UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒~~[ X ]~~ QUARTERLY REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended July 31, ~~2015~~2023

☐~~[ ]~~ TRANSITION REPORT ~~UNDER~~PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

~~For the transition period from~~to

Commission File No. 000-17378

~~Commission file number 1-17378~~

VITRO BIOPHARMA, INC.

~~VITRO DIAGNOSTICS, INC.~~

(Exact ~~Name~~name of ~~Small Business Issuer~~Registrant as ~~Specified~~specified in its ~~Charter)~~charter)

Nevada		84-1012042
~~Nevada~~	~~84-1012042~~
(State or other jurisdiction of incorporation or organization)		(I.R.S. ~~Employer~~employer identification number)
~~of incorporation or organization)~~	~~Identification number~~

~~4621 Technology Drive, Golden, CO 80403~~
~~(Address of Principal Executive Offices)~~

~~Issuer's telephone number: (303) 999-2130~~


3200 Cherry Creek Drive South, Suite 410 Denver, Colorado		80209
~~Former name, former address, and former fiscal year, if changed since last report~~ (Address of principal executive offices)
	(Zip code)

~~Check~~

(855)848-7627

(Registrant’s telephone number, including area code)

3200 Cherry Creek Drive South, Suite 720

Denver, Colorado

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the ~~Issuer~~registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~last~~preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

~~Yes [ ] No [ X ]~~

~~Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of~~ “~~large accelerated filer~~”, “~~accelerated filer~~” ~~and~~ “~~smaller reporting company~~” ~~in Rule 12b-2 of the Exchange Act. (Check one):~~

~~Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ]~~

~~Smaller Reporting Company [ X ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ].~~

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ~~[ ]~~ ☐ No ~~[ X ]~~ ☒

As of ~~March 15, 2016, the Registrant had 20,391,822~~August, 28, 2023, there were outstanding 4,430,545 shares of ~~its~~the registrant’s Common Stock, ~~outstanding.~~$0.001 par value.

vitro biopharma inc.

Form 10-q

For the quarterly period ended JULY 31, 2023

table of contents

		Page
Part I. FINANCIAL INFORMATION
Item 1. Financial Statements		3
Consolidated Balance Sheets as of July 31, 2023 and October 31, 2022 (unaudited)		3
Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2023 and 2022 (unaudited)		4
Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended July 31, 2023 and 2022 (unaudited)		6
Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2023 and 2022 (unaudited)		8
Notes to Unaudited Consolidated Financial Statements		9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
Item 3. Quantitative and Qualitative Disclosures about Market Risk		39
Item 4. Controls and Procedures		39

Part II. OTHER INFORMATION
Item 1. Legal Proceedings		40
Item 1A. Risk Factors		40
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		40
Item 3. Defaults Upon Senior Securities		40
Item 4. Mine Safety Disclosures		40
Item 5. Other Information		40
Item 6. Exhibits		40

Signatures		41

PART ~~1. FINANCIAL~~I-FINANCIAL INFORMATION

Item 1.

Financial Statements

Vitro BioPharma, Inc.

The financial statements included herein have been prepared by Vitro Diagnostics, Inc. (the Company), pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to such SEC rules and regulations. In the opinion of management of the Company the accompanying statements contain all adjustments necessary to present fairly the financial position of the Company as of July 31, 2015 and October 31, 2014, and its results of operations for the three and nine month periods ended July 31, 2015 and 2014, its statement of changes in shareholders’ deficit for the period October 31, 2013 through July 31, 2015, and its cash flows for the nine month periods ended July 31, 2015 and 2014. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanyingConsolidated Balance Sheets

(Unaudited)

	July 31, 2023			October 31, 2022

ASSETS

Cash	$	285,175		$	741,538
Accounts Receivable, Net		79,302			73,537
Inventory		187,829			280,138
Prepaid Expense		111,304			140,759
Prepaid project costs		159,618			217,747
Deferred Offering Costs		2,484,210			1,482,422

Total Current Assets		3,307,438			2,936,141

Goodwill		3,608,949			3,608,949
Intangible Assets, Net		1,278,599			1,377,401
Property and Equipment, Net		361,353			351,940
Patents, Net		38,283			8,390
Right of Use Asset – Operating Lease		510,745			277,381
Other Assets		17,098			13,860

Total Assets	$	9,122,465		$	8,574,062

LIABILITIES

Accounts Payable	$	1,800,891		$	604,606
Accounts Payable – Related Party		11,289			-
Accounts Payable		11,289			-
Deferred Revenue		685,005			650,000
Accrued Liabilities		906,777			939,523
Accrued Liabilities – Related Party		-			232,512
2021 Series Convertible Notes Payable – Related Party		480,000
Accrued Liabilities		-			232,512
Current Maturities of Capital Lease Obligations		66,403			62,979
Current Maturities of Operating Lease Obligations		125,863			50,055

Total Current Liabilities		4,076,228			2,539,675

Capital Lease Obligations, Net of Current Portion		28,756			78,955
Operating Lease Obligation, Net of Current Portion		384,882			227,326
Unsecured 6% Note Payable – Related Party		767,288			767,288
Unsecured 4% Note Payable – Related Party		1,221,958			1,221,958
2021 Series Convertible Notes Payable – Related Party		-			480,000
2022 Series Convertible Notes Payable		200,000			200,000
2023 Series Convertible Notes Payable - Stock Settled, Net		337,840			-
2023 Series B Convertible Notes Payable – Stock Settled, Net		404,306			-
Derivative/Warrant Liability		937,758			-
Long Term Accrued Interest Payable		55,156			3,205
Long Term Accrued Interest Payable – Related Party		308,757			219,815

Total Long-Term Liabilities		4,646,701			3,198,547

Total Liabilities		8,722,929			5,738,222

STOCKHOLDERS’ EQUITY

Preferred Stock, 5,000,000 Shares Authorized, par value $0.001; Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively		-			-
Common stock, 19,230,770 Shares Authorized, par value $0.001, 4,430,545 and 4,430,545 Outstanding, respectively		4,430			4,430
Additional Paid in Capital		26,675,031			25,634,826
Less Treasury Stock		(84,000	)		(84,000	)
Accumulated Deficit		(26,195,925	)		(22,719,416	)

Total Stockholders’ Equity		399,536			2,835,840

Total Liabilities and Stockholders’ Equity	$	9,122,465		$	8,574,062

These financial statements should be read in ~~conjunction~~connection with the ~~financial statements and the notes thereto filed as a part of the Company's annual report on Form 10-K.~~

VITRO DIAGNOSTICS, INC.

Statements of Operations

(unaudited)

For the Three Months Ended

July 31,

2015

2014
Product sales
$
27,672

$
48,966

Cost of goods sold
(6,444)

(6,100)

Gross profit
21,228

42,866
Professional services income
2,591

9,404
Net revenue
23,819

52,270

Operating costs and expenses:

Research and development
29,164

44,085

Selling, general and administrative
9,570

33,527

Total operating costs and expenses
38,734

77,612

Loss from operations
(14,915)

(25,342)

Other income (expense):

Interest expense
(22,509)

(19,065)

Income (loss) before income taxes
(37,424)

(44,407)

Provision for income taxes (Note C)
-

-

Net income (loss)
$
(37,424)

$
(44,407)

Net loss per common share, basic and diluted
$
(0.00)

$
(0.00)

Shares used in computing net loss per common share:

Basic and diluted
19,971,822

19,918,346

VITRO DIAGNOSTICS, INC.

Statements of Operations

(unaudited)

For the Nine Months Ended

July 31,

2015

2014
Product sales
$
58,220

$
76,806

Cost of goods sold
(10,934)

(15,200)

Gross profit
47,286

61,606
Professional services income
11,417

42,943
Net revenue
58,703

104,549

Operating costs and expenses:

Research and development
115,917

130,609

Selling, general and administrative
39,653

81,773

Total operating costs and expenses
155,570

212,382

Loss from operations
(96,867)

(107,833)

Other income (expense):

Interest expense
(64,820)

(55,560)

Income (loss) before income taxes
(161,687)

(163,393)

Provision for income taxes (Note C)
-

-

Net income (loss)
$
(161,687)

$
(163,393)

Net loss per common share, basic and diluted
$
(0.01)

$
(0.01)

Shares used in computing net loss per common share:

Basic and diluted
19,971,822

19,854,536

VITRO DIAGNOSTICS, INC.
Statements of Cash Flows
(unaudited)

For the Nine Months Ended

July 31,

2015

2014

Cash Flows from operating activities:

Net loss
$
(161,687)

$
(163,393)

Adjustments to reconcile net loss to net cash used in

  operating activities:

Depreciation and amortization
11,587

13,645

Stock based compensation
-

7,500

Changes in current assets and current liabilities:

  Increase in accounts receivable, inventories,

   prepaid expenses and deposits
(9,360)

(10,202)

  Increase in accounts payable and accrued expenses
69,602

60,233
Net cash used in operating activities
(89,858)

(92,217)

Cash flows from investing activities:

Purchases of equipment
(2,888)

(217)

Payments for patents and deferred costs
(2,500)

(631)
Net cash used in investing activities
(5,388)

       (848)

Cash flows from financing activities:

Proceeds from advances from officer
109,750

107,600

Payments on lines of credit, net
(676)

(818)

Principal payments on capital lease
(16,595)

(15,914)
Net cash provided by financing activities
92,479

90,868

Net change in cash
(2,767)

(2,197)
Cash, beginning of year
2,767

2,197

Cash, end of period
$
-

$
-

Supplemental disclosure of cash flow information:

Cash paid during the period for:

   Interest
$
4,593

$
7,306

   Income taxes
$
-

$
-

Non-cash investing and financing activities:

  Common stock issued to directors for services
$
-

$
10,000

  Purchase of equipment under capital lease
$
11,944

$
44,300

~~See accompanying~~ notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended July 31, 2023			Three Months Ended July 31, 2022

Product Sales	$	561,490		$	665,841
Product Sales, Related Parties		15,750			-
Total Revenue		577,240			665,841
Less Cost of Goods Sold		(96,815	)		(138,189	)
Gross Profit		480,425			527,652

Operating Costs and Expenses:
Selling, General and Administrative		1,486,866			2,222,487
Research and Development		33,146			79,071
Impairment Expense		-			914,091

Loss From Operations		(1,039,587	)		(2,687,997	)

Other Expense:
Interest Expense		(81,976	)		(37,994	)
Other Project Income, Net		191,746			-
Loss on Conversion of Senior Secured Note Payable		-			-
Unrealized Gain on Series 2023 Derivative/Warrant Liability		58,133			-

Net Loss	$	(871,684	)	$	(2,725,991	)

Deemed Dividend on Series A Convertible Preferred Stock		-			-
Cumulative Series A Convertible Preferred Stock Dividend Requirement		-			-
Net Loss Available to Common Stockholders		-			-
Net Loss per Common Share, Basic and Diluted	$	(0.20	)	$	(0.62	)

Shares Used in Computing Net Loss per Common Share, Basic and Diluted		4,430,545			4,430,545

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Operations

(Unaudited)

	Nine Months Ended July 31, 2023			Nine Months Ended July 31, 2022

Product Sales	$	1,170,364		$	2,344,165
Product Sales, Related Parties		33,750			30,500
Consulting Revenue		25,000			500,000
Total Revenue		1,229,114			2,874,665
Less Cost of Goods Sold		(225,960	)		(434,051	)
Gross Profit		1,003,154			2,440,614

Operating Costs and Expenses:
Selling, General and Administrative		4,445,217			4,947,485
Research and Development		106,426			147,112
Impairment Expense		-			914,091

Loss From Operations		(3,548,489	)		(3,568,074	)

Other Expense:
Interest Expense		(178,606	)		(159,697	)
Other Project Income, Net		191,746			-
Loss on Conversion of Senior Secured Note Payable		-			(695,342	)
Unrealized Gain on Series 2023 Derivative/Warrant Liability		58,840			-

Net Loss		(3,476,509	)		(4,423,113	)

Deemed Dividend on Series A Convertible Preferred Stock		-			(793,175	)
Cumulative Series A Convertible Preferred Stock Dividend Requirement		-			(111,333	)

Net Loss Available to Common Stockholders	$	(3,476,509	)	$	(5,327,621	)

Net Loss per Common Share, Basic and Diluted	$	(0.78	)	$	(1.32	)

Shares Used in Computing Net Loss per Common Share, Basic and Diluted		4,430,545			4,048,147

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

For the Nine Months Ended July 31, 2023 and 2022

(Unaudited)

	Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Total
	Preferred Stock				Common Stock				Additional Paid in			Treasury			Accumulated
	Shares		Par Value		Shares		Par Value		Capital			Stock			Deficit			Total

Balance at October 31, 2022		-	$	-		4,430,545	$	4,430	$	25,634,826		$	(84,000	)	$	(22,719,416	)	$	2,835,840

Forgiven accrued payables – related party		-		-		-		-		137,953			-			-			137,953
Stock based compensation		-		-		-		-		122,562			-			-			122,562
Net loss		-		-		-		-		-			-			(1,190,125	)		(1,190,125	)

Balance at January 31, 2023		-	$	-		4,430,545	$	4,430	$	25,895,341		$	(84,000	)	$	(23,909,541	)	$	1,906,230

Stock based compensation		-		-		-		-		393,510			-			-			393,510
Net loss		-		-		-		-		-			-			(1,414,700	)		(1,414,700	)

Balance at April 30, 2023		-	$	-		4,430,545	$	4,430	$	26,288,851		$	(84,000	)	$	(25,324,241	)	$	885,040

Stock based compensation		-		-		-		-		386,616			-			-			386,616
Payment for fractional warrants - recapitalization		-		-		-		-		(436	)		-			-			(436	)
Net Loss		-		-		-		-		-			-			(871,684	)		(871,684	)

Balance at July 31, 2023		-	$	-		4,430,545	$	4,430	$	26,675,031		$	(84,000	)	$	(26,195,925	)	$	399,536

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statement of Changes in Stockholders’ Equity

For the Nine Months Ended July 31, 2023 and 2022 (Continued)

(Unaudited)

	Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total
	Preferred Stock						Common Stock				Additional Paid in			Treasury			Accumulated
	Shares			Par Value			Shares		Par Value		Capital			Stock			Deficit			Total

Balance at October 31, 2021		136,059		$	136			3,705,553	$	3,705	$	19,394,052		$	(84,000	)	$	(15,859,367	)	$	3,454,526

Stock based compensation		-			-			-		-		242,505			-			-			242,505
Beneficial conversion feature on convertible preferred stock		-			-			-		-		48,510			-			-			48,510
Deemed dividend on convertible preferred stock		-			-			-		-		(48,510	)		-			-			(48,510	)
Net loss		-			-			-		-		-			-			(361,732	)		(361,732	)

Balance at January 31, 2022		136,059		$	136			3,705,553	$	3,705	$	19,636,557		$	(84,000	)	$	(16,221,099	)	$	3,335,299

Stock based compensation		-			-			-		-		302,785			-			-			302,785
Stock issued in connection with note conversion		-			-			155,529		156		4,043,610			-			-			4,043,766
Stock issued in connection with preferred stock conversions		(136,059	)		(136	)		569,463		569		(433	)		-			-			-
Beneficial conversion feature on convertible preferred stock		-			-			-		-		744,665			-			-			744,665
Deemed dividend on convertible preferred stock		-			-			-		-		(744,665	)		-			-			(744,665	)
Net loss		-			-			-		-		-			-			(1,335,390	)		(1,335,390	)

Balance at April 30, 2022		-		$	-			4,430,545	$	4,430	$	23,982,519		$	(84,000	)	$	(17,556,489	)	$	6,346,460
Balance		-		$	-			4,430,545	$	4,430	$	23,982,519		$	(84,000	)	$	(17,556,489	)	$	6,346,460

Stock based compensation		-			-			-		-		1,258,797			-						1,258,797
Net loss		-			-			-		-		-			-			(2,725,991	)		(2,725,991	)

Balance at July 31, 2022		-		$	-			4,430,545	$	4,430	$	25,241,316		$	(84,000	)	$	(20,282,480	)	$	4,879,266
Balance		-		$	-			4,430,545	$	4,430	$	25,241,316		$	(84,000	)	$	(20,282,480	)	$	4,879,266

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

Vitro BioPharma, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	Nine Months Ended July 31, 2023			Nine Months Ended July 31, 2022

Operating Activities

Net Loss	$	(3,476,509	)	$	(4,423,113	)
Adjustment to Reconcile Net Loss:
Other Project Income, Net		(191,746	)		-
Unrealized Gain on Series 2023 Derivative/Warrant Liability		(58,840	)		-
Loss on Conversion of Senior Secured Note Payable		-			695,342
Depreciation Expense		117,745			123,661
Amortization Expense		98,802			28,632
Bad Debt Expense		-			8,000
Impairment Expense		-			914,091
Amortization of Operating Lease – ROU Asset		38,032			42,256
Accretion of Debt Discount		21,143			-
Stock Based Compensation		902,688			1,804,087
Changes in Assets and Liabilities
Accounts Receivable		(5,765	)		41,797
Accounts Receivable, Related Parties		-			-
Inventory		92,309			(13,424	)
Prepaid Expenses		29,455			(36,141	)
Prepaid project costs		(125	)		(177,147	)
Accounts Payable		194,497			52,760
Accounts Payable – Related Party		11,289			-
Deferred Revenue		285,005			(250,000	)
Operating Lease Obligation		(38,032	)		(42,256	)
Accrued Liabilities		(32,745	)		(204,352	)
Accrued Liabilities – Related Party		(94,995	)		(34,194	)
Accrued Interest		51,951			11,328
Accrued Interest – Related Parties		88,942			94,926

Net Cash Used in Operating Activities		(1,966,899	)		(1,363,747	)

Investing Activities

Acquisition of Property and Equipment		(127,158	)		(261,424	)
Patent Costs		(29,893	)		-
Other assets		(3,238	)		(3,240	)

Net Cash Used in Investing Activities		(160,289	)		(264,664	)

Financing Activities

Deferred Offering Costs		-			(1,138,761	)
Issuance of 2022 Series Convertible Notes Payable		-			200,000
Issuance of 2023 Series Convertible Notes Payable - Stock Settled		405,000			-
Issuance of 2023 Series B Convertible Notes Payable – Stock Settled		1,312,600			-
Capital Lease Principal Payments		(46,775	)		(59,588	)
Payments on Revolving Line of Credit		-			(58,596	)

Net Cash Provided by (Used in) Financing Activities		1,670,825			(1,056,945	)

Total Cash Used During the Period		(456,363	)		(2,685,356	)
Beginning Cash Balance		741,538			4,376,983

Ending Cash Balance	$	285,175		$	1,691,627

Cash Paid for Interest	$	16,570		$	40,419
Cash Paid for Income Taxes	$	-		$	-

Supplemental Schedule of Non-Cash Financing Activities:
Premium on issuance of 2023 Series Notes Payable - Stock Settled	$	135,000		$	-
Derivative/Warrant Liability on 2023 Series Notes Payable	$	73,213		$	-
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable	$	208,213		$	-
Forgiveness of Accrued Liabilities – Related Party	$	137,953		$	-
Premium on issuance of 2023 Series B Notes Payable – Stock Settled	$	437,533		$	-
Derivative/Warrant Liability on 2023 Series B Notes Payable	$	923,384		$	-
Discount on Derivative/Warrant Liability on 2023 Series B Notes Payable	$	1,360,917		$	-
Recognition of New Capital Leases	$	-		$	90,444
Beneficial Conversion Feature and Deemed Dividend on Convertible Preferred Stock	$	-		$	793,175
Deferred Offering Costs Recorded as Accounts Payable	$	1,001,788		$	298,858
Right of Use Asset and Operating Lease Obligation Recognized under ASC Topic 842	$	271,396		$	-
Common Stock Issued for Conversion of Senior Secured Note Payable	$	-		$	3,712,500
Common Stock Issued for Conversion of Related Party Note Payable	$	-		$	331,266

These financial statements should be read in connection with the notes to these unaudited consolidated financial statements.

VITRO ~~DIAGNOSTICS,~~BIOPHARMA, INC.

NOTES TO ~~UNAUDITED~~THE CONSOLIDATED FINANCIAL STATEMENTS

~~(unaudited)~~JULY 31, 2023 AND 2022

(UNAUDITED)

NOTE A:1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Organization and Description of Business

Vitro ~~Diagnostics,~~Biopharma, Inc. (the “~~Company~~”“Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February ~~3, 1986.~~6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“~~Diagnostics~~”(“Diagnostics”) ~~that were derived primarily from human tissues.~~and related technologies. The Company also developed cell technology including immortalization of certain cells, ~~that~~which allowed entry into other markets besides ~~diagnostics. However, during the 1990~~’~~s, the Company~~’~~s sales were solely attributable to the sales of purified human antigens for diagnostic applications.~~

~~Following the sale of its Diagnostics operations in~~Diagnostics. In August of 2000, the Company ~~began devoting all efforts to~~sold the Diagnostics business, following which it focused on developing therapeutic products, its cellular generation technology which evolved from a focus on induction of cellular immortalization to technology related to stem cells. Stem cell technology has potentially broad application to many medical areas, including drug discovery and development together with numerous therapeutic applications to diseases involving cellular degeneration, injury or to the treatment of cancer. The Company launched a series of products targeting basic research in stem cell technology, patent portfolio and proprietary technology and cell lines for applications in ~~2009. These~~ “~~Tools for Stem Cell~~autoimmune disorders and ~~Drug Discovery~~™” ~~offer researchers basic tools needed to advance~~inflammatory disease processes and stem cell technology including stem cells and their derivatives, media for growth and differentiation of stem cells and advanced tools for measurement of stem cell quality, potency and response to toxic agents. Theresearch. On February 3, 2021, the Company ~~has been granted patents for its proprietary technology related~~filed an amendment to the ~~immortalization~~articles of ~~human cells and subsequently expanded this technology~~incorporation with the Nevada Secretary of State, changing the name of the Company to ~~include patented and patent-pending technology involving generation~~Vitro BioPharma, Inc.

Summary of ~~stem cells with potential application to a variety of commercial opportunities including the treatment of degenerative diseases and drug discovery.~~Significant Accounting Policies

The Company is currently focused on revenue generation from its stem cell-based research products and to expanded opportunities for revenue generation in drug discovery and development together with select opportunities in regenerative medicine.

Basis of Presentation– ~~Going Concern~~

~~These~~On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split(the “Reverse Stock Split”) of the Company’s (a) authorized shares of common stock, par value $0.001 (the “Common Stock”); and (b) issued and outstanding shares of Common Stock. All share and per share information included in these financial statements ~~were~~and notes thereto have been retroactively adjusted to give effect to the Reverse Stock Split, which became effective on July 6, 2023.

The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“~~GAAP~~”of America (“U.S. GAAP”)~~. The accompanying unaudited financial statements~~ have been ~~prepared in accordance with GAAP for interim financial information in accordance with Article 8 of Regulation S-X. Accordingly, they do not include all of~~condensed or omitted pursuant to such rules and regulations, although the information and footnotes required by GAAP for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine-month periods ended July 31, 2015 are not necessarily indicative of the results for the full year. While we believeCompany believes that the disclosures ~~presented~~included herein are adequate ~~and~~to make the information presented not ~~misleading, these~~misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the ~~footnotes thereto contained in our~~Company’s Annual Report on Form 10-K for the year ended October 31, ~~2014.~~

~~The accompanying~~2022 as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. However, the Company has suffered significant losses since inception and has working capital and shareholders’ deficits of $(2,381,601) and $(2,321,693), respectively, at July 31, 2015, which raise substantial doubt about its ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company’~~s ability to meet its financial requirements, raise additional capital, and generate revenues and profits from operations.~~

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has financed its operations primarily through cash advances from the Company’~~s president, as well as through various private placements of equity securities. Since~~for the year ended October 31, ~~2013,~~2022 contained in the ~~President has advanced~~Form 10-K.

The Consolidated Balance Sheet as of October 31, 2022, was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements.

Basis of Consolidation

The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”).

Concentrations

During the nine months ended July 31, 2023 and 2022, 3% and 1% respectively, of the Company’s total revenues were derived from sales to an entity controlled by the Company’s former Chief Executive Officer and President, Dr. Jack Zamora (“Dr. Zamora”) (Note 10). Dr. Zamora is also a 30% stockholder. During the nine months ended July 31, 2023, 38% of the Company’s total ~~of $250,850 for working capital on an~~ “~~as needed~~” ~~basis, including $109,750~~revenue was attributable to product sales to one customer. Also, during the nine months ended July 31, ~~2015. There is~~2022, three customers accounted for 17%. 16% and 13% of the Company’s revenues. Other than the revenues derived through sales to an entity controlled by Dr. Zamora and the additional customers referenced herein, no ~~assurance that these advances will continue~~customer accounted for greater than 10% of the Company’s gross sales for the nine months ended July 31, 2023 or 2022. In addition to the product revenue concentrations noted above, the Company recognized $25,000 in consulting revenue from a single client during the nine months ended July 31, 2023. This amount was 4% of the total revenue recognized for the period. The Company also recognized $500,000 in consulting revenue from a single client during the nine months ended July 31, 2022. This amount was 17% of the total revenue recognized for the period.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the ~~future.~~balance sheets.

The Company has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Also, management has ongoing discussions with potential financial partners who have expressed interest in funding the Company and we intend to pursue these discussions to the full extent possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’~~s overall growth and development strategy.~~

~~There is no assurance that these initiatives will yield sufficient capital to maintain the Company~~’~~s operations. In such an event, management intends to pursue various strategic alternatives.~~

~~Summary of Significant Accounting Policies~~

Use of ~~estimates~~Estimates

The preparation of the financial statements in conformity with ~~accounting principles generally accepted in the United States of America~~GAAP 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 reporting period. Actual results could differ from those estimates.

~~Cash equivalents~~Revenue Recognition

~~For~~As of January 1, 2018, the ~~purposes~~Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the ~~statement~~new standard is that a business or other organization will recognize revenue to depict the transfer of ~~cash flows,~~promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company ~~considers all highly liquid debt instruments purchased~~determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements.

For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an ~~original maturity~~entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time.

Control is considered transferred over time if any one of ~~three months or less~~the following criteria is met:

	●	The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs;

	●	The entity’s performance creates or enhances an asset; or

	●	The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date.

For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue.

The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below:

Sale of research and development product: Sales of research and development product include the sale of stem cell medium.

Sale of therapeutic product: Includes cell culture media to be ~~cash equivalents.~~used in therapeutic treatment.

Shipping: Includes amounts charged to customers for shipping products.

Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved.

Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer.

InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum.

Disaggregation of revenue

The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type:

SCHEDULE OF DISAGGREGATION OF REVENUE

	Three Months Ended July 31, 2023		Three Months Ended July 31, 2022
Revenues:
Research and development products	$	284,306	$	189,745
AlloRx Stem Cells to Foreign Third-Party Clinics		217,991		432,000
InfiniVive products		60,160		-
Fitore products		14,783		44,096

Total	$	577,240	$	665,841
Total Revenues	$	577,240	$	665,841

	Nine Months Ended July 31, 2023		Nine Months Ended July 31, 2022
Revenues:
Research and development products	$	307,324	$	871,480
AlloRx Stem Cells to Foreign Third-Party Clinics		661,208		1,089,341
Consulting revenue		25,000		500,000
InfiniVive products		183,148		232,021
Fitore products		52,434		181,823

Total	$	1,229,114	$	2,874,665
Total Revenues	$	1,229,114	$	2,874,665

Deferred Revenue

The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Pursuant to this JOA, which expired in accordance with its terms on July 31, 2023 and is not expected to be renewed, the Company was obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. Prior to its expiration, our work under the JOA had been suspended since April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement.

The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of July 31, 2023, the Company has deferred $685,005 in revenue. The Company has recorded $159,618 in prepaid project costs related to this deferred revenue in current assets. The amounts recorded as deferred revenue and prepaid project costs will be recognized if and when the Company achieves and delivers the milestones under the terms of the agreement.

The table below summarizes Deferred Revenues as of July 31, 2023:

SUMMARY OF DEFERRED REVENUES

	October 31, 2022		Other Project Income Recognized			Revenue Deferred		July 31, 2023
Deferred Revenue	$	650,000	$	(250,000	)	$	285,005	$	685,005
Total	$	650,000	$	(250,000	)	$	285,005	$	685,005

During the nine months ended July 31, 2023 and 2022, the Company recognized as revenue $0 and $500,000 in previously deferred revenue, respectively and $0 and $78,257 in expenses related to the JOA, respectively. The expenses are included in the Selling, general and administrative line on the accompanying consolidated statements of operations.

As of July 31, 2023, upon the expiration of the European Wellness Agreement, the Company recognized $250,000 as other project income that was deemed as non-refundable by the amendment and offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.

Accounts ~~receivable~~Receivable

Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The

Company generally does not require collateral for its accounts receivable. ~~At both~~As of July 31, ~~2015~~2023 and October 31, ~~2014,~~2022, total accounts receivable ~~are~~amounted to $79,302 and $73,537, respectively, net of ~~allowances~~allowances. The Company monitors accounts receivable for collectability and when doubt as to the realization of ~~$2,500.~~amounts recorded arises, an allowance is recorded and/or accounts deemed to be uncollectible will be written off. As of July 31, 2023 and October 31, 2022, the allowance for doubtful accounts was $975 and $2,500, respectively.

~~Inventory~~As of July 31, 2023, two customers accounted for 53% and 11% of accounts receivable. As of October 31, 2022, 28% and 10%, of the Company’s accounts receivable were attributable to sales to two customers. No other customer comprised more than 10% of the accounts receivable balance as of July 31, 2023 or October 31, 2022.

Basic Loss Per Share

The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the nine months ended July 31, 2023 and 2022, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive:

SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE

	July 31, 2023		July 31, 2022

Stock options outstanding		1,122,154		1,124,076
Shares to be issued in connection with exercise of warrants		448,677		523,302
2021 Series Convertible Notes Payable - Related Party – common shares		18,462		18,462
2022 Series Convertible Notes Payable - common shares		7,692		7,692
2023 Series Convertible Notes Payable – Stock Settlement		12,854		-
2023 Series Convertible Notes Payable – Stock Settled - warrants issuable		3,076		-
2023 Series B Convertible Notes Payable - Stock Settled		40,683		-
2023 Series B Convertible Notes Payable - Stock Settled - warrants issuable		39,881		-
Total		1,693,479		1,673,532
Anti-dilutive shares		1,693,479		1,673,532

Inventory

Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Finished goods inventories include certain allocations of labor and overhead. At July 31, 2015 and October 31, 2014, finished goods included $9,317 and $5,915, respectively, of labor and overhead allocations. Inventories consisted of the ~~following:~~

July 31, 2015

October 31, 2014
Raw materials
$
15,263

$
12,702
Finished goods
16,497

9,628

$
31,760

$
22,330

following at the balance sheet dates:

~~Shipping~~SCHEDULE OF INVENTORIES

	July 31, 2023		October 31, 2022

Raw materials	$	38,237	$	112,023
Finished goods		149,592		168,115
Total inventory	$	187,829	$	280,138

The Company periodically reviews the value of items in inventory and ~~freight costs~~

~~All freight costs associated with the receiving~~provides write-downs or write-offs of goods and materials are expensed during the period in which it is received. For the three months ended July 31, 2015 and 2014, $3,026 and $2,579, respectively, are included in research and development (“~~R&D~~”~~) costs in the accompanying statements~~inventory based on its assessment of ~~operations. For~~market conditions. During the nine months ended July 31, ~~2015~~2023 and ~~2014, $7,929~~2022, the Company did not record any impairment expense.

Leases

In May 2023, the Company executed a new office lease for its executive offices, with the lease starting July 1, 2023. The Company recognized an initial operating lease right-of-use asset of $271,396 and ~~$4,637, respectively, are included in research and development (~~“~~R&D~~”~~) costs in the accompanying statements~~an operating lease liability of ~~operations.~~

~~Shipping costs for products shipped to customers, if any, is generally charged~~$271,396. Due to the ~~customer at invoicing and are considered a component~~simplistic nature of the ~~sale transaction. For~~Company’s leases, no retained earnings adjustments were required. No amortization of this operating lease right-of-use asset was taken during the three ~~months ended July 31, 2015~~ and ~~2014, $850 and $690, respectively, are included in product sales in the accompanying statements of operations. For the~~ nine months ended July 31, ~~2015~~2023 and ~~2014, $1,676 and $1,464, respectively, are included in product sales~~2022, however, the Company did recognize right-of-use asset amortization for other office leases in the ~~accompanying statements~~amount of ~~operations.~~

~~Research~~$12,345 and ~~development~~

~~The Company~~’~~s operations are predominantly in R&D. These costs are expensed as incurred~~$38,032, and ~~are primarily comprised of costs for: salaries, overhead~~$13,716 and ~~occupancy, contract services and other outside costs, quality assurance and analytical testing. As the Company~~’~~s operations include manufacturing and R&D, we report cost of goods sold, including estimates of labor, materials and overhead allocations to the production of specific products manufactured for sale.~~

~~Property, equipment and depreciation~~

~~Property and equipment, generally consisting of laboratory equipment and office equipment and furniture, are stated at cost and are depreciated over the assets~~’ ~~estimated useful lives ranging from three to seven years using the straight-line method. Depreciation expense totaled $3,070 and $5,129~~ $42,256 for the three and nine months ended July 31, ~~2015~~2023 and ~~2014,~~2022, respectively. ~~Depreciation expense totaled $9,189~~

Recent Accounting Standards

The Company periodically reviews new accounting standards that are issued and ~~$11,248~~has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements.

NOTE 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of approximately $3.5 million for the nine months ended July 31, ~~2015~~2023 and ~~2014, respectively.~~approximately $6.9 million for the year ended October 31, 2022. The Company had a working capital deficit of approximately $769,000 as of July 31, 2023. In addition, the revenues of the Company do not provide adequate working capital for the Company to sustain its current and planned business operations.

~~Upon retirement or disposition~~These factors raise substantial doubt about the Company’s ability to continue as a going concern. In view of ~~equipment,~~these matters, realization of certain of the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in operations. Repairs and maintenance are charged to expense as incurred and expenditures for additions and improvements are capitalized.

~~Patents, deferred costs and amortization~~

Patents consist of costs incurred to acquire issued patents. Amortization commences once a patent is granted. Costs incurred to acquire patents that have not been issued are reported as deferred costs. If a patent application is denied or expires, the costs incurred are charged to operationsassets in the ~~year~~accompanying balance sheets is dependent upon continued operations of the ~~application~~Company, which in turn is ~~denied~~ dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations.

Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or ~~expires.~~

private offering of equity securities, as well potentially issuing additional debt instruments. The Company ~~amortizes patents over~~also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations.

The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a ~~period~~going concern. The Company has historically financed its operations primarily through various private placements of ~~ten years. Amortization expense totaled $799~~debt and equity securities.

NOTE 3 – FAIR VALUE MEASUREMENT

ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for ~~each~~inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three ~~months ended~~levels based on the reliability of the inputs as follows:

● Level 1: Quoted prices available in active markets for identical assets or liabilities;

● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and

● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models.

The financial assets and liabilities are classified in the Condensed Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels.

As disclosed in Note 7, the two tranches’ of 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The derivative liabilities described below only relate to the warrants included with the two tranches of the 2023 Series Convertible Notes Payable – Stock Settled debt. The estimated fair values as of the issuance date of the two tranches of notes are presented in Note 7.

As of July 31, ~~2015~~2023, the estimated fair values of the Company’s financial liabilities are presented in the following table:

SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES

	July 31, 2023
2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability	$	67,155
2023 Series B Convertible Notes Payable – Stock Settled – Derivative/Warrant Liability		870,603
Total	$	937,758

The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s warrants included with its 2023 Series Convertible Notes Payable, categorized as Level 3:

SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS

	Nine Months Ended July 31, 2023			Year Ended October 31, 2022
Beginning Balance	$	-		$	-
Additions		996,598			-
Total (gains) or losses (realized/unrealized)		(58,840	)		-
Included in operations		-			-
Ending Balance	$	937,758		$	-

During the three and ~~2014. Amortization expense totaled $2,398 and $2,397 for the~~ nine months ended July 31, ~~2015~~2023, the unrealized gain on the Derivative Warrant Liability was $58,133 and ~~2014,~~$58,840 respectively.

~~Estimated future amortization expense for each of the next five fiscal years is as follows:~~

Year ended October 31,

2015
$
800
2016

3,198
2017

3,198
2018

3,198
2019

1,988

$
12,382

~~At July 31, 2015~~,~~the Company had one patent as follows:~~


~~Generation and differentiation of adult stem cell lines~~	$	~~31,975~~
~~(This patent is for a proprietary stem cell line with potential application to treatment of diabetes in both animals and humans.)~~
~~Less accumulated amortization~~		~~(19,593)~~
	$	~~12,382~~

~~In October 2014, the Company incurred costs relating to the provisional filing of a new United States patent application entitled~~ “~~Treatment of Neurological Conditions by Activation of Neural Stem Cells~~”. ~~These costs totaled $777, and are included as deferred patent costs~~ There were no comparable amounts recorded in the ~~accompanying balance sheet at October 31, 2014 and July 31, 2015.~~

~~In January 2015, the~~Company incurred costs relating to the upcoming filing of a new patent application related to its stem cell therapy of horses. The Company deposited its proprietary cell line known as EquaCell as the initial step in the process of filing this application. ~~These costs totaled $2,500, and are included as deferred patent costs in the accompanying balance sheet at July 31, 2015.~~

~~Impairment and Disposal of Long-Lived Assets~~

The Company evaluates its long-lived assets for impairment when events or changes in circumstances indicate, in management's judgment, that the carrying value of such assets may not be recoverable. If such assets are considered impaired, the impairment to be recognized is determined as the amount by which the carrying value exceeds the fair value of the assets.

The Company periodically reviews the carrying amount of its long-lived assets for possible impairment. The Company recorded no asset impairment charges during either of the three or nine months ended July 31, 2015 or 2014. A contingency exists with respect to these matters, the ultimate resolution of which cannot presently be determined.

~~Income taxes~~

The Company uses the liability method of accounting for income taxes. Accordingly, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized.

~~Revenue recognition and concentration of revenues~~

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred (or service has been performed), the sales price is fixed and determinable, and collectability is reasonably assured.

The Company derives a portion of its revenue from data and analysis services, and is included in Professional services income in the accompanying statement of operations. Any costs associated with this revenue are included in the Company’~~s operating costs and expenses.~~

~~For the nine months ended July 31, 2015, 66% of the Company~~’~~s revenues were attributed to customers of a company controlled by a former director who resigned his position on March 30, 2015. One additional customer accounted for 10% of the Company~~’~~s revenues during the same period.~~ ~~Of the remaining24%,no significant concentrations existed.~~

~~For the nine months ended July 31, 2014, 47% of the Company~~’~~s revenues were attributed to customers of a company controlled by this former director. In addition, 28% of revenues were attributed to one other non-related party customer.~~

~~Advertising Costs~~

~~The Company expenses all advertising costs as they are incurred. Advertising costs were $4,057 and $2,122 for the nine months ended July 31, 2015 and 2014, respectively.~~

~~Consulting Expenses~~

From time-to-time the Company engages consultants to perform various professional and administrative functions including public relations and corporate marketing. Expenses for consulting services are generally recognized when services are performed and billable by the consultant. In the event an agreement requires payments in which the timing of the payments is not consistent with the performance of services, expense is recognized as either service events occur, or recognized evenly over the period of the consulting agreement where specific services performed under the agreement are not readily identifiable. Consulting agreements in which compensation is contingent upon the successful occurrence of one or more events are only expensed when the contingency has been, or is reasonably assured, to be met.

~~Fair value of financial instruments~~

The carrying amounts of cash, accounts receivable, accounts payable and other accrued liabilities approximate fair value due to the short-term maturity of the instruments. Based on the borrowing rates currently available to the Company for loans with similar terms and average maturities, the fair value of long-term obligations consisting of various capital lease obligations approximates its carrying value.

~~Concentrations of credit risk~~

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of temporary cash investments and cash equivalents, and trade accounts receivable. As of July 31, 2015 and October 31, 2014, the Company had no amounts of cash or cash equivalents in financial institutions in excess of amounts insured by agencies of the U.S. Government.

~~Net loss per share~~

The Company reports net loss per share using a dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. For each of the nine months ended July 31, 2015 and 2014, common stock equivalents of 300,000 representing fully vested outstanding stock options, were not included in the diluted per share calculation as all potentially dilutive securities were anti-dilutive due to the net losses in theprior periods.

~~Stock-based compensation~~

~~Financial Accounting Standards Board (~~“~~FASB~~”~~) Accounting Standards Codification (the~~ “~~ASC~~”~~) Topic 718,~~“~~Stock Compensation~~,” establishes fair value as the measurement objective in accounting for share based payment arrangements, and requires all entities to apply a fair value based measurement method in accounting for share based payment transactions with employees. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the period during which the holder is required to provide services in exchange for the award, i.e., the vesting period.

~~Recent accounting standards~~

In February 2016, the FASB issued ASU No. 2016-02, "Leases: Topic 842 (ASU 2016-02)", to supersede nearly all existing lease guidance under GAAP. The guidance would require lessees to recognize most leases on their balance sheets as lease liabilities with corresponding right-of-use assets. ASU 2016-02 is effective for the Company in the first quarter of our fiscal year ending October 31, 2020 using a modified retrospective approach with the option to elect certain practical expedients. The Company is currently evaluating the impact of its pending adoption of ASU 2016-02 on its consolidated financial statements.

~~There were various other accounting standards and interpretations issued during 2015 and 2014, none of which are expected to have a material impact on the Company~~’~~s consolidated financial position, operations, or cash flows.~~

~~NOTE B:~~~~RELATED PARTY TRANSACTIONS~~

~~Advances and accrued interest payable to officer~~

~~Through July 31, 2015, the Company~~’s President had advanced the Company a total of $827,864 used for working capital including $109,750 during the nine months ended July 31, 2015. The advances are uncollateralized, due on demand and accrue interest on the unpaid principal at a rate of 10% per annum. Accrued interest payable on the advances totaled $257,909 and $199,738 at July 31, 2015 and October 31, 2014, respectively. The total advances plus accrued interest totaling $1,085,773 and $917,852 at July 31, 2015 and October 31, 2014, respectively, are included as “~~Advances and accrued interest payable to officer~~” ~~in the accompanying financial statements.~~

~~Employment agreements and accrued compensation~~

Effective May 1, 2008, the Company entered into an Executive Employment Agreement with its President. The Agreement established annual base salaries of $80,000, $85,000, and $90,000 over the three years of the Agreement, which was to expire on April 30, 2011. On April 27, 2011, the Company’s board of directors ratified a modification to the original agreement establishing an annual base salary of $12,000 per year, effective February 1, 2011 and continuing for three years, expiring February 2, 2014. The agreement has expired and the Company is contemplating its options regarding the compensation of the President. The Agreement also provided for incentive compensation based on the achievement of minimum annual product sales and an option to purchase one million shares of the Company’s common stock that includes contingent vesting requirements. As of July 31, 2015, 100,000 of these common stock options were vested, and are exercisable at $0.19 per share and expire in July 2018. These options are further discussed in Note E under the “~~Stock options granted to officer~~” ~~caption.~~

The Company has accrued the salaries of its President due to a lack of working capital. Total accrued salaries and payroll taxes were $1,205,958 as of both July 31, 2015 and October 31, 2014, respectively. The President’~~s accrued salaries totaled $1,158,422 as of both July 31, 2015 and October 31, 2014. His salary is allocated 70% to research and development and 30% to administration.~~

~~In addition, accrued salaries totaling $833 are due a former executive officer from a previous employment agreement.~~

~~Total accrued payroll taxes on the above salaries totaled $46,703 at both July 31, 2015 and October 31, 2014.~~

~~Office lease~~

On July 1, 2008, the Company entered into a five-year non-cancelable operating lease for a facility located in Golden, Colorado, which expired in June 2013. Effective July 1, 2013, the lease was renewed for an additional five-year term expiring July 2018. The facility has been leased from a company that is owned by the President’~~s wife.~~

~~Minimum future rent payments for the remaining term of the lease are as follows:~~

Fiscal Year Ending

2015
$
8,292
2016
33,168
2017
33,168
2018
22,112

Total
$
96,740

The total rental expense was $20,655 and $20,166 and for the nine months ended July 31, 2015 and 2014, respectively. At July 31, 2015 and October 31, 2014, $22,553 and $26,135, respectively, were unpaid and are included in accounts payable - related parties in the accompanying balance sheets.

~~Sales and Accounts Receivable~~

Of the total revenues for the nine months ended July 31, 2015, $45,824 was derived from customers of a company controlled by a former director who resigned his position on March 30, 2015. Of the total revenues for the nine months ended July 31, 2014, $42,943 was derived from customers of a company controlled by this former director.

~~At July 31, 2015 and October 31, 2014, $12,627 and $18,993, respectively, of these sales had not yet been collected.~~

~~Other~~

~~The President has personally guaranteed all debt instruments of the Company including all credit card debt.~~

~~NOTE C: INCOME TAXES~~

~~A reconciliation of the U.S. statutory federal income tax rate to the effective rate is as follows for the years ended:~~

October 31,
2014

October 31,
2013
Benefit related to U.S. federal statutory graduated rate
-31.78%

-30.16%
Benefit related to State income tax rate, net of federal benefit
-3.16%

-3.23%
Accrued officer salaries
0.45%

1.99%

Net operating loss for which no tax benefit is currently available
34.49%

31.40%

Effective rate
0.00%

0.00%

~~The primary components of temporary differences that give rise to the Company~~’~~s net deferred tax assets are as follows:~~

October 31,
2014

October 31,
2013
Tax credits for net operating loss carry forwards
$
1,675,412

$
1,623,138
Accrued officer salaries

446,928

445,761
Deferred tax asset (before valuation allowance)
$
2,122,340

$
2,068,899

At October 31, 2014, deferred taxes consisted of a net tax asset of $2,122,340, due to operating loss carry forwards and other temporary differences of $8,746,467, which was fully allowed for in the valuation allowance of $2,122,340. The valuation allowance offsets the net deferred tax asset for which there is no assurance of recovery. The changes in the valuation allowance for the years ended October 31, 2014 and 2013 totaled $53,442 and $49,556, respectively. Net operating loss carry forwards will expire in various years through 2034.

The Company is delinquent on filing its federal and state tax returns and may be subject to penalties and interest. A contingency exists with respect to this matter, the ultimate resolution of which may not be presently determined.

The valuation allowance will be evaluated at the end of each year, considering positive and negative evidence about whether the asset will be realized. At that time, the allowance will either be increased or reduced; reduction could result in the complete elimination of the allowance if positive evidence indicates that the value of the deferred tax asset is no longer impaired and the allowance is no longer required.

~~Should the Company undergo an ownership change as defined in Section 382 of the Internal Revenue Code, the Company~~’~~s tax net operating loss carry forwards generated prior to the ownership change will be subject to an annual limitation, which could reduce or defer the utilization of these losses.~~

~~NOTE D:~~~~LINES OF CREDIT~~

The Company has a $12,500 line of credit, which was fully utilized at July 31, 2015. The interest rate on the credit line was 21.90% at July 31, 2015. The credit line is collateralized by the Company’~~s checking account. Principal and interest payments are due monthly.~~

At July 31, 2015 the Company also had three credit cards with a combined credit limit of $28,600, of which $3,395 was unused. The interest rates on the credit cards range from 10.24% to 29.4%, with a weighted average rate of 13.49% at July 31, 2015.

~~NOTE E:~~~~CAPITAL LEASE OBLIGATIONS~~

In November 2013, the Company entered into a capital lease agreement to acquire certain laboratory equipment. The Company is obligated to make 24 monthly payments of $2,006 plus applicable sales and use taxes through October 2015.

~~In June 2015, the Company entered into a capital lease agreement to acquire certain laboratory~~

~~equipment. The Company is obligated to make 24 monthly payments of $530 plus applicable sales and use taxes through May 2017.~~

~~Future maturities of the Company~~’~~s capital lease obligations are as follows:~~

Fiscal year ended October 31,

Payments due:
2015

$
10,675

2016

6,360

2017

2,205

Less imputed interest

(934)
Present value of minimum lease payments
$
18,306

~~The president of the Company has personally guaranteed the lease obligation.~~

~~NOTE F:~~~~SHAREHOLDERS~~’ ~~DEFICIT~~

~~Preferred Stock~~

The Company has authorized 5,000,000 shares of $.001 par value preferred stock, of which none were issued and outstanding at July 31, 2015. These shares may be issued in series with such rights and preferences as may be determined by the Board of Directors.

~~Stock options granted to officer~~

~~On May 1, 2008, the Company granted a non-qualified stock option to its President to purchase 1,000,000 shares of the Company~~’s common stock at an exercise price of $0.19 per share, and expire in 2018. On the grant date, the traded market value of the stock was $0.19 per share. The options vest upon the achievement of certain contingencies. As a result of the patent license agreements in March 2011, a contingency was met resulting in the vesting of 100,000 of these options. None of the other contingencies have been met as of July 31, 2015, and as of that date $170,100 of unamortized stock compensation expense remains for the unvested portion of these options. The weighted average exercise price and weighted average fair value of these options on the grant date were $0.19 and $0.19, respectively.

The fair value of the ~~options was determined to be $189,000, and~~warrants granted in connection with the two, tranches of 2023 Series Convertible Notes Payable-Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED

		July 31, 2023			October 31, 2022
Risk-free interest rate	~~3.68%~~		3.60%-4.18	%		-
Dividend yield	~~0.00%~~		0.00			-
Volatility factor	~~228.72%~~		156.13%-200.29	%		-
Weighted average expected life	~~6.5 years~~		2.5			-

~~Common Stock Issued for Services~~Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value

The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans.

16NOTE 4 – PROPERTY AND EQUIPMENT

The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates:

SCHEDULE OF PROPERTY AND EQUIPMENT

	July 31, 2023			October 31, 2022

Leasehold improvements	$	12,840		$	12,840
Property and equipment		1,052,586			925,427
Total cost		1,065,426			938,267
Less accumulated depreciation		(704,073	)		(586,327	)
Net property and equipment	$	361,353		$	351,940

Depreciation expense for the three and nine months ended July 31, 2023 and 2022 was $39,706 and $117,745, and $48,268 and $123,661, respectively.

NOTE 5 – INTANGIBLE ASSETS

The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of July 31, 2023:

SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL

	Remaining Useful Life	Cost		Accumulated Amortization			Net Carrying Value
Trademarks and tradenames	13.5 years	$	693,330	$	(80,889	)	$	612,441
Patents, know-how and unpatented technology	13.5 years		710,060		(82,840	)		627,220
Customer relationships	1.25 years		114,536		(75,598	)		38,938
Total			1,517,926		(239,327	)		1,278,599

Remaining

Useful Life

Cost

Impairment

Net Carrying

Value

Goodwill

Indefinite

4,523,040

(914,091

)

3,608,949

The table below presents anticipated future amortization expense related to the Company’s intangible assets for each of the succeeding five fiscal years ending October 31;

SCHEDULE OF FUTURE AMORTIZATION EXPENSE


2023	$	131,738
2024		122,947
2025		93,559
2026		93,559
2027		93,559
Total	$	535,362

During the three and nine months ended July 31, 2023 and 2022, the Company recorded amortization expense of $32,934 and $98,802, and $9,544 and $28,632, respectively.

NOTE 6 – LEASE OBLIGATIONS

The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years at then-current market rates. The equipment leases are non-renewable as the Company owns the equipment at the end of the lease period, for a nominal amount.

In May 2023, the Company executed a new office lease for 2,978 square feet, starting July 1, 2023 for its executive offices. The lease term runs through the end of December 2026. The Company ~~sometimes issues~~recognized an initial operating lease right-of-use asset of $271,396 and an operating lease liability of $271,396. Due to the simplistic nature of the Company’s leases, no retained earnings adjustments were required. No amortization of this operating lease right-of-use asset was taken during the three and nine months ended July 31, 2023 and 2022, however, the Company did recognize right-of-use asset amortization for other office leases in the amount of $12,345 and $38,032, and $13,716 and $42,256 for the three and nine months ended July 31, 2023 and 2022, respectively.

The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets:

SCHEDULE OF BALANCE SHEET RELATED TO LEASES

Leases	Balance Sheet Location	July 31, 2023		October 31, 2022
Assets
Noncurrent:
Operating	Right-of-use asset – operating lease	$	510,745	$	277,381
Finance	Property and equipment, net		43,552		74,324
Total Lease Assets		$	554,297	$	351,705

Liabilities
Current:
Operating	Operating lease liabilities	$	125,863	$	50,055
Finance	Finance lease liabilities		66,403		62,979
Noncurrent:
Operating	Operating lease liabilities		384,882		227,326
Finance	Finance lease liabilities		28,756		78,955
Total Lease Liabilities		$	605,904	$	419,315

The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations:

SCHEDULE OF OPERATIONS RELATED TO LEASES


	Statements of Operations	Nine Months Ended July 31,
	Location	2023		2022
Operating lease expense	General and administrative expense	$	149,203	$	53,218
Finance lease expense:
Interest on lease liability	Interest expense		7,797		10,630
Total Lease expense		$	157,000	$	63,848

Minimum contractual obligations for the Company’s leases (undiscounted) as of July 31, 2023 were as follows:

SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES

	Operating			Finance
Fiscal year 2023	$	38,015		$	17,892
Fiscal year 2024		161,045			65,387
Fiscal year 2025		163,903			12,803
Fiscal year 2026		166,761			5,150
Fiscal year 2027		84,608			-
Thereafter		180,619			-
Total Lease Payments	$	794,951		$	101,232
Less Imputed interest		(284,206	)		(6,073	)
Total lease liability	$	510,745		$	95,159

The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated:

SCHEDULE OF OTHER INFORMATION RELATED TO LEASES

	July 31, 2023						July 31, 2022
	Operating Leases			Finance Leases			Operating Leases			Finance Leases
Weighted-average remaining lease term (in years)		5.3			1.61			7.9			2.5
Weighted-average discount rate ⁽¹⁾		10.00	%		7.53	%		10.00	%		7.63	%

⁽¹⁾

The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases.

The following table includes other quantitative information for the Company’s leases for the periods indicated:

SCHEDULE OF CASH FLOW INFORMATION RELATED TO LEASES

	2023		2022
	Nine Months Ended July 31,
	2023		2022
Cash paid for amounts included in measurement of lease liabilities
Cash payments for operating leases	$	111,100	$	53,302
Cash payments for finance leases	$	46,775	$	59,588

The Company recorded amortization of the operating lease right-of-use asset of $12,345 and $38,032, and $13,716 and $42,256 for the three and nine months ended July 31, 2023 and 2022, respectively.

NOTE 7 – DEBT

The table below presents outstanding debt instruments as of July 31, 2023 and October 31, 2022:

SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS

	July 31, 2023			October 31, 2022

Short Term
2021 Series convertible notes – related party	$	480,000		$	-
Total Short-Term Debt		480,000			-
Long Term
Unsecured 6% note payable – related party	$	767,288		$	767,288
Unsecured 4% note payable – related party		1,221,958			1,221,958
2021 Series convertible notes – related party		-			480,000
2022 Series convertible notes		200,000			200,000
2023 Series convertible notes – stock settled		405,000			-
Discount 2023 Series convertible notes		(67,160	)		-
2023 Series B convertible notes – stock settled		1,312,600			-
Discount 2023 Series B convertible notes		(908,294	)		-
Total Long-Term Debt		2,931,392			2,669,246
Total Debt	$	3,411,392		$	2,669,246

The table below presents the future maturities of outstanding debt obligations as of July 31, 2023:

SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS


Fiscal year 2023	$	-
Fiscal year 2024		480,000
Fiscal year 2025		-
Fiscal year 2026		1,989,246
Fiscal year 2027		200,000
Fiscal year 2028		1,717,600
Total	$	4,386,846

Unsecured 6% Note Payable Related Party

Interest expense on this note was $11,604 and $34,433, and $11,604 and $34,433 for the three and nine months ended July 31, 2023 and 2022, respectively. Accrued interest on this note was $126,509 and $92,076 as of July 31, 2023 and October 31, 2022, respectively.

Unsecured 4% Note Payable - Related Party

Interest expense on this note was $12,320 and $36,558, and $12,320 and $36,558 for the three and nine months ended July 31, 2023, and 2022, respectively. Accrued interest on this note was $134,314 and $97,756 as of July 31, 2023 and October 31, 2022, respectively.

2021 Series Convertible Notes - Related Party

The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $480,000 and $480,000 as of July 31, 2023 and October 31, 2022, respectively. The note matures on July 31, 2024. During the three and nine months ended July 31, 2023 and 2022, the Company recorded $6,050 and $17,951, and $6,049 and $25,227, respectively, in interest expense. As of July 31, 2023 and October 31, 2022, accrued, but unpaid, interest on these notes was $47,934 and $29,983, respectively.

Senior Secured Convertible Note Payable

The outstanding balance of the note was $0 and $0 as of July 31, 2023 and October 31, 2022, respectively. Accrued interest recorded as of July 31, 2023 and October 31, 2022, amounted to $0 and $0 respectively. Interest expense was $0 and $0, and $0 and $46,849 for the three and nine months ended July 31, 2023 and 2022, respectively.

2022 Series Convertible Notes

During the three and nine months ended July 31, 2023 and 2022, the Company recorded $2,521 and $7,480, and $685 and $685 in interest expense on these notes, respectively. As of July 31, 2023 and October 31, 2022, the Company had accrued $10,685 and $3,205, respectively, in interest on these notes.

2023 Series Convertible Notes – Stock Settled

On January 6, 2023, the Company sold $405,000 of its 8%, 2023 Series Convertible Notes - Stock Settled (the “January 2023 Notes”) and common stock purchase warrants (“January 2023 Warrants”) to five investors.

On various dates during March and April 2023, the Company sold $787,600 of its 8%, 2023 Series B Convertible Notes - Stock Settled (the “March 2023 Notes”) and common stock purchase warrants (“March 2023 Warrants”) to six investors.

On various dates during June and July 2023, the Company sold $525,000 of its 8%, 2023 Series B Convertible Notes - Stock Settled (the “June 2023 Notes”) and common stock purchase warrants (“June 2023 Warrants”) to three investors.

The sale and purchase were made through a Convertible Note and Warrant Purchase Agreement (“Purchase Agreement”) entered into with each investor. The Company followed the guidance of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) ASC 480 “Distinguishing Liabilities from Equity” to account for the stock settled debt and ASC 815 “Derivatives and Hedging” to account for the derivative related to the notes and also to determine the number of warrants to be issued at the time of the issuance of the January 2023 Notes, March 2023 Notes, or the June 2023 Notes.

Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes bear interest at the rate of eight per cent per annum and are payable solely in shares of ~~its~~the Company’s common stock. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes may be converted at any time at the option of the holder and are payable in full at the earliest of (i) the completion of a “Qualified Financing,” as defined below, (ii) a change in control, (iii) in the event of default, or (iv) the maturity date, which is five years from the date of issuance. A Qualified Financing is defined in the Purchase Agreement as any financing completed after the date of issuance of either the January 2023 Notes, March 2023 Notes, or June 2023 Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $5 million. Upon completion of a Qualified Financing, each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes is convertible into the securities issued in such financing (the “Qualified Financing Securities”) in an amount determined by dividing (i) the outstanding principal on the January 2023 Notes, March 2023 Notes, or June 2023 Notes plus all accrued interest by (ii) the lessor of (x) the “Discounted Qualified Financing Price” and (y) the “Capped Price.” In the event of a change in control or default, voluntary conversion or upon maturity, each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes is convertible into that number of shares of the Company’s common stock ~~to certain Directors and members~~that equals (i) the outstanding principal amount of each of the ~~Company~~’~~s advisory boards.~~ January 2023 Notes, March 2023 Notes, and June 2023 Notes plus any accrued but unpaid interest, divided by (ii) the Capped Price.

The ~~value~~Discounted Qualified Financing Price is defined as the per share price at which the shares of the ~~services~~Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75. The Capped Price is the per share price implied by a fully-diluted (on an as-converted to common stock basis), pre-money valuation of $200,000,000 for the Company.

Each January 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by 0.25 by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the January 2023 Note plus all accrued and unpaid interest thereon at the time of the January 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the January 2023 Warrant. In each case, the January 2023 Warrants are exercisable at a price of $16.25 per share (as adjusted for the July 2023, 1 to 26 reverse stock split) for a period of five years.

Each March 2023 Warrant and June 2023 Warrant issuable by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note plus all accrued and unpaid interest thereon at the time of conversion by (ii) the quotient of the Discounted Qualified Financing Price divided by 0.75, or (B) in connection with a Change of Control, by dividing (i) the sum of the aggregate outstanding principal amount of the March 2023 Note or June 2023 Note plus all accrued and unpaid interest thereon at the time of the March 2023 Note’s or June 2023 Note’s conversion, by (ii) the Capped Price, subject to adjustment as set forth in the March 2023 Warrant or June 2023 Warrant. In each case, the March 2023 Warrants and June 2023 Warrants are exercisable at a price of $16.25 per share for a period of five years.

Participation Rights. Each of the January 2023 Notes, March 2023 Notes, and June 2023 Notes entitle the holder to purchase in a Qualified Financing an amount of Qualified Financing Securities (as defined above) up to 200% of the aggregate principal amount of either the January 2023 Note, March, 2023 Note, or June 2023 Notes, respectively, subscribed for by such holder in this Offering.

The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the January 2023 Notes, March 2023 Notes, and June 2023 Notes. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a qualified financing. Therefore, the Company deemed that the January 2023 Notes, March 2023 Notes, and June 2023 were issued at a premium related to the definition of Discounted Qualified Financing Price contained in the Purchase Agreement. The premium recognized at the inception of January 2023 Notes was $135,000, the premium recognized at the inception of the March 2023 Notes was $262,533, and the premium recognized at the inception of the June 2023 Notes was $175,000.

The Company assessed the January 2023 Warrants, March 2023 Warrants, and June 2023 first under ASC 480. Based on the attributes of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants, the Company determined that each are outside of the scope of ASC 480 and proceeded to assess each under ASC 815 to determine if any are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the January 2023 Warrants, March 2023 Warrants, and June 2023 Warrants are not the inputs per 815-40-15-7E, none are deemed to be indexed to the Company’s own stock and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value. At issuance, the Company recorded a warrant liability related to the January 2023 Warrants of $73,213, which amount is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $135,000 and the warrant liability of $73,213 resulted in the recognition of a debt discount of $208,213 at issuance of the January 2023 Notes and January 2023 Warrants. Further, at issuance of the March 2023 Warrants, the Company recorded a warrant liability of $568,574, which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $262,533 and the warrant liability of $568,574 resulted in the recognition of a debt discount of $831,108 at issuance of the March 2023 Notes and March 2023 Warrants. Lastly, at issuance of the June 2023 Warrants, the Company recorded a warrant liability of $354,810, which is remeasured at fair market value at the end of each reporting period. The combination of the premium related to the conversion feature of $175,000 and the warrant liability of $354,180 resulted in the recognition of a debt discount of $529,810 at issuance of the June 2023 Notes and June 2023 Warrants.

The combination of the $135,000 premium associated with the conversion feature of the January 2023 Notes and the $208,213 discount associated with the January 2023 Warrants results in a net discount of $73,213 that is accreted over five years utilizing the effective interest method. The effective interest rate for both the three and nine months ended July 31, 2023 is 13.0%. During the three and nine months ended July 31, 2023, the Company recorded accretion expense of $2,784 and $6,052, respectively, and a gain on the fair value of the warrant liability of 5,871 and $6,057, respectively, with no comparable amounts in the prior periods.

The combination of the $262,533 premium associated with the conversion feature of the March 2023 Notes and the $831,108 discount associated with the March 2023 Warrants results in a net discount of $568,574 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three and nine months ended July 31, 2023 is 44.6%. During the three and nine months ended July 31, 2023, the Company recorded accretion expense of $9,073 and $12,083, respectively, and a gain on the fair value of the warrant liability of $45,667 and $46,187, respectively, with no comparable amounts in the prior period.

The combination of the $175,000 premium associated with the conversion feature of the June 2023 Notes and the $529,810 discount associated with the June 2023 Warrants results in a net discount of $354,810 that is accreted over five years utilizing the effective interest method. The effective interest rate for the three months ended July 31, 2023 is 39.5%. During the three months ended July 31, 2023, the Company recorded accretion expense of $3,007 and a gain on the fair value of the warrant liability of $6,596 with no comparable amounts in the prior period.

During the three and nine months ended July 31, 2023 the Company recorded $8,167 and $18,074 in interest expense on the January 2023 Notes, respectively. During the three and nine months ended July 31, 2023, the Company recorded $15,880 and $21,432 in interest expense on the March 2023 Notes, respectively. During the three and nine months ended July 31, 2023, the Company recorded $4,964 and $4,964 in interest expense on the June 2023 Notes, respectively. As of July 31, 2023 and October 31, 2022, the Company had accrued $18,074 and $0, respectively, in interest on the January 2023 Notes. As of July 31, 2023 and October 31, 2022, the Company had accrued $21,432 and $0, respectively, in interest on the March 2023 Notes. As of July 31, 2023 and October 31, 2022, the Company had accrued $4,964 and $0, respectively, in interest on the June 2023 Notes.

NOTE 8– STOCKHOLDERS’ EQUITY

Preferred Stock

The Company has authorized 5,000,000 shares of $0.001 par value Preferred Stock, of which 250,000 were designated as Series A Convertible Preferred Shares. As of July 31, 2023 and October 31, 2022, 0 and 0 shares of Series A Convertible Preferred Stock were issued and outstanding.

Activity for the nine months ended July 31, 2023

There were no sales or grants of preferred shares during the nine months ended July 31, 2023.

Activity for the nine months ended July 31, 2022

There were no sales of Series A Convertible Preferred Shares during the nine months ended July 31, 2022.

On March 31, 2022, the holders of all 136,059 shares of Series A Convertible Preferred Stock outstanding converted those shares into 569,463 shares of Common Stock of the Company at $6.50 per share. As of July 31, 2022, there were no Series A Convertible Preferred Shares outstanding.

Dividend

The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8% based on the stated value per share, payable when declared by the issuance of Company common stock at ~~the time the shares are considered issued. The amounts are capitalized to equity as~~ “~~services prepaid with common stock~~” ~~on the Company~~’~~s balance sheets until the services are considered earned, at which time they are expensed as stock-based compensation and removed~~$6.50 per share. Dividends were cumulative from ~~equity.~~

~~On April 1, 2014, the Company~~’~~s Board of Directors ratified the issuance of 114,943 shares of the Company~~’s common stock to Mr. Pete Shuster, Director, as compensation for services for fiscal year ending October 31, 2014. The transaction was valued at $10,000 or $0.087 per share, which was the weighted average closing price of the Company’~~s common stock for the last twenty days preceding~~ the date of the ~~transaction.~~final closing of the private placement, whether or not, in any dividend period or periods, the Company had assets legally available for the payment of such dividends. Accumulations of dividends on shares of Series A Convertible Preferred Shares do not bear interest. Dividends are payable upon declaration by the Board of Directors. All accrued but unpaid dividends were paid when the Preferred Stock was converted in March 2022.

Cumulative dividends earned as of July 31, 2023 and 2022 are set forth in the table below:

SCHEDULE OF CUMULATIVE DIVIDENDS

	Stockholders at Period End			Accumulated Dividends
Balance at October 31, 2021		35		$	173,496
Issued		-			126,542
Converted		(35	)		(300,038	)
Balance at July 31, 2022		-		$	-

Balance at October 31, 2022		-		$	-
Issued		-			-
Converted		-			-
Balance at July 31, 2023		-		$	-

Common Stock

On June 23, 2023, the Board of Directors of the Company approved the Reverse Stock Split of the Company’s (a) authorized shares of Common Stock; and (b) issued and outstanding shares of Common Stock, which became effective on July 6, 2023.

As of July 31, 2023, the Company had authorized 19,230,770 shares of $0.001 par value common stock. As of July 31, 2023 and October 31, 2022, 4,430,545, and 4,430,545 shares were issued and outstanding, respectively.

There were no grants of common shares during the nine months ended July 31, 2023.

Activity for the nine months ended July 31, 2022

On February 22, 2022, the Company issued 142,788 Common Shares at $26.00, in connection with the conversion of the Senior Secured Convertible Note Payable in the amount of $3,000,000 along with accrued interest of $17,157. The Company recorded a loss of $695,342 in connection with the conversion of the note.

On March 31, 2022, the Company issued 569,463 Common Shares at $6.50 in connection with the conversion of 136,059 shares of Series A Convertible Preferred Stock.

On April 15, 2022, the Company issued 11,945 Common Shares in connection with the conversion of $300,000 in principal together with $10,562 in accrued interest of a 2021 Series Note held by the then Chief Executive Officer of the Company Dr. Jack Zamora. The Common Shares were issued at $26.00 per share.

On April 15, 2022, the Company issued 796 Common Shares in connection with the conversion of $20,000 in principal together with $704 in accrued interest of a 2021 Series Note. The Common Shares were issued at $26.00 per share.

Stock-Based Compensation

There were no grants of stock purchase options during the nine months ended July 31, 2023.

Activity for the nine months ended July 31, 2022

On March 1, 2022, the Company issued 13,460 stock purchase options to an employee and a consultant to the Company. The options are exercisable at $26.00 per share. Options granted on March 1, 2022, vest as follows 2,306 of the total issued vested at the date of grant, 3,718 of the total issued vest on each anniversary date until fully vested. The options are exercisable for a period of ten years.

On July 6, 2022, the Company issued 192,307 stock purchase options to the newly appointed Chief Executive Officer of the Company. The options are exercisable at $26.00 per share and vest as follows: 38,461 vested at the date of grant and 38,461 vest on each anniversary date so long as the executive remains affiliated with the Company. The options are exercisable for a period of ten years.

Grants during the nine months ended July 31, 2022, were all considered to be non-qualified.

The fair value of the options granted during the periods presented, was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

SCHEDULE OF FAIR VALUE OPTIONS ASSUMPTIONS

	July 31, 2023		July 31, 2022
Risk-free interest rate		-		1.67%-2.99	%
Dividend yield		-		0.00
Volatility factor		-		195%-198	%
Weighted average expected life		-		10

The table below presents option activity for the nine months ended July 31, 2023 and 2022:

SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION

	Number of Shares			Weighted Average Exercise Price per Share			Weighted Average Remaining Contractual Life (in years)			Aggregate intrinsic value
Balance at October 31, 2021		1,085,769		$	8.18			7.56		$	1,395,000
Options exercised		-			-			-			-
Options granted		205,767			26.00			9.91			2,675,000
Options expired		-			-			-			-
Options forfeited		(167,460	)		(13.00	)		(8.9	)		(2,247,140	)
Balance at July 31, 2022		1,124,076		$	10.79			7.89		$	19,420,800

Balance at October 31, 2022		1,124,076			10.79			7.64			19,873,680
Options exercised		-			-			-			-
Options granted		-			-			-			-
Options expired		-			-			-			-
Options forfeited		(1,922	)		(4.94	)		(6.42	)		-
Balance at July 31, 2023		1,122,154		$	10.80			6.89		$	19,873,680

Stock based compensation expense related to options for the three and nine months ended July 31, 2023 and 2022 amounted to $386,616 and $902,688, and $1,258,797 and $1,804,087 respectively. As of July 31, 2023 and October 31, 2022, 808,000 and 734,666 options were exercisable, respectively. Unrecognized compensation expense related to outstanding options amounted to $3,897,397 and $5,072,280 as of July 31, 2023 and October 31, 2022, respectively.

Warrants

During the nine months ended July 31, 2023 and 2022 the Company did not issue any warrants.

A summary of the Company’s common stock underlying the outstanding warrants as of July 31, 2023 and July 31, 2022 is as follows:

SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS

	Underlying Number of Shares			Average Exercise Price		Weighted Average Life
Outstanding – October 31, 2021		523,300		$	19.50		3.32
Warrants A – Granted during the period		-			-		-
Warrants B – Granted during the period		-			-		-
Warrants A – Expired during the period		-			-		-
Warrants B – Expired during the period		-			-		-
Outstanding – July 31, 2022		523,300		$	19.50		2.57

Outstanding at October 31, 2022		523,300			19.50		2.32
Warrants A – Granted during the period		-			-		-
Warrants B – Granted during the period		-			-		-
Warrants A – Expired during the period		(74,623	)		13.00		-
Warrants B – Expired during the period		-			-		-
Outstanding – July 31, 2023		448,677		$	20.58		1.89

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Employment agreements

On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $400,000 and an annual bonus of up to 100% of his base salary. In addition, Mr. Furman received 192,307 options to purchase common stock at an exercise price of $26.00 per common share. On July 6, 2022, 38,461 of these options vested, with an additional 38,461 options vesting on July 6 in each of the next four years so long as Mr. Furman remains affiliated with the Company.

On December 1, 2021, the Company and John Evans entered into a Consulting Agreement (“Evans Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The term of the Evans Consulting Agreement is for four years and initially compensates Mr. Evans in the amount of $200,000 per annum. This compensation will be increased to $250,000 per annum at the time that the Company receives a financing of $10 million or more. In connection with the execution of the Consulting Agreement, stock options granted to Mr. Evans in connection with the execution of his employment agreement on November 30, 2020 shall continue to vest according to their initial terms.

On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $125,000, which was subsequently increased to $200,000 per annum, for a term of five years. In addition, Mrs. States is eligible to receive an annual bonus in the form of cash in the amount of up to 50% of her base salary in the discretion of the CEO and Board of Directors. The States Agreement shall renew in one-year periods unless either Mrs. States or the Company gives notice that the agreement will not be renewed with a 90-day notice.

On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $150,000 per annum for a term of five years. In addition, Dr. Musick is eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary at the discretion of the CEO and the Board of Directors. Following expiration of the initial five-year term, the Musick Agreement renews in one-year periods unless either Dr. Musick or the Company gives notice that the agreement will not be renewed with a 90-day notice. In the event of a change in control, termination of his employment by the Company without cause or termination by Dr. Musick with good reason, the Company would be obligated to pay him certain severance payments.

On December 1, 2020, the Company entered into a new employment agreement with Dr. Jack Zamora, Chief Executive Officer and President (“Zamora Agreement”) with a term of five years. On November 20, 2022, the Company entered into a Mutual Release and Settlement Agreement with Dr. Zamora relating to his separation from the Company (the “Settlement Agreement”). Among other things, the Settlement Agreement provides that Dr. Zamora in not entitled to any additional compensation from the Company under the Zamora Agreement. See Note 10 for additional information relating to the Settlement Agreement.

On October 1, 2021, the Company appointed Nathan Haas as the Chief Financial Officer and entered into an employment agreement with him. Pursuant to the terms the Nathan Haas CFO Agreement, the Company agreed to pay Mr. Haas a base salary of $175,000 per annum for a term of five years. In addition, Mr. Haas is eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary payable at the discretion of the CEO and Board of Directors. Following the initial five-year term, the Nathan Haas Agreement would renew in one-year periods unless either Mr. Haas or the Company gave notice that the agreement would not be renewed with a 90-day notice.

On August 1, 2021, the Company entered into a new employment agreement (the “Tanner Haas Agreement”) with Tanner Haas, the chief executive officer of Fitore at the time. The Company agreed to pay Mr. Haas a base salary of $135,000 per annum for a term of five years. In addition, Mr. Haas was eligible to receive an annual bonus in the form of cash in the amount of up to 100% of his base salary payable at the discretion of the CEO and Board of Directors. The Tanner Haas Agreement was to renew in one-year periods unless either Mr. Haas or the Company gave notice that the agreement would not be renewed with a 90-day notice. Effective June 30, 2022, Mr. Hass’ employment with Fitore was terminated. He was entitled to severance of one year’s salary, paid over the ensuing 12 months.

NOTE 10 – RELATED PARTY TRANSACTIONS

Settlement Agreement with Dr. Zamora

As part of the Settlement Agreement dated November 20, 2022 (the “Effective Date”), the parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Dr. Zamora’s Employment Agreement that survive termination of employment were modified to provide that Dr. Zamora shall not, for a period of one year from the Effective Date, “directly or indirectly solicit any person who has been a customer or employee of the Company during the period of one (1) year prior to the Effective Date.” The Settlement Agreement also provides for the termination of all previous supply agreements between the Company and Dr. Zamora, effective immediately, with such previous agreements to be replaced by the Supply Agreement described below.

Standstill Agreement

On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Standstill Agreement with Dr. Zamora (the “Standstill Agreement”).

Supply Agreement

On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Supply Agreement with Dr. Zamora (the “Supply Agreement”), pursuant to which the Company agreed to provide InfiniVive MD Exosome Serum and InfiniVive Daily Serum (the “Cosmetic Products”) to Dr. Zamora at his request. The provision of the Cosmetic Products under the Supply Agreement is subject to minimum and maximum quantity limitations. The Supply Agreement is effective for a period of five years, unless earlier terminated. The Company or Dr. Zamora may terminate the Supply Agreement immediately in prescribed circumstances, including if either party defaults with respect to its obligations under the Supply Agreement and, if the default is capable of being cured, does not cure such default within 30 days after receiving notice of such default. If the Supply Agreement is deemed terminated by Dr. Zamora for failure of the Company to supply the Cosmetic Products in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect.

Memorandum of Understanding

On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Memorandum of Understanding with Dr. Zamora (the “MOU”) in order to support clinical research for the Company’s AlloRx® stem cells (“AlloRx”). Under the MOU, the Company agreed to provide AlloRx at a specified price to international clinical research facilities or other clinics with which Dr. Zamora may become affiliated, provided that certain regulatory conditions are satisfied, including proof of satisfaction of applicable United States and local legal requirements. The MOU will be effective for a period of five years, unless earlier terminated or replaced by mutual written agreement between Dr. Zamora and the Company. The MOU may also be earlier terminated in the event any clinic or the Company materially breaches the terms and conditions of the MOU. In the event the MOU is terminated by Dr. Zamora for failure of the Company to supply AlloRx in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect.

Accounts Receivable and Revenues

Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See Note 9 for more information regarding Dr. Zamora.) As of July 31, 2023 and October 31, 2022, Dr. Zamora owed the Company $0 and $0, respectively. During the three and nine months ended July 31, 2023 and 2022, Dr. Zamora accounted for $15,750 and $33,750, and $0 and $30,500 in product sales, respectively. These sales amounts were 3% and 1% of total sales, respectively, for the nine months ended July 31, 2023 and 2022.

Accounts Payable and Other Accrued Liabilities

The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of July 31, 2023 and October 31, 2022, the Company owes this entity $11,289 and $0, respectively, in past due rent. The rental rates charged to the Company, $5,645 per month, are consistent with commercial rental rates in the area.

As of July 31, 2023 and October 31, 2022, the Company owed an entity controlled by Dr. Zamora $0 and $137,953, respectively, for goods and services paid for on behalf of the Company by the related entity. Amounts due to Dr. Zamora were relieved in November 2022 as part of the Settlement Agreement as described elsewhere herein.

As of July 31, 2023 and October 31, 2022, the Company owed the former CEO of Fitore $0 and $94,559 respectively, in severance pay and related taxes.

Convertible Notes, Debt Discount and Accrued Interest

On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $1,000,000 to the four former shareholders of Fitore. The notes earned interest at 5%, mature on July 31, 2024 and are convertible, at the holder’s option, at $26.00 per common share. On October 22, 2021, the holder of $200,000 of the convertible notes converted the note and accrued but unpaid interest into four Series A Preferred Stock units. On April 15, 2022, the holders of $320,000 of the convertible notes converted the notes and accrued but unpaid interest into 12,741 shares of common stock. The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $480,000 and $480,000 as of July 31, 2023 and October 31, 2022, respectively. During the three and nine months ended July 31, 2023 and 2022, the Company recorded $6,050 and $17,951, and $6,050 and $25,227, respectively, in interest expense related to these notes. As of July 31, 2023 and October 31, 2022, accrued, but unpaid, interest on these notes was $47,934 and $29,983, respectively.

NOTE 11 – SUBSEQUENT EVENTS

We have evaluated events occurring subsequent to July 31, 2023 and note no events that would require disclosure.

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

In the following discussion, “Vitro”.,” the “Company,” “we,” “our,” and “us” refer to Vitro BioPharma, Inc., and its subsidiaries, as the context requires.

The following discussion analyzes our operating results for the three and nine months ended July 31, 2023 and compares those results to results for the three and nine months ended July 31, 2022. The discussion below also analyzes our liquidity and capital resources as of July 31, 2023 and material changes in those resources since the October 31, 2022. We suggest that you read the following information in conjunction with our unaudited consolidated financial statements for the three and nine months ended July 31, 2023 and 2022 contained elsewhere in this Report and our audited consolidated financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Form 10-K. Further, we encourage you to review the Special Note Regarding Forward-Looking Statements.

Overview

We are an innovative biotechnology company targeting autoimmune diseases and inflammatory disorders, with an ancillary focus in the research services and cosmeceutical fields. With respect to our regenerative medicine business, we are developing novel cellular therapeutic candidates intended to address significant unmet medical needs. In the United States, we are authorized to conduct two clinical trials under two FDA IND applications to assess the safety and efficacy of AlloRx Stem Cell therapy in PTHS and Long COVID, and expect to commence those trials in late 2023 pending receipt of sufficient working capital. We generate revenue from our other technologies through a number of other activities, including through the sale of our stem cell products as well as cosmeceuticals through InfiniVive MD, our wholly-owned subsidiary, which helps to alleviate our capital expenses.

Reverse Stock Split

On June 23, 2023, the Board of Directors of the Company approved a 1-for-26 reverse stock split (the “Reverse Stock Split”) of the Company’s (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock.The Reverse Stock Split became effective upon acceptance of the Company’s filing of a Certificate of Change with the Secretary of State of the State of Nevada on July 6, 2023 (the “Effective Date”). On the Effective Date, the total number of shares of the Company’s common stock held by each stockholder was converted automatically into a number of whole shares of common stock equal to (i) the number of issued and outstanding shares of common stock held by such shareholder immediately prior to the Reverse Stock Split, divided by (ii) 26, with any resulting fractional shares being treated as discussed below. No fractional shares were issued in connection with the Reverse Stock Split. Instead, (a) holders of certificates or book-entry positions representing fewer than 26 shares of common stock prior to the Effective Date (who would otherwise be entitled to receive fractional shares) received cash in lieu of such fractional share interests, based upon an estimated fair value of $6.00 per whole share following the Reverse Stock Split, and (b) holders of certificates or book-entry positions representing more than 26 shares of common stock prior to the Effective Date (who would otherwise be entitled to receive fractional shares) received one additional whole share in lieu of any such fractional share interests.

Components of Operating Results

Revenue

We generate revenue primarily from our proprietary products and technologies, including through supplying AlloRx Stem Cells, CAFs, native fibroblasts and other stem cell products and technologies developed by us. We have also generated consulting revenue from the Joint Operating Agreement (as subsequently amended, the “JOA”) among the Company, European Wellness Biomedical Group (“European Wellness”), a multinational company based in Europe, and its U.S. subsidiary, Bio Peptides LLC (“BioPep”), however, deliverables under the JOA were suspended since April 2023 pending discussions regarding amounts believed to be owed to us under the JOA for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the JOA, which could have an adverse effect on our revenue, cash flow, operating results and financial condition. Furthermore, the JOA expired in accordance with its terms on July 31, 2023. While discussions are ongoing, management does not currently expect our agreement with European Wellness to be renewed beyond its expiration date. Regardless of whether the agreement is renewed, however, we intend to continue to seek to recover all amounts believed to be owed to us under that agreement for work completed.

In addition, our acquisitions of InfiniVive MD, and to a lesser extent, Fitore, provide us revenue through sales of topical cosmetic conditioned media and exosomes serums through InfiniVive MD and sales of dietary supplements, nutraceuticals and health products through Fitore. However, we expect that sales of Fitore products in the future will be limited, as we are currently selling such products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional Fitore products in the foreseeable future or at all. We also terminated the chief executive officer and all other employees of Fitore as of June 2022.

Selling, General and Administrative Expenses

Selling, General and Administrative (“SG&A”) expenses consist of salaries and other related costs, stock-based compensation, legal fees relating to corporate matters, other professional fees for accounting, auditing, tax and consulting services, insurance costs, travel expenses, and facility-related expenses.

We expect that our SG&A expenses will increase in the future as we expect to increase our headcount to support increased research and development activities relating to our clinical programs. We also expect to incur increased SG&A expenses associated with being a public company, including costs of accounting, audit, legal, regulatory and tax-related services associated with maintaining compliance with stock exchange and SEC requirements, director and officer insurance costs, and investor and public relations costs.

Research and Development Expenses

All our research and development expenses to date have been incurred in connection with the discovery and development of our research products and product candidates. We expect our research and development expenses to increase significantly for the foreseeable future when we commence clinical trials and advance the pre-clinical and clinical development of our programs, including the conduct of our planned clinical trials.

Research and development expenses consist of personnel-related costs, including salaries, benefits, and non-cash stock-based compensation, external research and development expenses incurred under arrangements with third parties, laboratory supplies, costs to acquire and license technologies aligned with our goal of translating engineered cells to medicines, facility and other allocated expenses, including rent, depreciation, and allocated overhead costs, and other research and development expenses. Where appropriate, we will allocate our third-party research and development expenses on a program-by-program basis.

The successful development of product candidates is highly uncertain and subject to numerous risks and uncertainties.

Accordingly, at this time, we cannot reasonably estimate the nature, timing or costs required to complete the remaining development of any product candidates and to obtain regulatory approval for one or more of these product candidates.

Other Income and Expenses

Other income/expense consisted of interest expense on our outstanding debt.

Going Concern

Our consolidated financial statements contained in this Report have been prepared assuming that we will continue as a going concern, which contemplates the continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business. As reflected in our consolidated financial statements, we have an accumulated deficit as of July 31, 2023 of $26.2 million. We incurred net losses of approximately $3.5 million and $6.9 million during the nine months ended July 31, 2023 and the year ended October 31, 2022, respectively. We used cash in operating activities of $2.0 million and $1.4 million for the nine months ended July 31, 2023 and 2022, respectively. We had a working capital deficit of approximately $769,000 as of July 31, 2023. These factors raise substantial doubt about our ability to continue as a going concern.

We have commenced the execution of our long-range business plan and efforts to generate additional revenue; however, our current cash position is not sufficient to support our daily operations for the next 12 months. Our ability to continue as a going concern is dependent upon our ability to raise additional funds through debt or equity financings and our ability to further implement our business plan and generate additional revenue.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

Results of Operations

The following table summarizes our operating results for the three months ended July 31, 2023 and 2022:

	Three Months Ended July 31,
	2023			2022

Product sales	$	561,490		$	665,841
Product sales, related parties		15,750			-
Total revenue		577,240			665,841
Less: Cost of goods sold		(96,815	)		(138,189	)
Gross profit		480,425			527,652
Selling, general and administrative expenses		(1,486,866	)		(2,222,487	)
Research and development		(33,146	)		(79,071	)
Impairment expense		-			(914,091	)
Interest expense		(81,976	)		(37,994	)
Other project income, net		191,746			-
Unrealized Gain on Derivative/Warrant liability		58,133			-
Net Loss	$	(871,684	)	$	(2,725,991	)

Net Loss

We recorded a net loss of $871,684 in the three months ended July 31, 2023, a decrease of $1,854,307 from the three months ended July 31, 2022, or 68%. The decreased loss in the three months ended July 31, 2023 was due primarily to an impairment expense of $914,091 that was recorded in the three months ended July 31, 2022 and no corresponding cost in the three months ended July 31, 2023. In addition, there were decreases in selling, general and administrative (“SG&A”) expenses in the three months ended July 31, 2023, as discussed further below. Interest expense increased during the three months ended July 31, 2023 due to the issuance of the 8% 2023 Series and 2023 Series B notes. We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.

Product Sales

Total revenue in the three months ended July 31, 2023 decreased by $88,601, or 13%, from the three months ended July 31, 2022. The decrease is attributable to the factors described below, primarily reduced sales of AlloRx Stem Cells to foreign third-party clinics. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore, There was no consulting revenue recognized in the three months ended July 31, 2023 or 2022.

During the three months ended July 31, 2023 and 2022, research and development product sales were $284,306 and $189,745, respectively, an increase in the three months ended July 31, 2023 of $94,561, or 50%. The increase was attributable to biopharmaceutical institutions, university research labs and clinics purchasing more CAFs and native fibroblasts in the three months ended July 31, 2023. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions.

Sales of AlloRx Stem Cells to foreign third-party clinics for the three months ended July 31, 2023 and 2022 were $217,991 and $432,000 respectively, a decrease of $214,009, or 50%. The decrease is attributable to diminished sales volumes, as third-party clinics for which we supply AlloRx Stem Cells treated less patients during the three months ended July 31, 2023. Despite the decrease, we expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients as international travel continues to pick back up.

For the three months ended July 31, 2023 and 2022, InfiniVive MD revenue amounted to $60,159 and $0, respectively. The increase was attributable to the temporary respite in sales of InfiniVive MD products in the three months ended July 31, 2022 while we conducted an investigation into the potential improper administration of this product by medical professionals that have purchased this product directly from us or via distribution from other medical professionals. Upon completion of the investigation, it was determined that InfiniVive MD’s Exosome Serum was not being misused or misapplied and, following discussion with our legal advisors specializing in regulations relevant to the sale of our products, we resumed sales of InfiniVive MD’s Exosome Serum. This voluntarily suspension of sales of InfiniVive MD’s Exosome Serum in the United States did not have a material impact on our operating results for fiscal year 2022.

For the three months ended July 31, 2023 and 2022, Fitore product revenue amounted to $14,783 and $44,096, respectively. Fitore revenues were lower in the three months ended July 31, 2023 due to reduced efforts at marketing Fitore products, compared to the three months ended July 31, 2022. We are currently selling Fitore products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional Fitore products in the foreseeable future or at all. We expect that sales of Fitore products in the future will be limited.

Product Sales – Related Parties

Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for the three months ended July 31, 2023 and 2022, were $15,750 and $0, respectively.

Cost of Goods Sold

Our cost of goods sold during the three months ended July 31, 2023 totaled $96,815 compared to $138,189 during the three months ended July 31, 2022, a decrease of $41,374, or 30%, resulting in gross profit of $480,425 and $527,652 for the three months ended July 31, 2023 and 2022, respectively. The gross profit percentages for the three months ended July 31, 2023 and 2022 were 83% and 79%, respectively. Cost of goods sold, as a percentage of product sales remained generally consistent for the three months ended July 31, 2023 and 2022. The overall decrease in gross profit in the three months ended July 31, 2023 was primarily attributable to a decrease in revenue from product sales, as discussed above under “Product Sales.”

Selling, General and Administrative Expenses

SG&A expenses decreased from $2,222,487 in the three months ended July 31, 2022 to $1,486,866 in the three months ended July 31, 2023. This decrease of $735,621 or 33% was primarily due to a decrease in stock-based compensation of $872,181 and reductions in advertising expense of $62,846, partially offset by increases in other expense items, such as directors’ and officers’ insurance $47,919 and professional fees $118,284.

Research and Development

Research and development expenses for the three months ended July 31, 2023 and 2022 were $33,146 and $79,071, respectively, a decrease of $45,925 or 58%, as the Company continues working to identify additional indications for the study of AlloRx Stem Cell therapy and to prepare AlloRx Stem Cell therapy for future Phase 1/2a clinical trials for PTHS and Long COVID which have been authorized by the FDA. In the three months ended July 31, 2023, the Company primarily continued its efforts to prepare AlloRx Stem Cell therapy for future clinical trials. In the three months ended July 31, 2022, in addition to such preparation activities, significant testing was conducted, including to detect any contaminants, diseases and pathogens, for AlloRx Stem Cell therapy.

Interest Expense

Interest expense for the three months ended July 31, 2023 was $81,976, an increase of $43,982 from the interest expense for the three months ended July 31, 2022 of $37,994. This increase is related to the issuance of 8% convertible promissory notes (the “8% Convertible Notes”) at various dates between January 2023 through July 2023. The interest expense related to the remaining debt on our balance sheet of approximately $4.4 million is expected to be all non-cash interest expense.

Other Project Income, Net

As of July 31, 2023, upon the expiration of the JOA, the Company recognized $250,000 as other project income that was deemed as non-refundable by the JOA and offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.

Unrealized Gain on Derivative/Warrant Liability

During the three months ended July 31, 2023, we issued 8% Convertible Notes in the aggregate principal amount of $525,000, bringing the total of ~~$7,500~~such notes issued to $1,717,600. In connection with these notes, the Company recognized a Derivative/Warrant liability. At July 31, 2023, this liability was ~~charged~~marked to ~~operations~~market, resulting in an unrealized gain of $58,133.

Results of Operations

The following table summarizes our operating results for the nine months ended July 31, 2023 and 2022:

	Nine Months Ended July 31,
	2023			2022

Product sales	$	1,170,364		$	2,344,165
Product sales, related parties		33,750			30,500
Consulting revenue		25,000			500,000
Total revenue		1,229,114			2,874,665
Less: Cost of goods sold		(225,960	)		(434,051	)
Gross profit		1,003,154			2,440,614
Selling, general and administrative expenses		(4,445,217	)		(4,947,485	)
Research and development		(106,426	)		(147,112	)
Interest expense		(178,606	)		(159,697	)
Impairment expense		-			(914,091	)
Loss on conversion of senior secured note payable		-			(695,342	)
Other project income, net		191,746			-
Unrealized Gain on Derivative/Warrant liability		58,840			-
Net Loss	$	(3,476,509	)	$	(4,423,113	)
Deemed dividend on convertible preferred stock		-			(793,175	)
Cumulative convertible preferred stock dividend requirement		-			(111,333	)
Net Loss to Common Stockholders	$	(3,476,509	)	$	(5,327,621	)

Net Loss

We recorded a net loss of $3,476,509 in the nine months ended July 31, 2023, a decrease of $946,604 or 21% from the nine months ended July 31, 2022. The decreased loss in the nine months ended July 31, 2023 was due primarily to an impairment expense of $914,091 and a loss on conversion of a senior secured note payable of $695,342 that were each recorded in the nine months ended July 31, 2022 and no corresponding cost or loss on conversion in the nine months ended July 31, 2023, offset by a 49% reduction in product sales revenue attributable to diminished sales volumes in the nine months ended July 21, 2023, coupled with decreased consulting revenue, of which $500,000 was recognized in the nine months ended July 31, 2022, and only $25,000 in the nine months ended July 31, 2023. In addition, there was a modest decrease in selling, general and administrative expenses in the nine months ended July 31, 2023, as ~~stock~~discussed further below. Interest expense increased during the nine months ended July 31, 2023 due to the issuance of new 8% Convertible Notes during 2023. We expect to continue reporting losses until such time, if ever, we can improve the operation of our newly acquired subsidiaries and/or commercialize one or more of our product candidates and generate sales sufficient to offset our operating costs and expenses and interest expenses.

Net Loss to Common Stockholders

In connection with the sale of the Series A Convertible Preferred Stock in Fiscal 2020 and 2021, we determined that there was an embedded conversion feature associated with the value of the beneficial conversion feature. The initial embedded conversion feature was initially determined to be $930,577. For the nine months ended July 31, 2022, the accretion of this embedded conversion feature was $793,175 and has been recorded as a deemed dividend. All of the Series A Convertible Preferred Stock was converted during the year ended October 31, 2022, so there was no corresponding accretion of dividend in the nine months ended July 31, 2023. Including the deemed dividend on the Series A Convertible Preferred Stock for the nine months ended July 31, 2022 and the cumulative dividend on that Preferred Stock, the net loss to common stockholders for that period was $5,327,621, or $1.32 per share.

Product Sales

Total product sales revenue in the nine months ended July 31, 2023 decreased by $1,170,551, or 49%, from the nine months ended July 31, 2022. The decrease is attributable to the factors described below, primarily reduced research and development product sales and reduced sales of AlloRx Stem Cells to foreign third-party clinics. Our revenue is generated by sales of research products, sales of AlloRx Stem Cells to foreign third-party clinics and medical centers, consulting revenue and sales from our subsidiaries, InfiniVive MD and Fitore.

During the nine months ended July 31, 2023 and 2022, research and development product sales were $307,324 and $871,480, respectively, a decrease in the nine months ended July 31, 2023 of $564,156 or 65%. The decrease was attributable to biopharmaceutical institutions, university research labs and clinics purchasing less CAFs and native fibroblasts in the nine months ended July 31, 2023. CAFs and native fibroblasts are used by such institutions for stem cell research and the development of advanced immunotherapy of cancer, and our sales to such institutions are generally completed on a purchase order basis and without minimum purchase obligations. As a result, sales volumes in a particular period may fluctuate based on the number of research programs then being pursued by such institutions. Although demand increased in the quarter ended July 31, 2023, we believe that demand in the first half of fiscal year 2023 was also impacted by strong sales of CAFs and native fibroblasts to such institutions in fiscal year 2022, as these institutions still had unused CAFs and native fibroblasts in their inventory.

Sales of AlloRx Stem Cells to foreign third-party clinics for the nine months ended July 31, 2023 and 2022 were $661,208 and $1,089,341 respectively, a decrease of $428,133 or 39%, again related to diminished sales volumes, as third-party clinics for which we supply AlloRx Stem Cells treated less patients during the nine months ended July 31, 2023. Despite the decrease, we expect AlloRx Stem Cell sales internationally to increase over the next year as these products expand into additional foreign third-party clinics and medical centers and our current foreign third-party clinics and medical center customers increase their total monthly patients.

For the nine months ended July 31, 2023 and 2022, InfiniVive MD revenue amounted to $183,148 and $232,021, respectively. The decrease was attributable to certified plastic surgeons, cosmetic surgeons, aestheticians and other medical professionals purchasing less InfiniVive MD products in the nine months ended July 31, 2023, as compared to the nine months ended July 31, 2022, resulting from less Company personnel and resources being devoted to marketing InfiniVive MD products in 2023 as compared to the same period in 2022.

For the nine months ended July 31, 2023 and 2022, Fitore product revenue amounted to $52,434 and $181,823, respectively. Fitore revenues were lower in the nine months ended July 31, 2023 due to reduced efforts at marketing Fitore products, compared to the nine months ended July 31, 2022. We are currently selling Fitore products solely from remaining inventory and with minimal marketing efforts, and do not anticipate manufacturing any additional products in the foreseeable future or at all. We expect that sales of Fitore products in the future will be limited.

Product Sales – Related Parties

Product sales to related parties are sales to the medical practice of Dr. Zamora, our former Chief Executive Officer. Such sales for in the nine months ended July 31, 2023 and 2022 were $33,750 and $30,500, respectively.

Consulting Revenue

During the nine months ended July 31, 2023 and 2022, our consulting revenue was derived from our JOA with European Wellness, which expired in accordance with its terms on July 31, 2023, under which we agreed to assist in the discovery, development and commercialization of biological products related to regenerative medicine. During the nine months ended July 31, 2022, we recognized $500,000 in revenue as we completed two milestones under the JOA. During the nine months ended July 31, 2023, we recognized $25,000 in consulting revenue under this agreement. In addition to the revenue that was recognized, we recorded deferred revenue of $650,000 related to those services during the year ended October 31, 2022. During the nine months ended July 31, 2023, we recorded an additional $285,005 in deferred revenue related to the JOA. As of July 31, 2023, upon the expiration of the JOA, the company recognized as other project income $250,000 that was deemed by the JOA as non-refundable, offset by $58,254 in project related expenses, as further described below (see “–Other Project Income, Net”).

Prior to the expiration of the agreement, we suspended deliverables under the agreement with European Wellness in April 2023 pending discussions regarding amounts believed to be owed to us under that agreement for work already completed. If those discussions are unsuccessful, we may not be able to collect all of the amounts believed to be owed to us or the other amounts originally expected to be received by us under the agreement, which could have an adverse effect on our revenue, cash flow, operating results and financial condition. While discussions are ongoing, management does not currently expect our JOA with European Wellness to be renewed beyond its expiration date. Regardless of whether the agreement is renewed, however, we intend to continue to seek to recover all amounts believed to be owed to us under that agreement for work completed. With the expiration of the JOA with European Wellness, we expect our consulting revenue in the future will be limited unless and until an alternative consulting partnership or collaboration becomes available to us.

Cost of Goods Sold

Our cost of goods sold during the nine months ended July 31, 2023 totaled $225,960 compared to $434,051 during the nine months ended July 31, 2022, a decrease of $208,091 or 48%, resulting in gross profit of $1,003,154 and $2,440,614 for the nine months ended July 31, 2023 and 2022, respectively. The gross profit percentages for the nine months ended July 31, 2023 and 2022 were 82% and 85%, respectively. Cost of goods sold, as a percentage of product sales remained generally consistent for the nine months ended July 31, 2023 and 2022. The overall decrease in gross profit in the nine months ended July 31, 2023 was primarily attributable to a $475,000 decrease in consulting revenue for that period compared to the nine months ended July 31, 2022 as discussed above. Also contributing to the decrease in gross profit was a decrease in revenue from product sales, as discussed above under “Product Sales.”

Selling, General and Administrative Expenses

SG&A expenses decreased from $4,947,485 in the nine months ended July 31, 2022 to $4,445,217 in the nine months ended July 31, 2023. This decrease of $502,268 (10%) was primarily due to a decrease in stock-based compensation of $901,399 and a decrease in supplies costs of $56,949, offset by an increase of $525,294 in professional fees.

Research and Development

Research and development expenses for nine months ended July 31, 2023 and 2022 were $106,426 and $147,112, respectively, a decrease of $40,686, or 38%. In the nine months ended July 31, 2023, the Company primarily continued its efforts to prepare AlloRx Stem Cell therapy for future clinical trials. In the nine months ended July 31, 2022, in addition to such preparation activities, significant testing was conducted, including to detect any contaminants, diseases and pathogens, for AlloRx Stem Cell therapy.

Interest Expense

Interest expense for the nine months ended July 31, ~~2014.~~2023 was $178,606, an increase of $18,909 from the interest expense for the nine months ended July 31, 2022 of $159,697. This increase is related to new 8% Convertible Notes issued in 2023. The interest expense related to the remaining debt on our balance sheet of approximately $4.4 million is expected to be all non-cash interest expense.

NoOther Project Income, Net

As of July 31, 2023, upon the expiration of the JOA with European Wellness the Company recognized $250,000 as other project income that was deemed as non-refundable by the JOA, offset by $58,254 in project related expenses. In accordance with ASC 606, the Company determined that it did not satisfy the performance obligations at a point in time (ASC paragraph 606-10-25-30) and did not recognize the aforementioned amount as revenue.

Unrealized Gain on Derivative/Warrant Liability

During the nine months ended July 31, 2023, we issued $1,717,600 of the 8% Convertible Notes. In connection with these notes, the Company recognized a Derivative/Warrant liability. At July 31, 2023, this liability was marked to market, resulting in an unrealized gain of $58,840.

Liquidity and Capital Resources

Overview

Since our inception, we have incurred significant operating losses. We expect to incur significant expenses and operating losses as we advance the preclinical and clinical development of our programs. We expect that our sales, research and development, and general and administrative costs will increase in connection with conducting additional preclinical studies and clinical trials for our current and future programs and product candidates, expanding our intellectual property portfolio, and providing general and administrative support for our operations. As a result, we will need additional capital to fund our operations for the next twelve months and beyond, which we hope to obtain from additional equity or debt financings, collaborations, licensing arrangements, or other sources.

We currently have no credit facility or other committed sources of capital. Debt financing and preferred equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise additional funds through other third-party funding, collaboration agreements, strategic alliances, licensing arrangements or marketing and distribution arrangements, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings when needed, we may be required to delay, limit, reduce or terminate our drug development or future commercialization efforts or grant rights to develop and market products or product candidates that we would otherwise prefer to develop and market ourselves.

In order to continue as a going concern, as well as to meet our operational goals, we will need to obtain additional capital in both the short and long term, which we will likely obtain through a variety of means, including through public or private equity, debt financings or other sources, including up-front payments and milestone payments from strategic collaborations. To the extent that we raise additional capital through the sale of convertible debt or equity securities, the ownership interest of our stockholders will be diluted, and the terms may include liquidation or other preferences that adversely affect the rights of our stockholders. Such financing may result in dilution to stockholders, imposition of debt covenants, increased fixed payment obligations or other restrictions that may affect our business. If we raise additional funds through up-front payments or milestone payments pursuant to strategic collaborations with third parties, we may have to relinquish valuable rights to our product candidates, or grant licenses on terms that are not favorable to us. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.

Working Capital

As of July 31, 2023, we had a working capital deficit of approximately $769,000, comprised of current assets of $3.3 million and current liabilities of $4.1 million. The working capital at July 31, 2023 decreased $0.7 million from October 31, 2022, our prior fiscal year end. Cash was reduced from $0.7 million as of October 31, 2022 to $0.3 million at July 31, 2023 as we used cash for operations and preparation for a proposed public offering of our securities.

During the nine months ended July 31, 2023, we sold $1,717,600 of 8% Convertible Notes as well as warrants to purchase our common stock ~~compensation expense was incurred~~for aggregate proceeds of $1,717,600. The 8% Convertible Notes are payable solely in shares of our common stock and are convertible upon the happening of certain events, including the completion of a “Qualified Financing.” The proceeds from the sale of the 8% Convertible Notes and the warrants has been and will be used for general corporate purposes. We continue efforts to raise capital for our short-term liquidity and capital needs.

As a result of our limited working capital position as of July 31, 2023, we continue to rely on cash from outside sources to meet our liquidity requirements. Our need for liquidity and capital in the next 12 months include:

	●	advancing the clinical development of AlloRx Stem Cell therapy for the treatment of several indications;

	●	pursuing the preclinical and clinical development of other current and future research programs and product candidates;

	●	in-license or acquire the rights to other products, product candidates or technologies;

	●	maintain, expand and protect our intellectual property portfolio;

	●	hire additional personnel in research, manufacturing and regulatory and clinical development as well as management personnel;

	●	seek regulatory approval for any product candidates that successfully complete clinical development;

	●	expand our manufacturing capabilities;

	●	expand our operational, financial and management systems and increase personnel, including personnel to support our operations as a public company; and

	●	pay our other administrative expenses.

We have filed a registration statement on Form S-1 with the SEC to register our securities for sale in a proposed underwritten public offering. If that offering is successful, we intend to use the proceeds to initiate and conduct one or more clinical trials of our AlloRx Stem Cell therapy, for preclinical activities for other possible treatments with AlloRx, and for working capital and other general corporate purposes. If we are successful in completing a public offering of our securities, including our common stock, and obtaining a market for that stock, we may realize additional capital through the exercise of outstanding common stock purchase warrants. However, that will depend on the warrants being “in the money,” in addition to having a market for our stock. We may also endeavor to raise additional capital through the sale of equity or debt in one or more non-public offerings. We do not anticipate commencing any clinical trials of our AlloRx Stem Cell therapy unless and until we receive substantial additional capital, as costs are estimated to be $4 million to $6 million to commence our contemplated Phase 1/2a clinical trials for PTHS and Long COVID, depending on whether we commence one or both trials.

Our significant contractual cash requirements as of July 31, 2023 primarily include payments for operating and finance lease liabilities and principal and interest on loans. Our current and long-term obligations related to these items are outlined in “Note 6—Lease Obligations,” and “Note 7—Debt,” of the Notes to our unaudited consolidated financial statements within this Report. Additionally, we may incur purchase obligations in the ordinary course of business that are enforceable and legally binding and enter into enforceable agreements to purchase goods or services that specify all significant terms, including fixed or minimum quantities to be purchased and fixed or estimated prices to be paid at the time of settlement. As of July 31, 2023, we had payments for lease, loan and other known contractual obligations of approximately $5.3 million, of which approximately $0.8 million are payable within 12 months as of July 31, 2023.

In addition to our other outstanding debt as further described in “Note 7—Debt” to our unaudited consolidated financial statements within this Report, we currently have outstanding a 5% Convertible Note in the original principal amount of $480,000 that is scheduled to mature in the next 12 months, on July 31, 2024. The note is convertible into our common stock at a price of $26.00 per share at the option of the holder and is subject to mandatory conversion in the event (i) our common stock is publicly traded, (ii) the common stock trades at a price of at least $3.00 per share for at least 20 days and the average daily trading volume during such 20 day period is at least 15,000 shares, and (iii) we either have an effective registration statement allowing for resale of the common stock free of any restrictions or the shares are eligible for sale without restriction by the holder upon conversion. There can be no assurance that such note will be converted into our common stock prior to the maturity date. Our ability to make scheduled payments of the principal of, to pay interest on or to refinance our indebtedness, including such note, depends on our future performance and receipt of additional capital, which is subject to economic, financial, competitive and other factors beyond our control. Repayment of these obligations, even if we are able to obtain the requisite capital, would decrease the funds available to further our business plan.

Our working capital needs beyond the next 12 months include ongoing general and administrative expenses and research and development expenses, the latter of which are expected to increase if and when we commence one or more of our planned clinical trials. In addition to our long-term debt obligations, our long-term capital requirements also include the cost of building a planned new cGMP biomanufacturing facility, which is estimated to cost approximately $1.0 to $3.0 million depending on the amount of anticipated production increase, available capital and manufacturing demands at that time

Because of the numerous risks and uncertainties associated with research, development and commercialization of our product candidates, it is difficult to estimate with certainty the amount of our working capital requirements. Our future funding requirements will depend on many factors, including:

	●	the progress, costs and results of our clinical trials for our programs for our cell-based therapies;

	●	the progress, costs and results of additional research and preclinical studies in other research programs we initiate in the future;

	●	the costs and timing of process development and manufacturing scale-up activities associated with our product candidates and other programs we advance through preclinical and clinical development;

	●	our ability to establish and maintain strategic collaborations, licensing or other agreements and the financial terms of such agreements;

	●	the extent to which we in-license or acquire rights to other products, product candidates or technologies; and

	●	the costs and timing of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights and defending against any intellectual property-related claims.

Cash Flows

The following table summarizes our cash flows for the nine months ended July 31, 2023 and 2022:

	Nine Months Ended July 31,
	2023			2022

Net Cash Used in Operating Activities	$	(1,966,899	)	$	(1,363,747	)
Net Cash Used in Investing Activities		(160,289	)		(264,664	)
Net Cash provided by (Used in) Financing Activities		1,670,825			(1,056,945	)
Beginning Cash Balance		741,538			4,376,983
Ending Cash Balance	$	285,175		$	1,691,627

Operating Activities

Net cash used in operating activities during the nine months ended July 31, ~~2015.~~

~~As of both~~2023 was $1,966,899, compared to $1,363,747 during the nine months ended July 31, ~~2015~~2022, representing an increase of $603,152. The reduction in net loss during the nine months ended July 31, 2023 was offset by the lack of non-cash adjustments for impairment expense and ~~October~~loss on conversion of senior secured note payable that occurred during the nine months ended July 31, ~~2014, no shares previously issued~~2022.

Investing Activities

Cash used by investing activities during the nine months ended July 31, 2023 was $160,289 compared to ~~directors or members of advisory boards were unearned.~~

~~Incentive plans~~

~~The Company adopted an Equity Incentive Plan~~$264,664 in ~~2000 (the "Plan") for~~ the benefit of key personnel and others providing significant services to the Company. The Plan replaced the 1992 Equity Incentive Plan (the "1992 Plan"). The 1992 Plan will remain effective only so long as options remain outstanding under the 1992 Plan. No new options will be granted under the 1992 Plan, and the only shares that will be issued under the 1992 Plan are those shares underlying currently outstanding options.

The Plan authorizes total awards of up to 1,000,000 shares of the Company's common stock. Awards may take the form of incentive stock options, non-qualified stock options, restricted stock awards, stock bonuses and other stock grants. If an award made under the Plan expires, terminates, is canceled or settlednine months ended July 31, 2022, representing a decrease in cash ~~without~~used of $104,375. We purchased property and equipment and incurred some IP-related costs during the ~~issuance~~nine months ended July 31, 2023, while there was a significant item of ~~all shares of~~equipment purchased during the nine months ended July 31, 2022.

Financing Activities

Cash provided by financing activities during the nine months ended July 31, 2023 was $1,670,825, while cash used by financing activities during the nine months ended July 31, 2022 was $1,056,945. During the nine months ended July 31, 2023, we issued $1,717,600 in 8% Convertible Notes and common stock ~~covered by~~purchase warrants, and made capital lease principal payments of $46,775. During the ~~award, those shares will be available for future awards under the Plan. Awards may not be transferred except by will or the laws~~nine months ended July 31, 2022, we made capital lease principal payments of ~~descent~~$59,588 and ~~distribution. No awards may be granted under the Plan after September 30, 2010.~~revolving line of credit principal payments of $58,596 and incurred $1,138,761 of deferred offering costs in connection with our proposed public offering.

~~The Plan is administered by the Company's Board~~

Critical Accounting Estimates

Our management’s discussion and analysis of ~~Directors,~~our financial condition and results of operations are based on our consolidated financial statements, which may delegate its authority to a committee of the Board of Directors. The Board of Directors has the authority to select individuals to receive awards, to determine the time and type of awards, the number of shares covered by the awards, and the terms and conditions of such awardshave been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the ~~terms~~reported amounts of assets, liabilities, and expenses, and the disclosure of contingent assets and liabilities in our consolidated financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to stock-based awards and Goodwill and Other Intangible Assets. We base our estimates on historical experience, known trends and events, and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Of our policies, the following are considered the most critical to an understanding of our consolidated financial statements as they require the application of the ~~Plan. In making such determinations,~~most subjective and complex judgment, involving critical accounting estimates and assumptions impacting our consolidated financial statements. We have applied our policies and critical accounting estimates consistently across our businesses.

Stock-Based Compensation Expense

Stock-based compensation expense represents the ~~Board of Directors may take into account the recipient's current and potential contributions and any other factors the Board of Directors considers relevant. The Board of~~

~~Directors is authorized to establish rules and regulations and make all other determinations that may be necessary or advisable for the administration~~cost of the ~~Plan.~~

~~All options granted pursuant to~~grant date fair value of equity awards recognized over the ~~Plan shall be exercisable at~~requisite service period of the awards (usually the vesting period) on a ~~price not less than~~straight-line basis. We estimate the fair ~~market~~value of equity awards using the Black-Scholes option pricing model and recognize forfeitures as they occur. Estimating the fair value of equity awards as of the grant date using valuation models, such as the Black-Scholes option pricing model, is affected by assumptions regarding a number of variables, including the risk-free interest rate, the expected stock price volatility, the expected term of stock options, the expected dividend yield and the fair value of the underlying common stock on the date of grant. ~~Unless otherwise specified,~~Changes in the assumptions can materially affect the fair value and ultimately how much stock-based compensation expense is recognized. These inputs are subjective and generally require significant analysis and judgment to develop.

Estimating the Fair Value of Common Stock

When performing the fair value calculations using the Black-Scholes option pricing model, we are required to estimate the fair value of our common stock underlying our stock-based awards, which is the most subjective input into the Black-Scholes option pricing model. Because there has previously been no public market for our common stock, the fair value of our common stock underlying stock options has been determined on each grant date by the Board, with input from management, primarily by referencing arms-length transactions inclusive of our common stock underlying such transactions which occurred on or near the valuation date(s). In addition to an evaluation of arms-length transactions involving our common stock, the Board considered various objective and subjective factors to estimate the estimated fair value of our common stock, including:

	●	the estimated value of our securities both outstanding and anticipated;
	●	the anticipated capital structure, which will directly impact the value of the currently outstanding securities;
	●	our results of operations and financial position;
	●	the status of our research and development efforts;
	●	the lack of liquidity of our common stock as a private company;
	●	our stage of development and business strategy and the material risks related to our business and industry;
	●	external market conditions affecting the life sciences and biotechnology industry sectors;
	●	U.S. and global economic conditions;
	●	the likelihood of achieving a liquidity event for the holders of common stock, such as a public offering, or a sale of our Company, given prevailing market conditions; and
	●	the market value of comparable companies.

In determining the estimated fair value of our common stock for equity awards granted from August 2021 to February 2022, the Board primarily considered the then most recent independent third-party valuation obtained by the Company in connection with its acquisition of InfiniVive MD and Fitore on August 1, 2021, in addition to the subjective factors discussed above. After considering the independent third-party valuation and the other subjective factors discussed above, the Board determined valuations of our common stock of $4.94 per share as of August 1, 2021, and such valuations by the Board were used for the purposes of determining the stock-based compensation expense for all stock options and equity awards granted from August 2021 to February 2022. More recently, in determining the estimated fair value of our common stock underlying stock options and equity awards granted since February 22, 2022, the Board, with input from management and recognizing the arms-length nature of the transaction, primarily considered the holder’s election in February 2022 to voluntarily convert a Senior Secured Convertible Promissory Note into 142,788 shares of our common stock at the embedded conversion price of $26.00 per share pursuant to the terms of the Senior Secured Convertible Promissory Note. The Board also considered other pertinent information available to it at the time of the grants, including the subjective factors discussed above. After considering these factors, the Board determined valuations of our common stock of $26.00 per share as of March 1, 2022 and July 6, 2022, and such valuations by the Board were used for the purposes of determining the stock-based compensation expense for the options ~~expire ten~~granted on each of March 1, 2022 and July 6, 2022. Stock based compensation expense related to options for the fiscal years ~~from~~ended October 31, 2022 and 2021 amounted to $2,197,597 and $2,040,617, respectively. Stock based compensation expense related to options for the ~~date of grant.~~

~~At July 31, 2015 a total of 543,500 options had been issued under the Plan, of which 343,500 have expired. The 200,000 options outstanding~~three and vested under the Plan have a weighted average exercise price of $0.08 per share, expired in February 2016 and a weighted average remaining contractual life of 0.53 years at July 31, 2015. Three hundred thousand outstanding options that had not yet vested with an exercise price of $0.17 per share expired in April 2015. For either the nine months ended July 31, ~~2015~~2023 and ~~2014, no~~2022 amounted to $386,616 and $902,688, and $302,785 and $545,290 respectively.

The assumptions underlying these valuations represented management’s best estimate, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used different assumptions or estimates, the fair value of our common stock and our stock-based compensation expense ~~was~~could have been materially different.

Intangibles

Most of our identifiable intangible assets were recognized ~~for options under~~as part of business combinations we have executed in prior periods. Our identifiable intangible assets are considered definite life intangible assets and are comprised of, trademarks and trade names, customer relationships and patents. Definite life intangible assets are amortized using the ~~Plan. No additional options~~straight-line method over their estimated period of useful life.

Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. We believe that the fair value assigned to the assets are based on reasonable assumptions and estimates that a market participant would use. Should conditions differ from management’s estimates at the time of the acquisition, including changes in volume or timing to current expectations of future revenue growth rates and forecasted margins, or changes in market factors outside of our control, such as discount rates, material write-downs of intangible assets may be ~~issued under~~required, which would adversely affect our operating results.

We monitor events and changes in circumstances that could indicate carrying amounts of intangible assets may not be recoverable. We review the ~~Plan.~~

~~The following schedule summarizes~~carrying amounts of our intangible assets for potential impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Impairment indicators may include any significant changes in the ~~Company~~’~~s stock options~~manner of our use of the assets or the strategy of our overall business, certain reorganization initiatives, significant negative industry or economic trends and significant decline in our share price for a sustained period.

When such events or changes in circumstances occur, we compare the carrying amounts of the asset or assets groups with their respective estimated undiscounted future cash flows. If the asset or assets group are determined to be impaired, an impairment charge is recorded in the amount by which the carrying amount of the asset or assets group exceed their fair value.

Goodwill

Goodwill reflects the excess of the consideration transferred plus the fair value of any non-controlling interest in the acquiree at the acquisition date over the fair values of the identifiable net assets acquired. Goodwill is not amortized but rather is tested for impairment annually, or whenever events or circumstances present an indication of impairment.

Determining the fair value requires significant judgment, including ~~non-qualified options~~judgments about the appropriate terminal growth rates, weighted average costs of capital and ~~options issued under~~ the ~~2000 Plan:~~amounts and timing of projected future cash flows. Fair value determinations are sensitive to changes in underlying assumptions, estimates, and market factors. Projected future cash flows are based on our most recent budget, forecasts and strategic plans as well as certain growth rate assumptions.

Number of Shares
Exercise Price Per Share
Weighted Average Remaining Contractual Life
Weighted Average Exercise Price Per Share
Balance at October 31, 2013
1,500,000

$0.08 to $0.19
3.75 years
$
0.17

Options granted

-

Options exercised

-

Options expired

-

Balance at October 31, 2014
1,500,000

$0.08 to $0.19
2.75 years
$
0.17

Options granted

-

Options exercised

-

Options expired

(300,000)

$
0.17
-

$
0.17
Balance at July 31, 2015
1,200,000

$0.08 to $0.19
2.59 years
$
0.17
Exercisable at July 31, 2015
300,000

$0.08 to $0.19
1.35 years
$
0.12

We will continue to monitor the fair value to determine whether events and changes in circumstances such as further deterioration in the business climate or operating results, further significant decline in our share price, changes in management’s business strategy or downward changes of our cash flows projections, warrant further interim impairment testing.

SPECIAL NOTE G:REGARDING FORWARD-LOOKING STATEMENTS~~CONSULTING AGREEMENTS~~

~~On November 1, 2013, the Company signed a consulting agreement with a~~This Quarterly Report on Form 10-Q (this “Report”) contains forward-looking statements that can involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Report, including statements regarding our future results of operations and financial ~~advisory firm to provide consulting services regarding corporate~~position, business strategy, prospective products, product approvals, research and development costs, future revenue, timing and ~~evaluation~~likelihood of ~~strategic financing options~~success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may be available to the Company. In consideration for these services, the consultant received $5,000 upon execution of the agreement, and was entitled to an additional $2,500 per month until termination of the agreement. In addition, the consultant would have been entitled to compensation for certain completed strategic transactions dependent upon the terms of the completed transaction. The initial term of the agreement was two months from execution of the agreement, after which the agreement would automatically renew unless terminated by written notice by either party. On April 1, 2014, the Company’s Board of Directors elected to terminate the agreement effective March 31, 2014. For the nine months ended July 31, 2014 a total of $15,000 had been paid the consultant and is included in selling, general and administrative expenses in the accompanying statement of operations.

~~NOTE H:~~~~PATENT LICENSE AGREEMENT~~

Effective March 30, 2011, the Company entered into a Technology License, License Option and Technical Assistance Agreement with a former officer of the Company, granting him an exclusive license covering two of the Company’~~s patents: United States Patent Number 5,990,288, Method for~~

Purifying FSH and United States Patent Number 6,458,593 B1, Immortalized Cell Lines and Methods of Making The Same. The patents are related to treatment of infertility and knowhow relating to the commercial production and cellular generation of the hormone, follicle-stimulating hormone and related gonadotropin hormones for use in the treatment of infertility in both humans and animals. In addition, the License grants the exclusive option to license a pending patent application for the commercial production of clinical grade gonadotropin hormones and, in addition, the Company’s intellectual property related to generation of crude materials containing gonadotropin hormones from certain cellular sources. The License has an initial term of five years and shall be automatically renewed for additional two year periods until terminated by either party; however, the license can be terminated after two and one-half years if there have been no sales of licensed products. The parties to this patent license have developed additional business collaborative opportunities involving the Company’~~s stem cell products, know-how and IP especially related to regenerative medicine applications of modern stem cell technology. Since there continues~~cause our actual results, performance or achievements to be ~~opportunities for commercialization,~~materially different from any future results, performance or achievements expressed or implied by the ~~Company has elected~~forward-looking statements.

In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not ~~to terminate this agreement at the present time.~~

~~NOTE I:~~~~SUBSEQUENT EVENTS~~

~~The Company has evaluated events subsequent to July 31, 2015 and through the date the financial~~all forward-looking statements ~~to assess the need for potential recognition or disclosure~~contain these words. Forward-looking statements contained in this ~~report. No events were noted~~Report include, but are not limited to, statements about:

	●	the ability of our clinical trials to demonstrate safety and efficacy of our product candidates, and other positive results;

	●	the timing of commencement and focus of our ongoing and future preclinical studies and clinical trials, and the reporting of data from those studies and trials;

	●	our expectations with regard to the results of our clinical studies, preclinical studies and research and development programs, including the timing for enrollment and the timing and availability of data from such studies;

	●	the size of the market opportunity for our product candidates, including our estimates of the number of patients who suffer from the diseases we are targeting;

	●	our expectations with regard to the timing of submission of an amended request for orphan drug designation (“ODD”) and the eligibility of Pitt-Hopkins or any other indications to qualify for ODD or any other regulatory incentives;

	●	our expectations with respect to entry into clinical trial agreements and other agreements with contract research organizations (“CROs”), potential collaborators and clinical trial sites for our preclinical studies and clinical trials;

	●	our ability to acquire, discover, develop and advance product candidates into, and successfully complete, clinical trials;

	●	developments and projections relating to our competitors and our industry and the success of competing therapies that are or may become available;

	●	the beneficial characteristics, safety, efficacy and therapeutic effects of our product candidates;

	●	our ability to obtain and maintain regulatory approval of our product candidates;

	●	our plans relating to the further development and commercialization of our product candidates, including additional disease states or indications we may pursue;

	●	our expectations regarding future sales of our other products, including MSC-Gro, and future consulting revenues;

	●	our expectations regarding our ability to renew our agreement with European Wellness and to collect amounts believed to be owed to us for work already completed under our JOA with European Wellness, which expired on July 31, 2023;

	●	the potential effects of public health crises, such as the COVID-19 pandemic, on our preclinical and clinical programs and business;

	●	existing regulations and regulatory developments in the United States and other jurisdictions;

	●	our plans and ability to obtain or protect intellectual property rights, including extensions of existing patent terms where available and our ability to avoid infringing the intellectual property rights of others;

	●	our ability to effectively manage our growth, including the need to hire additional personnel and our ability to attract, recruit and retain such personnel, and maintain our culture;

	●	our ability to fund the acquisition of fully automated closed system bioprocessing and other equipment and for the development of a new current Good Manufacturing Practices compliant manufacturing facility we expect to lease;

	●	our estimates regarding expenses, future revenue, capital requirements and needs for additional financing;

	●	our plans and ability to obtain funding for our operations, including funding necessary to develop, manufacture and commercialize our product candidates, and to continue as a going concern;

	●	the performance of our third-party suppliers, CROs and manufacturers;

	●	our financial performance; and

	●	the period over which we estimate our existing cash will be sufficient to fund our future operating expenses and capital expenditure requirements.

We have based these forward-looking statements largely on our current expectations and projections about our business, the industry in which we operate and financial trends that ~~require recognition~~we believe may affect our business, financial condition, results of operations and prospects, and these forward-looking statements are not guarantees of future performance or ~~disclosure in the financial~~development. These forward-looking statements ~~except the following:~~

~~Advisory Services Agreement~~: On August 21, 2015 the Company entered into an agreement (the "Agreement") with C. Brook Ventures, Inc. ("CBV") pursuant to which CBV will provide non-exclusive advisory services related to the Company's exploration of strategic alternatives to enhance stockholder value.

Under the terms of the Agreement, the Company agreed to pay CBV a retainer of $5,000 and issue to CBV an aggregate of 400,000 shares of common stock, $.001 par value. The shares are "restricted securities" under the Securities Act of 1933,speak only as ~~amended. As~~ of the date of this ~~report all shares due under this agreement have been issued.~~

~~In addition, the Agreement provides that the Company will grant~~Report and ~~issue~~are subject to ~~CBV~~ a ~~warrant exercisable for three years to purchase an additional 400,000 shares at an exercise price~~number of ~~$0.078936 (120% of the 20 day volume weighted average price immediately preceding the execution of the Agreement.) The Warrant is only exercisable if the Company consummates a transaction identified~~risks, uncertainties and assumptions described in the ~~Agreement with a third party introduced by CBV prior to the expiration date of the Warrant.~~

~~Convertible Promissory Note: On November 30, 2015, the Company issued a 6% unsecured convertible promissory note~~section titled “Risk Factors” in ~~the principal amount of $36,288 in favor of~~ our ~~attorney representing accrued and unpaid fees for legal services rendered for the Company. The note is due on 30 days~~’ ~~demand and is convertible, at the option of the holder, into shares of the Company~~’~~s common stock at a conversion price of $0.04 per share, which was the closing price of the Company~~’~~s common stock on the over-the-counter market on November 4, 2014, the date when the terms of the note were agreed upon.~~

~~Employee Stock Compensation~~: In February 2016, the Company granted a restricted stock award to an employee consisting of 20,000 shares of common stock, valued at $0.04 per share, for services rendered. The stock was valued at the closing price of the Company’~~s shares on the over-the-counter market on the date of grant.~~

~~ITEM 2~~
~~MANAGEMENT~~’~~S DISCUSSION AND ANALYSIS OF FINANCIAL~~
~~CONDITION AND RESULTS OF OPERATIONS~~

~~Introduction~~

~~This section discusses the financial condition of Vitro Diagnostics, Inc. (the~~ “~~Company~~”~~) at July 31, 2015 and compares it to the Company~~’~~s financial condition at October 31, 2014. It also discusses the Company~~’~~s results of operations for the three and nine-month periods ending July 31, 2015 and 2014. This information should be read in conjunction with the information contained in the Company~~’~~s Annual Report on~~ Form ~~10-K for the fiscal year ended October 31, 2014, including the audited financial statements and notes contained therein.~~

~~Certain statements contained herein and subsequent oral statements made by or on behalf of the Company may constitute~~ “~~forward-looking statements~~” ~~within the meaning of the Private Securities Litigation Reform Act of 1995. Such~~10-K. Because forward-looking statements ~~include, without limitation,~~are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements ~~regarding the Company~~’~~s plan~~as predictions of ~~business operations, potential contractual arrangements,~~future events. The events and ~~receipt of working capital, anticipated revenues~~circumstances reflected in our forward-looking statements may not be achieved or occur and ~~related expenditures. Factors that could cause~~ actual results tocould differ materially ~~include, among others, acceptability of the Company~~’~~s products~~from those projected in the ~~market place, general economic conditions, receipt of additional working capital, the overall state of the biotechnology industry and other factors set forth in the Company~~’~~s filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended October 31, 2013 under the caption,~~ “~~Risk Factors.~~” ~~Most of these factors are outside the control of the Company. Investors are cautioned not to put undue reliance on~~ forward-looking statements. Except as ~~otherwise~~ required by applicable ~~securities statutes~~law, we do not plan to publicly update or ~~regulations, the Company disclaims~~revise any ~~intent or obligation to update publicly these forward looking~~forward-looking statements contained herein, whether as a result of any new information, future events or otherwise.

~~Liquidity~~In addition, statements that “we believe” and ~~Capital Resources~~

~~At July 31, 2015,~~similar statements reflect our beliefs and opinions on the Company had a working capital deficit of $2,381,601, consisting of current assets of $53,318 and current liabilities of $2,434,919. This represents a decrease in working capital of $162,738 from fiscal year end October 31, 2014. The decrease in working capital was mainly duerelevant subject. These statements are based upon information available to ~~$169,331 in increased current liabilities due to operating expenses in excess of revenue from product sales and new capital lease obligations. The majority~~us as of the ~~working capital deficit is due to accrued salaries and notes due to the president and CEO.~~

Current assets increased by $6,593 due primarily to increased inventory, while increased accounts receivable were offset by decreased accounts receivable-related parties. Current liabilities increased by $169,331, primarily due to operating expenses in excess of revenues. The Company reported a $2,321,693 shareholders’ ~~deficit at July 31, 2015, which was $161,687 more than the deficit reported at October 31, 2014 and is the result of our net loss for the nine months ended July 31, 2015.~~

~~During the nine months ended July 31, 2015, the Company~~’~~s financing activities provided $92,479 in cash to support our operating activities. During that time, the Company~~’s operations used $89,858 in cash compared to $92,217 of cash used by operations during the nine months ended July 31, 2014. The Company reported an overall decrease in cash for the first nine months of 2015 of $2,767 as compared to a $2,197 decrease in cash for the first nine months of 2014. Cash raised from financing activities was derived through loans from the Company’~~s president and CEO. Cash usage reflects a~~

~~minimum cash requirement of about $10,000 per month for operations.~~

The Company had lines of credit outstanding totaling $41,100 with $3,631 available in credit at July 31, 2015. The Company must continue to service this debt and the president and CEO personally guarantees most of the Company debt. Management is actively pursuing measures to reduce corporate debt while at the same time implementing various measures to increase revenues, as described elsewhere in this report.

~~The Company continues to pursue various activities to obtain additional capitalization, as described in the Company~~’s Annual Report on Form 10-K for the fiscal year ended October 31, 2014. While total revenues decreased from $119,749 in the first nine-months of 2014 to $69,637 in the first nine-months of 2015, additional revenue generation activities are in progress. In addition, certain revenues realized during 2014 were predominately due to a single customer that was not maintained in 2015. The Company has expanded revenue generation opportunities through the addition of sales of its stem cell culture media to a firm initiating clinical trials of osteoarthritis using autologous MSCs derived from fat for injections into the knee and hip. This business required extensive evaluation of the Company’~~s product to gain approval for this application. There were also additional regulatory requirements by the Company for the manufacture~~date of this ~~product~~Report, and while we believe such information forms a reasonable basis for use in clinical studies involving compliance with FDA standards for clinical grade products. The initial orders began in the present fiscal quarter and have continued subsequently as well. This increase in orders has been driven by successful clinical results showing evidence of efficacy in osteoarthritis ��by treatment with MSCs. Also, there are other revenue generating initiatives at various development stages as described in further detail below (See Results of Operations). While most revenues to date have been derived from research products, the Company is emphasizing growth of revenue from its clinical products and services, since management believes that there are greater opportunities for revenue growth. Also, the Company submitted and received exemption from certain FDA requirements for clinical testing of its novel stem cell activation therapy of traumatic brain injury, including concussion. We have expanded our research products offerings including specialized cells, cell culture media, and other products. We added new products that are gaining market recognition, including cancer associated fibroblasts (CAFs) to support cancer research and several other cellar products with application to drug discovery and drug toxicity determination as well.

~~The Company is also pursuing other approaches to increase its capital resources~~ such ~~as investment, further out-licensing of its intellectual property, sale of assets or other transactions that~~statements, such information may be ~~appropriate. During the fourth quarter~~limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, ~~2015, the Company retained C. Brooke Ventures, an investment banking firm,~~all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to ~~assist in capitalization, M&A activities and assistance in securing appropriate strategic partnerships. The Company is pursuing opportunities through leads generating by C. Brooke Ventures.~~ unduly rely upon these statements.

~~Results of Operations~~

During the three months ended July 31, 2015, the Company realized a net loss of $37,424 or $0.00 per share on $30,263 in total revenue. The net loss was $6,983 less than the net loss for the third quarter ended July 31, 2014. The decreased net loss in the third quarter of 2015 compared to the same quarter in 2014 was primarily due to decreased operating expenses. Research and development expenses (“~~R&D~~”), decreased by $14,921 and selling, general and administrative expenses decreased by $23,957. The decrease in our selling, general and administrative expenses was predominantly due to decreased sales commissions, reduced sales and advertising expenses and reduced consultation fees.

~~During the nine months ended July 31, 2015, the Company realized net loss of $161,687 or $0.01 per~~

share on $69,637 in total net revenue including product sales and services income. The net loss in the first nine months of 2015 was $1,706 less than the loss reported during the nine-month period ended July 31, 2014. While total net revenues decreased by $45,846, total operating expenses also decreased by $56,812 and interest expenses also increased by $9,260. Total operating expenses decreased due to a $42,120 decrease in S, G & A expenses, predominately sales commissions, sales and marketing, and consulting fees, while R&D expenses decreased by $14,692. R&D expenses are related to product and service development.

While the R&D necessary for launch of our initial products was completed previously, the Company continues to develop new products and services. These development activities are coordinated with business development activities orientated towards revenue growth for the Company. Our current revenues are derived from product sales and services. Our product sales decreased by 24% in the first nine months of 2015 compared to the same period in 2014. This was predominately due to decreased sales to a single customer who was responsible for increased revenue during the same time period in 2014. During this period we added new products to our catalog including specialty cell lines to expand our abilities to service drug discovery and development markets, expanded and improved our website and also advanced the translation of our products from research to clinical use. We added primary cells that are differentiated from human stem cells to include cardiac and neural lineages while advancing methods to product renal cells from human MSCs. These advances allow use of our cell lines for pre-clinical toxicology study of drugs and interactions of drugs. Our transition to clinical products and services was advanced through improved media formulations and the successful addition of a strategic partner for our clinical grade~~MSC-Gro Medium. Product sales to this customer commenced during our 3~~^rd ~~fiscal quarter 2015.~~

We continue the development of our clinical trials of traumatic brain injury based on our patent pending technology to activate stem cells within the body to regenerate injured or diseased brain tissue. During our second fiscal quarter we developed a submission to the US FDA regarding regulatory status of this trial. This was submitted subsequent to our second fiscal quarter and the Company was granted approval of its request for an Investigational New Drug exemption, allowing the Company to pursue this and other trials without the necessity further FDA approvals.

ITEM 3. ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Quantitative and Qualitative Disclosures About Market Risk.

~~Not applicable.~~We are a smaller reporting company, as defined by Rule 12b-2 of the Exchange Act, and are not required to provide the information required under this item.

ITEM 4. ~~CONTROLS AND PROCEDURES~~Controls and Procedures

~~Conclusion Regarding the Effectiveness of~~ Disclosure Controls and ~~Procedures:~~Procedures

~~Disclosure~~We maintain a system of controls and procedures ~~are~~ designed to ensure that information required to be disclosed by us in ~~the~~ reports ~~filed~~that we file or ~~submitted~~submit under the Securities Exchange Act of 1934, as amended (“Exchange Act”), is recorded, processed, summarized and reported, within ~~the~~ time ~~period~~periods specified in the ~~SEC's~~SEC’s rules and forms and to ensure that ~~such~~ information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including ~~the CEO~~our Chief Executive Officer and ~~CFO,~~Chief Financial Officer, as appropriate to allow timely decisions regarding required ~~disclosures. Our management necessarily applied its judgment in assessing~~disclosure. As of July 31, 2023, under the ~~costs~~supervision and ~~benefits of such controls and procedures, which, by their nature, can provide only reasonable assurance regarding management's control objectives.~~

~~Our management,~~ with the participation of our ~~CEO,~~Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness ~~of the design and operation~~ of our disclosure controls and ~~procedures as of~~procedures. Based on that evaluation, the ~~end of the period covered by this report. Based upon this evaluation, our CEO~~Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not

effective due to ineffective internal control over financial reporting. See information under “Changes in Internal Control Over Financial Reporting” below for information as ~~of such date as a result of~~to a material weakness in our internal control, ~~over financial reporting due to lack of segregation of duties~~which in turn affected our disclosure controls and ~~a limited corporate governance structure as discussed in Item 9A of our Form 10-K for~~procedures.

Changes In Internal Control Over Financial Reporting

During the fiscal year ended October 31, ~~2014.~~

While we strive to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. We believe that this is typical in many R&D companies. We may not be able to fully remediate2022, the Company identified a material weakness ~~until we generate more revenues at which time we would expect~~in its internal controls with respect to ~~hire more staff. We will continue~~revenue recognition. Specifically, the Company improperly recognized revenue in accordance with the terms of the JOA that was entered into in August 2021. The material weakness resulted in a restatement of our financial statements for the three and nine months ended July 31, 2022.

Management has commenced taking steps to ~~monitor~~remediate this weakness discovered during the prior fiscal year and ~~assess the costs and benefits of additional staffing.~~

~~Changes in Internal Control over Financial Reporting:~~

~~There were no changes in~~to enhance our internal control over financial reporting.

These steps may include:

	(1)	Improving the communication between Company management and the Company staff working on the JOA.

	(2)	Establishing formal billing templates and protocols with the counterparty to the JOA so as to achieve proper recognition of milestones achieved under the terms of the JOA.

	(3)	Establishing a formal review process for all revenue recognized under the terms of the JOA in accordance with the appropriate accounting standards codification.

Other than as described above, there was no change in the Company’s internal control over financial reporting ~~that occurred~~ during the ~~last fiscal~~ quarter ~~covered by this report~~ended July 31, 2023 that ~~has~~ materially affected, or is ~~reasonably~~ likely to materially affect, ~~our~~the Company’s internal control over financial reporting.

PART II

II. OTHER INFORMATION

ITEM 1. Legal Proceedings.

From time to time, we may become involved in litigation relating to claims arising out of our operations in the normal course of business. However, to our knowledge, no legal proceedings, government actions, administrative actions, investigations, or claims are currently pending or threatened against us or our officers and directors in which we are adverse. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

ITEM 1A. Risk Factors.

There are many risks inherent in our business. Factors that could materially adversely affect our business, financial condition, operating results or liquidity, and the trading price of our common stock are described under Item 1.

~~Legal Proceedings~~

~~None, except as previously disclosed~~.

~~Item 1A.~~

1A, Risk Factors, of the Form 10-K filed with the SEC on January 27, 2023. Other than the risk factor included below, there have been no material changes regarding risk factors since that date:

A significant portion of our revenue has been concentrated on a few large customers and our agreement with one of those customers, European Wellness, recently expired. As a result, we expect our consulting revenue in the future to be more limited and, if we lose more customers, our results of operations would be expected to be further adversely impacted.

Our revenue has been concentrated in a small number of our domestic customers and European Wellness/BioPep. The sales to three domestic customers accounted for approximately 17%, 15% and 14% of our sales in fiscal year 2022. The consulting revenue from European Wellness/BioPep accounted for approximately 18% of our sales in fiscal year 2022. With respect to European Wellness/BioPep, we had suspended delivering work product to it under our agreement since April 2023 while we engaged in discussions regarding amounts believed to be owed to us under that agreement for work already completed, and our agreement with them expired in accordance with its terms on July 31, 2023 and is not expected to be renewed. Although we intend to continue to seek to recover and recognize as revenue or other project income all amounts believed to be owed to us under that agreement, we may not be able to collect or recognize as revenue or other project income all of the amounts believed to be owed to us through the date of expiration or the other amounts originally expected to be received by us under the agreement for completion of all services thereunder as originally contemplated. Because our contract with European Wellness expired on July 31, 2023 and has not been renewed, we expect our consulting revenue in the future will be materially adversely affected, in particular if we are unsuccessful in ultimately recognizing our deferred revenue or other project income associated with this agreement or collecting other amounts from them for work already completed, unless and until an alternative consulting partnership or collaboration becomes available to us. The loss of all or a part of our revenue from any of the other customers could have a material adverse effect on our revenue, cash flow, operating results and financial condition until an alternative partnership or collaboration might be developed, and there can be no assurance that an alternative partnership or collaboration will be available to us, on terms acceptable to us or at all, in such a circumstance.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None ~~except as previously disclosed.~~required to be reported.

~~Item 2~~

~~Unregistered Sales of Equity Securities and Use of Proceeds~~

~~None, except as previously disclosed.~~

~~Item~~ITEM 3.

Defaults Upon Senior Securities

~~None, except as previously disclosed.~~None.

~~Item~~ITEM 4. Mine Safety Disclosures

~~[Removed and Reserved]~~

Not applicable.

ITEM 5. Other Information

None.

ITEM 6. Exhibits

~~Item 5.~~

~~Other Information~~The following exhibits are filed, furnished or incorporated by reference with this report:

Exhibit Number		Exhibit Description

3.1		Third Amended and Restated Articles of Incorporation, effective June 30, 2023 (Incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023)
3.2		Certificate of Change pursuant to NRS 78.209 to Third Amended and Restated Articles of Incorporation to effect reverse stock split , effective July 6, 2023 (Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023)
3.3		Amended and Restated Bylaws, effective June 30, 2023 (Incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 7, 2023)
4.1		Form of Warrant to Purchase Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2023)
10.1		Form of 8% Convertible Promissory Note (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
10.2		Form of Convertible Note and Warrant Purchase Agreement (Incorporated by reference to the Company’s annual report on Form 10-K for the fiscal year ended October 31, 2022, as filed with the SEC on January 30, 2023, Exhibit 10.37, File No. 000-17378)
31.1*		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101		Inline XBRL Document Set for the consolidated financial statements and accompanying notes in Part I, Item 1, “Financial Statements” of this Quarterly Report on Form 10-Q
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith.
**	Furnished herewith.

~~None, except as previously disclosed.~~

SIGNATURES

23Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

	VITRO BIOPHARMA, INC.
	(Registrant)

Date: August 28, 2023	By:	/s/ Christopher Furman
		Christopher Furman, Chief Executive Officer

Date: August 28, 2023		/s/ Nathan Haas
		Nathan Haas, Chief Financial Officer
		(Principal Financial Officer)

~~Item 6.~~
~~Exhibits~~

Certification*
Certification pursuant to 18 U.S.C. Section 1350*


~~101.INS~~		XBRL Instance**
~~101.SCH~~		XBRL Taxonomy Extension Schema**
~~101.CAL~~		XBRL Taxonomy Extension Calculation**
~~101.DEF~~		XBRL Taxonomy Extension Definition**
~~101.LAB~~		XBRL Taxonomy Extension Labels**
~~101.PRE~~		XBRL Taxonomy Extension Presentation**

~~filed herewith~~

~~provided herewith~~

~~SIGNATURES~~

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned, thereunto duly authorized.~~


	~~VITRO DIAGNOSTIC, INC.~~

~~Date: ____________, 2016~~	~~/s/ James R. Musick_________________~~
	~~James R. Musick~~ ~~President, Chief Executive Officer (Principal Executive Officer) and Chief~~ ~~Financial Officer (Principal Accounting Officer)~~


VITRO DIAGNOSTICS, INC.
Balance Sheets

		July 31, 2015	October 31, 2014
		(unaudited)
Assets
Current assets:
	Cash	$ -	$ 2,767
	Accounts receivable, net of allowances of $2,500	8,931	2,635
	Accounts receivable - related parties (Note B)	12,627	18,993
	Inventory, at cost	31,760	22,330
	Total current assets	53,318	46,725

Equipment, net of accumulated depreciation of $130,749 and $121,560		47,494	41,851
Patents, net of accumulated amortization of $19,593 and $17,195 (Note A)		12,382	14,780
Deferred costs (Note A)		3,277	777
Other assets		1,449	1,449

	Total assets	$ 117,920	$ 105,582

Liabilities and Shareholders' Deficit
Current liabilities:
	Current maturites on capital lease obligation	$ 13,612	$ 22,957
	Lines of credit (Note D)	38,247	38,923
	Accounts payable	61,935	47,976
	Accounts payable - related parties (Note B)	29,394	29,766
	Other accrued liabilities	-	2,156
	Advances and accrued interest payable to officer (Note B)	1,085,773	917,852
	Accrued payroll expenses (Note B)	1,205,958	1,205,958
	Total current liabilities	2,434,919	2,265,588

	Capital lease obligation	4,694	-

	Total liabilities	2,439,613	2,265,588
Commitments and contingencies (Notes A, B, C, D, E, F, G,H, and I)

Shareholders' deficit (Note E):
	Preferred stock, $.001 par value; 5,000,000 shares authorized;
	-0- shares issued and outstanding	-	-
	Common stock, $.001 par value; 50,000,000 shares authorized;
	19,971,822 shares issued and outstanding	19,971	19,971
	Additional paid-in capital	5,432,847	5,432,847
	Services prepaid with common stock	-	-
	Accumulated deficit	(7,774,511)	(7,612,824)
	Total shareholders' deficit	(2,321,693)	(2,160,006)

	Total liabilities and shareholders' deficit	$ 117,920	$ 105,582


VITRO DIAGNOSTICS, INC.
Statement of Changes in Shareholders' Deficit


						Services
					Additional	Prepaid with
	Preferred Stock		Common Stock		Paid-in	Common	Accumulated
	Shares	Amount	Shares	Par Value	Capital	Stock	Deficit	Total
Balance, October 31, 2013	-	-	19,803,403	$ 19,803	$ 5,413,015	$ -	$ (7,366,297)	$ (1,933,479)
Prepaid services earned (Note E)	-	-	-	-	-	20,000	-	20,000
Common stock issued to directors for services (Note E)	-	-	168,419	168	19,832	(20,000)	-	-
Net loss for the year ended October 31, 2014	-	-	-	-	-	-	(246,527)	(246,527)
Balance, October 31, 2014	-	-	19,971,822	19,971	5,432,847	-	(7,612,824)	(2,160,006)
Net loss for the nine months ended July 31, 2015	-	-	-	-	-	-	(161,687)	(161,687)
Balance, July 31, 2015 (unaudited)	-	-	19,971,822	$ 19,971	$ 5,432,847	$ -	$ (7,774,511)	$ (2,321,693)


VITRO DIAGNOSTICS, INC.
Statements of Cash Flows
*(unaudited)*
		For the Nine Months Ended
		July 31,
		2015	2014

Cash Flows from operating activities:
	Net loss	$ (161,687)	$ (163,393)
	Adjustments to reconcile net loss to net cash used in
	operating activities:
	Depreciation and amortization	11,587	13,645
	Stock based compensation	-	7,500
	Changes in current assets and current liabilities:
	Increase in accounts receivable, inventories,
	prepaid expenses and deposits	(9,360)	(10,202)
	Increase in accounts payable and accrued expenses	69,602	60,233
Net cash used in operating activities		(89,858)	(92,217)

Cash flows from investing activities:
	Purchases of equipment	(2,888)	(217)
	Payments for patents and deferred costs	(2,500)	(631)
Net cash used in investing activities		(5,388)	(848)

Cash flows from financing activities:
	Proceeds from advances from officer	109,750	107,600
	Payments on lines of credit, net	(676)	(818)
	Principal payments on capital lease	(16,595)	(15,914)
Net cash provided by financing activities		92,479	90,868

	Net change in cash	(2,767)	(2,197)
Cash, beginning of year		2,767	2,197
	Cash, end of period	$ -	$ -

Supplemental disclosure of cash flow information:
	Cash paid during the period for:
	Interest	$ 4,593	$ 7,306
	Income taxes	$ -	$ -
	Non-cash investing and financing activities:
	Common stock issued to directors for services	$ -	$ 10,000
	Purchase of equipment under capital lease	$ 11,944	$ 44,300


Year ended October 31,
2015	$	800
2016		3,198
2017		3,198
2018		3,198
2019		1,988
	$	12,382


Fiscal Year Ending
2015	$ 8,292
2016	33,168
2017	33,168
2018	22,112

Total	$ 96,740


		October 31, 2014	October 31, 2013
Benefit related to U.S. federal statutory graduated rate		-31.78%	-30.16%
Benefit related to State income tax rate, net of federal benefit		-3.16%	-3.23%
Accrued officer salaries		0.45%	1.99%
Net operating loss for which no tax benefit is currently available		34.49%	31.40%
	Effective rate	0.00%	0.00%


	October 31, 2014		October 31, 2013
Tax credits for net operating loss carry forwards	$	1,675,412	$	1,623,138
Accrued officer salaries		446,928		445,761
Deferred tax asset (before valuation allowance)	$	2,122,340	$	2,068,899


Fiscal year ended October 31,

Payments due:	2015	$ 10,675
	2016	6,360
	2017	2,205

Less imputed interest		(934)
Present value of minimum lease payments	$ 18,306


		Number of Shares	Exercise Price Per Share	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price Per Share
Balance at October 31, 2013		1,500,000	$0.08 to $0.19	3.75 years	$ 0.17
	Options granted	-
	Options exercised	-
	Options expired	-
Balance at October 31, 2014		1,500,000	$0.08 to $0.19	2.75 years	$ 0.17
	Options granted	-
	Options exercised	-
	Options expired	(300,000)	$ 0.17	-		$ 0.17
Balance at July 31, 2015		1,200,000	$0.08 to $0.19	2.59 years	$ 0.17
Exercisable at July 31, 2015		300,000	$0.08 to $0.19	1.35 years	$ 0.12