What changed in this filing

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Item 1. Financial Statements

2023-03-17 compared with 2022-09-14 · 510 added, 1198 removed, 49 unchanged (97% of the section changed)

Financial Statements

Regenerative Medicine, Inc.

BALANCE SHEETS

receivable, net of allowance for bad debts

Organicell Regenerative Medicine, Inc.

CONSOLIDATED BALANCE SHEETS

Current Assets

and equipment, net

assets – right of use

AND STOCKHOLDERS’ DEFICIT

payable and accrued expenses

liabilities to management

for future stock purchases

lease obligations

Note, net of debt discount

Fee Shortfall Obligation

attributable to discontinued operations

Accounts receivable, net of allowance for bad debts

Receivables from related party

Other receivables

Prepaid expenses

Funds held in escrow for share repurchase

Total Current Assets

Property and equipment, net

Other assets – right of use

Security deposits

LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY

Current Liabilities

term finance lease obligations

term operating lease obligations

and contingencies

Stockholders’

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

Accounts payable and accrued expenses

Advances payable

Finance lease obligations

Operating lease obligations

Deferred revenue

Promissory Note, net of debt discount

Commitment Fee Shortfall Obligation

Commitment to repurchase shares in connection with settlement of litigation

Total Current Liabilities

Long term finance lease obligations

Long term operating lease obligations

Total Liabilities

Commitments and contingencies

Shares Subject To Possible Redemption

Series C Preferred Stock, $ 0.001 par value, 100 shares authorized;

100 and 100 shares issued and outstanding, respectively

paid-in capital

( 47,501,985 )

( 41,624,749 )

Stockholders’ Deficit

( 4,611,812 )

( 2,665,593 )

LIABILITIES AND STOCKHOLDERS’ DEFICIT

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

Regenerative Medicine, Inc.

STATEMENTS OF OPERATIONS

and administrative expenses

from operations

( 2,762,430 )

( 1,392,957 )

( 5,662,124 )

( 11,791,721 )

income (expense)

in Commitment Fee Shortfall Obligation

from write-off of liabilities attributable to discontinued operations

( 2,727,457 )

( 1,408,908 )

( 5,877,236 )

( 11,798,408 )

for income taxes

$ ( 2,727,457 )

$ ( 1,408,908 )

$ ( 5,877,236 )

$ ( 11,798,408 )

loss per common share - basic and diluted

average number of common shares outstanding - basic and diluted

1,087,077,331

1,102,213,123

1,074,721,483

1,040,476,900

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

Regenerative Medicine, Inc.

CHANGES TO STOCKHOLDERS’ DEFICIT

the Three Months And Nine Months Ended July 31, 2022 and 2021

Months Ended July 31,

Stockholders’

1,166,887,928

$ ( 44,774,528 )

$ ( 4,190,090 )

contributed by Executive

stock issued as commitment fee for Promissory Note

( 2,727,457 )

July 31, 2022

1,206,126,390

$ ( 47,501,985 )

$ ( 4,611,812 )

1,095,469,695

$ ( 39,257,689 )

$ ( 2,518,453 )

of common stock

of accounts payable for stock

issued for future services

( 1,408,908 )

July 31, 2021

1,116,136,005

$ ( 40,666,597 )

$ ( 2,463,357 )

Months Ended July 31,

Stockholders’

October 31, 2021

1,132,361,005

$ ( 41,624,749 )

$ ( 2,665,593 )

of common stock

contributed by Executive

stock issued as commitment fee for Promissory Note

issued in settlement of litigation

( 5,877,236 )

July 31, 2022

1,206,126,390

$ ( 47,501,985 )

$ ( 4,611,812 )

October 31, 2020

$ ( 28,868,189 )

$ ( 1,391,816 )

of common stock

of accounts payable for stock

issued for future services

based compensation

( 11,798,408 )

July 31, 2021

1,116,136,005

Stockholders’ Equity

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

1,488,757,718 and 1,479,126,390 shares issued and outstanding, respectively

Additional paid-in capital

Accumulated deficit

Total Stockholders’ Equity

TOTAL LIABILITIES, SHARES SUBJECT TO POSSIBLE REDEMPTION AND STOCKHOLDERS’ EQUITY

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

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended

Cost of revenues

General and administrative expenses

Loss from operations

Other income (expense)

Interest expense

Change in Commitment Fee Shortfall Obligation

Loss before taxes

Provision for income taxes

Net loss per common share - basic and diluted

Weighted average number of common shares outstanding - basic and diluted

1,401,909,813

1,059,226,886

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

Regenerative Medicine, Inc.

STATEMENTS OF CASH FLOWS

FLOWS FROM OPERATING ACTIVITIES

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

Organicell Regenerative Medicine, Inc.

CONSOLIDATED CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months Ended January 31, 2023 and 2022

Total Stockholders’

Balance October 31, 2021

1,132,361,005

Sale of common stock

Stock-based compensation

Common stock issued as commitment fee for Promissorry Note

Balance January 31, 2022

1,149,204,595

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

and amortization expense

of OID and commitment fee discount – Promissory Note

in Commitment Fee Shortfall Obligation

from write-off of liabilities attributable to discontinued operations

issued in settlement of litigation

in operating assets and liabilities:

payable and accrued expenses

liabilities to management

cash used in operating activities

Balance October 31, 2022

1,479,126,390

Sale of common stock

Stock-based compensation

Balance January 31, 2023

1,488,757,718

FLOWS FROM INVESTING ACTIVITIES

of fixed assets

cash used in investing activities

FLOWS FROM FINANCING ACTIVITIES

from issuance of Promissory Note

for future stock purchases

contributed by executive

on finance lease

of notes payable

from sale of common stock

cash provided by financing activities

at beginning of period

at end of period

CASH FLOW INFORMATION:

paid for taxes

paid for interest

INVESTING AND FINANCING TRANSACTIONS:

discount on proceeds received from Promissory Note

purchased from payments due on accounts payable

stock issued as commitment fee for Promissory Note

Fee Shortfall Obligation

note issued for past due Professional Fees

of fixed assets included in accounts payable

issued for future services

subscription receivable

of accounts payable interest into common stock

lease – right of use assets

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

1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Regenerative Medicine, Inc.

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

Organicell Regenerative Medicine, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES

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

Depreciation and amortization expense

Amortization of OID and commitment fee discount – Promissory Note

Change in Commitment Fee Shortfall Obligation

Stock-based compensation

Changes in operating assets and liabilities:

Accounts receivable

Receivables from related party

Other receivables

Prepaid expenses

Accounts payable and accrued expenses

Accrued liabilities to management

Security deposits

Deferred revenue

Net cash used in operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets

Net cash used in investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from issuance of Promissory Note

Funds held in escrow for share repurchase

Payments on finance lease

Repayments of notes payable

Proceeds from sale of common stock

Net cash (used in) provided by financing activities

(Decrease) increase in cash

Cash at beginning of period

Cash at end of period

SUPPLEMENTAL CASH FLOW INFORMATION:

Cash paid for taxes

Cash paid for interest

NON-CASH INVESTING AND FINANCING TRANSACTIONS:

OID discount on proceeds received from Promissory Note

Stock purchased from payments due on accounts payable

Common stock issued as commitment fee for Promissory Note

Commitment Fee Shortfall Obligation

Promissory note issued for past due Professional Fees

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

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Organicell Regenerative Medicine, Inc.

f/k/a Biotech Products Services and Research, Inc.

(“Organicell” or the “Company”)

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

The Company is a clinical-stage biopharmaceutical company principally focusing

on the development of innovative biological therapeutics for the treatment of degenerative diseases and the provision of other related

The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring

extracellular vesicles, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent.

Our proprietary

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

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

Biotech Products Services and Research, Inc.

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

and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory Agency.

the nine months ended July 31, 2022 and July 31, 2021, the Company principally operated through General Surgical of Florida, Inc., a

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

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

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

substance or diluent.

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

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

own peripheral blood.

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

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

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

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

2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

of Presentation

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

(“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada.

The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and the provision of other related services.

The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent.

Our proprietary products are principally used in the health care industry administered through doctors and clinics (collectively, “Providers”).

On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc.

to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”) and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory Agency.

For the three months ended January 31, 2023, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers.

The Company’s leading product, Zofin™ (also known as Organicell TM Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent.

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

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

The Company began to accept minimal orders for this service in October 2021 and to date revenues from PPX TM continue to be immaterial.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

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

All significant intercompany accounts and transactions have been eliminated.

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

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

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

These unaudited consolidated

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

the Securities and Exchange Commission.

Concentrations

of Credit Risk

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

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

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

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

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

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

Management bases

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

However, actual

results may differ from the estimates.

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

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

The Company provides allowances for doubtful accounts

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

If the financial condition of the Company’s

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

provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience

adjusted for existing market conditions.

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

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

receivables is made.

For the three months and nine months ended July 31, 2022 and 2021, the Company did no t record any bad debt expense.

Subscriptions Receivable

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

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

In the event that

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

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

At July 31, 2022 and October 31, 2021,

there were no stock subscriptions receivable outstanding.

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

The Company provides reserves for potential excess,

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

as well as product shelf life.

At July 31, 2022 and October 31, 2021, the Company determined that there were no t any reserves required

in connection with our inventory.

and Equipment

and equipment are stated at cost.

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

lives of the related assets.

Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading.

These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2022 filed with the Securities and Exchange Commission.

Concentrations of Credit Risk

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

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

At January 31, 2023, the Company held $ 1,152,448 of cash balances in one financial institution in excess of FDIC insurance coverage limits.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year.

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

However, actual results may differ from the estimates.

Cash Equivalents

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

Accounts Receivable

Accounts receivable are recorded at net realizable value on the date revenue is recognized.

The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation.

If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required.

The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions.

The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days.

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

For the three months ended January 31, 2023 and 2022, the Company did no t record any bad debt expense.

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

The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life.

At January 31, 2023 and 2022, the Company determined that there were not any reserves required in connection with our inventory.

Property and Equipment

Property and equipment are stated at cost.

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

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

Upon sale or retirement,

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

or loss is included in results of operations.

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

are charged to operations as incurred.

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

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

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

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

Company required under the contracts.

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

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

Our performance obligations are satisfied and control is transferred

at a point-in-time, which is typically when the transfer of title to the product sold has taken place and there is evidence of our customer’s

satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with

the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date

to be designated by the customer.

Income (Loss) Per Common Share

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

average number of common shares outstanding during the period.

Diluted earnings per share is calculated by dividing the Company’s

net income available to common shareholders by the diluted weighted average number of shares outstanding during the period.

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

or equity instruments.

July 31, 2022, the Company had 49,500,000 common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental

Salary that could be convertible into approximately 61,967,000 common shares that were not included in the computation of dilutive loss

per share because their inclusion is anti-dilutive for the three months and nine months ended July 31, 2022.

At July 31, 2021, the Company

had 9,500,000 common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental Salary that could

be convertible into approximately 33,570,000 common shares that were not included in the computation of dilutive loss per share because

their inclusion is anti-dilutive for the three months and nine months ended July 31, 2021.

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

and Development Costs

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

Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations.

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

Leasehold Improvements

Leasehold improvements in excess of $ 1,000 that are made in connection with leases having a term of more than 12 months are capitalized by the Company and amortized over the shorter of the useful life of the asset or the remaining lease periods and renewals that are deemed to be reasonably certain at the date the leasehold improvements are purchased.

Costs associated with leasehold improvements that do not exceed $ 1,000 are expensed as incurred.

Revenue Recognition

The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts.

The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service.

Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer.

Net Income (Loss) Per Common Share

Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period.

Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year.

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

At January 31, 2023, the Company had 408,800,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2023.

At January 31, 2022, the Company had 9,500,000 common shares issuable upon the exercise of warrants and unpaid Original Base Salary and Incremental Salary that could be convertible into approximately 39,836,000 common shares that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months ended January 31, 2022.

Stock-Based Compensation

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

Research and Development Costs

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

These costs are expensed as incurred.

Our research and development expenses were approximately $ 111,000 and $ 233,000 for the three

months ended July 31, 2022 and 2021, respectively.

Our research and development expenses were approximately $ 664,000 and $ 1,129,000

for the nine months ended July 31, 2022 and 2021, respectively.

The research and development costs primarily relate to the filing

and approval of IND applications and the performance of clinical trials.

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

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

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

Deferred tax assets and liabilities are recognized

for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities

and their respective tax basis and operating loss carryforwards.

Deferred income tax expense represents the change during the period

in the deferred tax assets and deferred tax liabilities.

Deferred tax assets and liabilities are measured using enacted tax rates expected

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

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment

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

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

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

This pronouncement prescribes a

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

taken in a tax return.

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

accounting in interim period, disclosure and transition.

the three months and nine months ended July 31, 2022 and 2021 the Company incurred operating losses, and therefore, there was not any

income tax expense amount recorded during those periods.

There is a full valuation allowance established for the tax benefit associated

with the net losses for the three months and nine months ended July 31, 2022 and 2021.

of Derivatives

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

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

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

as a liability.

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

operations as other income (expense).

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

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

Equity instruments that are initially classified as equity

that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the

reclassification date.

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

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

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

allocation of shares.

Company currently has 2,500,000,000 authorized shares of common stock of which 1,476,126,390 shares are issued and outstanding as of

September 14, 2022.

The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity

financings, transactions with third parties, performance incentives and as compensation to its employees.

Currently the amount of authorized

shares is sufficient to provide for the additional shares that the Company may be contingently obligated to issue under existing arrangements.

Value of Financial Instruments

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

from the book value.

Our research and development expenses were approximately $ 194,700 and $ 276,300 for the three months ended January 31, 2023 and 2022, respectively.

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

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

Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards.

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

Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date.

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

The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes.

This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return.

The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

For the three months ended January 31, 2023 and 2022 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods.

There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2023 and 2022.

Valuation of Derivatives

The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense).

Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares.

The Company currently has 2,500,000,000 authorized shares of common stock of which 1,490,677,642 shares are issued and outstanding as of March 16, 2023.

The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees.

Currently the amount of authorized shares is sufficient to provide for the additional shares that the Company may be contingently obligated to issue under existing arrangements.

Fair Value of Financial Instruments

The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value.

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

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

fair value and enhances disclosures about fair value measurements.

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

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

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

ASC 820 also establishes a fair value hierarchy which

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

Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt.

The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature

of these instruments.

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

As required by ASC 820, assets and liabilities measured

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

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

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

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

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

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

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

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

measuring fair value.

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

The Company evaluates its hierarchy disclosures

each quarter.

Company did not have any convertible instruments outstanding at July 31, 2022 and October 31, 2021 that qualify as derivatives.

Lease Obligations

the provisions of Accounting Standards Update (ASU) No.

2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of

use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease.

applies the modified retrospective approach which includes a number of optional practical expedients on leases that commenced before

the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with

previous guidance, unless the lease is modified and the inclusion of amounts pertaining to the maintenance portion of the leased assets.

Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include

a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under

In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also

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

The Company has established a capitalization

threshold of $ 15,000 in determining whether any future operating leases will be capitalized.

Company has evaluated subsequent events that occurred after July 31, 2022 through the financial statement issuance date for subsequent

event disclosure consideration.

3 – GOING CONCERN

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

which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since its inception.

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

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

at July 31, 2022.

The Company had a negative working capital position of $ 6,451,479 at July 31, 2022.

United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective

beginning in May 2021 (postponed from November 2020 due to the COVID-19 pandemic) require that the sale of products that fall under Section

351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue

based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”).

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

of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding

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

have adversely affected the demand for our products and services by our customers and from patients of our customers as a result of quarantines,

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

to have a negative impact to our business and the economy.

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

yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute

the products currently being produced or developed in the future are not restricted;

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

The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements.

It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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

The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments.

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

As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement.

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

Level two — Inputs other than level one inputs that are either directly or indirectly observable such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities;

Level three — Unobservable inputs that are supported by little or no market activity and developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

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

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

The Company evaluates its hierarchy disclosures each quarter.

The Company did not have any convertible instruments outstanding at January 31, 2023 and October 31, 2022 that qualify as derivatives.

Operating Lease Obligations

Under the provisions of Accounting Standards Update (ASU) No.

2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease.

The Company applies the modified retrospective approach which includes a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified and the inclusion of amounts pertaining to the maintenance portion of the leased assets.

The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840.

In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840.

The Company has established a capitalization threshold of $ 15,000 in determining whether any future operating leases will be capitalized.

Subsequent Events

The Company has evaluated subsequent events that occurred after January 31, 2023 through the financial statement issuance date for subsequent event disclosure consideration.

NOTE 3 – GOING CONCERN

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

accounting principles, which contemplate continuation of the Company as a going concern.

The Company has had limited revenues since

its inception.

The Company incurred net losses of $ 2,176,305 2,286,656 for the three months ended January 31, 2023.

In addition, the

Company had an accumulated deficit of $ 52,807,962 at January 31, 2023.

The Company had a working capital deficit of $ 773,385 at

January 31, 2023.

United States Food and Drug Administration (“FDA”)

regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from November 2020

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

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

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

The Company has not obtained any opinion or ruling regarding

the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject

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

In addition to the above, the adverse public health developments associated with the ongoing COVID-19 pandemic combined with the downturn in the overall United States and global economies have adversely affected the demand for our products and services by our customers and from patients of our customers and which currently still continue to have a negative impact to our business and the economy.

As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted;

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

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

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

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

and research and development costs related to development of new products and to perform required clinical studies in connection with

the sale of its products.

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

Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products.

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

the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations

that it currently sells and distributes to its customers.

The Company’s current market capitalization, common stock liquidity and

available authorized shares may hinder its ability to raise equity proceeds.

The Company anticipates that future sources of funding,

if any, will therefore be costly and dilutive, if available at all.

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

balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which

are in compliance with current and future regulatory guidelines;

In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers.

The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds.

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

In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines;

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

(c) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the

development of new product offerings and/or designations of products;

(c) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products;

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

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

ongoing obligations;

(f) the Company is able to continue its research and development activities, particularly in regards to remaining

compliant with the FDA and ongoing safety and efficacy of its products;

and/or (g) the Company obtains additional working capital to

meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement

policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy.

There is no assurance that

the Company’s research and development activities will be successful or that the Company will be able to timely fund the required

costs of those activities.

Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely

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

source of revenues.

revenues do not increase and stabilize, if the COVID-19 crisis is not satisfactorily managed and/or resolved, if the Company’s

ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if

additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of

assets, closure of operations and/or protection under the U.S.

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

(f) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products;

and/or (g) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources.

There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy.

There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities.

Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted.

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

If revenues do not increase and stabilize, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S.

bankruptcy laws.

As of July 31, 2022, based on the factors described

above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12

months following the issuance of these financial statements.

4 – RESTRUCTURING

July 13, 2022, the Company entered into (a) a binding letter of intent with Skycrest Holdings, LLC (“Skycrest”) and Greyt

Ventures LLC (“Greyt,” and together with Skycrest, the “Skycrest/Greyt Group”) to invest $ 2,000,000 in the Company

through the purchase of 100,000,000 shares of the Company’s common stock (“Shares”) at a price of $ 0.02 per Share;

and (b) effective July 16, 2022, a second binding letter of intent with Beyond 100 FZE, a Dubai company (“Beyond 100,” and

together with the Skycrest/Greyt Group, the “Investors”) to invest $ 2,000,000 in the Company through the purchase of 100,000,000

Shares at a price of $ 0.02 per Share.

to the binding letters of intent (the “LOIs”), the Company agreed to (a) make certain corporate governance changes as more

fully described therein, including allowing the Investors to appoint new independent directors who will comprise a majority of the members

of the Board;

(b) enter into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,”

and collectively, the “Consulting Agreements”), pursuant to which (i) Skycrest and Greyt will provide certain advisory services

to the Company as more fully set forth in the LOIs;

and (ii) Skycrest and Greyt shall each be compensated for their services by the Company

issuing to each of them ten year-warrants to purchase 150,000,000 Shares at an exercise price of $ 0.02 per Share (the “Warrants”),

which Warrants will be exercisable on a “cashless” basis;

stepping down as Chief Executive Officer;

and (d) make modifications to management compensation, all as more fully set forth in the LOIs.

Contemporaneously

with entering into the respective LOIs, the Skycrest/Greyt Group and Beyond 100 each advanced Organicell $400,000 and $300,000, respectively

(a total of $700,000) as good faith deposits against the $2,000,000 (a total of $4,000,000) purchase price for the Shares.

August 19, 2022 (“Closing”), the Company entered into stock purchase agreements (each, an “SPA” and collectively,

the “SPAs”) with Skycrest Holdings, LLC (“Skycrest”), Greyt Ventures LLC (“Greyt”), Beyond 100 FZE

(“Beyond 100”) and Smart Co.

(“Smart Co,” and together with Skycrest, Greyt and Beyond 100,

individually, an “Investor” and collectively, the “Investors”).

to the SPAs, the Company issued each Investor 50,000,000 shares of the Company’s common stock (“Shares”) at a price

of $0.02 per Share ($1,000,000).

In addition, under the SPAs with Skycrest and Greyt, the Company issued each of them 50 shares of newly

designated Series C Non-Convertible Preferred Stock (the “Series C Preferred Shares”).

The Series C Preferred Shares vote

together with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by

law and entitle Skycrest and Greyt to each exercise 25.5% of the total voting power of the Company.

SPAs with Skycrest and Greyt, also grant them the right, acting jointly, to designate a majority of the nominees to be elected to the

Company’s board of directors at each annual meeting of the Company’s stockholders (the “Designation Right”).

The Designation Right expires at such time as the Series C Preferred Shares are no longer outstanding.

a result of the issuance to Skycrest and Grey of the Series C Preferred Stock and the granting to them of the Designation Right, a “Change

in Control” of the Company is deemed to have occurred.

SPA with Beyond 100 grants that Investor a right of first refusal for a period of 18 months from Closing with respect to any bona fide

offer, or proposal received by the Company from or agreement in principal reached by the Company with a third party to enter into an

exclusive arrangement providing for manufacturing, distributing, licensing, and commercializing any of its existing and/or future products

and services to be manufactured, licensed and/or distributed by the Company or any of its subsidiaries in India.

SPAs also accord the Investors registration rights under the Securities Act of 1933, as amended (the “Securities Act”), pursuant

to which the Company has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission

(the “SEC”) within 180 days of Closing and use its commercially reasonable efforts to cause such registration statement to

be declared effective by the SEC within 60 days thereafter.

The registration statement will cover the resale of the Shares pursuant to

the SPAs, and in the case of Skycrest and Greyt, the Shares issued or issuable upon exercise of the Consulting Warrants.

The SPAs also

provide the Investors “piggy-back” registration rights with respect to their respective Shares.

Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,”

and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services

to the Company as more fully set forth therein;

and (b) Skycrest and Greyt are being compensated for their services by the Company issuing

to each of them at closing ten (10) year-warrants to purchase 150,000,000 Shares at an exercise price of $ 0.02 per Share (the “Consulting

Agreement Warrants”), which Warrants are exercisable on a “cashless” basis.

5 – INVENTORIES

As of January 31, 2023, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements.

NOTE 4 – INVENTORIES

Schedule of Inventories

materials and supplies

6 – PROPERTY AND EQUIPMENT

Raw materials and supplies

Finished goods

Total inventories

NOTE 5 – PROPERTY AND EQUIPMENT

Schedule of Property and Equipment

lease equipment

Manufacturing

Computer equipment

Finance lease equipment

Manufacturing equipment

Leasehold improvements

accumulated depreciation and amortization

property and equipment, net

expense totaled $ 21,812 and $ 13,125 for the three months ended July 31, 2022 and 2021, respectively.

Depreciation expense totaled $ 54,587

and $ 37,981 for the nine months ended July 31, 2022 and 2021, respectively.

described in Note 7, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product

distribution and administrative office capacity at its Basalt Lab Lease location.

The Basalt Lab Lease location became operational during

May 2022 and amortization of these costs began during May 2022.

Amortization expense totaled $ 15,124 for the three months and nine months

ended July 31, 2022.

7 – LEASE OBLIGATIONS

Lease Obligations:

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

Under the terms of the lease

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

Under the Lease Agreement,

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

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

a finance lease obligation.

Total property and equipment, net

Depreciation expense totaled $ 29,143 and $ 14,170 for the three months ended January 31, 2023 and 2022, respectively.

As described in Note 6, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab Lease location.

The Basalt Lab Lease location became operational during May 2022 and amortization of these costs began during May 2022.

Amortization expense totaled $ 126,657 and $ 0 for the three months ended January 31, 2023 and 2022, respectively.

NOTE 6 – LEASE OBLIGATIONS

Finance Lease Obligations:

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

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

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

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

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

The leased equipment are being depreciated

over their estimated useful lives of 15 years.

October 2021, the Company entered into a second lease agreement in the amount of $ 304,873 for certain lab equipment that is being installed

at the Basalt lab location.

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

plus applicable sales taxes.

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

During October 2021, the Company entered into a second lease agreement in the amount of $ 304,873 for certain lab equipment that is being installed at the Basalt lab location.

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

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

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

The annual interest rate charged in connection with

the lease is 3.0 %.

Lease payments and depreciation of the leased equipment began during May 2022, the date that the Basalt lab buildout

was completed (see below) and the facility became operational.

The leased equipment are being depreciated over their estimated useful

lives of 15 years.

Lease Obligations:

Administrative

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

During July 2020, the Company entered into an extension of the operating lease agreement.

The lease term is for an additional

36 months beginning July 1, 2020 and expiring June 30, 2023, with a monthly rental rate of $ 3,500 .

On July 1, 2020, in connection with

the adoption of ASC 842, the Company recorded a ROU asset and corresponding operating lease obligation of $ 117,659 (present value of

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

amortization expense for the three months ended July 31, 2022 and 2021 was $ 10,001 and $ 9,562 respectively.

Lease amortization expense

for the nine months ended July 31, 2022 and 2021 was $ 29,670 and $ 28,367 , respectively.

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

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

Under the terms of the lease, the Company is required to make monthly rental payments of $ 6,500 and was required to provide a security

deposit of $ 11,000 upon execution of the lease agreement.

connection with the Closing, both of the lease agreements with Mariluna LLC were terminated and the remaining ROU asset and security

deposit were written off (see Note 12).

August 30, 2022, the Company entered into a one-year lease agreement for office space in Los Angeles, California commencing September

1, 2022 and ending August 31, 2023.

The Company was required to make a one-time prepayment of the annual rent in the amount of $ 160,000

and provide a security deposit of $ 10,000 upon execution of the lease agreement.

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

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

Lease payments and depreciation of the leased equipment began during May 2022, the date that the Basalt lab buildout was completed (see below) and the facility became operational.

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

Operating Lease Obligations:

On August 30, 2022, the Company entered into a one-year lease agreement (“LA Office Lease”) for office space in Los Angeles, California commencing September 1, 2022 and ending August 31, 2023.

The Company was required to make a one-time prepayment of the annual rent in the amount of $ 160,000 and provide a security deposit of $ 10,000 upon execution of the lease agreement.

The lease is non-renewable.

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

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

450 square foot laboratory and a 100 square foot administrative office space.

In connection with the Miami Lab Lease, the Company was

required to post a security deposit of $ 6,332 .

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

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

The Company also has

entered into additional month to month lease agreements in the same facility as the Miami Lab Lease for additional administrative office

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

During June 2022, the Company entered into

a six-month lease agreement with the new owners of the Miami Lab Lease facilities effective July 1, 2022 (“New Miami Lab Lease”).

The New Miami Lab Lease may be renewed on a month-to-month basis upon expiration of the initial term.

Monthly lease payments are approximately

$ 9,500 per month plus administrative fees and taxes.

March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado

(the “Basalt Lab Lease”).

The Company intends to build additional laboratory processing, product distribution and administrative

office capacity from this location.

The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year

term provided the Company is not in default (“First Renewal Option”).

Rental expense is $ 6,800 per month and provides for

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

In connection with the Basalt Lab Lease, the

Company was required to post a security deposit of $ 13,600 .

The Company completed the construction of the initial laboratory and office

build-out at a cost of $ 925,932 .

Laboratory Facilities:

Effective July 1, 2022, the Company entered into a six-month lease agreement for an approximately 450 square foot laboratory and additional administrative office space effective July 1, 2022 (“New Miami Lab Lease”).

Monthly lease payments are approximately $ 9,500 per month plus administrative fees and taxes.

The New Miami Lab Lease was not renewed and expired on December 31, 2022.

The Company security deposit of $ 6,332 was returned upon expiration of the New Miami Lab Lease.

Effective October 10, 2022, the Company relocated its Miami laboratory to a 1,156 square foot administrative and laboratory facility at the Nova Southeastern University Center for Collaborative Research in Davie, Florida.

This space is occupied pursuant to one year license agreement (“University Lease”) for an annual base license fee of $ 20,230 .

During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”).

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

The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default (“First Renewal Option”).

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

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

The Company completed the construction of the initial laboratory and office build-out at a cost of $ 925,932 .

The Basalt Lab Lease location became operational during May 2022.

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

of $ 235,313 (present value of the associated leased payments based on an assumed borrowing rate of 4.5 %).

amortization expense for the three months and nine months ended July 31, 2022 was $1 9,397 and $ 56,735 , respectively.

8 – RELATED PARTY TRANSACTIONS

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

The term of the lease expires in June 2023.

Monthly rent is $ 3,500 .

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

rent expense for the three months ended July 31, 2022 and 2021 was $ 10,500 .

Total rent expense for the nine months ended July 31, 2022

and 2021 was $ 31,500 .

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

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

Under the terms of the lease, the Company is required to make monthly rental payments of $ 6,500 and was required to provide a security

deposit of $ 11,000 upon execution of the lease agreement.

Total rent expense for the three months ended July 31, 2022 and 2021 was $ 19,500 .

Total rent expense for the nine months ended July 31, 2022 and 2021 was $ 58,500 .

In connection with the Closing, both of the lease agreements

with Mariluna LLC were terminated (see Note 13).

connection with Mr.

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

(“Rover”), a company owned and controlled by Mr.

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

and direct administrative fees, etc.) totaling $ 11,737 and $ 7,453 for the three months ended July 31, 2022 and 2021, respectively, and

$ 28,818 and $ 23,177 for the nine months ended July 31, 2022 and 2021, respectively.

In connection with the Closing, beginning November

2022, the Company will no longer reimburse for office expenses and other direct expenses of Rover (see Note 13).

the three months and nine months ended July 31, 2022, the Company sold a total of approximately $ 218,800 and $ 501,600 , respectively,

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

supplies for several medical practices, including approximately $ 76,800 and $ 152,600 of products purchased from the Company for the three

months and nine months ended July 31, 2022, respectively, 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 has an indirect economic interest in the

parent company that owns the MSO.

For the three months and nine months ended July 31, 2022, the total amount of sales of products to

customers related to Mr.

Michael Carbonara, a member of the board of directors of the Company, totaled $ 16,300 and $ 26,600 , respectively.

For the three months and nine months ended July 31, 2022, the total amount of sales of products to customers related to Dr.

Allen Meglin,

a member of the board of directors of the Company, totaled approximately $ 13,200 and $ 20,800 respectively.

July 31, 2022, salary amounts owed to Albert Mitrani, Dr.

Mari Mitrani and Ian Bothwell were $ 418,519 , $ 585,955 , and $ 1,104,419 , respectively

and consulting fees owed to Dr.

George Shapiro were $ 135,000 .

In connection with the Closing during August 2022, the Executives agreed

to modifications to their compensation arrangements (see Note 13).

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

The proceeds were used for working capital.

9 – NOTES PAYABLE

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

investor (“Lender”).

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

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

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

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

Interest on the $150,000 Debentures for each calendar

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

prior calendar quarter.

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

At July 31, 2022, the principal balance of the $150,000

Debentures outstanding was $ 122,053 and accrued and unpaid interest was $ 0 .

August 20, 2022, the Lender and the Company entered into a settlement and general release agreement whereby the Company agreed to make

a lump sum payment of $ 87,500 in full satisfaction of all obligations of Company to Lender pursuant to the terms of the $150,000 Debentures

and Lender’s release of any claims existing under the $150,000 Debentures or any other agreement, understanding, or otherwise related

to the Lender’s involvement with the Company and their affiliates and representatives.

Promissory Note For Professional Fees Owed

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

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

In connection with the agreement, the Company issued the

professional firm a promissory note in the amount of $ 256,000 of which the Company was required to make a cash payment of $ 166,000 by

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

If the Company makes all payments as required under

the promissory note, then the Company will receive a discount of $ 22,340 , representing the remaining balance of the Professional Fees

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

The balance outstanding at July

31, 2022 is $ 45,000 .

On August 25, 2022, the Company paid off the entire remaining amount due under the promissory note.

Promissory Note

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

The outstanding

principal was due March 8, 2019 .

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

The third party subsequently agreed to apply

amounts due for invoices due from third party for future purchases of the Company products to the extent of the outstanding balances

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

As of July 31, 2022 and October 31, 2021, the remaining amount

due under this arrangement was $ 0 and $ 4,392 , respectively.

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

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

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

In connection with the sale

of the Promissory Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $ 12,500 and brokerage fees

of $ 9,000 to J.H.

Darbie & Co., a registered broker-dealer which were expensed during the nine months ended July 31, 2022.

payment of the legal fees and brokerage fees, the net proceeds to the Company were $ 518,500 , which were used for working capital and

other general corporate purposes.

Promissory Note matures on July 11, 2022, subject to extension at the option of the Company for up to an additional six month period

(“Extension”), bears interest at a rate of 10 % per annum for the first six months, payable monthly, and 12% per annum thereafter,

payable monthly, if extended.

On July 11, 2022, the Company exercised its option to extend the Promissory Note an additional six months

until January 11, 2023.

the terms of the Promissory Note, only following an event of default (as defined in the Promissory Note), is convertible into shares

of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined) of the

common stock during (i) the twenty (20) trading day period preceding the issuance date of the Note;

or (ii) the twenty (20) trading day

period preceding the date of conversion of the Promissory Note.

As used in the Promissory Note, “VWAP” means, for any date,

the price of our common stock as determined by the first of the following clauses that applies:

(i) if the common stock is then listed

or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common

stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.;

the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained

by OTC Market Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date

on the applicable OTC Markets Group, Inc.

In connection with the execution of the Basalt Lab Lease, the Company recorded a ROU asset and corresponding operating lease obligation of $ 235,313 (present value of the associated leased payments based on an assumed borrowing rate of 4.5 %).

Lease amortization expense for the three months ended January 31, 2023 and 2022 was $ 19,838 and $ 18,361 , respectively.

NOTE 7 – RELATED PARTY TRANSACTIONS

For the three months ended January 31, 2023 and 2022, the Company sold a total of approximately $ 25,230 and $ 79,700 , respectively, of product to a management services organization (“MSO”) that provides administrative services and contracts for medical supplies for several medical practices, including $25,230 and $22,740, respectively, 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.

NOTE 8 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Schedule of account payable and accrued expenses

Accrued payroll related liabilities

Lab equipment and supplies payables

Clinical trial payables

Legal fees payables

Other professional fees payables

Accrued IRS penalty

Accrued commissions payable

Construction payables

Other payables and accrued expenses

Accounts Payable and Accrued Expenses

NOTE 9 – NOTES PAYABLE

Promissory Note – SPA 22

On January 11, 2022, the Company entered into a Securities Purchase Agreement (“SPA 22”) with AJB Capital Investments, LLC (“Purchaser”) pursuant to which we sold a promissory note in the principal amount of $ 600,000 (“Promissory Note”) to the Purchaser in a private transaction for a purchase price of $540,000 (giving effect to original issue discount of $ 60,000 ).

The Promissory Note matured on January 11, 2023 and the Promissory Note was paid in full.

Pursuant to the terms of the SPA 22, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 (“Initial Commitment Fee”) in the form of 3,076,923 shares of the Company’s common stock (“Initial Commitment Fee Shares”) valued at $ 0.04 , the closing price of the common stock of the Company on the closing date.

In addition, in connection with the Extension, the Company paid an additional commitment fee to the Purchaser in the amount of $ 33,231 in the form of an additional 1,538,462 shares of its common stock (“Additional Commitment Fee Shares,” and together with the Initial Commitment Fee Shares, collectively, “Commitment Fee Shares”) valued at $ 0.0216 , the closing price of the common stock of the Company on the Extension date.

In the event that by the earlier of the first anniversary of repayment of the Promissory Note by the Company or the date that the Purchaser has sold all of the Commitment Fee Shares (“True-Up Date”), the Purchaser has not generated the amount of $ 300,000 from public sales of the Commitment Fee Shares, the Company shall either pay the amount of any such shortfall either (i) by issuing additional shares of our common stock at a price equal to the VWAP for the common stock during the five (5) trading day period prior to the True-up Date (“Conversion Price”);

or (ii) in cash, in which case, the Company shall repurchase any unsold Commitment Fee Shares then held by the Purchaser for such shortfall amount (“Commitment Fee Shortfall Obligation”).

Upon the closing, the Company recorded a discount of the Promissory Note in the amount of $ 260,000 , consisting of the original issue discount of $ 60,000 , the fair value of the Initial Commitment Fee Shares of $ 123,000 and the Commitment Fee Shortfall Obligation of $ 77,000 .

These costs were fully amortized over the initial term of the Promissory Note from January 11, 2022 to July 11, 2022.

In connection with the extension of the Promissory Note from July 12, 2022 to January 11, 2023, the Company recorded a discount of the Promissory Note in the amount of $ 100,000 , consisting of the fair value of the Additional Commitment Fee Shares of $33,231 and the Additional Commitment Fee Shortfall Obligation of $ 66,769 .

These costs were amortized over the term of the Extension.

For the three months ended January 31, 2023 and 2022, $ 36,889 and $ 31,778 , respectively, of the total discounts recorded in connection with the issuance of the Promissory Note have been amortized.

At January 31, 2023 and 2022, the fair value of the Commitment Fee Shares was approximately $223,846 (valued at $0.0165 the closing price of the common stock of the Company on January 31, 2023) and approximately $111,000 (valued at $0.036 the closing price of the common stock of the Company on January 31, 2022), respectively.

As a result, the Company has recorded an increase in the Commitment Fee Shortfall Obligation in the amount of $ 49,385 49,384 and $ 12,000 for the three months ended January 31, 2023 and 2022, respectively.

The total Commitment Fee Shortfall Obligation at January 31, 2023 and 2022 was $ 223,847 223,846 and $ 89,000 , respectively.

On February 10, 2023, the Company received a notice from the Purchaser that it had sold all of the Commitment Fee Shares and that the Commitment Fee Shortfall Obligation of $ 187,519 was due (a reduction of $ 36,327 from the Commitment Fee Shortfall Obligation recorded as of January 31, 2023).

The Company elected to satisfy the obligation through the issuance of 11,719,925 shares of common stock based on a Conversion Price as defined in the SPA 22 of $ 0.016 per share.

Promissory Note – SPA 23

On March 6, 2023, the Company entered into another Securities Purchase Agreement (“SPA 23”) with the Purchaser, pursuant to which we sold a promissory note in the principal amount of $ 530,000 (“Note”) to the Purchaser in a private transaction to for a purchase price of $519,400 (giving effect to original issue discount of $ 10,600 ).

In connection with the sale of the Note, the Company also paid the Purchaser’s legal fees and due diligence costs of $ 15,000 , resulting in net proceeds to the Company of $ 504,400 , which will be used for working capital and other general corporate purposes.

The Note matures on September 6, 2023, bears interest at the rate of 12 % per annum and only following an event of default (as defined in the Note), is convertible into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined) of the common stock during (i) the ten (10) trading day period preceding the issuance date of the Note;

or (ii) the ten (10) trading day period preceding the date of conversion of the Note (the “Conversion Shares”).

As used in the Note, “VWAP” means, for any date, the price of our common stock as determined by the first of the following clauses that applies:

(i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.;

or (ii) if the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Markets Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc.

tier or as quoted by such securities dealer.

In accordance with the terms of the SPA, as of

January 11, 2022, the Company has reserved 36,923,080 shares of its authorized but unissued common stock for issuance in the event the

Purchaser exercises its right to convert the Promissory Note following an event of default.

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

The Promissory Note also contains covenants, events of defaults,

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

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

in the form of 3,076,923 shares of the Company’s common stock (the “Initial Commitment Fee Shares”) valued at $ 0.04 ,

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

In addition, in connection with the Extension, the Company

paid an additional commitment fee to the Purchaser in the amount of $ 33,231 in the form of an additional 1,538,462 shares of its common

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

Fee Shares”) valued at $ 0.0216 , the closing price of the common stock of the Company on the Extension date.

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

of $ 300,000 from public sales of the Commitment Fee Shares, the Company shall either pay the amount of any such shortfall either (i)

by issuing additional shares of our common stock at a price equal to the VWAP for the common stock during the five (5) trading day period

prior to such anniversary date;

or (ii) in cash, in which case, the Company shall repurchase any unsold Commitment Fee Shares then held

by the Purchaser for such shortfall amount (“Commitment Fee Shortfall Obligation”).

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

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

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

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

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

costs were fully amortized over the initial term of the Promissory Note.

In connection with the Extension, the Company recorded a discount

of the Promissory Note in the amount of $ 100,000 , consisting of the fair value of the Additional Commitment Fee Shares of $ 33,231 and

the Additional Commitment Fee Shortfall Obligation of $ 66,769 .

These costs are being amortized over the term of the Extension.

the three months and nine months ended July 31, 2022, $ 110,222 and $ 272,000 , respectively, of the total discounts recorded in connection

with the issuance of the Promissory Note have been amortized.

July 31, 2022, the fair value of the Commitment Fee Shares was approximately $ 138,461 (valued at $0.03 the closing price of the common

stock of the Company on July 29, 2022).

As a result, the Company has recorded a reduction in the Commitment Fee Shortfall Obligation

in the amount of $ 42,770 for the three months ended July 31, 2022 and an additional Commitment Fee Shortfall Obligation in the amount

of $17,769 for the nine months ended July 31, 2022.

The total Commitment Fee Shortfall Obligation at July 31, 2022 was $ 161,539 .

10 – IRS PENALTIES

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

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

The Company’s income tax

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

In connection with the Delinquent Filed

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

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

that were included as part of the Delinquent Filed Returns.

In connection with the notices, the IRS indicated its intent to levy property

of the Company if the IRS penalties were not paid as required.

During January 2018, the Company requested from the IRS an abatement of

the IRS penalties based on reasonable cause.

During April 2018, the IRS notified the Company that the IRS penalties for the tax year

ended 2011 of $ 20,000 , plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 –

2015 were denied.

The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years

2012-2015 in its consideration of abatement and filed a “Request for Collection Due Process Equivalent Hearing” (“Request”)

in September 2021.

In accordance with the terms of the SPA 23, as of March 6, 2023, the Company has reserved 120,000,000 shares of its authorized but unissued common stock for issuance in the event the Purchaser exercises its right to convert the Note following an event of default.

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

The Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature.

Pursuant to the terms of the SPA 23, the Company paid a commitment fee to the Purchaser in the amount of $ 300,000 (“Commitment Fee”) in the form of 15,000,000 shares of the Company’s common stock (“Commitment Fee Shares”) and issued the Purchaser a Warrant exercisable for a five-year period to purchase up to 10,000,000 shares of our common stock at a price of $ 0.06 per share (“Warrant Shares”).

Pursuant to the terms of the SPA 23, the Company granted certain piggyback registration rights under the Securities Act of 1933, as amended, with respect to the Conversion Shares, the Warrant Shares and the Commitment Fee Shares.

NOTE 10 – IRS PENALTIES

The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”).

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

In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $ 90,000 of penalties, plus interest (“IRS Penalties”), in connection with the late filing of certain information returns that were included as part of the Delinquent Filed Returns.

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

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

During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of $ 20,000 , plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 – 2015 were denied.

The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years 2012-2015 in its consideration of abatement and filed a “Request for Collection Due Process Equivalent Hearing” (“Request”) in September 2021.

A hearing was held on June 28, 2022 and the Company is awaiting the IRS’ determination.

During the period that

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

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

In connection with the notices, the Company has accrued $ 83,684

and $ 83,684 of accrued tax penalties and interest on the balance sheet as of July 31, 2022 and October 31, 2021, respectively.

11 – CAPITAL STOCK

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

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

The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law

and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations

and terms of the shares of any series of preferred stock.

August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting

of 100 shares, $ 0.001 par value, of authorized but unissued preferred stock of the Company (“Series C Preferred Shares”).

Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders,

except as required by law.

The Series C Preferred Shares are not convertible into common stock, do not have any dividend rights and do

have a nominal liquidation preference.

The Series C Preferred Shares also have certain protective provisions, such as requiring the vote

of a majority of Series C Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions.

of July 31, 2022, there were no designations of Preferred Stock authorized or outstanding.

connection with the Closing (see Note 4), on August 19, 2022, the Company issued each of Skycrest and Greyt, 50 shares of the Series

C Preferred Shares.

The Series C Preferred Shares are automatically redeemed by the Company for nominal consideration at such time as

the holder owns less than 50% of the Shares purchased pursuant to its SPA and Shares issued or issuable upon exercise of the Consulting

Warrants or in the event the holder transfers or seeks to transfer the Series C Preferred Shares, other than by the laws of descent and

distribution.

of Common Stock - Sales:

November 2021, the Company sold an aggregate of 8,000,000 shares of common stock to one “accredited investor” at $ 0.05 per

share for an aggregate purchase price of $ 400,000 .

The proceeds were used for working capital.

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

for an aggregate purchase price of $ 20,000 .

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

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

February 2022, the Company sold an aggregate of 8,333,333 shares of common stock to one “accredited investor” at $ 0.03 per

share for an aggregate purchase price of $ 250,000 .

The proceeds were used for working capital.

August 2022, in connection with the Closing, the Company sold an aggregate of 200,000,000 shares of common stock to several “accredited

investors” at $ 0.02 per share for an aggregate purchase price of $ 4,000,000 .

The proceeds are being used for working capital.

August 2022 and September 2022, the Company sold an aggregate of 62,500,000 shares of common stock to three “accredited investors”

at $ 0.04 per share for an aggregate purchase price of $ 2,500,000 .

The proceeds are being used for working capital.

of Common Stock – Stock-Based Compensation:

December 27, 2021, the Company and an employee agreed to an amendment of the employee’s employment agreement.

Under the terms of

the amendment, the employee agreed to extend the term of the agreement through December 31, 2024 and the Company agreed to increase the

employee’s annual salary from $ 180,000 per year to $ 210,000 per year effective January 1, 2022.

In connection with the amendment,

the Company agreed to grant the employee 1,000,000 shares of common stock of the Company to vest quarterly over the remaining term of

the agreement (valued at $ .029 per share, the closing price of the common stock of the Company on the grant date).

The total value of

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

Company recorded $ 7,250 and $ 15,708 of stock-based compensation during the three and nine months ended July 31, 2022, respectively, in

connection with these shares.

connection with the VP Agreements, during the nine months ended July 31, 2022, the Company issued each of the Sales Executive an additional

450,000 Performance Shares (total 900,000 shares) valued at $31,500, based on the closing price of the common stock of the Company on

the grant date of $ 0.035 per share.

On June 30, 2022, the VP Agreements were terminated (see note 12).

The Company has amortized the

value of the stock-based compensation of $31,500 up through the date of termination.

The Company has recorded a total of $ 5,250 and $ 15,750

of stock-based compensation expense during the three and nine months ended July 31, 2022, respectively, in connection with these shares.

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

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

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

terms upon mutual agreement.

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

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

The Company also agreed to provide the consultant

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

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

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

The Company will amortize

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

The Company amortized $ 58,154 and $ 87,231 of stock-based

compensation expense during the three and nine months ended July 31, 2022, respectively.

June 9, 2022, the Company entered into a consulting agreement with a company affiliated with Mr.

Sinnreich in connection with past and

future consulting and advisory services to be provided to the Company.

In connection with the consulting agreement, for the months of

June 2022 and July 2022, the Company issued the consultant 1,700,000 shares and 2,000,000 shares of unregistered common stock valued

at $ 0.019 per share and $ 0.0135 per share, the closing price of the common stock of the Company on June 9, 2022 and July 1, 2022, respectively.

All of the shares granted vested immediately on the date of grant.

The Company recorded $ 59,300 of stock-based compensation expense based

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

July 21, 2022, in connection with the Term Sheet, Mr.

Sinnreich was issued 10,000,000 shares of restricted common stock that vested immediately

upon issuance.

The shares issued were valued at $ 0.0343 per share, the closing price of the common stock of the Company on the effective

date of the Term Sheet, totaling $343,000.

The Company recorded $ 343,000 of stock-based compensation expense during the three and nine

months ended July 31, 2022.

July 21, 2022, in connection with the Term Sheet, 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 upon execution of the Term Sheet, which shall vest pro-rata in equal

monthly installments of 2,000,000 shares each.

The shares issued were valued at $0.0343 per share, the closing price of the common stock

of the Company on the effective date of the Term Sheet, totaling $823,200.

The Company will amortize the costs associated with the issuance

over the first year of the Initial Term.

The Company recorded $ 22,553 of stock-based compensation expense during the three and nine months

ended July 31, 2022.

August 18, 2022, the Company entered into a consulting agreement with a third party to provide strategic marketing and digital marketing

services for a minimum period of six months.

As consideration for agreeing to provide consulting services to the Company, the Company

will pay the consultant $15,000 per month and issued the consultant 2,500,000 shares of unregistered common stock valued at $0.0241 per

share, the closing price of the common stock of the Company on the effective date of the agreement.

All of the shares granted vested

immediately on the date of issuance.

The Company will record $ 60,250 of stock-based compensation expense based on the grant date fair

value of these shares during the three months ended October 31, 2022.

The consulting agreement may be renewed for additional six month

periods under the same terms unless either party provides 30 days written notice to terminate.

Line of Credit Commitment:

November 2021, the Company entered into an term sheet agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”)

whereby Tysadco agreed to provide the Company with a $ 10,000,000 equity line of credit facility (“ELOC”), subject to many

conditions including the Company determining to proceed with the ELOC, approval and execution of definitive agreements for the ELOC and

the Company subsequently filing a registration statement covering the underlying shares to be sold under the ELOC.

The Company was not

obligated to proceed with the ELOC or file a registration statement for the ELOC.

In connection with the above, Tysadco agreed to purchase

7,000,000 restricted common shares of the Company priced at $ 0.05 per share ($350,000) upon such time that the Company initially files

the registration statement for the ELOC.

In connection with the above, the Company agreed to pay a commitment fee to the investor in

the amount of 3,000,000 shares of common stock of the Company fully vested (valued at $ 0.067 per share, the closing price of the common

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

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

date fair value of these shares during the nine months ended July 31, 2022.

September 1, 2022, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tysadco and

a Registration Rights Agreement (the “Registration Rights Agreement”) with Tysadco.

to the Purchase Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of

the Company’s common stock (the “Commitment”), over a period of 24 months from the effectiveness of the registration

statement registering the resale of shares purchased by Tysadco pursuant to the Purchase Agreement (the “Registration Statement”).

Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business

day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct Tysadco

to buy the lesser of $1,000,000 in common stock per sale or 500% of the daily average share value traded for the 10 days prior to the

closing request date, at a purchase price of 80% of the of the two lowest individual daily VWAPs during the ten (10) trading days preceding

the draw down or put notice (“Valuation Period”), with a minimum request of $25,000.

The payment for the shares covered by

each request notice will occur on the business day immediately following the Valuation Period.

addition, Tysadco will not be obligated to purchase shares if Tysadco’s total number of shares beneficially held at that time would

exceed 9.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities

Exchange Act of 1934, as amended.

In addition, the Company is not permitted to draw on the Purchase Agreement unless the Registration

Statement covering the resale of the shares is effective.

Purchase Agreement also contains customary representations and warranties of each of the parties.

The assertions embodied in those representations

and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties

in connection with negotiating the terms of the Purchase Agreement.

The Purchase Agreement further provides that the Company and Tysadco

are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a

result of any breach by the other party of any provisions of the Purchase Agreement or Registration Rights Agreement.

The Company has

the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement.

to the terms of the Registration Rights Agreement, the Company is obligated to use its commercially reasonable efforts to file a registration

statement with the Securities and Exchange Commission within thirty (30) days after the date of such agreement, to register the resale

by Tysadco of the shares of common stock issuable under the Purchase Agreement.

Issued - Promissory Note:

described in Note 9, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s

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

In addition, in connection with the Extension on July 11, 2022, the Company issued the

Purchaser an additional 1,538,462 commitment shares valued at $33,231.

Issued – Amendment of consulting agreement:

August 19, 2022 the Company and a consultant (“Consultant”) agreed to an amendment to the consulting agreement whereby the

Consultant was issued 5,000,000 shares of common stock of the Company and received a $ 20,000 cash payment in exchange for satisfaction

of approximately $200,000 in outstanding consulting fees due to the Consultant up through August 31, 2022.

The parties also agreed to

the reduction of future fees payable to the Consultant from $40,000 per month to $15,000 per month for the period September 2022 through

shares issued were valued at $0.0235 per share, the closing price of the common stock of the Company on the effective date of the settlement,

totaling $117,500.

Issued – Settlement of Litigation:

described in Note 13, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 in cash and 2,000,000 shares

of restricted common stock of the Company.

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

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

and Consultants Performance Stock Plan

April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing

for the grant to current senior executive members of management and third-party consultants shares of common stock of the Company (“Shares”)

based on the achievement of certain defined operational performance milestones (“Milestones”).

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

members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while

employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially

all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds

to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below:

Schedule of minimum pre-transaction price per share

Pre-Transaction Price Per Share

Valuation (a)

Executive Bonus Shares

Non-executive Board Bonus Shares

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

each executive consisting of Albert Mitrani, Dr.

Mari Mitrani, Ian Bothwell, and Dr.

George Shapiro

each non-executive Board member consisting of Dr.

Allen Meglin and Michael Carbonara

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

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

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

based on the amounts indicated below:

Schedule of debt and/or equity financings

Aggregate Funding Amount

September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and

15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr.

Mitrani and Ian Bothwell upon

such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for

30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company.

addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous

IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares

to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September

In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for

each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than

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

February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase

II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the

first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled.

In addition, the CMO’s portion

of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time

that the CMO becomes a full-time employee of the Company.

to the MCPP, a total of 342,500,000 shares have been issued and as described above, additional shares are authorized to be issued under

the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones

are achieved while the individual is employed and/or serving as a member of the Board:

Schedule of management and consultants performance stock plan

MCPP Remaining

Albert Mitrani

Maria Mitrani

George Shapiro

Michael Carbonara

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.

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

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.

Equity Instruments :

summary of unvested equity instruments outstanding for the nine months ended July 31, 2022 and 2021 are presented below:

of Non vested Share Activity

at October 31, 2021

Shares Granted

( 3,601,979 )

During the period that the Request is being reviewed and processed by the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties that are still outstanding.

In connection with the notices, the Company has accrued $ 83,684 and $ 83,684 of accrued tax penalties and interest on the balance sheet as of January 31, 2023 and October 31, 2022, respectively.

NOTE 11 – CAPITAL STOCK

Issuances of Common Stock – Stock-Based Compensation:

On December 1, 2022, the Company granted 150,000 shares of common stock to an employee as provided for in the employment agreement valued at $ 0.03 per share, the closing price of the common stock of the Company on the grant date.

The Company recorded $ 4,500 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2023.

On December 29, 2022, the Company agreed to issue 5,000,000 shares of common stock to a service provider in exchange for the provider providing discounts of 10% on all services provided retroactive to August 2022.

The common stock granted was valued at $ 100,000 based on the closing price of the common stock of the Company on the date of the agreement of $ 0.02 per share.

The Company recorded $ 100,000 of stock-based compensation expense based on the grant date fair value of these shares during the three months ended January 31, 2023.

Equity Line of Credit Commitment:

During November 2021, the Company entered into an term sheet agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”) whereby Tysadco agreed to provide the Company with a $ 10,000,000 equity line of credit facility (“ELOC”), subject to many conditions including the Company determining to proceed with the ELOC, approval and execution of definitive agreements for the ELOC and the Company subsequently filing a registration statement covering the underlying shares to be sold under the ELOC.

The Company was not obligated to proceed with the ELOC or file a registration statement for the ELOC.

On September 1, 2022, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tysadco and a Registration Rights Agreement (the “Registration Rights Agreement”) with Tysadco.

Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock (the “Commitment”), over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by Tysadco pursuant to the Purchase Agreement (the “Registration Statement”).

Pursuant to the terms of the Registration Rights Agreement, the Company was obligated to use its commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission within thirty (30) days after the date of such agreement, to register the resale by Tysadco of the shares of common stock issuable under the Purchase Agreement.

On September 2, 2022, the Company filed the required registration statement and on October 24, 2022, the Registration Statement was declared effective.

The Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $1,000,000 in common stock per sale or 500% of the daily average share value traded for the 10 days prior to the closing request date, at a purchase price of 80% of the of the two lowest individual daily VWAPs during the ten (10) trading days preceding the draw down or put notice (“Valuation Period”), with a minimum request of $25,000 (“Request”).

The payment for the shares covered by each request notice will occur on the business day immediately following the Valuation Period.

In addition, Tysadco will not be obligated to purchase shares if Tysadco’s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended.

In addition, the Company is not permitted to draw on the Purchase Agreement unless the Registration Statement covering the resale of the shares is effective.

The Purchase Agreement also contains customary representations and warranties of each of the parties.

The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement.

The Purchase Agreement further provides that the Company and Tysadco are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Purchase Agreement or Registration Rights Agreement.

The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement.

Pursuant to the Purchase Agreement, on December 2, 2022, the Company submitted a put request to Tysadco to purchase 4,456,326 registered shares at a purchase price of $0.02244, for a total of $100,000 (“Put Request”).

On December 5, 2022, Tysadco funded the Put Request and the Company issued 4,456,326 shares to Tysadco.

The proceeds from the share sale are being used for working capital and general corporate purposes.

Shares Repurchased – Settlement of Litigation:

As described in Note 13, effective October 13, 2022, the Company settled a lawsuit by agreeing to repurchase 24,800,001 shares of common stock for $ 500,000 .

The shares repurchased were transferred to the Company on February 2.

2023 and redeposited back into the Company’s treasury of authorized and unissued shares on February 3, 2023.

Unvested Equity Instruments :

A summary of unvested equity instruments outstanding for the three months ended January 31, 2023 and 2022 are presented below:

Schedule of Nonvested Share Activity

Nonvested Shares

Outstanding at October 31, 2022

Non-Vested Shares Granted

Expired/Forfeited

at July 31, 2022

at October 31, 2020

Shares Granted

Outstanding at January 31, 2023

Nonvested Shares

Outstanding at October 31, 2021

Non-Vested Shares Granted

Expired/Forfeited

at July 31, 2021

12 – WARRANTS

summary of warrant activity for the nine months ended July 31, 2022 and 2021 are presented below:

Schedule of Summary of Warrant Activity

Outstanding at January 31, 2022

NOTE 12 – WARRANTS

A summary of warrant activity for the three months ended January 31, 2023 and 2022 are presented below:

Summary of Warrant Activity

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2022

Expired/Forfeited

Outstanding and exercisable at July 31, 2022

Outstanding at January 31, 2023

Exercisable at January 31, 2023

Weighted-average

Exercise Price

Intrinsic Value

Outstanding at October 31, 2021

Expired/Forfeited

Outstanding and exercisable at July 31, 2021

July 21, 2022, the Company issued Mr.

Sinnreich a cashless warrant to purchase an aggregate of 40,000,000 shares of common stock in connection

Sinnreich’s employment agreement.

The warrant is exercisable for $ 0.034 per share (the closing price of the Company’s

common stock on the date of grant), until the tenth anniversary date of the date of issuance.

The Company valued the warrants on the

dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions:

(1) risk free interest

rate 2.91 %, (2) term of 10 years, (3) expected stock volatility of 144 %, and (4) expected dividend rate of 0 %.

All of the warrants vested

The grant date fair value of the warrants issued was $ 1,332,000 .

The Company recorded $ 1,332,000 of stock-based compensation

expense for the three months and nine months ended July 31, 2022 based on the fair value of these warrants on the grant date (see Note

Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,”

and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services

to the Company as more fully set forth therein;

and (b) Skycrest and Greyt are being compensated for their services by the Company issuing

to each of them at closing ten (10) year-warrants to purchase 150,000,000 Shares at an exercise price of $ 0.02 per Share (the “Consulting

Agreement Warrants”), which Warrants are exercisable on a “cashless” basis.

All of the warrants vested immediately.

The Company will value the warrants on the dates of the grant using the Black-Scholes option pricing model (see Note 4).

Closing, Ian Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments outstanding as of July 31,

2022, in exchange for ten-year warrants to purchase 30,000,000 Shares at an exercise price of $ 0.02 per Share, exercisable on a “cashless

basis” and a cash payment of $50,000 at Closing.

All of the warrants vested immediately (see Note 12).

George Shapiro terminated his consulting arrangement with the Company and waived all unpaid consulting fee obligations in

exchange for ten-year warrants to purchase 3,150,000 Shares at an exercise price of $ 0.02 per Share, exercisable on a “cashless

basis.” All of the warrants vested immediately (see Note 12).

August 2022, the Company entered into five separate consulting and employment agreements providing for the issuance of ten-year warrants

to purchase an aggregate of 41,150,000 Shares at exercise prices ranging from $ 0.024 to $ 0.03 per Share, exercisable on a “cashless

The warrants vest over the term of the agreements that range for 6 months to 2 years.

The Company will value the warrants

on the dates of the grant using the Black-Scholes option pricing model and will amortize the stock-based compensation expense over the

term of the respective agreements based on the fair value of these warrants on the grant date.

13 – COMMITMENTS AND CONTINGENCIES

in Management Compensation

to the SPAs, the following changes in management compensation were implemented at Closing:

of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell entered into an amendment to their

respective employment agreements providing for (a) setting their respective base salaries

at $300,000 per annum;

Outstanding and exercisable at January 31, 2022

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Executive Employment Agreements

The 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 (the “ Executive Employment Agreements ”).

As amended, the Executive Employment Agreements provide for a term expiring on December 31, 2025 and a base annual salary of $ 300,000 and specified expense reimbursement allowances.

They also contain customary confidentiality and non-competition provisions.

Pursuant to the terms of the SPA, the Executive Employment Agreements were further amended on August 19, 2022 and February 9, 2023 as follows:

Each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell amended their respective employment agreements providing for (a) setting their respective base salaries at $ 300,000 per annum;

(b) limits on cell phone, automobile and other monthly allowances;

(b) elimination of any compensation associated with commissions, fixed bonus, increases to

base salary (based on revenue milestones), and/or tax make-whole provisions associated with

equity grants;

(b) elimination of any compensation associated with commissions, fixed bonus, increases to base salary (based on revenue milestones), and/or tax make-whole provisions associated with equity grants;

and (c) deletion of change in control provisions.

Mitrani and Dr.

Maria Ines Mitrani each waived all accrued but unpaid compensation, except

for two unpaid base salary payments outstanding as of July 31, 2022.

The Company, Albert

Mitrani and Dr.

Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC

for use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado

homes, retroactive to July 13, 2022.

The Company wrote off the related ROU asset and lease

liability as of the Closing Date.

Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments

outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 30,000,000

Shares at an exercise price of $ 0.02 per Share, exercisable on a “cashless basis”

and a cash payment of $50,000 at Closing.

In addition, each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell agreed to a reduction in each executive’s annual salary to $ 150,000 per year effective December 15, 2022 in the case of Dr.

Mari Mitrani and Albert Mitrani and November 30, 2022 in the case of Mr.

The reduction will remain in effect through such time that net revenues from operations are breakeven when calculating the salaries of all three executives without the agreed upon reductions (“Salary Reduction Period”).

There is no obligation of the Company to repay that portion of Base Salary that has been reduced during the Salary Reduction Period.

Albert Mitrani and Dr.

Maria Ines Mitrani each waived all accrued but unpaid compensation outstanding as of July 31, 2022.

The Company, Albert Mitrani and Dr.

Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC for use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado homes, retroactive to July 13, 2022.

The Company wrote off the related ROU asset and lease liability as of the Closing Date.

The balance of unpaid and accrued compensation that was forgiven by Albert Mitrani and Dr.

Maria Ines Mitrani totaling $ 430,200 and $ 563,455 (reduced for $22,500 of security deposits that were retained by Mariluna LLC upon termination of leases), respectively, was recorded as additional paid in capital as of October 31, 2022.

Ian Bothwell waived all unpaid and accrued compensation outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 30,000,000 Shares at an exercise price of $ 0.02 per Share, exercisable on a “cashless basis” and a cash payment of $50,000 at Closing.

The Company and Mr.

Bothwell agreed that rental

and other office costs associated with the California office currently used by him will not

be reimbursed after October 31, 2022.

George Shapiro terminated his consulting arrangement with the Company and waived all unpaid

consulting fee obligations in exchange for ten-year warrants to purchase 3,150,000 Shares

at an exercise price of $ 0.02 per Share, exercisable on a “cashless basis.”

Company and each of its directors agreed to terminate all awards granted under the Company’s

Management and Consultant Performance Plan.

Sheet – Acting CEO

July 21, 2022 (“Effective Date”), Matthew Sinnreich was appointed by the Board of Directors to the position of Chief Operating

Officer and Acting Chief Executive Officer.

the Effective Date, Organicell and Mr.

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

the terms of Mr.

Bothwell also agreed that rental and other office costs associated with the California office currently used by him will not be reimbursed after October 31, 2022.

The balance of unpaid and accrued compensation that was forgiven by Mr.

Bothwell totaling $ 455,478 , was recorded as additional paid in capital as of October 31, 2022.

Each of Albert Mitrani, Dr.

Maria Ines Mitrani, Ian Bothwell and all other recipients agreed to terminate all awards granted but not yet issued under the Company’s Management and Consultant Performance Plan.

Each of Albert Mitrani, Dr.

Maria Ines Mitrani and Ian Bothwell agreed to modify severance compensation provisions to be paid upon termination to only occur upon a termination without cause in an amount equal to one month’s base salary for each year of service.

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.

As of January 31, 2023, the total amounts due from Mr.

Bothwell and Mr.

Mitrani were $ 44,600 and $ 74,300 , respectively and is included in receivables from related party in the accompanying consolidated balance sheets.

Term Sheet – Acting CEO

On July 21, 2022 (“Effective Date”), Matthew Sinnreich was appointed by the Board of Directors to the position of Chief Operating Officer and Acting Chief Executive Officer.

On the Effective Date, 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 “Employment Agreement”).

The Term Sheet was 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 “Employment Agreement”).

The parties agreed to use their respective commercial best efforts to negotiate and execute the Employment Agreement.

Term Sheet provides that as an inducement for Mr.

Sinnreich to join the Company, within five (5) days of the Effective Date, he will

be 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 foregoing shares and warrants vest immediately upon issuance.

Employment Agreement will provide for an initial two-year term commencing on the Effective Date (the “Initial Term”), which

will automatically renew for successive one-year terms (each a “Renewal Term,” and together with the Initial Term, the “Term”),

unless terminated by either party upon not less than ninety (90) days’ prior written notice given before the expiration of the

Initial Term or a Renewal Term, or earlier terminated as provided for therein.

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.

In connection with the Term Sheet, as an inducement for Mr.

Sinnreich to join the Company, Mr.

Sinnreich 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 foregoing shares and warrants vested immediately upon issuance.

During the first year of the Initial Term, Mr.

Sinnreich was to be compensated by the issuance of 24,000,000 shares of Organicell’s common stock, which were to vest in equal monthly installments of 2,000,000 shares each (“Salary Shares”).

During the second year of the Initial Term, Mr.

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

Employment Agreement will provide that Mr.

Sinnreich will be entitled to receive a bonus payment of $150,000, if and when during the

Term, the Company generates $10,000,000 in funding from an equity line of credit arrangement that may be implemented by the Company in

In addition, Mr.

Sinnreich will be entitled to receive an award of 15,000,000 shares of common stock if any of the following

milestones are achieved during the Term and the twelve-month period thereafter (provided the Employment Agreement and Mr.

employment thereunder is terminated by the Company without cause).

Company first obtains market capitalization of $1.0 billion for a three-month consecutive

Company first obtains market capitalization of $2.0 billion for a three-month consecutive

Company first obtains market capitalization of $5.0 billion for a three-month consecutive

Company first obtains market capitalization of $10.0 billion for a three-month consecutive

offer and sale of the above referenced securities were and will be issued in private transactions exempt from the registration requirements

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

the Securities Act and the rules and regulations promulgated thereunder.

the Employment Agreement does not provide for cash compensation and in light of Mr.

Sinnreich’s efforts in implementing the Company’s

recent corporate restructuring and advancing its clinical trials, on September 7, 2022, the board of directors of the Company awarded

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.

of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring :

connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with

current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning

in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under

Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug

(“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and

related treatment protocols for specific indications.

The ability to successfully complete the above efforts will be dependent on the

actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the

Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is

subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies

and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA.

CRO Agreements

August 2021, October 2021, and December 2021, the Company entered into agreements with a new CRO to provide ongoing clinical research

and related services in connection with three of the Company’s approved clinical research trials (“New CRO Agreements”).

In connection with the New CRO Agreements, the Company is obligated to make aggregate payments to the CRO of approximately $1,700,000

plus estimated aggregate pass-through costs and other third-party direct costs of approximately $565,000 as well as site and patient

related costs.

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

on the commencement of the work by the CRO in connection with the applicable clinical trial and the payments for the pass-through costs

and other third-party direct costs as well as site and patient related costs are paid in accordance with completion of agreed upon milestones.

As of July 31, 2022, the Company has been billed a total of approximately $583,600 in connection with the New CRO Agreements of which

approximately $ 408,400 was outstanding as of July 31, 2022.

Convertible Obligations Into Equity Securities

Due Under Executive Employment Agreements

July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including

unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the

month in which the accrued salary pertains.

For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid

bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day

in December 2019.

of July 31, 2022, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior

to December 31, 2019 and approximately $1,388,000 of unpaid Original Base Salary and Incremental Salary related to the period January

1, 2020 through July 31, 2022, that could be converted in the future into approximately 61,967,000 shares of common stock (weighted average

conversion price of $0.034 per share) .

connection with the Closing, the Company and each of the Executives agreed to forego their unpaid Original Base Salary and Incremental

Salary (see “Changes in Management Compensation” above).

June 17, 2021, Organicell received a subpoena dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production

of certain documents and communications in connection with the treatment and results of various COVID-19 patients, as discussed in the

Company’s Current Reports on Form 8-K filed with the SEC during the period from May 27, 2020 through May 11, 2021.

is fully cooperating with the SEC’s investigation and believes that it will be able to provide all of the information requested

The Company can make no assurances as to the time or resources that will need to be devoted to this investigation or its

final outcome, or the impact, if any, of this investigation or any proceedings on the Company’s current business, financial condition,

results of operations, cash flows, or the Company’s future operations.

International Consulting

August 17, 2021, the Company was served with a summons and complaint by LAE International Consulting, LLC (“LAE”),

in the case styled LAE International Consulting, LLC v.

Organicell Regenerative Medicine, Inc.

et al., Case No.

2021-018461-CA-01

(In the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida) (the “Lawsuit”).

Albert Mitrani, Mari Mitrani and Ian Bothwell (the “Individual Defendants”) were also named as defendants in the Lawsuit.

In the Lawsuit, LAE alleges breach of contract, unjust enrichment, violation of Florida’s Unfair and Deceptive Trade Practices

Act, breach of obligation of good faith and fair dealing, negligent misrepresentation and fraudulent misrepresentation in connection

with a prior consulting agreement entered into between the Company and LAE.

During April 2022 the Lawsuit was settled whereby

the Company agreed to pay LAE $ 45,000 in cash and 2,000,000 shares of restricted common stock of the Company.

Pepock and Tracy Yourke

Company terminated sales representatives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June

June 6, 2022, Pepock filed a Complaint against Organicell Regenerative Medicine, Inc.

(“Organicell”) in the Court of

Common Pleas of Westmoreland County, Pennsylvania.

Organicell removed the case to the United States District Court for the Western District

of Pennsylvania, and on July 15, 2022 Mr.

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

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.

During the period November 1, 2022 through November 22, 2022 and as of November 22, 2022, a total of 1,446,575 and 8,153,424 of the Salary Shares were vested, respectively.

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

Sinnreich in light of the resignation.

Consultant Agreements

Assure Immune LLC

On August 19, 2022 the Company and Consultant agreed to an amendment to the consulting agreement whereby the Consultant was issued 5,000,000 shares of common stock of the Company and received a $20,000 cash payment in exchange for satisfaction of approximately $200,000 in outstanding consulting fees due to the Consultant up through August 31, 2022.

The parties also agreed to the reduction of future fees payable to the Consultant from $40,000 per month to $15,000 per month for the period September 2022 through March 2023.

Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring :

In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications.

The ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA.

New CRO Agreements

During August 2021, October 2021, and December 2021, the Company entered into agreements with a new CRO to provide ongoing clinical research and related services in connection with two of the Company’s approved clinical research trials (“New CRO Agreements”).

On August 23, 2022 the New CRO Agreements were amended.

In connection with the New CRO Agreements, the Company is obligated to make aggregate payments to the CRO of approximately $1,443,000 plus estimated aggregate pass-through costs and other third-party direct costs of approximately $495,000 (“Pass-Through Costs”) as well as site and patient related costs.

The Company is obligated to make the CRO payments based on the actual costs incurred over the term of the clinical trial beginning on the commencement of the work by the CRO in connection with the applicable clinical trial and the payments for the pass-through costs and other third-party direct costs as well as site and patient related costs are paid in accordance with completion of agreed upon milestones.

As of January 31, 2023, the Company has been billed a total of approximately $617,100 and $176,200, in connection with the New CRO Agreements and Pass-Through Costs, respectively, of which approximately $ 303,800 and $82,200 was outstanding as of January 31, 2023.

Legal Matters

On June 17, 2021, Organicell received a subpoena dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production of certain documents and communications in connection with the treatment and results of various COVID-19 patients, as discussed in the Company’s Current Reports on Form 8-K filed with the SEC during the period from May 27, 2020 through May 11, 2021.

The Company is fully cooperating with the SEC’s investigation and believes that it will be able to provide all of the information requested by the SEC.

The Company can make no assurances as to the time or resources that will need to be devoted to this investigation or its final outcome, or the impact, if any, of this investigation or any proceedings on the Company’s current business, financial condition, results of operations, cash flows, or the Company’s future operations.

Daniel Pepock and Tracy Yourke

The Company terminated the employment agreements with the Sales Executives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June 30, 2022.

On June 6, 2022, Pepock filed a Complaint against Organicell Regenerative Medicine, Inc.

(“Organicell”) in the Court of Common Pleas of Westmoreland County, Pennsylvania.

Organicell removed the case to the United States District Court for the Western District of Pennsylvania, and on July 15, 2022 Mr.

Pepock filed an Amended Complaint asserting two counts.

I alleges a claim for “Breach of Employment Agreement, including Violation of the Pennsylvania Wage Payment and Collection

Pepock alleges that Organicell (i) failed to pay him certain wages in timely manner;

(ii) failed to pay him

commissions allegedly due;

(iii) failed to pay him a severance benefit allegedly due;

and (iv) improperly paid him as a 1099

“independent contractor” rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021.

Pepock sought damages of $235,000 in compensation, plus compensation for alleged increased tax rates and decreased Social

Security contributions, liquidated damages, costs of litigation including reasonable attorney fees and witness fees, interest on the

judgment, plus any other relief the Court deems proper.

II alleges a claim for “Fair Labor Standards Act Retaliatory Discharge.

Pepock alleged that he was unlawfully terminated

in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back

pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation

including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper.

June 27, 2022, Ms.

Yourke filed a complaint against Organicell in the State of Michigan, 6 th Judicial Circuit, County

Organicell removed the case to the United States District Court for the Eastern District of Michigan, Southern Division,

and on August 10, 2022 Ms.

On June 27, 2022, Ms.

Yourke filed a complaint against Organicell in the State of Michigan, 6 th Judicial Circuit, County of Oakland.

Organicell removed the case to the United States District Court for the Eastern District of Michigan, Southern Division, and on August 10, 2022 Ms.

Yourke filed an Amended Complaint asserting three counts.

I and II alleged claims for “Breach of Employment Agreement and Violation of Michigan Sales Representative Commission Act.

Yourke alleged that Organicell (i) failed to pay her certain wages in timely manner;

(ii) failed to pay her commissions allegedly

(iii) failed to pay her a severance benefit allegedly due;

and (iv) improperly treated her as a 1099 “independent contractor”

rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021, April 16-30, 2022, and May 1, 2022 through June

Yourke sought an unidentified amount of damages in the form of compensation, commissions, treble damages, plus compensation

for an alleged increased tax rates and increased Social Security contributions, costs of litigation, including actual attorney fees and

witness fees, interest on the judgment, plus any other legal and equitable relief that the Court deems proper.

III alleged a claim for “Fair Labor Standards Act Retaliatory Discharge.

Yourke alleged that she was unlawfully terminated

in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back

pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation

including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper.

of July 31, 2022, all past due wages to Pepock and Yourke were paid.

Pepock’s action against Organicell was designated for placement into the United States District Court’s Alternative

Dispute Resolution program and the Parties agreed to mediate.

As of July 31, 2022, all past due wages to Pepock and Yourke were paid.

Pepock’s action against Organicell was designated for placement into the United States District Court’s Alternative Dispute Resolution program and the Parties agreed to mediate.

On August 22, 2022, Mr.

Yourke and Organicell agreed to a

material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all

claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr.

Yourke and Organicell agreed to a material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr.

Pepock and Ms.

1 unchanged sentence

Pepock and Ms.

Yourke to be in excess of

24,800,000 shares) in exchange for a payment by the Company of $500,000.

Yourke to be in excess of 24,800,000 shares) in exchange for a payment by the Company of $500,000 (“Purchase Price”).

In addition, the Company agreed to release Mr.

Yourke from their non-compete restrictions upon the execution of a Settlement Agreement and Mutual General Release.

Settlement relates to disputed claims and nothing therein shall be construed as an admission of liability or wrongdoing by the

Company or any other party.

addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary

course of business.

Pepock and Ms.

Yourke from their non-compete restrictions upon transfer of the shares to the Company.

The Settlement relates to disputed claims and nothing therein shall be construed as an admission of liability or wrongdoing by the Company or any other party.

Effective October 13, 2022, the parties executed a Confidential Settlement Agreement and Mutual General Release memorializing the terms of the Settlement.

Under the terms of the Settlement, the Company agreed to repurchase 24,800,001 shares of common stock for $ 500,000 .

As of January 31, 2023, the Company funded the escrow account $ 500,000 in connection with the obligation to repurchase the shares.

The funding of the escrow account asset and the corresponding liability obligation to repurchase the shares are reflected in the consolidated balance sheet at January 31, 2023.

The shares repurchased were transferred to the Company on February 2.

2023 and the escrow funds were released.

The shares repurchased were redeposited back into the Company’s treasury of authorized and unissued shares on February 3, 2023.

As a result of the above, the matter has been fully settled and Mr.

Pepock and Ms.

Yourke were released from their non-compete restrictions.

In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business.

14 – SEGMENT INFORMATION

Company has only one operating segment.

NOTE 14 – 401(K) PLAN

The Company sponsors a pooled defined contribution retirement plan (“401(k) Plan”) covering all eligible employees effective January 25, 2023.

The 401(k) Plan allows eligible employees to contribute, subject to Internal Revenue Service limitations on total annual contributions, up to 92% of their compensation as defined in the 401(k) Plan, to various investment funds.

Under the 401(k) Plan, the Company may, but is not obligated to, make any contributions to the 401(K) Plan for any eligible employees.

The Company has no t yet made any contributions to the 401(K) Plan.

NOTE 15 – SEGMENT INFORMATION

The Company has only one operating segment.

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

What changed 10-Q

Item 1. Financial Statements