Cover
Cover - shares | 3 Months Ended | |
Jan. 31, 2022 | Mar. 16, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jan. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --10-31 | |
Entity File Number | 000-55008 | |
Entity Registrant Name | Organicell Regenerative Medicine, Inc. | |
Entity Central Index Key | 0001557376 | |
Entity Tax Identification Number | 47-4180540 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 4045 Sheridan Ave | |
Entity Address, Address Line Two | Suite 239 | |
Entity Address, City or Town | Miami Beach | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33140 | |
City Area Code | 888 | |
Local Phone Number | 963-7881 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,157,637,928 |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jan. 31, 2022 | Oct. 31, 2021 |
Current Assets | ||
Cash | $ 150,320 | $ 108,570 |
Accounts receivable, net of allowance for bad debts | 114,013 | 104,150 |
Prepaid expenses | 127,238 | 69,647 |
Inventories | 156,375 | 234,827 |
Total Current Assets | 547,946 | 517,194 |
Property and equipment, net | 1,254,380 | 1,113,416 |
Other assets – right of use | 226,525 | 254,665 |
Security deposits | 50,282 | 47,682 |
TOTAL ASSETS | 2,079,133 | 1,932,957 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,957,037 | 1,873,022 |
Accrued liabilities to management | 1,730,196 | 1,542,130 |
Notes payable | 94,392 | 4,392 |
Advances payable | 220,897 | 220,897 |
Finance lease obligations | 102,540 | 92,270 |
Operating lease obligations | 118,061 | 114,231 |
Deferred revenue | 0 | 9,575 |
Debentures payable | 139,000 | 144,000 |
Promissory Note, net of debt discount | 371,778 | 0 |
Commitment Fee Shortfall Obligation | 89,000 | 0 |
Liabilities attributable to discontinued operations | 125,851 | 125,851 |
Total Current Liabilities | 4,948,752 | 4,126,368 |
Long term finance lease obligations | 309,356 | 331,748 |
Long term operating lease obligations | 108,464 | 140,434 |
Total Liabilities | 5,366,572 | 4,598,550 |
Stockholders’ Deficit | ||
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 1,149,204,595 and 1,132,361,005 shares issued and outstanding, respectively | 1,149,205 | 1,132,361 |
Additional paid-in capital | 38,881,841 | 37,826,795 |
Accumulated deficit | (43,318,485) | (41,624,749) |
Total Stockholders’ Deficit | (3,287,439) | (2,665,593) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 2,079,133 | $ 1,932,957 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jan. 31, 2022 | Oct. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,149,204,595 | 1,132,361,005 |
Common stock, shares outstanding | 1,149,204,595 | 1,132,361,005 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Income Statement [Abstract] | ||
Revenues | $ 1,599,147 | $ 1,368,440 |
Cost of revenues | 149,120 | 168,171 |
Gross profit | 1,450,027 | 1,200,269 |
General and administrative expenses | 3,091,459 | 9,365,630 |
Loss from operations | (1,641,432) | (8,165,361) |
Other income (expense) | ||
Interest expense | (40,304) | (6,209) |
Change in Commitment Fee Shortfall Obligation | (12,000) | 0 |
Other | 0 | 21,565 |
Loss before taxes | (1,693,736) | (8,150,005) |
Provision for income taxes | 0 | 0 |
Net loss | $ (1,693,736) | $ (8,150,005) |
Net loss per common share - basic and diluted | $ 0 | $ (0.01) |
Weighted average number of common shares outstanding - basic and diluted | 1,059,226,886 | 966,563,218 |
CONSOLIDATED CHANGES TO STOCKHO
CONSOLIDATED CHANGES TO STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2020 | $ 939,943 | $ 26,536,430 | $ (28,868,189) | $ (1,391,816) |
Beginning balance, shares at Oct. 31, 2020 | 939,942,783 | |||
Sale of common stock | $ 800 | 39,200 | 40,000 | |
SaleOfCommonStockShares | 800,000 | |||
Stock-based compensation | $ 69,390 | 6,554,315 | 6,623,705 | |
Stock based compensation, shares | 69,390,000 | |||
Net loss | (8,150,005) | (8,150,005) | ||
Ending balance, value at Jan. 31, 2021 | $ 1,010,133 | 33,129,945 | (37,018,194) | (2,878,116) |
Ending balance, shares at Jan. 31, 2021 | 1,010,132,783 | |||
Beginning balance, value at Oct. 31, 2021 | $ 1,132,361 | 37,826,795 | (41,624,749) | (2,665,593) |
Beginning balance, shares at Oct. 31, 2021 | 1,132,361,005 | |||
Sale of common stock | $ 8,667 | 411,333 | 420,000 | |
SaleOfCommonStockShares | 8,666,667 | |||
Stock-based compensation | $ 5,100 | 523,790 | 528,890 | |
Stock based compensation, shares | 5,100,000 | |||
Common stock issued as commitment fee for Promissory Note | $ 3,077 | 119,923 | 123,000 | |
Common stock issued as commitment fee for Promissory Note, shares | 3,076,923 | |||
Net loss | (1,693,736) | (1,693,736) | ||
Ending balance, value at Jan. 31, 2022 | $ 1,149,205 | $ 38,881,841 | $ (43,318,485) | $ (3,287,439) |
Ending balance, shares at Jan. 31, 2022 | 1,149,204,595 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net loss | $ (1,693,736) | $ (8,150,005) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation expense | 14,170 | 12,192 |
Amortization of OID and commitment fee discount – Promissory Note | 31,778 | 0 |
Change in Commitment Fee Shortfall Obligation | 12,000 | 0 |
Stock-based compensation | 528,890 | 6,623,705 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (9,863) | (29,905) |
Prepaid expenses | (57,591) | (1,515) |
Inventories | 78,452 | (1,612) |
Accounts payable and accrued expenses | 360,015 | 819,953 |
Accrued liabilities to management | 188,066 | 247,404 |
Security deposits | (2,600) | (2,982) |
Deferred revenue | (9,575) | 0 |
Net cash used in operating activities | (559,994) | (482,765) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of fixed assets | (155,134) | (46,264) |
Net cash used in investing activities | (155,134) | (46,264) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from issuance of Promissory Note | 540,000 | 0 |
Payments on finance lease | (12,122) | (7,647) |
Repayments of notes payable | (171,000) | (27,307) |
Proceeds from sale of common stock | 400,000 | 40,000 |
Net cash provided by financing activities | 756,878 | 5,046 |
Increase (decrease) in cash | 41,750 | (523,983) |
Cash at beginning of period | 108,570 | 590,797 |
Cash at end of period | 150,320 | 66,814 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for taxes | 0 | 0 |
Cash paid for interest | 11,307 | 11,672 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
OID discount on proceeds received from Promissory Note | 60,000 | 0 |
Stock purchased from payments due on accounts payable | 20,000 | 0 |
Common stock issued as commitment fee for Promissory Note | 123,000 | 0 |
Commitment Fee Shortfall Obligation | 77,000 | 0 |
Promissory note issued for past due Professional Fees | $ 256,000 | $ 0 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 3 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | ORGANIZATION AND DESCRIPTION OF BUSINESS Organicell Regenerative Medicine, Inc. f/k/a Biotech Products Services and Research, Inc. (“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada. The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and to provide other related services. Our proprietary products are derived from perinatal sources and are principally used in the health care industry administered through doctors and clinics (collectively, “Providers”). On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc. to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”) and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory Agency. For the three months ended January 31, 2022, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers. The Company’s leading product, Zofin™ (also known as Organicell™ Flow), is an acellular, biologic therapeutic derived from perinatal sources and is manufactured to retain naturally occurring microRNAs, without the addition or combination of any other substance or diluent. In June 2021, the Company announced that it was launching a service platform for its first autologous product called Patient Pure X™ (PPX™). PPX™ is a non-manipulated biologic containing the nanoparticle fraction from a patient’s own peripheral blood. The Company began to accept minimal orders for this service since October 2021. In November 2020, the Company formed Livin’ Again Inc., a wholly owned subsidiary, for the purpose of among other things, providing independent education, advertising and marketing services, to Providers that provide medical and other healthcare, anti-aging and regenerative services. including FDA-approved IV vitamin and mineral liquid infusions (“IV Drip Therapies”). To date, there has been no significant activity and the Company has no timetable, if any, as to when IV Drip Therapies revenues will commence. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2021 filed with the Securities and Exchange Commission. Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at net realizable value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the three months ended January 31, 2022 and 2021, the Company did no Stock Subscriptions Receivable Stock subscriptions receivable for equity investments in the Company are classified as current assets once a fully executed stock subscription agreement is received and provided that the receivable is collected prior to the issuance of the financial statements. In the event that the Company receives a fully executed stock subscription agreement but the receivable is not collected prior to the issuance of the financial statements, the receivable is classified as a direct reduction to stockholders’ equity. At January 31, 2022 and October 31, 2021, there were no Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At January 31, 2022 and October 31, 2021, the Company determined that there were not any reserves required in connection with our inventory. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Construction in Progress The cost of all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular point in time and have not yet been placed into service are reported as construction in progress until such time as the project is complete. Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At January 31, 2022, the Company had 9,500,000 39,836,000 9,500,000 34,143,000 Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $ 276,300 661,900 Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months ended January 31, 2022 and 2021 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during that period. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2022 and 2021. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 2,500,000,000 1,157,637,928 Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at January 31, 2022 and October 31, 2021 that qualify as derivatives. Operating Lease Obligations Under the provisions of Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company applies the modified retrospective approach which includes a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified and the inclusion of amounts pertaining to the maintenance portion of the leased assets. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $ 15,000 Subsequent Events The Company has evaluated subsequent events that occurred after January 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jan. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 3 – GOING CONCERN The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred operating losses of $ 1,641,432 43,318,485 4,400,806 New United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from November 2020 due to the COVID-19 pandemic) require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s. In addition to the above, the adverse public health developments and economic effects of the ongoing COVID-19 pandemic in the United States have adversely affected the demand for our products and services by our customers and from patients of our customers as a result of quarantines, facility closures and social distancing measures put into effect in connection with the COVID-19 outbreak and which currently still continue to have a negative impact to our business and the economy. As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted, (b) the United States economy resumes to pre-COVID-19 conditions and/or (c) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all. In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines, (2) the effects of the COVID-19 crisis resume to pre-COVID-19 market conditions, (3) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products, (4) obligations to the Company’s creditors are not accelerated, (5) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations, (6) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products, and/or (7) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance as to when the adverse impact to the United States and worldwide economies resulting from the COVID-19 outbreak will be eliminated, if at all, and whether any new or recurring pandemic outbreaks will occur again in the future causing similar or worse devastating impact to the United States and worldwide economies and our business. In addition, there is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. As described above, the COVID-19 crisis has significantly impaired the Company and the overall United States and World economies. If revenues do not increase and stabilize, if the COVID-19 crisis is not satisfactorily managed and/or resolved, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws. As of January 31, 2022, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. |
INVENTORIES
INVENTORIES | 3 Months Ended |
Jan. 31, 2022 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 4 – INVENTORIES Schedule of Inventories January 31, October 31, Raw materials and supplies $ 65,946 $ 92,601 Finished goods 90,429 142,226 Total inventories $ 156,375 $ 234,827 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT Schedule of Property and Equipment January 31, October 31, Computer equipment $ 13,541 $ 10,684 Finance lease equipment 544,378 544,378 Manufacturing equipment 309,299 258,791 867,218 813,853 Less: accumulated depreciation (121,316 ) (107,146 ) 745,902 706,707 Construction in progress: Leasehold improvements 508,478 406,709 Total property and equipment, net $ 1,254,380 $ 1,113,416 Depreciation expense totaled $ 14,170 12,192 As described in Note 6, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab Lease location. The total costs incurred as of January 31, 2022 were $ 508,478 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 3 Months Ended |
Jan. 31, 2022 | |
Leases [Abstract] | |
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 4,513 1.00 4.5 15 During October 2021, the Company entered into a second lease agreement in the amount of $ 304,873 5,478 1.00 3.0 15 Operating Lease Obligations: Administrative Office The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. During July 2020, the Company entered into an extension of the operating lease agreement. The lease term is for an additional 36 months beginning July 1, 2020 and expiring June 30, 2023, with a monthly rental rate of $ 3,500 117,659 4.5 Lease amortization expense for the three months ended January 31, 2022 and 2021 was $ 9,779 9,350 Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The initial term of the lease was for one year, expiring on September 30, 2021 and the lease has been subsequently extended on a month to month basis. Under the terms of the lease, the Company is required to make monthly rental payments of $ 6,500 11,000 Laboratory Facilities: In connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative office facility. Monthly lease payments are approximately $ 5,200 6,332 4,400 During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”). The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location. The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default. Rental expense is $ 6,800 13,600 600,000 235,313 4.5 Lease amortization expense for the three months ended January 31, 2022 was $ 18,361 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jan. 31, 2022 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. The term of the lease expires in June 2023. Monthly rent is $ 3,500 5,000 10,500 Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The initial term of the lease was for one year, expiring on September 30, 2021 and the lease has been subsequently extended on a month to month basis. Under the terms of the lease, the Company is required to make monthly rental payments of $ 6,500 11,000 19,500 In connection with Mr. Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr. Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $ 9,834 8,270 For the three months ended January 31, 2022, the Company sold a total of approximately $ 79,700 8,160 At January 31, 2022, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $ 321,293 408,455 919,428 81,000 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Jan. 31, 2022 | |
Debt Disclosure [Abstract] | |
NOTES PAYABLE | NOTE 8 - NOTES PAYABLE Notes Payable Debentures On June 20, 2018, the Company issued a total of $ 150,000 6 th th 139,000 695 Unsecured Promissory Note For Professional Fees Owed On January 24, 2022, the Company reached an agreement with a professional firm in connection with unpaid legal services owing as of December 31, 2021 in the amount of $ 278,340 256,000 166,000 7,500 22,340 Unsecured Promissory Note On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with a principal balance of $ 25,000 March 8, 2019 The loan was not repaid on the maturity date as required. 4,392 Promissory Note - SPA On January 11, 2022, the Company entered into a Securities Purchase Agreement (“SPA”) with AJB Capital Investments, LLC (“Purchaser”) pursuant to which we sold a promissory note in the principal amount of $ 600,000 60,000 12,500 9,000 518,500 The Promissory Note matures on July 11, 2022, subject to extension at the option of the Company for up to an additional six month period, bears interest at the a rate of 10 36,923,080 The Note Pursuant to the terms of the SPA, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 3,076,921 0.04 61,546 1,538,462 0.04 In the event that by the first anniversary of repayment of the Promissory Note by the Company, the Purchaser has not generated the amount of $ 200,000 The offer and sale of the Promissory Note to the Purchaser was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (“Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. Upon the closing, the Company recorded a discount of the Promissory Note in the amount of $ 260,000 60,000 123,000 77,000 31,778 12,000 89,000 |
IRS PENALTIES
IRS PENALTIES | 3 Months Ended |
Jan. 31, 2022 | |
Irs Penalties | |
IRS PENALTIES | NOTE 9 - IRS PENALTIES The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $ 90,000 20,000 83,684 83,684 |
CAPITAL STOCK
CAPITAL STOCK | 3 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
CAPITAL STOCK | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of January 31, 2022, there were no Common Stock Issuances of Common Stock - Sales: In November 2021, the Company sold an aggregate of 8,000,000 0.05 400,000 In January 2022, the Company sold an aggregate of 666,667 0.03 20,000 20,000 In February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 Issuances of Common Stock – Stock-Based Compensation: On December 27, 2021, the Company and an employee agreed to an amendment of the employee’s employment agreement. Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2024 and the Company agreed to increase the employee’s annual salary from $ 180,000 210,000 1,000,000 .029 29,000 1,208 In connection with the VP Agreements, during the three months ended January 31, 2022, the Company issued each of the Sales Executive an additional 450,000 900,000 0.035 31,500 2,625 Equity Line of Credit Commitment: During November 2021, the Company entered into an agreement with an investor whereby the investor has agreed to provide the Company with a $ 10,000,000 7,000,000 0.05 3,000,000 0.067 Shares Issued - Promissory Note As described in Note 8, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s 3,076,923 123,000 Management and Consultants Performance Stock Plan On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”). On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre-transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Boar d member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the Company. Pursuant to the MCPP, a total of 342,500,000 Schedule of management and consultants performance stock plan Name MCPP MCPP Remaining Albert Mitrani 80,000,000 137,500,000 Ian Bothwell 80,000,000 167,500,000 Dr. Maria Mitrani 80,000,000 167,500,000 Dr. George Shapiro 69,500,000 100,000,000 Dr. Allen Meglin - 5,000,000 Michael Carbonara - 5,000,000 Consultants 33,000,000 - Total 342,500,000 582,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. Upon completion of the Share Exchange on October 29, 2021, the MCPP (but not Awards of unexchanged shares of our common stock) was terminated. Unvested Equity Instruments: A summary of unvested equity instruments outstanding for the three months ended January 31, 2022 and 2021 are presented below: Schedule of Nonvested Share Activity Number of Nonvested Shares Weighted- Outstanding at October 31, 2021 83,844,445 $ 0.062 Non-Vested Shares Granted 1,900,000 $ 0.343 Vested (166,667 ) $ 0.029 Expired/Forfeited - $ - Outstanding at January 31, 2022 85,577,778 $ 0.061 Number of Nonvested Shares Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted - $ - Vested (166,666 ) $ 0.029 Expired/Forfeited - $ - Outstanding at January 31, 2021 944,445 $ 0.029 |
WARRANTS
WARRANTS | 3 Months Ended |
Jan. 31, 2022 | |
Warrants | |
WARRANTS | NOTE 11 – WARRANTS A summary of warrant activity for the three months ended January 31, 2022 and 2021 are presented below: Summary of Warrant Activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at January 31, 2022 9,500,000 $ 0.03 6.65 $ 62,250 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at January 31, 2021 9,500,000 $ 0.03 7.65 $ 546,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12 – COMMITMENTS AND CONTINGENCIES Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring: In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications. The ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA. New CRO Agreements During August 2021, October 2021, and December 2021, the Company entered into agreements with a new CRO to provide ongoing clinical research and related services in connection with three of the Company’s approved clinical research trials (“New CRO Agreements”). In connection with the New CRO Agreements, the Company is obligated to make aggregate payments to the CRO of approximately $1,700,000 plus estimated aggregate pass-through costs and other third-party direct costs of approximately $565,000 as well as site and patient related costs. The Company is obligated to make the CRO payments in equal monthly installments over the term of the clinical trial beginning on the commencement of the work by the CRO in connection with the applicable clinical trial and the payments for the pass-through costs and other third-party direct costs as well as site and patient related costs are paid in accordance with completion of agreed upon milestones. As of January 31, 2022, the Company has been billed a total of approximately $208,000 in connection with the New CRO Agreements of which approximately $133,000 is outstanding as of January 31, 2022. Contingent Convertible Obligations Into Equity Securities Obligations Due Under Executive Employment Agreements Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. None of the Executives have yet to elect to convert any portion of their unpaid Original Base Salary. As of January 31, 2022, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $928,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through January 31, 2022, that could be converted in the future into approximately 39,836,000 shares of common stock . Legal Matters On June 17, 2021, Organicell received a subpoena dated June 14, 2021, from the Atlanta Regional Office of the SEC requiring the production of certain documents and communications in connection with the treatment and results of various COVID-19 patients, as discussed in the Company’s Current Reports on Form 8-K filed with the SEC during the period from May 27, 2020 through May 11, 2021. The Company is fully cooperating with the SEC’s investigation and believes that it will be able to provide all of the information requested by the SEC. The Company can make no assurances as to the time or resources that will need to be devoted to this investigation or its final outcome, or the impact, if any, of this investigation or any proceedings on the Company’s current business, financial condition, results of operations, cash flows, or the Company’s future operations. On August 17, 2021, the Company was served with a summons and complaint by LAE International Consulting, LLC (“LAE”), in the case styled LAE International Consulting, LLC v. Organicell Regenerative Medicine, Inc. et al., Case No. 2021-018461-CA-01 (In the Circuit Court of the 11th Judicial Circuit in and for Miami Dade County, Florida) In addition to the foregoing, from time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in any such matter may harm our business. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 3 Months Ended |
Jan. 31, 2022 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 13 - SEGMENT INFORMATION The Company has only one operating segment. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2021 filed with the Securities and Exchange Commission. |
Concentrations of Credit Risk | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at net realizable value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company’s customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the three months ended January 31, 2022 and 2021, the Company did no |
Stock Subscriptions Receivable | Stock Subscriptions Receivable Stock subscriptions receivable for equity investments in the Company are classified as current assets once a fully executed stock subscription agreement is received and provided that the receivable is collected prior to the issuance of the financial statements. In the event that the Company receives a fully executed stock subscription agreement but the receivable is not collected prior to the issuance of the financial statements, the receivable is classified as a direct reduction to stockholders’ equity. At January 31, 2022 and October 31, 2021, there were no |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At January 31, 2022 and October 31, 2021, the Company determined that there were not any reserves required in connection with our inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Construction in Progress | Construction in Progress The cost of all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular point in time and have not yet been placed into service are reported as construction in progress until such time as the project is complete. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At January 31, 2022, the Company had 9,500,000 39,836,000 9,500,000 34,143,000 |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. |
Research and Development Costs | Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $ 276,300 661,900 |
Income Taxes | Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months ended January 31, 2022 and 2021 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during that period. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months ended January 31, 2022 and 2021. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. |
Sequencing | Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 2,500,000,000 1,157,637,928 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at January 31, 2022 and October 31, 2021 that qualify as derivatives. |
Operating Lease Obligations | Operating Lease Obligations Under the provisions of Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), the Company recognizes a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company applies the modified retrospective approach which includes a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified and the inclusion of amounts pertaining to the maintenance portion of the leased assets. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $ 15,000 |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events that occurred after January 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Schedule of Inventories January 31, October 31, Raw materials and supplies $ 65,946 $ 92,601 Finished goods 90,429 142,226 Total inventories $ 156,375 $ 234,827 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Schedule of Property and Equipment January 31, October 31, Computer equipment $ 13,541 $ 10,684 Finance lease equipment 544,378 544,378 Manufacturing equipment 309,299 258,791 867,218 813,853 Less: accumulated depreciation (121,316 ) (107,146 ) 745,902 706,707 Construction in progress: Leasehold improvements 508,478 406,709 Total property and equipment, net $ 1,254,380 $ 1,113,416 |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
Equity [Abstract] | |
Schedule of minimum pre-transaction price per share | Schedule of minimum pre-transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Boar d member consisting of Dr. Allen Meglin and Michael Carbonara |
Schedule of debt and/or equity financings | Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 |
Schedule of management and consultants performance stock plan | Schedule of management and consultants performance stock plan Name MCPP MCPP Remaining Albert Mitrani 80,000,000 137,500,000 Ian Bothwell 80,000,000 167,500,000 Dr. Maria Mitrani 80,000,000 167,500,000 Dr. George Shapiro 69,500,000 100,000,000 Dr. Allen Meglin - 5,000,000 Michael Carbonara - 5,000,000 Consultants 33,000,000 - Total 342,500,000 582,500,000 |
Schedule of Nonvested Share Activity | Schedule of Nonvested Share Activity Number of Nonvested Shares Weighted- Outstanding at October 31, 2021 83,844,445 $ 0.062 Non-Vested Shares Granted 1,900,000 $ 0.343 Vested (166,667 ) $ 0.029 Expired/Forfeited - $ - Outstanding at January 31, 2022 85,577,778 $ 0.061 Number of Nonvested Shares Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted - $ - Vested (166,666 ) $ 0.029 Expired/Forfeited - $ - Outstanding at January 31, 2021 944,445 $ 0.029 |
WARRANTS (Tables)
WARRANTS (Tables) | 3 Months Ended |
Jan. 31, 2022 | |
Warrants | |
Summary of Warrant Activity | Summary of Warrant Activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at January 31, 2022 9,500,000 $ 0.03 6.65 $ 62,250 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted - $ - - $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at January 31, 2021 9,500,000 $ 0.03 7.65 $ 546,000 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | |||
Jan. 31, 2022 | Jan. 31, 2021 | Mar. 16, 2022 | Oct. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
FDIC limits per institutions | $ 250,000 | |||
Bad debt expense | 0 | $ 0 | ||
Stock subscription receivable | $ 0 | $ 0 | ||
Incremental salary | 39,836,000 | 34,143,000 | ||
Research and Development Expense | $ 276,300 | $ 661,900 | ||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | ||
Common stock, shares issued | 1,149,204,595 | 1,132,361,005 | ||
Operating and finance lease obligation | $ 15,000 | |||
Subsequent Event [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Common stock, shares authorized | 2,500,000,000 | |||
Common stock, shares issued | 1,157,637,928 | |||
Common Shares Issuable Upon Exercise Of Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share | 9,500,000 | 9,500,000 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Loss from operations | $ 1,641,432 | $ 8,165,361 | |
Accumulated deficit | 43,318,485 | $ 41,624,749 | |
Working capital deficit | $ 4,400,806 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jan. 31, 2022 | Oct. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials and supplies | $ 65,946 | $ 92,601 |
Finished goods | 90,429 | 142,226 |
Total inventories | $ 156,375 | $ 234,827 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2022 | Oct. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 867,218 | $ 813,853 |
Less: accumulated depreciation and amortization | (121,316) | (107,146) |
Total property and equipment, net before leasehold improvements | 745,902 | 706,707 |
Construction in progress | 508,478 | |
Total property and equipment, net | 1,254,380 | 1,113,416 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 13,541 | 10,684 |
Finance lease equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 544,378 | 544,378 |
Manufacturing Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 309,299 | 258,791 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Construction in progress | $ 508,478 | $ 406,709 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 14,170 | $ 12,192 |
Construction in Progress | $ 508,478 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | ||||||
Mar. 31, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Mar. 31, 2019 | Oct. 31, 2021 | Nov. 30, 2020 | Oct. 03, 2020 | Jul. 02, 2020 | Feb. 28, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Monthly payments | $ 5,478 | ||||||||
Operating leased equipment, per unit | 1 | ||||||||
Lease expense | $ 9,779 | $ 9,350 | |||||||
Security deposit | 50,282 | $ 47,682 | |||||||
Mari Luna [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Minimum monthly lease payments | $ 6,500 | $ 3,500 | |||||||
Operating lease obligation | $ 117,659 | ||||||||
Borrowing rate | 4.50% | ||||||||
Security deposit | $ 5,000 | ||||||||
Basalt Lab Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Operating lease obligation | $ 235,313 | ||||||||
Borrowing rate | 4.50% | ||||||||
Lease expense | $ 6,800 | ||||||||
Lease Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payment to acquire | $ 239,595 | ||||||||
Monthly payments | $ 4,513 | ||||||||
Operating leased equipment, per unit | 1 | ||||||||
Annual interest rate | 3.00% | 450.00% | |||||||
Estimated useful lives of leased equipment | 15 years | 15 years | |||||||
Basalt Lab Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Payment to acquire | 600,000 | $ 304,873 | |||||||
Lease expense | $ 18,361 | ||||||||
Second Lease Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Security deposit | $ 13,600 | $ 11,000 | |||||||
Miami Lab Lease Agreement [Member] | |||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||
Minimum monthly lease payments | $ 4,400 | $ 5,200 | |||||||
Security deposit | $ 6,332 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||||
Oct. 31, 2020 | Jan. 31, 2022 | Jan. 31, 2021 | Oct. 31, 2021 | Mar. 31, 2021 | Oct. 03, 2020 | |
Related Party Transaction [Line Items] | ||||||
Security deposit | $ 50,282 | $ 47,682 | ||||
Rent expenses | 10,500 | $ 10,500 | ||||
Payment for certain expenses | 9,834 | 8,270 | ||||
Albert Mitrani [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salary amounts | 321,293 | |||||
Dr. Mari Mitrani [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salary amounts | 408,455 | |||||
Ian Bothwell [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Salary amounts | 919,428 | |||||
Dr George Shapiro [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Consulting fees | 81,000 | |||||
Michael Carbonara [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related parties | 8,160 | |||||
Second Lease Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly rent expense | $ 6,500 | |||||
Security deposit | $ 13,600 | $ 11,000 | ||||
Rent expenses | 19,500 | $ 19,500 | ||||
Mari Luna [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Monthly rent expense | 3,500 | |||||
Security deposit | 5,000 | |||||
Management Services Organization [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Proceed from sale of products | $ 79,700 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 05, 2019 | Jan. 24, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Jan. 31, 2022 | Jan. 31, 2021 | Jan. 11, 2022 | Dec. 27, 2021 | Oct. 31, 2021 | Jun. 20, 2018 |
Debt Instrument [Line Items] | ||||||||||
Interest rate | 10.00% | |||||||||
Debt outstanding | $ 108,464 | $ 140,434 | ||||||||
Promissory note | 139,000 | 144,000 | ||||||||
Payments for notes receivable | $ 22,340 | |||||||||
Maturity Date | Mar. 8, 2019 | |||||||||
Related parties | 4,392 | |||||||||
Proceeds from note payble | $ 518,500 | |||||||||
Number of shares reserved | 36,923,080 | |||||||||
Number of shares issued | 3,000,000 | |||||||||
Share price | $ 0.067 | $ 0.029 | ||||||||
Repayment of promissory note | $ 200,000 | |||||||||
Promissory note discount | 371,778 | 0 | ||||||||
Common stock issued as commitment fee for Promissory Note | 123,000 | $ 0 | ||||||||
Commitment Fee Shortfall Obligation | 77,000 | 0 | ||||||||
Commitment fee discount | 31,778 | 0 | ||||||||
Commitmnet shortfaal obligation | 12,000 | $ 0 | ||||||||
Commitment fee shortfall obligation | 89,000 | $ 0 | ||||||||
J H Darbie [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Legal fees | 12,500 | |||||||||
Brokerage fees | 9,000 | |||||||||
Securities Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 600,000 | |||||||||
Discount | $ 60,000 | |||||||||
Commitment fee | $ 123,000 | |||||||||
Number of shares issued | 3,076,921 | |||||||||
Share price | $ 0.04 | |||||||||
Unsecured Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 25,000 | |||||||||
Unsecured Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unpiad professional fees | $ 278,340 | |||||||||
Promissory note | $ 256,000 | |||||||||
Cash payment | 166,000 | |||||||||
Periodic payment | $ 7,500 | |||||||||
Additional Commitment [Member] | Securities Purchase Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Commitment fee | $ 61,546 | |||||||||
Number of shares issued | 1,538,462 | |||||||||
Share price | $ 0.04 | |||||||||
Promissory Note [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Discount | $ 60,000 | |||||||||
Promissory note discount | 260,000 | |||||||||
Accredited Investors [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 150,000 | |||||||||
Interest rate | 6.00% | |||||||||
Debt outstanding | 139,000 | |||||||||
Accrued interest | $ 695 |
IRS PENALTIES (Details Narrativ
IRS PENALTIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2022 | Jan. 31, 2011 | Oct. 31, 2021 | |
Irs Penalties | |||
Penalties | $ 90,000 | $ 20,000 | |
Accrued tax penalties | $ 83,684 | $ 83,684 |
CAPITAL STOCK (Details - Minimu
CAPITAL STOCK (Details - Minimum pre-Transaction price per share) | 3 Months Ended |
Jan. 31, 2022$ / sharesshares | |
$0.22 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Pre-transaction price per share valuation | $ / shares | $ 0.22 |
Executive bonus shares issued | 40,000,000 |
Non-executive board bonus shares issued | 2,000,000 |
$0.34 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Pre-transaction price per share valuation | $ / shares | $ 0.34 |
Executive bonus shares issued | 60,000,000 |
Non-executive board bonus shares issued | 3,000,000 |
$0.45 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Pre-transaction price per share valuation | $ / shares | $ 0.45 |
Executive bonus shares issued | 80,000,000 |
Non-executive board bonus shares issued | 4,000,000 |
$0.54 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Pre-transaction price per share valuation | $ / shares | $ 0.54 |
Executive bonus shares issued | 100,000,000 |
Non-executive board bonus shares issued | 5,000,000 |
CAPITAL STOCK (Details - Debt a
CAPITAL STOCK (Details - Debt and/or equity financings) | 3 Months Ended |
Jan. 31, 2022USD ($)shares | |
Range 1 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Aggregate funding amount, minimum | $ 2,500,000 |
Aggregate funding amount, maximum | $ 5,000,000 |
Shares | shares | 5,000,000 |
Range 2 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Aggregate funding amount, minimum | $ 5,000,001 |
Aggregate funding amount, maximum | $ 10,000,000 |
Shares | shares | 10,000,000 |
Range 3 [Member] | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | |
Aggregate funding amount, minimum | $ 10,000,001 |
Aggregate funding amount, maximum | $ 30,000,000 |
Shares | shares | 30,000,000 |
CAPITAL STOCK (Details - Manage
CAPITAL STOCK (Details - Management and consultants performance stock plan) | 3 Months Ended |
Jan. 31, 2022shares | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 342,500,000 |
Mcpp remaining shares available | 582,500,000 |
Albert Mitrani [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 80,000,000 |
Mcpp remaining shares available | 137,500,000 |
Ian Bothwell [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 80,000,000 |
Mcpp remaining shares available | 167,500,000 |
Maria I. Mitrani [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 80,000,000 |
Mcpp remaining shares available | 167,500,000 |
George Shapiro [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 69,500,000 |
Mcpp remaining shares available | 100,000,000 |
Allen Meglin [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 0 |
Mcpp remaining shares available | 5,000,000 |
Michael Carbonara [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 0 |
Mcpp remaining shares available | 5,000,000 |
Consultants [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
Mcpp shares awarded | 33,000,000 |
Mcpp remaining shares available | 0 |
CAPITAL STOCK (Details - Unvest
CAPITAL STOCK (Details - Unvested equity instruments) - $ / shares | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Equity [Abstract] | ||
Number of Nonvested Shares, Outstanding at beginning | 83,844,445 | 1,111,111 |
Weighted-Average Grant Date Value, Outstanding at beginning | $ 0.062 | $ 0.029 |
Number of Non-Vested Shares, Granted | 1,900,000 | 0 |
Weighted-Average Grant Date Value, Granted | $ 0.343 | $ 0 |
Number of Non-Vested Shares, Vested | (166,667) | (166,666) |
Weighted-Average Grant Date Value, Vested | $ 0.029 | $ 0.029 |
Number of Non-Vested Shares, Expired/Forfeited | 0 | 0 |
Weighted-Average Grant Date Value, Expired/Forfeited | $ 0 | $ 0 |
Number of Nonvested Shares, Outstanding at ending | 85,577,778 | 944,445 |
Weighted-Average Grant Date Value, Outstanding at ending | $ 0.061 | $ 0.029 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Jan. 11, 2022 | Feb. 28, 2022 | Dec. 27, 2021 | Nov. 30, 2021 | Sep. 23, 2020 | Jan. 31, 2022 | Apr. 30, 2021 | Jan. 31, 2021 |
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Preferred stock, shares authorized | 10,000,000 | |||||||
Preferred stock, par value | $ 0.001 | |||||||
Preferred stock, shares outstanding | 0 | |||||||
Sale of stock, price per share | $ 0.03 | |||||||
Common stock shares converted | $ 123,000 | $ 400,000 | $ 40,000 | |||||
Sale of stock | 20,000 | |||||||
Annual salary | $ 180,000 | |||||||
Increasing annual salary | $ 210,000 | |||||||
Stock issued for services, shares | 1,000,000 | |||||||
Share price | $ 0.029 | $ 0.067 | ||||||
Stock granted of period value | $ 29,000 | |||||||
Stock based compensation | 1,208 | |||||||
Stock based compensation | $ 528,890 | $ 6,623,705 | ||||||
Cash provided for credit facility | $ 10,000,000 | |||||||
Purchase of restricted common shares | 7,000,000 | |||||||
Share price | $ 0.05 | |||||||
Stock issued during period | 3,000,000 | |||||||
Common stock shares converted | 3,076,923 | |||||||
Common stock description | the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company | |||||||
Shares issued | 342,500,000 | |||||||
V P Agreements [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Share price | $ 0.035 | |||||||
Stock based compensation | $ 2,625 | |||||||
Additional shares | 450,000 | |||||||
Performance Shares | 900,000 | |||||||
Stock based compensation | $ 31,500 | |||||||
Three Accredited Investors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Additional shares issued | 8,000,000 | |||||||
Common stock shares converted | $ 400,000 | |||||||
Two Accredited Investors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Sale of stock, price per share | $ 0.05 | |||||||
Five Accredited Investors [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Additional shares issued | 666,667 | |||||||
Common stock shares converted | $ 20,000 | |||||||
One Accredited Investors [Member] | Subsequent Event [Member] | ||||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||||
Additional shares issued | 8,333,333 | |||||||
Sale of stock, price per share | $ 0.03 | |||||||
Common stock shares converted | $ 250,000 |
WARRANTS (Details - Warrant Act
WARRANTS (Details - Warrant Activity) - Warrant [Member] - USD ($) | 3 Months Ended | |
Jan. 31, 2022 | Jan. 31, 2021 | |
Number of Shares Outstanding beginning balance | 9,500,000 | 9,500,000 |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.03 | $ 0.03 |
Remaining Contractual Term (years) Outstanding beginning balance | 6 years 10 months 24 days | 7 years 10 months 24 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 289,500 | $ 1,268,000 |
Number of Shares, Granted | 0 | 0 |
Weighted-average Exercise Price, Granted | $ 0 | $ 0 |
Aggregate Intrinsic Value, Granted | $ 0 | $ 0 |
Number of Shares, Exercised | 0 | 0 |
Weighted-average Exercise Price, Exercised | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercised | $ 0 | $ 0 |
Number of Shares, Expired/Forfeited | 0 | 0 |
Weighted-average Exercise Price, Expired/Forfeited | $ 0 | $ 0 |
Aggregate Intrinsic Value, Expired/Forfeited | $ 0 | $ 0 |
Number of Shares Outstanding ending balance | 9,500,000 | 9,500,000 |
Weighted-average Exercise Price Outstanding ending balance | $ 0.03 | $ 0.03 |
Remaining Contractual Term (years) Outstanding ending balance | 6 years 7 months 24 days | 7 years 7 months 24 days |
Aggregate Intrinsic Value Outstanding ending balance | $ 62,250 | $ 546,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) | 3 Months Ended |
Jan. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Executive employment agreements description | there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $928,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through January 31, 2022, that could be converted in the future into approximately 39,836,000 shares of common stock |