice President and Chief Science Officer of the Company since November 4, 2016.

During fiscal year 2021, Dr.

Mitrani was granted 30,000,000 shares of common stock of the Company with an aggregate grant value of $2,205,000.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

George Shapiro has served as the Chief Medical Officer of the Company since September 2018.

During fiscal year 2021, Dr.

Shapiro was granted 4,500,000 shares of common stock of the Company with an aggregate grant value of $121,500.

See Note 12 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the stock granted.

In connection with the Restructuring on August 19, 2022, Mr.

Bothwell was granted a warrant to purchase 30,000,000 shares of common stock of the Company with a grant value of $588,000 as payment for $588,000 of accrued and unpaid salary.

In addition, $455,478 of accrued and unpaid salary was forgiven by Mr.

Bothwell in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $843,378 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

See Note 13 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants issued.

$430,200 of accrued and unpaid salary was forgiven by Mr.

Mitrani in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $362,455 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

$563,455 of accrued and unpaid salary was forgiven by Dr.

Mitrani in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $275,824 of salary and commissions were accrued and unpaid at October 31, 2022 and 2021, respectively.

In connection with the Restructuring on August 19, 2022, Dr.

Shapiro was granted a warrant to purchase 3,150,000 shares of common stock of the Company with a grant value of $61,740 as payment for $61,740 of accrued and unpaid salary.

In addition, $77,760 of accrued and unpaid salary was forgiven by Dr.

Shapiro in connection with the Restructuring on August 19, 2022 and is reflected as a reduction in the total amount received during the year ended October 31, 2022.

$0 and $54,000 of salary was accrued and unpaid at October 31, 2022 and 2021, respectively.

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

Mitrani, received benefits totaling approximately $81,056

and $68,017 during fiscal year ended October 31, 2021 and 2020, respectively.

(10) Ian Bothwell received benefits totaling approximately $21,854 during fiscal year ended October 31, 2021.

We have no plans in place and have never maintained

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

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

plans and nonqualified deferred contribution plans.

See Note 13 to the October 31, 2022 audited consolidated financial statements for a description of the assumptions used in determining the value of the warrants issued.

Ian Bothwell received benefits totaling approximately $35,957 and $21,854 during fiscal year ended October 31, 2022 and 2021, respectively.

Albert Mitrani and his wife, Dr.

Mitrani, received benefits totaling approximately $83,243 and $81,056 during fiscal year ended October 31, 2022 and 2021, respectively.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Outstanding Equity Awards at Fiscal Year-End

There were no outstanding equity awards as of

October 31, 2021.

Unexercisable

Units of Stock

Unearned Shares,

Shares, Units

of Other Rights

Sinnreich (1)

Maria Ines Mitrani

George Shapiro

Sinnreich resigned on November 22, 2022.

Based on the closing stock price of $0.027 on October 31, 2022.

Executive Employment Agreements

April 2018 Employment

The description of Mr.

Mitrani’s, Dr.

Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the “April 2018 Executive

Employment Agreements”) are summarized below:

Pursuant to Albert Mitrani’s April 2018

Executive Employment Agreement, Mr.

Mitrani serves as the Company’s President and Chief Operating Officer.

Mitrani’s base

annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments,

commencing May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board may, but shall not

be required to, increase the base salary during the Employment Term.

Mitrani is also entitled to a commission on all sales attributable

to him (i.e., excluding existing customers of the Company at the time of the Reorganization) at the rate of five percent (5%) of the “Net

Sales” as defined in the agreement and an expense allowance of $5,000 per month.

Pursuant to Ian Bothwell’s April 2018 Executive

Employment Agreement, Mr.

Bothwell continues to serve as the Company’s Chief Financial Officer.

Bothwell’s base annual

salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing

May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required

to, increase the base salary during the Employment Term.

Bothwell has not been paid salary since July 2018.

Pursuant to Dr.

Mitrani’s April

2018 Executive Employment Agreement, Dr.

Mitrani continues to serve as the Company’s Chief Science Officer.

base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments,

commencing May 1, 2018, in arrears.

The base salary shall be reviewed at least annually by the Board and the Board may, but shall not

be required to, increase the base salary during the Employment Term.

The term of each of the April 2018 Executive Employment

Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr.

Bothwell) or December 31, 2023 (Mr.

Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement;

provided that on such expiration of the Initial Term, and each annual anniversary thereafter (such date and each annual anniversary

thereof, a “Renewal Date”), the agreement shall be deemed to be automatically extended, upon the same terms and conditions,

for successive periods of one year, unless either party provides written notice of its intention not to extend the term of the April 2018

Executive Employment Agreement at least 90 days’ prior to the applicable renewal Date.

The period during which the Executive is

employed by the Company hereunder is hereinafter referred to as the “Employment Term.”

Unpaid Advances

The Company was required to repay the unpaid advances

subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018.

payments were not made as required.

Fringe Benefits and Perquisites

During the Employment Term, each Executive shall

be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar

benefits or perquisites (or both) to similarly situated executives of the Company.

The Company may terminate the April 2018 Executive

Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including, the Executive’s

death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions of the Company’s

Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management.

February 26, 2020 Amendment

On February 26, 2020, the Company agreed to modify

the employment agreement of Mr.

Bothwell, the Company’s Chief Financial Officer to provide Mr.

Bothwell with:

· an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent

with other executives of the Company;

· a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares of common

stock of the Company, exercisable for ten years at an exercise price of $0.28 per share, the closing price of the common stock on the

date of the grant.

April 25, 2020 Amendment

On April 25, 2020, the Company agreed to amend

and revise the each of Albert Mitrani, Ian Bothwell and Dr.

Mitrani, (individually each of A.

Mitrani, Bothwell and Dr.

are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements.

The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following:

An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December

An increase in base annual salary from $162,500 to $300,000.

The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019.

The increased annual salary

of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall

only be paid only upon there being sufficient available cash.

Beginning July 1, 2020, at the sole option of the Executive, any portion

of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common

stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

For any unpaid Original

Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price

using the closing trading price of the stock on the last trading day in December 2019.

Beginning December 1, 2020, at the sole

option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common

stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains.

For any unpaid Incremental

Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the

stock on the last trading day in December 2019.

Until such time as the Executive elects

to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company.

Severance Provisions

Company termination without cause, Executive

for good reason:

● All existing accrued obligations existing at time of termination shall be paid to Executive;

● Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending

grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone

were achieved prior to termination;

● Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in

effect at time of the time of the termination or an amount equal to four times (4x’s) the base salary in effect at the time of termination,

whichever is greater;

● Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock

bonus (excluding any stock grants received pursuant to the MCPP).

Change In Control:

In the event of a Change

in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control

with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason

and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided

to Executive.

Executive termination due to disability, death,

or non-renewal by Company:

● All existing accrued obligations existing at time of termination shall be paid to Executive.

● Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending

grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone

were achieved prior to termination.

● Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect

at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment.

● 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants).

June 29, 2020 Amendment

On June 29, 2020, the board of directors of the

Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives.

The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following:

An increase in the Executives annual base annual salary upon

such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for

four consecutive months.

Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first

month in which the salary threshold was met.

Any adjustment pursuant to this provision shall not be reduced for any future reduction

in revenues that may occur.

Monthly Revenues

(in millions)

Company is party to executive employment agreements with each of Ian T.

Bothwell (our Interim Chief Executive Officer and Chief Financial

Officer), Dr.

Maria Ines Mitrani (our Chief Science Officer) and Albert Mitrani, our Executive Vice President of Sales), originally executed

in April 2018 and subsequently amended, most recently on August 19, 2022 and February 9, 2023 (the “ Executive Employment

Agreements ”).

As amended, the Executive Employment Agreements provide for :

A base salary of $300,000, provided , however , that each of

the executives agreed to a reduction in each executive’s annual salary to $150,000 per year effective November 30, 2022 in the case

Bothwell and December 15, 2022 in the case of Dr.

Maria Ines Mitrani and Albert Mitrani.

The salary reduction will remain in

effect through such time as net revenues from operations are breakeven when calculating the salaries of all three executives without the

agreed upon reductions ( the “ Salary Reduction Period ”).

There is no obligation of the Company to repay that portion

of each executive’s salary that has been reduced during the Salary Reduction Period.

A term expiring on December 31, 2025.

Payment of severance only in the event of termination without cause, in

an amount equal to one month’s salary for each year of service.

Customary confidentiality and non-competition provisions.

In connection with the February 9, 2023 amendment to the Executive Employment

Agreements, Mr.

Bothwell and Mr.

Mitrani also agreed to repay approximately $44,600 and $84,300, respectively, of previously reimbursed

expenses to the Company and the Company and the executives exchanged mutual releases.

Employment Arrangements with Matthew Sinnreich

On July 21, 2022, Matthew Sinnreich was appointed by the Board to the position of Chief Operating Officer and Acting Chief Executive Officer.

Contemporaneously therewith, Organicell and Mr.

Sinnreich entered into a term sheet (the “ Term Sheet ”) setting forth in principle the terms of Mr.

Sinnreich’s employment agreement with and compensation by the Company.

Except with respect to the signing bonus described below, the Term Sheet is subject to the negotiation and execution of a definitive employment agreement embodying the provisions of the Term Sheet, as well as customary terms and conditions for an executive employment agreement.

The definitive employment agreement was not negotiated and executed prior to Mr.

Sinnreich stepping down from the Company as noted below.

As an inducement for Mr.

Sinnreich to join the Company, pursuant to the Term Sheet he was issued 10,000,000 shares of restricted common stock and ten-year warrants to purchase 40,000,000 shares at a price of $0.034 per share, exercisable on a “ cashless ” basis.

The shares and warrants vested immediately upon issuance.

The Term Sheet also provided that during the first year of the Initial Term, Mr.

Sinnreich will be compensated by the issuance of 24,000,000 shares of Organicell’s common stock, which shall vest in equal monthly installments of 2,000,000 shares each.

During the second year of the Initial Term, Mr.

Sinnreich will be entitled to receive a base salary of $25,000 per month, payable in cash of shares of Organicell’s common stock, at his election.

On September 7, 2022, the board of directors of the Company awarded Matthew Sinnreich a one-time payment of $200,000 and agreed to reimburse him for up to $100,000 in out-of-pocket expenses incurred by him in connection with services rendered to the Company, subject to submission of documentation for such expenses in accordance with the Company’s expense reimbursement policies.

On September 13, 2022, Mr.

Sinnreich assumed the position of President and Acting Chief Executive Officer.

He subsequently resigned from the Company on November 22, 2022.

The Company is currently reviewing its rights to rescind previously issued shares and payments to Mr.

Sinnreich in light of the resignation.

Board Stock Compensation Plan

On February 26, 2020, the Company established

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

in Board meetings retroactive to November 1, 2019.

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

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

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

amount of $30,000 per year per member.

In addition, Board members that participate on future board committees will also be eligible

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

The maximum aggregate number

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

During December 2020, the Board approved the bonus

of newly issued common stock to the non-executive Board members (consisting of Mr.

Carbonara and Dr.

Meglin) totaling 2,000,000 shares.

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

On February 26, 2020, the Company established

the 2020 Stock Incentive Plan (the “2020 Plan”).

The 2020 Plan provided for the grant of options, appreciation rights, dividend

equivalent right and restricted common stock of the Company (an “Award”) to any person who is an employee or director of,

or consultant to the Company.

The maximum aggregate number of shares that may be issued pursuant to all Awards is 50,000,000 shares, plus

an annual yearly increase.

No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption

of the Company’s 2021 Equity Incentive Plan (the “2021 Plan”) and share exchange as described in “ - 2021 Plan

and Share Exchange” below.

Management and Consultants Performance Stock

On April 25, 2020, the Company approved the adoption

of the Management and Consultants Performance Stock Plan (the “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.

Pre-Transaction Price Per Share

Valuation (a)

Executive Bonus Shares

Non-executive Board Bonus Shares

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

per each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell, and Dr.

George Shapiro

per each non-executive Board member consisting of Dr.

Allen Meglin and Michael Carbonara

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:

Aggregate Funding Amount

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

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

respectively, to each Albert Mitrani, Dr.

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

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

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

In addition, each of the current executives were

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

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

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

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 5,000,000 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 10,000,000 shares

for each Phase III clinical trial fully enrolled.

In addition, the CMO’s portion of a designated grant for an achievement of any

applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the

Pursuant to the MCPP, a total of 342,500,000 shares

have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the

defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed

and/or serving as a member of the Board:

On February 26, 2020, the Company established the Board Stock Compensation Plan (the “Board Plan”) which provides compensation for non-executive Board members for participation in Board meetings retroactive to November 1, 2019.

The Board Plan provides for a grant of $7,500 in equivalent shares of common stock (based on trading price at the end of the applicable current quarter) on the last day of each respective fiscal quarter that a member attends at least 75% of all meetings held during such quarter and in which a minimum of 1 meeting is held, for a maximum annual compensation amount of $30,000 per year per member.

In addition, Board members that participate on future board committees will also be eligible to receive additional compensation for serving on such committees, in amounts to be determined by the Board.

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

The Company is no longer using the Board Plan to compensate its non-executive directors as set forth in Item 10.

Management – Compensation of Non-Executive Directors above .

On February 26, 2020, the Company established the 2020 Stock Incentive Plan (the “ 2020 Plan ”).

The 2020 Plan provided for the grant of options, appreciation rights, dividend equivalent right and restricted common stock of the Company (an “Award”) to any person who is an employee or director of, or consultant to the Company.

The maximum aggregate number of shares that may be issued pursuant to all Awards is 50,000,000 shares, plus an annual yearly increase.

No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption of the Company’s 2021 Equity Incentive Plan (the “ 2021 Plan ”) and share exchange as described in “ - 2021 Plan and Share Exchange ” below.

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 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, five million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10 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:

MCPP Remaining

3 unchanged sentences

Michael Carbonara

The Company will record stock-based compensation

expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective

milestone for the MCPP Shares were approved.

In connection with the MCPP Shares that have been awarded to date, all such shares were issued

in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common

stock of the Company on the date that those respective MCPP Shares were approved.

During the years ended October 31, 2021 and 2020,

a total 49,500,000 shares and 293,000,000 shares, respectively, were issued in connection with certain Milestones achieved.

Upon completion of the Share Exchange (see below),

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

In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved.

During the years ended October 31, 2022 and 2021, a total 0 shares and 49,500,000 shares, respectively, were issued in connection with certain Milestones achieved.

The Company recorded a total of $0 and $1,336,500 of stock-based compensation expense during the years ended October 31, 2022 and 2021, respectively.

For the MCPP Shares approved on February 10, 2021, the closing price of the common stock of the Company was $0.108.

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

In connection with the Closing, the Company and each of the grantees of awards authorized but not yet issued under the MCPP (“Awards”) agreed to waive and terminate their respective Awards.

2021 Plan and Share Exchange Agreement

In September 2021, the Company adopted the 2021

Equity Incentive Plan (“2021 Plan”).

The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options,

Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”)

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

The maximum aggregate number of shares that may be issued

pursuant to all Awards is 250,000,000 shares.

The 2021 Plan is administered by (a) the

board of the directors of the Company;

or (b) a committee designated by the board, which Committee shall be constituted in such a

manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b)

of the Exchange Act in accordance with Rule 16b-3.

Once appointed, such committee shall continue to serve in its designated capacity

until otherwise directed by the board.

In September 2021, the Company adopted the 2021 Equity Incentive Plan (“ 2021 Plan ”).

The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “ Award” ) to any person who is an employee or director of, or consultant to the Company.

The maximum aggregate number of shares that may be issued pursuant to all Awards is 250,000,000 shares.

The 2021 Plan is administered by (a) the board of the directors of the Company;

or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3.

Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board.

The board of directors may at any time amend, suspend, or terminate the Plan;

provided, however,

that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required

by applicable laws.

On October 29, 2021, the Company entered into

an Exchange Agreement (the “Exchange Agreement”) with shareholders (including executive officers) who were issued shares under

(i) various consulting and employment agreements during 2021 (the “Service Providers”), and (ii) those shareholders who were

issued shares of common stock pursuant to the MCPP (the “MCPP Holders”).

The Service Providers who executed the Exchange

Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the “Service Provider

Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCPP, for an

aggregate of 79,800,000 shares of common stock.

As of the effective date of the Exchange Agreement, the Service Providers and MCPP Holders

who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCPP for

newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the

2021 Plan (the “Exchange Shares”).

Upon completion of the Share Exchange, the 2020 Plan and the MCPP (but not Awards of unexchanged

shares of our common stock) were terminated.

As of October 31, 2021, a total of 83,400,000

shares of our common stock, including the Exchange Shares have been awarded under the 2021 Plan.

Security Ownership of Certain Beneficial

Owners and Management and Related Stockholder Matters.

The following table sets forth, as of January

28, 2022, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially

own 5% or more of our common stock and by directors and executive officers as a group.

Unless otherwise stated, the address of the persons

set forth in the table is c/o the Company, 4045 Sheridan Avenue, Suite 239, Miami Beach, FL 33140.

PERCENTAGE (1)

Officers and Directors

Albert Mitrani (2)

Chief Executive Officer, President and Director

provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws.

On October 29, 2021, the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) with shareholders (including executive officers) who were issued shares under (i) various consulting and employment agreements during 2021 (the “ Service Providers ”), and (ii) those shareholders who were issued shares of common stock pursuant to the MCPP (the “ MCPP Holders ”).

The Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the “ Service Provider Shares ”), and the MCPP Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCPP, for an aggregate of 79,800,000 shares of common stock.

As of the effective date of the Exchange Agreement, the Service Providers and MCPP Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the 2021 Plan (the “Exchange Shares”).

Upon completion of the Share Exchange, the 2020 Plan and the MCPP (but not Awards of unexchanged shares of our common stock) were terminated.

As of October 31, 2022, a total of 83,400,000 shares of our common stock, including the Exchange Shares have been awarded under the 2021 Plan.

Compensation of Directors Table

The following table summarizes all compensation paid to our non-executive directors for the fiscal year ended October 31, 2022.

Option/Equity

Non-Qualified

Bhupendra Kumar Modi

Jerry Glauser

Leathem Stearn

Gurvinder Pal Singh

John Chiste (2)

Represents Directors Warrants as more fully described in “Narrative Disclosure to the Director Compensation Table” set forth below.

Chiste stepped down as a director on December 21, 2022.

Narrative Disclosure to the Director Compensation Table

Each of our non-executive directors will be party to a Director’s Service Agreement.

Pursuant to that agreement, non-employee directors (other than Dr.

Modi) will be compensated for their services by the annual issuance of warrants to acquire up to 1,000,000 shares of the Company’s common stock at an exercise price equal to fair market value of the common stock as of the date of grant (the “ Director Warrants ”).

The Director Warrants shall be exercisable for a period of ten (10) years from the date of grant and shall vest in equal monthly installments of 83,333.33 shares, subject to continued service by the director as a member of the board of directors.

The agreement will also provide for indemnification of directors to the fullest extent permitted by Nevada law.

It is contemplated that non-executive directors will be granted a comparable amount of Director Warrants or stock options for each year of service.

[Non-employee directors are also reimbursed for out-of-pocket costs incurred in connection with attending meetings.]

Code of Ethics

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

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of February 3, 2023, the beneficial ownership of our common stock by each director and executive officer, by each person known by us to beneficially own 5% or more of our common stock and by directors and executive officers as a group.

Unless otherwise stated, the address of the persons set forth in the table is c/o the Company, 3321 College Ave, Suite 246, Davie, Florida 33314:

Name Officers and Directors

Ian Bothwell (3)

Interim Chief Executive Officer, Chief Financial Officer and Director

Maria Mitrani (4)

Chief Science Officer and Director

Ian Bothwell (4)

Chief Financial Officer and Director

George Shapiro (5)

Chief Medical Officer and Director

Michael Carbonara (6)

Albert Mitrani (6)

Executive Vice President of Sales

Bhupendra Kumar Modi (7)

Director - Chairman

Chuck Bretz (8)

Director - Vice Chairman

Jerry Glauser (9)

Leathem Stearn (10)

Gurvinder Pal Singh (11)

All officers and directors as a group (10 persons)

Based on 1,149,204,595 shares of common stock outstanding at January 28, 2022, less all unvested shares issued and outstanding as of January 28, 2022.

Includes 101,707,800 shares of common stock held by Dr.

Maria Mitrani, Albert Mitrani’s wife.

Does not include 15,000,000 shares of common stock issued to Dr.

Mitrani which vest on December 31, 2023.

Includes 151,790,190 shares of common stock held by Albert Mitrani, Dr.

Mitrani’s husband.

Does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.

Other 5% or Greater Stockholders

Skycrest Holdings LLC (12)

Greyt Ventures LLC (13)

Based on 1,367,311,142 shares of vested common stock outstanding as of February 3, 2023.

Based on 1,367,311,142 shares of vested common stock and 100 Series C Preferred Shares outstanding as of February 3, 2023.

The shares of common stock and the Series C Preferred Shares vote together as a single class on all matters presented to stockholders, except as required by Nevada law.

Each Series C Preferred Share entitles the holder to 51.0 % of the combined voting power of the Company’s capital stock and an aggregate of 51.0% for all 100 Series C Preferred Shares outstanding, notwithstanding the number of shares of common stock outstanding.

Includes warrants to purchase 37,500,000 shares of common stock of the Company.

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Bothwell which vest on December 31, 2023.

Does not include 15,000,000 shares of common stock issued to Dr.

Maria Mitrani which vest on December 31, 2023.

Includes 151,790,190 shares of common stock held by Albert Mitrani, Dr.

Mitrani’s husband which does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.

Includes warrants to purchase 3,150,000 shares of common stock of the Company.

Does not include 5,000,000 shares of common stock issued to Mr.

Shapiro which vest on December 31, 2023.

Held indirectly by Republic Asset Holdings LLC, an entity of which Michael Carbonara has voting and dispositive control.

The address for this shareholder is 102 NE 2 nd Street, Boca Raton, FL 33432.

Does not include the unvested shares of common stock set forth in footnotes (2) through (5) above.

Does not include 15,000,000 shares of common stock issued to Albert Mitrani which vest on December 31, 2023.

Includes 101,707,800 shares of common stock held by Dr.

Maria Mitrani, Albert Mitrani’s wife which does not include 15,000,000 shares of common stock issued to Dr.

Mitrani which vest on December 31, 2023.

Represents 50,000,000 shares of common stock held of record by Beyond 100 FZE and 50,000,000 shares of common stock held of record by Smart Co.

Ltd., each of which Dr.

Modi is the sole beneficial owner.

Includes vested warrants to purchase 367,123 shares of common stock of the Company and warrants to purchase 166,667 shares of common stock of the Company that vest within 60 days of February 3, 2023.

Includes 12,500,000 shares of common stock held of record by Stearn Enterprises LLC, of which Mr.

Stearn is the sole beneficial owner.

Includes vested warrants to purchase 367,123 shares of common stock of the Company and warrants to purchase 166,667 shares of common stock of the Company that vest within 60 days of February 3, 2023.

812 Meridian Lane, Hollywood FL 33019.

Represents 50,000,000 shares of common stock, warrants to purchase 150,000,000 shares of common stock and 50 Series C Preferred Shares held of record by Skycrest Holdings, LLC, of which Louis Birdman is the managing member.

20533 Biscayne Blvd., Suite 648, Aventura, FL 33180.

Represents 50,000,000 shares of common stock, warrants to purchase 150,000,000 shares of common stock and 50 Series C Preferred Shares held of record by Greyt Ventures LLC, of which Ms.

Wendy Grey is the sole member and manager.

The Company has not received any filings by a third party indicating beneficial ownership of more than 5% of our outstanding voting capital stock that are not listed herein.

The persons named above have full voting and investment power with respect to the shares indicated.

Under the rules of the SEC, a person (or group of persons) is deemed to be a “ beneficial owner ” of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.

Accordingly, more than one person may be deemed to be a beneficial owner of the same security.

Beneficial ownership is determined in accordance with SEC rules and includes only vested securities and those securities which a person or entity may have the right to acquire and/or vest in the next 60 days.

Authorized for Issuance under Equity Compensation Plans

Plan category

Number of securities to

be issued upon exercise of

outstanding options,

warrants and rights

Weighted-average

exercise price of

outstanding options,

warrants and rights

Number of securities to be issued upon

exercise of outstanding options, warrants and rights

Weighted-average exercise price of

outstanding options, warrants and rights

Number of securities remaining

available for future issuance under

equity compensation plans

(excluding securities reflected in

2020 Plan (a)

available for future issuance under equity compensation plans (excluding securities reflected in column (a))

Board Stock Compensation Plan (1)

Management And Consultants Performance Stock Plan (a)

2021 Equity Incentive Plan

(a) No awards were issued under the 2020 Plan and the 2020 Plan was terminated in connection with the adoption

of the Company’s 2021 Equity Incentive Plan.

Following the adoption of the 2021 Equity Incentive Plan and consummation of the Share

Exchange Agreement described in “Item 11.

Executive Compensation” in October 2021, the Management And Consultants Performance

Stock Plan, but not unexchanged shares awarded under the Management And Consultants Performance Stock Plan ,was terminated.

Certain Relationships and Related

Transactions and Director Independence.

The Company’s corporate administrative offices

are located at 515 North Shore Drive, Miami Beach, Florida 33141.

The office space is leased from MariLuna, LLC, a Florida limited liability

company which is owned by Dr.

Maria Mitrani, the Chief Science Officer and director of the Company.

The term of the lease runs through

June 2023 and the monthly rent is $3,500 per month.

Since October 2020, we have been party to a second lease 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.

The monthly rent is $6,500.

The Company is no longer using the Board Plan to compensate its non-executive directors.

Certain Relationships and Related Transactions and Director Independence.

Review, Approval and Ratification of Related Party Transactions

Review, approval, or ratification of transactions with our executive officers, directors and significant stockholders are subject to approval or ratification by a majority of disinterested directors.

Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent directors.

Until July 31, 2022, the Company’ leased administrative office space located at 515 North Shore Drive, Miami Beach, Florida 33141, from MariLuna, LLC, a Florida limited liability company which is owned by Dr.

Maria Mitrani, the Chief Science Officer and director of the Company at a monthly rent of $3,500.

The lease was to expire in June 2023.

In addition, since October 2020 and until July 31, 2022, we have been party to a second lease with MariLuna LLC for office space located in Aspen, Colorado at a monthly rent of $6,500.

The initial term of the lease was for one year, expiring on September 30, 2021 and the lease was subsequently extended on a month to month basis.

Both leases were terminated by agreement of the Company and MariLuna, LLC, retroactive to July 31, 2022 in connection with the August 19, 2022 funding and corporate restructuring transaction.

Reimbursements

In its employment agreement with Ian Bothwell,

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 $31,192 and $24,788 for the years ended October

31, 2021 and 2020, respectively.

In its employment agreement with Ian Bothwell, 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 $36,352 and $31,192 for the years ended October 31, 2022 and 20210, respectively.

In connection with the August 19, 2022 funding and corporate restructuring transaction, the Company and Mr.

Bothwell agreed to terminate the reimbursement arrangement effective October 31, 2022.

The Company and Mr.

Bothwell are reviewing the payments to be reimbursed as a result of the corporate restructuring transaction.

Advances by Executive Officers

From time to time, Mr.

Bothwell and/or his respective

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

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

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

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

As of October 31, 2022 and October 31, 2021, $0 and $6,253 respectively, is owed to Mr.

Bothwell and/or his respective affiliates.

Iglesias, the Company’s former Chief

Executive Officer, and/or his affiliates advanced funds to the Company to pay for certain expenses of the Company.

As of October 31, 2021,

and October 31, 2020, $220,897 was owed to Mr.

Iglesias, the Company’s former Chief Executive Officer, and/or his affiliates advanced funds to the Company to pay for certain expenses of the Company.

As of each of October 31, 2022 AND October 31, 2021, $220,897 was owed to Mr.

Iglesias and/or his affiliates, respectively.

Iglesias also personally guaranteed a

$100,000 credit facility secured by the Company in September 2019.

Sale Of Equity

During April 2020 through May 2020, the Company

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

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

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

of common stock to Dr.

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

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

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

or its designee funded the Company $500,000.

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

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

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

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

for an aggregate purchase price of $100,000.

Iglesias also personally guaranteed a $100,000 credit facility secured by the Company in September 2019.

Sales to Related Parties

During the year ended October 31, 2021, the Company

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

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

were attributable to the medical practice owned by Dr.

George Shapiro.

Shapiro also has an indirect economic interest in the parent

company that owns the MSO.

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

Allen Meglin and to customers related to Mr.

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

During the fiscal year ended

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

George Shapiro and Dr.

Allen Meglin and to customers related to Mr.

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

Review, Approval and Ratification of Related

Party Transactions

Review, approval, or ratification of transactions

with our executive officers, directors and significant shareholders are subject to approval or ratification by a majority of disinterested

Once our board of directors is comprised of a majority of independent directors, we anticipate that such transactions will

require approval or ratification by a majority of our independent directors or a committee of the board of directors consisting of independent

For the year ended October 31, 2022, the Company sold a total of approximately $702,100 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $207,072 of products purchased from the Company that were attributable to the medical practice owned by Dr.

George Shapiro the Company’s Chief Medical Officer and a member of the board of directors.

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

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

Allen Meglin, a member of the board of directors until August 2022 and to customers related to Mr.

Michael Carbonara, a member of the board of directors until August 2022 totaled $20,820 and $101,715, respectively.

For the year ended October 31, 2021, the Company sold a total of approximately $881,600 of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $211,505 of products purchased from the Company that were attributable to the medical practice owned by Dr.

George Shapiro the Company’s Chief Medical Officer and a member of the board of directors.

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

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

Allen Meglin, a member of the board of directors until August 2022 and to customers related to Mr.

Michael Carbonara, a member of the board of directors until August 2022 totaled $13,820 and $32,655, respectively.

Principal Accounting Fees and Services.

Our principal independent accountants are Marcum

LLP (“Marcum”).

The aggregate fees billed the Company for the

fiscal years ended October 31, 2021 and October 31, 2020 for professional services rendered by our principal accountants for their audit

of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally

provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

Our independent registered public accounting firm is Marcum LLP (“ Marcum ”).

The aggregate fees billed the Company for the fiscal years ended October 31, 2022 and October 31, 2021 for professional services rendered by our principal accountants for their audit of our annual financial statements and review of financial statements included in our quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years were:

Fiscal Year Ended October 31, 2022:

1 unchanged sentence

Audit-Related Fees

The aggregate fees billed the Company for the

fiscal years ended October 31, 2021 and 2020 for assurance and related services by the principal accountant that are reasonably related

to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule

The aggregate fees billed the Company for the fiscal years ended October 31, 2022 and October 31, 2021 for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under Item 9(e)(1) of Schedule 14A.

Fiscal Year Ended October 31, 2022:

Fiscal Year Ended October 31, 2021:

The aggregate fees billed the Company for the

fiscal years ended October 31, 2021 and 2020 for professional services rendered by the principal accountants for tax compliance, tax advice,

and tax planning.

The aggregate fees billed the Company for the fiscal years ended October 31, 2022 and October 31, 2021 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning.

Fiscal Year Ended October 31, 2022:

1 unchanged sentence

All Other Fees

The aggregate fees billed the Company for the

fiscal years ended October 31, 2021 and 2020 for products and services provided by the principal accountants, other than the services

reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.

The aggregate fees billed the Company for the fiscal years ended October 31, 2022 and October 31, 2021 for products and services provided by the principal accountants, other than the services reported in Items 9(e)(1) through 9(e)(3) of Schedule 14A.

Fiscal Year Ended October 31, 2022:

1 unchanged sentence

Pre-Approval Policies and Procedures

We have not used Marcum for financial information

system design and implementation.

These services, which include designing or implementing a system that aggregates source data underlying

the financial statements or generates information that is significant to our financial statements, are provided internally or by other

service providers.

We have not used Marcum for financial information system design and implementation.

These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers.

We did not engage Marcum to provide compliance outsourcing services.

Our board of directors pre-approves all services

provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before

or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Marcum and

believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.

Our board of directors pre-approves all services provided by our independent auditors.

All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

The board of directors has considered the nature and amount of fees billed by Marcum and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independence.

Exhibits and Financial Statement Schedules.

18 unchanged sentences

(Filed as an exhibit to Form 8-K filed on July 14, 2020 and incorporated by reference herein)

Certificate of Designation of Series C Non-Convertible Preferred Stock (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Second Amended and Restated Bylaws (as amended effective August 19, 2021) (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement dated October 30, 2015 between Biotech Products Services and Research, Inc.

78 unchanged sentences

333-26062) and incorporated by reference therein)

Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated herein by reference)

Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment

Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment

Subsidiaries of the Registrant

Consent of Marcum LLP

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive Officer

Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Financial and Accounting Officer

Section 1350 Certification of Principal Executive Officer

Section 1350 Certification of Principal Financial and Accounting Officer

Exchange Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on November 2, 2021 and incorporated by reference herein)

Securities Purchase Agreement dated January 11, 2022 with AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Promissory Note dated January 11, 2022 made in favor of AJB Capital Investment (Filed as an exhibit to the Registrant’s Form 10-K filed on February 14, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Beyond 100 FZE (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Stock Purchase Agreement with Smart Co.

(Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Consulting Agreement with Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Consulting Agreement with Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Warrant issued to Skycrest Holdings, LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Warrant issued to Greyt Ventures LLC (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Albert Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Dr.

Maria Ines Mitrani Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Amendment to Ian T.

Bothwell Employment Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Termination of Consulting Arrangement with Dr.

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Form of Warrant to be issued to Ian T.

Bothwell and Dr.

George Shapiro (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Termination of Management and Consulting Performance Plan Awards (Filed as an exhibit to the Registrant’s Form 8-K filed on August 23, 2022 and incorporated by reference herein)

Purchase Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

Registration Rights Agreement between Organicell and Tysadco Partners LLC, dated September 1, 2022 (Filed as an exhibit to the Registrant’s Form 8-K filed on September 6, 2022 and incorporated by reference herein)

Form of Director Services Agreement (Filed as an exhibit to the Registrant’s Form 8-K filed on September 27, 2022 and incorporated by reference herein)

Amendment to Dr.

Maria Ines Mitrani Employment Agreement, dated February 9, 2023(filed herewith)

Amendment to Albert Mitrani Employment Agreement, dated February 9, 2023 (filed herewith)

Amendment to Ian Bothwell Employment Agreement, dated February 9, 2023 (filed herewith)

Subsidiaries of the Registrant (Filed as an exhibit to the Amendment No.

l to the Registrant’s Form S-1 Registration Statement filed on October 20, 2022 (File No.

333-267563) and incorporated by reference herein)

Consent of Marcum LLP (filed herewith)

Rule 13(a)-14(a)/15(d)-14(a) Certification (filed herewith)

Section 1350 Certification (filed herewith)

XBRL Instance Document

6 unchanged sentences

Management compensation plan or arrangement.

Pursuant to Rule 406T of Regulation S-T, these

interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the

Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject

to liability under those sections.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,

thereunto duly authorized.

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or filing for purposes of Sections 11 or 12 of the Securities Act of 1933, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability under those sections.

Form 10-K Summary.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ORGANICELL REGENERATIVE MEDICINE, INC.

Albert Mitrani

Chief Executive Officer

(Principal Executive Officer)

February 14, 2022

Chief Financial Officer

(Principal Financial and Accounting Officer)

February 14, 2022

Pursuant to the requirements of the Securities

Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and

on the dates indicated:

/s/ Albert Mitrani

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

(Principal Executive Officer)

Interim Chief Executive Officer and Chief Financial Officer

(Principal Executive, Financial and Accounting Officer)

February 14, 2023

Albert Mitrani

Chief Financial Officer, Director

(Principal Financial and Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Interim Chief Executive Officer, Chief Financial Officer, Director (Principal Executive, Financial and Accounting Officer)

February 14, 2023

7 unchanged sentences

George Shapiro

/s/ Allen Meglin

/s/ Bhupendra Kumar Modi

Director and Chairman of the Board

February 14, 2023

/s/ Michael Carbonara

Bhupendra Kumar Modi

Director and Vice Chairman of the Board

February 14, 2023

Michael Carbonara

/s/ Gurvinder

February 14, 2023

Gurvinder Pal Singh

Jerry Glauser

February 14, 2023

Jerry Glauser

February 14, 2023

Leathem Stearn

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures