Cover
Cover | 9 Months Ended |
Jul. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 | 1951 NW 7th Ave, |
Entity Address, Address Line Two | Suite 300 |
Entity Address, City or Town | Miami |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33136 |
City Area Code | (888) |
Local Phone Number | 963-7881 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Current Assets | |||
Cash | $ 74,665 | $ 108,570 | $ 590,797 |
Accounts receivable, net of allowance for bad debts | 126,503 | 104,150 | 29,385 |
Prepaid expenses | 110,672 | 69,647 | 78,790 |
Inventories | 89,741 | 234,827 | 146,811 |
Total Current Assets | 401,581 | 517,194 | 845,783 |
Property and equipment, net | 1,922,196 | 1,113,416 | 365,234 |
Other assets – right of use | 170,986 | 254,665 | 105,355 |
Security deposits | 63,036 | 47,682 | 17,800 |
TOTAL ASSETS | 2,557,799 | 1,932,957 | 1,334,172 |
Current Liabilities | |||
Accounts payable and accrued expenses | 2,585,400 | 1,873,022 | 765,652 |
Accrued liabilities to management | 2,243,914 | 1,542,130 | 1,156,295 |
Notes payable | 45,000 | 4,392 | 6,949 |
Advances payable | 220,897 | 220,897 | 220,897 |
Advances for future stock purchases | 700,000 | ||
Finance lease obligations | 143,748 | 92,270 | 50,843 |
Deferred revenue | 9,575 | 0 | |
Debentures payable | 122,053 | 144,000 | |
Promissory Note, net of debt discount | 512,000 | ||
Commitment Fee Shortfall Obligation | 161,539 | ||
Operating lease obligations | 118,509 | 114,231 | 38,037 |
Convertible debentures | 144,000 | 175,000 | |
Liabilities attributable to discontinued operations | 125,851 | 125,851 | |
Total Current Liabilities | 6,853,060 | 4,126,368 | 2,539,524 |
Long term finance lease obligations | 264,074 | 331,748 | 119,146 |
Long term operating lease obligations | 52,477 | 140,434 | 67,318 |
Total Liabilities | 7,169,611 | 4,598,550 | 2,725,988 |
Stockholders’ Deficit | |||
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 1,206,126,390 and 1,132,361,005 shares issued and outstanding, respectively | 1,206,126 | 1,132,361 | 939,943 |
Additional paid-in capital | 41,684,047 | 37,826,795 | 26,536,430 |
Accumulated deficit | (47,501,985) | (41,624,749) | (28,868,189) |
Total Stockholders’ Deficit | (4,611,812) | (2,665,593) | (1,391,816) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 2,557,799 | $ 1,932,957 | $ 1,334,172 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 |
Common stock, shares issued | 1,206,126,390 | 1,132,361,005 | 939,942,783 |
Common stock, shares outstanding | 1,206,126,390 | 1,132,361,005 | 939,942,783 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Income Statement [Abstract] | ||||||
Revenues | $ 1,713,214 | $ 1,367,895 | $ 5,047,534 | $ 3,931,411 | $ 5,597,487 | $ 3,055,776 |
Cost of revenues | 208,749 | 136,044 | 484,287 | 440,536 | 547,881 | 398,606 |
Gross profit | 1,504,465 | 1,231,851 | 4,563,247 | 3,490,875 | 5,049,606 | 2,657,170 |
General and administrative expenses | 4,266,895 | 2,624,808 | 10,225,371 | 15,282,596 | 17,793,709 | 15,095,111 |
Loss from operations | (2,762,430) | (1,392,957) | (5,662,124) | (11,791,721) | (12,744,103) | (12,437,941) |
Other income (expense) | ||||||
Interest expense | (133,648) | (19,473) | (323,194) | (31,783) | (37,934) | (177,744) |
Change in Commitment Fee Shortfall Obligation | 42,770 | (17,769) | ||||
Gain from write-off of liabilities attributable to discontinued operations | 125,851 | 125,851 | ||||
Other | 3,522 | 25,096 | 25,477 | 32,717 | ||
Loss before taxes | (2,727,457) | (1,408,908) | (5,877,236) | (11,798,408) | (12,756,560) | (12,582,967) |
Provision for income taxes | 0 | 0 | ||||
Net loss | $ (2,727,457) | $ (1,408,908) | $ (5,877,236) | $ (11,798,408) | $ (12,756,560) | $ (12,582,967) |
Net loss per common share - basic and diluted | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | $ (0.02) |
Weighted average number of common shares outstanding - basic and diluted | 1,087,077,331 | 1,102,213,123 | 1,074,721,483 | 1,040,476,900 | 1,059,488,329 | 670,817,666 |
CONSOLIDATED CHANGES TO STOCKHO
CONSOLIDATED CHANGES TO STOCKHOLDERS’ DEFICIT - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Oct. 31, 2019 | $ 502,937 | $ 14,219,736 | $ (16,285,222) | $ (1,562,549) |
Beginning balance, shares at Oct. 31, 2019 | 502,936,805 | |||
Sale of common stock | $ 65,454 | 2,129,867 | 2,195,321 | |
Sale of common stock, Shares | 65,454,170 | |||
Conversion of debt and accrued interest | $ 40,000 | 559,400 | 599,400 | |
Conversion of debt and accrued interest, shares | 40,000,000 | |||
Stock based compensation | $ 331,392 | 9,583,107 | 9,914,499 | |
Stock based compensation, shares | 331,391,808 | |||
Exchange of debt | $ 160 | 44,320 | 44,480 | |
Exchange of debt, shares | 160,000 | |||
Net loss | (12,582,967) | (12,582,967) | ||
Ending balance, value at Oct. 31, 2020 | $ 939,943 | 26,536,430 | (28,868,189) | (1,391,816) |
Ending balance, shares at Oct. 31, 2020 | 939,942,783 | |||
Sale of common stock | $ 42,266 | 2,215,004 | 2,257,270 | |
Sale of common stock, Shares | 42,266,234 | |||
Exchange of accounts payable for stock | $ 677 | 112,529 | 113,206 | |
Exchange of accounts payable for stock, Shares | 676,988 | |||
Stock issued for future services | $ 60 | 9,940 | 10,000 | |
Stock issued for future services, shares | 60,000 | |||
Stock based compensation | $ 133,190 | 8,213,201 | 8,346,391 | |
Stock based compensation, shares | 133,190,000 | |||
Net loss | (11,798,408) | (11,798,408) | ||
Ending balance, value at Jul. 31, 2021 | $ 1,116,136 | 37,087,104 | (40,666,597) | (2,463,357) |
Ending balance, shares at Jul. 31, 2021 | 1,116,136,005 | |||
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 | $ 52,766 | 2,654,504 | 2,707,270 | |
Sale of common stock, Shares | 52,766,234 | |||
Exchange of accounts payable for stock | $ 677 | 112,529 | 113,206 | |
Exchange of accounts payable for stock, Shares | 676,988 | |||
Stock issued for future services | $ 60 | 9,940 | 10,000 | |
Stock issued for future services, shares | 60,000 | |||
Stock based compensation | $ 138,915 | 8,513,392 | 8,652,307 | |
Stock based compensation, shares | 138,915,000 | |||
Net loss | (12,756,560) | (12,756,560) | ||
Ending balance, value at Oct. 31, 2021 | $ 1,132,361 | 37,826,795 | (41,624,749) | (2,665,593) |
Ending balance, shares at Oct. 31, 2021 | 1,132,361,005 | |||
Beginning balance, value at Apr. 30, 2021 | $ 1,095,470 | 35,643,766 | (39,257,689) | (2,518,453) |
Beginning balance, shares at Apr. 30, 2021 | 1,095,469,695 | |||
Sale of common stock | $ 13,669 | 913,601 | 927,270 | |
Sale of common stock, Shares | 13,669,322 | |||
Exchange of accounts payable for stock | $ 177 | 30,779 | 30,956 | |
Exchange of accounts payable for stock, Shares | 176,988 | |||
Stock issued for future services | $ 60 | 9,940 | 10,000 | |
Stock issued for future services, shares | 60,000 | |||
Stock based compensation | $ 6,760 | 489,018 | 495,778 | |
Stock based compensation, shares | 6,760,000 | |||
Net loss | (1,408,908) | (1,408,908) | ||
Ending balance, value at Jul. 31, 2021 | $ 1,116,136 | 37,087,104 | (40,666,597) | (2,463,357) |
Ending balance, shares at Jul. 31, 2021 | 1,116,136,005 | |||
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 | $ 17,000 | 653,000 | 670,000 | |
Sale of common stock, Shares | 17,000,000 | |||
Stock based compensation | $ 50,150 | 2,760,836 | 2,810,986 | |
Stock based compensation, shares | 50,150,000 | |||
Net loss | (5,877,236) | (5,877,236) | ||
Capital contributed by Executive | 250,000 | 250,000 | ||
Common stock issued as commitment fee for Promissory Note | $ 4,615 | 151,616 | 156,231 | |
Common stock issued as commitment fee for Promissory Note, Shares | 4,615,385 | |||
Stock issued in settlement of litigation | $ 2,000 | 41,800 | 43,800 | |
Stock issued in settlement of litigation, Shares | 2,000,000 | |||
Ending balance, value at Jul. 31, 2022 | $ 1,206,126 | 41,684,047 | (47,501,985) | (4,611,812) |
Ending balance, shares at Jul. 31, 2022 | 1,206,126,390 | |||
Beginning balance, value at Apr. 30, 2022 | $ 1,166,888 | 39,417,550 | (44,774,528) | (4,190,090) |
Beginning balance, shares at Apr. 30, 2022 | 1,166,887,928 | |||
Stock based compensation | $ 37,700 | 1,984,804 | 2,022,504 | |
Stock based compensation, shares | 37,700,000 | |||
Net loss | (2,727,457) | (2,727,457) | ||
Capital contributed by Executive | 250,000 | 250,000 | ||
Common stock issued as commitment fee for Promissory Note | $ 1,538 | 31,693 | 33,231 | |
Common stock issued as commitment fee for Promissory Note, Shares | 1,538,462 | |||
Ending balance, value at Jul. 31, 2022 | $ 1,206,126 | $ 41,684,047 | $ (47,501,985) | $ (4,611,812) |
Ending balance, shares at Jul. 31, 2022 | 1,206,126,390 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (5,877,236) | $ (11,798,408) | $ (12,756,560) | $ (12,582,967) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 54,587 | 37,981 | 52,702 | 36,775 |
Bad debt expense | 0 | 340 | ||
Interest expense on conversion of Funding Facility | 0 | 118,350 | ||
Stock-based compensation | 2,810,986 | 8,346,391 | 8,652,307 | 9,914,499 |
Stock issued in settlement of litigation | 43,800 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (26,745) | (18,840) | ||
Accounts receivable, net of allowance for bad debts | (74,765) | (3,690) | ||
Prepaid expenses | (41,025) | (23,667) | 19,143 | 42,604 |
Inventories | 115,086 | (96,553) | (88,016) | (68,848) |
Accounts payable and accrued expenses | 626,408 | 1,286,158 | 1,220,576 | 218,755 |
Accrued liabilities to management | 701,783 | 175,895 | 385,835 | 524,483 |
Security deposits | (15,354) | (29,882) | (29,882) | (12,800) |
Deferred revenue | (9,575) | 9,575 | 0 | |
Depreciation and amortization expense | 69,711 | 37,981 | ||
Amortization of OID and commitment fee discount – Promissory Note | 272,000 | |||
Change in Commitment Fee Shortfall Obligation | 17,769 | |||
Gain from write-off of liabilities attributable to discontinued operations | (125,851) | |||
Write-off of inventory | 30,000 | |||
Net cash used in operating activities | (1,408,243) | (2,120,925) | (2,609,085) | (1,812,499) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of fixed assets | (516,519) | (224,809) | (496,011) | (138,694) |
Net cash used in investing activities | (516,519) | (224,809) | (496,011) | (138,694) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of notes payable | 518,500 | 0 | 400,000 | |
Payments on finance lease | (50,844) | (55,399) | ||
Repayments of notes payable | (232,947) | (33,557) | (33,557) | (130,489) |
Proceeds from sale of common stock | 650,000 | 1,857,270 | 2,707,270 | 2,195,321 |
Proceeds from issuance of Promissory Note | 540,000 | |||
Advances for future stock purchases | 700,000 | |||
Capital contributed by executive | 250,000 | |||
Payments on finance lease | (16,196) | (38,869) | ||
Net cash provided by financing activities | 1,890,857 | 1,784,844 | 2,622,869 | 2,409,433 |
(Decrease) in cash | (33,905) | (560,890) | (482,227) | 458,240 |
Cash at beginning of period | 108,570 | 590,797 | 590,797 | 132,557 |
Cash at end of period | 74,665 | 29,207 | 108,570 | 590,797 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for taxes | 0 | 0 | ||
Cash paid for interest | 54,670 | 19,243 | 28,473 | 56,877 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||
Exchange of accounts payable interest into common stock | 113,206 | 113,206 | 0 | |
Operating lease – right of use assets | 235,313 | |||
Stock issued for future services | 10,000 | 10,000 | 0 | |
Stock subscription receivable | 400,000 | |||
Finance lease obligations | 304,873 | 0 | ||
Operating lease – right of use assets | 235,313 | 117,659 | ||
Conversion of debt and accrued interest into common stock | $ 0 | $ 643,880 | ||
OID discount on proceeds received from Promissory Note | 60,000 | |||
Stock purchased from payments due on accounts payable | 20,000 | |||
Common stock issued as commitment fee for Promissory Note | 156,231 | |||
Commitment Fee Shortfall Obligation | 143,769 | |||
Promissory note issued for past due Professional Fees | 256,000 | |||
Purchase of fixed assets included in accounts payable | $ 361,972 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
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 the provision of other related services. The Company’s proprietary products are derived from perinatal sources and manufactured to retain the naturally occurring extracellular vesicles, hyaluronic acid, and proteins without the addition or combination of any other substance or diluent. Our proprietary products are principally used in the health care industry administered through doctors and clinics (collectively, “Providers”). On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc. to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”) and during November 2021 the Name Change was effectuated in the marketplace by the Financial Industry Regulatory Agency. For the nine months ended July 31, 2022 and July 31, 2021, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, which was formed to sell the Company’s therapeutic products to Providers. The Company’s leading product, Zofin™ (also known as Organicell TM In June 2021, the Company announced that it was launching a service platform for its first autologous product called Patient Pure X TM TM TM 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. Due to limited activity to date, the Company intends to close-down this service by October 31, 2022. | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organicell Regenerative Medicine, Inc. (formerly 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, the “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 (“FINRA”). For the year ended October 31, 2021, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, with a business purpose to sell therapeutic products to Providers. During November 2020, the Company formed Livin Again Inc. (“Livin”), a wholly owned subsidiary of the Company for the purpose of among other things, providing advertising and marketing services, to Providers of medical and other healthcare, anti-aging and regenerative services (“Regenerative Services”) including FDA-approved IV vitamin and mineral liquid infusions. 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
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 and nine months ended July 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 July 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 July 31, 2022 and October 31, 2021, the Company determined that there were no 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 15 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 of title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. 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 July 31, 2022, the Company had 49,500,000 61,967,000 9,500,000 33,570,000 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 $ 111,000 233,000 664,000 1,129,000 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 and nine months ended July 31, 2022 and 2021 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months and nine months ended July 31, 2022 and 2021. 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 1,476,126,390 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 July 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 July 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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. Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 During the fiscal year ended October 31, 2021, the Company sold a total of approximately $ 2,140,000 37.6 709,000 12.5 881,600 15.7 10 During the fiscal year ended October 31, 2021, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $ 148,600 131,600 53.0 47.0 179,000 30,000 85.6 14.4 The Company’s sales and supply agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability of raw materials and/or products from other suppliers. 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 fair 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 repay 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 year ended October 31, 2021 and 2020, the Company recorded bad debt expense of $ 0 340 Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. We provide 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 October 31, 2021, we determined that there were not any reserves required in connection with our finished goods. 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 15 Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At October 31, 2021, the Company had 9,500,000 35,684,900 9,500,000 32,671,100 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 $ 1,120,067 233,526 Income Taxes The Company files a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the years ended October 31, 2021 and 2020 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the years ended October 31, 2021 and 2020. Valuation of Derivatives The Company evaluates its financial instruments, including 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 1,149,204,595 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 October 31, 2021 and October 31, 2020 that contain derivatives. Operating and Finance 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 October 31, 2021 through the financial statement issuance date for subsequent event disclosure or recording. |
GOING CONCERN
GOING CONCERN | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
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 net losses of $ 5,877,236 47,501,985 6,451,479 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 returns 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 (a) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines; (b) the United States economy returns to pre-COVID-19 market conditions; (c) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products; (d) obligations to the Company’s creditors are not accelerated; (e) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations; (f) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products; and/or (g) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. If revenues do not increase and stabilize, if the 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 July 31, 2022, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. | NOTE 3 – GOING CONCERN The 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 $ 12,744,103 41,624,749 3,609,174 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 Unites 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 October 31, 2021, 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 5 – INVENTORIES Schedule of Inventories July 31, October 31, Raw materials and supplies $ 9,642 $ 92,601 Finished goods 80,099 142,226 Total inventories $ 89,741 $ 234,827 | NOTE 4 – INVENTORIES Schedule of Inventories October 31, October 31, Raw materials and supplies $ 92,601 $ 26,199 Finished goods 142,226 120,612 Total inventories $ 234,827 $ 146,811 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Schedule of Property and Equipment July 31, October 31, Computer equipment $ 18,899 $ 10,684 Finance lease equipment 544,378 544,378 Manufacturing equipment 609,844 258,791 Leasehold improvements 925,932 - 2,099,053 813,853 Less: accumulated depreciation and amortization (176,857 ) (107,146 ) 1,922,196 706,707 Construction in progress - 406,709 Total property and equipment, net $ 1,922,196 $ 1,113,416 Depreciation expense totaled $ 21,812 13,125 54,587 37,981 As described in Note 7, during the year ended October 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab Lease location. The Basalt Lab Lease location became operational during May 2022 and amortization of these costs began during May 2022. Amortization expense totaled $ 15,124 | NOTE 5 – PROPERTY AND EQUIPMENT Schedule of Property and Equipment October 31, October 31, Computer equipment $ 10,684 $ 8,653 Finance lease equipment 544,378 239,595 Manufacturing equipment 258,791 171,430 813,853 419,678 Less: accumulated depreciation (107,146 ) (54,444 ) 706,707 365,234 Construction in progress: Leasehold improvements 406,709 - Total property and equipment, net $ 1,113,416 $ 365,234 Depreciation expense totaled $ 52,702 36,775 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 October 31, 2021 was $ 406,709 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Lease Obligations | ||
LEASE OBLIGATIONS | NOTE 7 – 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 July 31, 2022 and 2021 was $ 10,001 9,562 29,670 28,367 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 In connection with the Closing, both of the lease agreements with Mariluna LLC were terminated and the remaining ROU asset and security deposit were written off (see Note 12). On August 30, 2022, the Company entered into a one-year lease agreement for office space in Los Angeles, California commencing September 1, 2022 and ending August 31, 2023. The Company was required to make a one-time prepayment of the annual rent in the amount of $ 160,000 10,000 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 space. In connection with the Miami Lab Lease, the Company was required to post a security deposit of $ 6,332 8,000 9,500 During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”). The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location. The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default (“First Renewal Option”). Rental expense is $ 6,800 13,600 925,932 In connection with the execution of the Basalt Lab Lease, the Company recorded a ROU asset and corresponding operating lease obligation of $ 235,313 4.5 Lease amortization expense for the three months and nine months ended July 31, 2022 was $ 19,397 56,735 | 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 The weighted average remaining term of the Company’s Finance Leases as of October 31, 2021 was 45.4 Schedule of Financial Lease Payment Minimum Year Ended October 31, Rent 2022 $ 103,454 2023 119,887 2024 83,783 2025 65,731 2026 65,731 Thereafter 16,432 Total undiscounted finance lease payments 455,018 Less: imputed interest (31,000 ) Present value of finance lease liabilities $ 424,018 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 year ended October 31, 2021 and 2020 was $ 38,037 35,117 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 13,600 235,313 4.5 Lease amortization expense for the years ended October 31, 2021 and 2020 was $ 47,967 0 The weighted average remaining term of the Company’s operating leases as of October 31, 2021 was 24.1 Schedule of Operating Lease Minimum Year Ended October 31, Rent 2022 $ 125,232 2023 113,729 2024 28,857 Total undiscounted operating lease payments 267,818 Less: imputed interest (13,153 ) Present value of operating lease liabilities $ 254,665 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 8 – 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 31,500 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 58,500 In connection with Mr. Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC (“Rover”), a company owned and controlled by Mr. Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $ 11,737 7,453 28,818 23,177 For the three months and nine months ended July 31, 2022, the Company sold a total of approximately $ 218,800 501,600 76,800 152,600 16,300 26,600 13,200 20,800 At July 31, 2022, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $ 418,519 585,955 1,104,419 135,000 During June 2022, Albert Mitrani made a capital contribution of $ 250,000 | NOTE 7 – RELATED PARTY TRANSACTIONS On February 26, 2020, April 25, 2020 and June 29, 2020, Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s employment agreements were amended. See Note 12 for a more detailed description of the executive employment agreements and the respective amendments referred to above. Effective February 26, 2020, Mr. Bothwell was granted cashless warrants to purchase 7,500,000 0.028 During April 2020, June 2020, August 2020, September 2020, February 2021 and April 2021, each of the current executives of the Company, Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell and Dr. George Shapiro (“Current Executives”) were granted rights under the Management and Consultant Performance Plan (“MCPP”) to receive common stock of the Company based on the achievement of certain defined milestones. In addition, during June 2020, each of the current non-executive members of the Board were granted rights under the MCPP to receive common stock of the Company based on the achievement of certain defined milestones (see Note 10). On October 29, 2021, the Company entered into an Exchange Agreement (see Note 10) with the current executive officers of the Company (as well as other non-related party shareholders) whereby the executive officers of the Company exchanged an aggregate of 50,000,000 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 term of the lease was extended through June 2023. Beginning July 2020, the monthly rent increased from $2,900 to $ 3,500 5,000 42,000 37,200 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 78,000 6,500 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 $ 31,192 24,788 For the year ended October 31, 2021, the Company sold a total of approximately $ 881,600 13,820 32,655 53,740 27,385 14,320 During April 2020 through May 2020, the Company sold 11,000,000 220,000 1,166,666 422,514 625,000 0.03 0.10 127,251 On October 10, 2019, the Company and Michael Carbonara, a director of the Company agreed to a convertible funding facility arrangement (“Funding Facility”) whereby Mr. Carbonara or its designee funded the Company $ 500,000 40,000,000 5,000,000 0.02 1,818,181 0.055 100,000 On February 26, 2020, the Company agreed to immediately grant Dr. George Shapiro, the Company’s Chief Medical Officer (“CMO”) 5,000,000 82,250 82,250 500,000 27,000 In connection with Mr. Robert Zucker’s resignation as a member of the Board of Directors of the Company in April 2020, the Board approved the issuance to Mr. Zucker of 736,808 0.022 On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 0.115 Effective December 21, 2020, the Company granted a bonus of $ 50,000 15,000,000 1,000,000 From time to time, Mr. Bothwell and/or his respective affiliates have advanced funds to the Company to pay for certain expenses of the Company. As of October 31, 2021 and 2020, $ 6,253 1,965 At October 31, 2021, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $ 275,924 362,455 843,478 54,000 216,436 233,655 649,407 54,833 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE Notes Payable Debentures On June 20, 2018, the Company issued a total of $ 150,000 6 th th 122,053 0 On August 20, 2022, the Lender and the Company entered into a settlement and general release agreement whereby the Company agreed to make a lump sum payment of $ 87,500 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 45,000 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 0 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 (“Extension”), bears interest at a rate of 10 Under the terms of the Promissory Note, only following an event of default (as defined in the Promissory Note), is convertible into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined) of the common stock during (i) the twenty (20) trading day period preceding the issuance date of the Note; or (ii) the twenty (20) trading day period preceding the date of conversion of the Promissory Note. As used in the Promissory Note, “VWAP” means, for any date, the price of our common stock as determined by the first of the following clauses that applies: (i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.; or (ii) if the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Market Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc. tier or as quoted by such securities dealer. In accordance with the terms of the SPA, as of January 11, 2022, the Company has reserved 36,923,080 The Promissory Note may be prepaid by the Company at any time without penalty. The Promissory Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature. Pursuant to the terms of the SPA, the Company paid a commitment fee to the Purchaser in the amount of $ 123,000 3,076,923 0.04 33,231 1,538,462 0.0216 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 $ 300,000 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 77,000 100,000 33,231 66,769 For the three months and nine months ended July 31, 2022, $ 110,222 272,000 At July 31, 2022, the fair value of the Commitment Fee Shares was approximately $ 138,461 42,770 17,769 161,539 | NOTE 8 – NOTES PAYABLE Private Placement Of Convertible Debentures On June 20, 2018, the Company issued a total of $ 150,000 6 th th During October 2018, the Company issued a total of $ 70,000 6 th 50,000 6,250 20,000 20,300 160,000 0.125 0.278 24,180 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 4,392 Credit Facility On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $ 100,000 2,541 132,160 45.67 Funding Facility On October 10, 2019, the Company and an investor (“Noteholder”) agreed to a funding facility arrangement (“Funding Facility”) whereby the Noteholder was required to fund the Company an initial tranche of $ 100,000 500,000 100,000 February 15, 2021 6.0 40,000,000 500,000 The Company determined the fair value of the Converted Stock in accordance with ASC 820, which was determined to be approximately $ 599,400 94,170 505,230 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 – INCOME TAXES The Company files a consolidated federal income tax return that includes all of its subsidiaries. For the years ended October 31, 2021 and 2020, the Company incurred operating losses, and therefore, there was not any current income tax expense amount recorded during those periods. The consolidated provision for income taxes for October 31, 2021 and 2020 consists of the following: Schedule of consolidated provision for income taxes Year Ended Year Ended 2021 2020 Current: Federal $ – $ – State – – Current Income Tax Expense (Benefit) $ – $ – Deferred: Federal $ (2,651,809 ) $ (2,626,791 ) State (563,409 ) (540,796 ) Deferred Income Tax Expense (Benefit) (3,215,218 ) (3,167,587 ) Change in Valuation Allowance 3,215,218 (3,167,587 ) Income tax provision $ – $ – Effective tax rates differ from the federal statutory rate of 21 Schedule of Income before Income Taxes October 31, October 31, Tax at federal statutory rate $ (2,678,878 ) $ (2,642,423 ) State taxes, net of federal benefit (554,273 ) (546,730 ) Permanent differences 27,070 18,782 Other (9,137 ) 2,784 Total income tax expense (benefit) (3,215,218 ) (3,167,587 ) Change in valuation allowance 3,215,218 3,167,587 Income tax provision $ – $ – The Company had a federal net operating loss carryover of $ 7,200,185 The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows: Schedule of Deferred Tax assets and Liabilities October 31, October 31, Deferred Tax Assets: Stock based compensation $ 7,281,332 $ 5,184,240 Accrued compensation 480,109 315,122 Net operating loss carryforward-Federal 1,512,039 640,663 Net operating loss carryforward-State 282,780 118,160 State bonus depreciation 29,986 – Other 177 177 Total deferred tax assets: 9,586,423 6,258,362 Deferred Tax Liabilities: Property and equipment 205,378 92,535 Total deferred tax liabilities: 205,378 92,535 Valuation Allowance (9,381,045 ) (6,165,827 ) Net deferred tax assets $ – $ – FASB ASC 740 requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. At October 31, 2021 and October 31, 2020, the net deferred tax asset was offset by a full valuation allowance. 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 70,000 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||
CAPITAL STOCK | NOTE 11 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 On August 17, 2022, the Company filed a Certificate of Designation for a newly created Series C Non-Convertible Preferred Stock consisting of 100 0.001 The Series C Preferred Shares vote together with shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law. The Series C Preferred Shares are not convertible into common stock, do not have any dividend rights and do have a nominal liquidation preference. The Series C Preferred Shares also have certain protective provisions, such as requiring the vote of a majority of Series C Preferred Shares to change or amend their rights, powers, privileges, limitations and restrictions. Issued Shares As of July 31, 2022, there were no In connection with the Closing (see Note 4), on August 19, 2022, the Company issued each of Skycrest and Greyt, 50 shares of the Series C Preferred Shares. The Series C Preferred Shares are automatically redeemed by the Company for nominal consideration at such time as the holder owns less than 50% of the Shares purchased pursuant to its SPA and Shares issued or issuable upon exercise of the Consulting Warrants or in the event the holder transfers or seeks to transfer the Series C Preferred Shares, other than by the laws of descent and distribution. 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 In February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 During August 2022, in connection with the Closing, the Company sold an aggregate of 200,000,000 0.02 4,000,000 During August 2022 and September 2022, the Company sold an aggregate of 62,500,000 0.04 2,500,000 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 7,250 15,708 In connection with the VP Agreements, during the nine months ended July 31, 2022, the Company issued each of the Sales Executive an additional 450,000 900,000 0.035 5,250 15,750 On March 17, 2022, the Company entered into a consulting agreement with a third party to assist the Company with certain services associated with the implementation of the PPX TM 7,000,000 0.018 126,000 58,154 87,231 On June 9, 2022, the Company entered into a consulting agreement with a company affiliated with Mr. Sinnreich in connection with past and future consulting and advisory services to be provided to the Company. In connection with the consulting agreement, for the months of June 2022 and July 2022, the Company issued the consultant 1,700,000 2,000,000 0.019 0.0135 59,300 On July 21, 2022, in connection with the Term Sheet, Mr. Sinnreich was issued 10,000,000 0.0343 343,000 On July 21, 2022, in connection with the Term Sheet, during the first year of the Initial Term, Mr. Sinnreich will be compensated by the issuance of 24,000,000 shares of Organicell’s common stock upon execution of the Term Sheet, which shall vest pro-rata in equal monthly installments of 2,000,000 shares each. The shares issued were valued at $0.0343 per share, the closing price of the common stock of the Company on the effective date of the Term Sheet, totaling $823,200. The Company will amortize the costs associated with the issuance over the first year of the Initial Term. The Company recorded $ 22,553 On August 18, 2022, the Company entered into a consulting agreement with a third party to provide strategic marketing and digital marketing services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company will pay the consultant $15,000 per month and issued the consultant 2,500,000 shares of unregistered common stock valued at $0.0241 per share, the closing price of the common stock of the Company on the effective date of the agreement. All of the shares granted vested immediately on the date of issuance. The Company will record $ 60,250 Equity Line of Credit Commitment: During November 2021, the Company entered into an term sheet agreement with Tysadco Partners LLC, a Delaware limited company (“Tysadco”) whereby Tysadco agreed to provide the Company with a $ 10,000,000 7,000,000 0.05 3,000,000 0.067 201,000 On September 1, 2022, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Tysadco and a Registration Rights Agreement (the “Registration Rights Agreement”) with Tysadco. Pursuant to the Purchase Agreement, Tysadco committed to purchase, subject to certain restrictions and conditions, up to $10,000,000 worth of the Company’s common stock (the “Commitment”), over a period of 24 months from the effectiveness of the registration statement registering the resale of shares purchased by Tysadco pursuant to the Purchase Agreement (the “Registration Statement”). The Purchase Agreement provides that at any time after the effective date of the Registration Statement, from time to time on any business day selected by the Company (the “Purchase Date”), the Company shall have the right, but not the obligation, to direct Tysadco to buy the lesser of $1,000,000 in common stock per sale or 500% of the daily average share value traded for the 10 days prior to the closing request date, at a purchase price of 80% of the of the two lowest individual daily VWAPs during the ten (10) trading days preceding the draw down or put notice (“Valuation Period”), with a minimum request of $25,000. The payment for the shares covered by each request notice will occur on the business day immediately following the Valuation Period. In addition, Tysadco will not be obligated to purchase shares if Tysadco’ s total number of shares beneficially held at that time would exceed 9.99% of the number of shares of the Company’s common stock as determined in accordance with Rule 13d-1(j) of the Securities Exchange Act of 1934, as amended. In addition, the Company is not permitted to draw on the Purchase Agreement unless the Registration Statement covering the resale of the shares is effective. The Purchase Agreement also contains customary representations and warranties of each of the parties. The assertions embodied in those representations and warranties were made for purposes of the Purchase Agreement and are subject to qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Purchase Agreement. The Purchase Agreement further provides that the Company and Tysadco are each entitled to customary indemnification from the other for, among other things, any losses or liabilities they may suffer as a result of any breach by the other party of any provisions of the Purchase Agreement or Registration Rights Agreement. The Company has the unconditional right, at any time, for any reason and without any payment or liability, to terminate the Purchase Agreement. Pursuant to the terms of the Registration Rights Agreement, the Company is obligated to use its commercially reasonable efforts to file a registration statement with the Securities and Exchange Commission within thirty (30) days after the date of such agreement, to register the resale by Tysadco of the shares of common stock issuable under the Purchase Agreement. Shares Issued - Promissory Note: As described in Note 9, in connection with the issuance of the Promissory Note on January 11, 2022, the Company issued the Purchaser’s 3,076,923 123,000 Shares Issued – Amendment of consulting agreement: On August 19, 2022 the Company and a consultant (“Consultant”) agreed to an amendment to the consulting agreement whereby the Consultant was issued 5,000,000 20,000 The shares issued were valued at $0.0235 per share, the closing price of the common stock of the Company on the effective date of the settlement, totaling $117,500. Shares Issued – Settlement of Litigation: As described in Note 13, during April 2022 the Company settled a lawsuit whereby the Company paid LAE $ 45,000 2,000,000 43,800 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 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 Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. 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 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 shares have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: Schedule of management and consultants performance stock plan MCPP MCPP Remaining Shares Shares Name Issued Authorized 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 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. In connection with the Closing, the Company and each of the grantees of awards authorized but not yet issued under the MCPP (“Awards”) agreed to waive and terminate their respective Awards. Unvested Equity Instruments A summary of unvested equity instruments outstanding for the nine months ended July 31, 2022 and 2021 are presented below: Schedule of Non vested Share Activity Number of Weighted- Outstanding at October 31, 2021 83,844,445 $ 0.062 Non-Vested Shares Granted 25,900,000 $ 0.034 Vested (3,601,979 ) $ 0.049 Expired/Forfeited - $ - Outstanding at July 31, 2022 106,142,466 $ 0.055 Number of Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted - $ - Vested (499,998 ) $ 0.029 Expired/Forfeited - $ - Outstanding at July 31, 2021 611,113 $ 0.029 | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of October 31, 2021, there were no Common Stock On May 18, 2020 and May 19, 2020, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 50.30% 750,000,000 1,500,000,000 On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% 1,500,000,000 2,500,000,000 Issuances of Common Stock - Sales: During November 2019 through January 2020, the Company sold 3,250,000 0.02 65,000 During February 2020 through April 2020, the Company sold 11,050,000 0.02 221,000 During April 2020 through May 2020, the Company sold 11,000,000 0.02 220,000 1,166,666 422,514 625,000 0.03 0.10 0.08 127,251 195,869 On April 27, 2020, the Company sold 5,000,000 0.02 100,000 0.0269 34,500 During May 2020, the Company sold 3,000,000 0.02 60,000 During July and August 2020, the Company completed the private placement to 19 accredited investors for the sale of 13,499,992 0.03 405,000 25,000 During July 2020, the Company sold 1,000,000 0.02 0.03 25,000 During August 2020, the Company sold 8,606,665 0.03 0.06 392,100 During September 2020, the Company sold 4,800,000 0.06 0.10 410,000 During October 2020, the Company sold 2,033,333 0.06 0.10 170,000 During November 2020, the Company sold 800,000 0.05 40,000 During February 2021, the Company sold an aggregate of 12,340,910 0.05 0.06 665,000 On February 22, 2021, the Company sold 1,818,181 0.055 100,000 0.086 56,364 During April 2021, the Company sold an aggregate of 13,677,821 0.03 0.25 535,000 During May 2021, the Company sold an aggregate of 2,087,822 0.13 0.15 286,250 During the period June 2021 through July 2021, the Company sold an aggregate of 11,541,500 0.05 0.13 631,020 During August 2021, the Company sold an aggregate of 3,000,000 0.05 150,000 During October 2021, the Company sold an aggregate of 7,500,000 0.04 300,000 In November 2021, the Company sold an aggregate of 8,000,000 0.05 400,000 In February 2022, the Company sold an aggregate of 8,333,333 0.03 250,000 Issuances of Common Stock – Stock Compensation: Upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 0.035 35,000 750,000 9,000,000 6,300,000 2,250,000 17,100,000 323,400 227,500 In connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 0.022 266,400 20,000,000 0.0614 1,228,000 358,167 During the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 0.027 0.031 18,650 During the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 0.029 0.034 89,458 During the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 0.031 0.048 27,809 During April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 0.023 0.28 96,600 During February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 0.028 140,000 In connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808 0.022 16,210 On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 0.115 345,000 On May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial advisory services (see Note 12). As consideration, the Company agreed to issue the Advisor 1,000,000 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. 6,000,000 0.04 10,000 During July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000 0.05 250,000 During August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants 300,000 25,000 0.127 40,790 During October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to two individuals an aggregate of 230,000 0.035 0.17 8,730 During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 0.151 302,000 2,000,000 185,400 0.093 92,700 During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 0.145 36,225 During December 2020, the Board approved the bonus of 47,675,000 45,000,000 2,000,000 550,000 125,000 0.12 5,721,000 During April 2021, the Board approved the bonus of 500,000 0.055 27,450 During December 2020, January 2021 and February 2021, the Company issued to various employees and consultants 25,000 240,000 50,000 0.035 0.17 19,855 During February 2021, the Company entered into a consulting agreement with a third party to provide consulting services for a one-year period. As consideration for agreeing to provide consulting services to the Company, the Company agreed to issue the consultant 500,000 250,000 75,000 1,500,000 0.095 47,500 35,625 During April 2021, the Company entered into a consulting agreement with a third party to provide investor relation services. The term of the agreement is month to month and may be terminated with or without cause. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $ 15,000 500,000 0.057 28,500 During March 2021, April 2021 and May 2021, the Company granted a total of 750,000 0.049 0.40 85,075 On June 4, 2021, the Company and an employee agreed to 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, 2022 and the Company agreed to grant the employee 1,000,000 0.136 3,000,000 136,000 During June 2021, the Company granted a total of 1,100,000 0.14 0.148 154,740 On June 10, 2021, the Company agreed to issue 60,000 10,000 0.167 On December 27, 2021, the Company and an employee agreed to 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 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 3,000,000 201,000 Issuances of Common Stock – Conversion of Debt: As more fully described in Note 8, the Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility into 40,000,000 0.013 As more fully described in Note 8, during October 2020, the Company and the holder of the $ 20,000 20,000 20,300 160,000 0.125 Issuances of Common Stock – Exchange of balances due on accounts payable for stock: During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250 500,000 27,000 During May 2021, the Company and two employees agreed to exchange $ 30,973 176,989 0.175 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 Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. 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 MCPP MCPP Remaining Shares Shares Name Issued Authorized 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. During the years ended October 31, 2021 and 2020, a total 49,500,000 shares and 293,000,000 shares, respectively, were issued in connection with certain Milestones achieved. The Company recorded a total of $1,336,500 and $7,911,000 of stock-based compensation expense during the years ended October 31, 2021 and 2020, respectively. For the MCPP Shares approved on April 25, 2020, June 29, 2020, August 14, 2020, September 23, 2020, and February 10, 2021, the closing price of the common stock of the Company was $0.027, $0.056, $0.128, $0.28 and 0.108, respectively. Upon completion of the Share Exchange (see below), the MCPP (but not Awards of unexchanged shares of our common stock) was terminated. 2021 Plan and Share Exchange Agreement In September 2021, the Company adopted the 2021 Equity Incentive Plan (“2021 Plan”). The 2021 Plan permits the grant of Incentive Stock Options, Nonstatutory Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Units, and Performance Shares (an “Award”) to any person who is an employee or director of, or consultant to the Company. The maximum aggregate number of shares that may be issued pursuant to all Awards is 250,000,000 shares. The 2021 Plan is administered by (a) the board of the directors of the Company; or (b) a committee designated by the board, which Committee shall be constituted in such a manner as to satisfy the applicable laws and to permit such grants and related transactions under the Plan to be exempt from Section 16(b) of the Exchange Act in accordance with Rule 16b-3. Once appointed, such committee shall continue to serve in its designated capacity until otherwise directed by the board. The board of directors may at any time amend, suspend, or terminate the Plan; provided, however, that no such amendment shall be made without the approval of the Company’s shareholders to the extent such approval is required by applicable laws. On October 29, 2021, the Company entered into an Exchange Agreement (the “Exchange Agreement”) with shareholders (including executive officers) who were issued shares under (i) various consulting and employment agreements during 2021 (the “Service Providers”), and (ii) those shareholders who were issued shares of common stock pursuant to the MCPP (the “MCPP Holders”). The Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the “Service Provider Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCPP, for an aggregate of 79,800,000 shares of common stock. As of the effective date of the Exchange Agreement, the Service Providers and MCPP Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the 2021 Plan (the “Exchange Shares”). Upon completion of the Share Exchange, the 2020 Plan and the MCPP (but not Awards of unexchanged shares of our common stock) were terminated. The shares received in connection with the Exchange Agreement were treated as a modification to the original awards granted. The Company determined that there was not any incremental value resulting from the exchange and as a result there was no additional compensation costs recorded. As of October 31, 2021, a total of 83,400,000 Unvested Equity Instruments: A summary of unvested equity instruments outstanding for the years ended October 31, 2021 and 2020 are presented below: Schedule of unvested equity instruments outstanding Number of Nonvested Shares Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted 83,400,000 $ 0.062 Vested 666,666 $ 0.029 Expired/Forfeited - $ - Outstanding at October 31, 2021 83,844,445 $ 0.062 Number of Weighted- Outstanding at October 31, 2019 1,777,777 $ 0.029 Non-Vested Shares Granted - $ - Vested 666,666 $ 0.029 Expired/Forfeited - $ - Outstanding at October 31, 2020 1,111,111 $ 0.029 As of October 31, 2021, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized was $1,093,022 and 14.3 months, respectively. As of October 31, 2020, the total compensation cost related to nonvested awards not yet recognized and the weighted-average period over which such costs are expected to be recognized was $32,222 and 20.0 months, respectively. |
WARRANTS
WARRANTS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Warrants | ||
WARRANTS | NOTE 12 – WARRANTS A summary of warrant activity for the nine months ended July 31, 2022 and 2021 are presented below: Schedule of Summary of Warrant Activity Number of Weighted- Remaining Aggregate Outstanding at October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Granted 40,000,000 $ 0.03 10.0 $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at July 31, 2022 49,500,000 $ 0.03 9.25 $ 15,000 Number of Weighted- 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 July 31, 2021 9,500,000 $ 0.03 7.15 $ 685,650 On July 21, 2022, the Company issued Mr. Sinnreich a cashless warrant to purchase an aggregate of 40,000,000 0.034 2.91 10 144 0 1,332,000 1,332,000 At Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth therein; and (b) Skycrest and Greyt are being compensated for their services by the Company issuing to each of them at closing ten (10) year-warrants to purchase 150,000,000 0.02 At Closing, Ian Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 30,000,000 0.02 At Closing, Dr. George Shapiro terminated his consulting arrangement with the Company and waived all unpaid consulting fee obligations in exchange for ten-year warrants to purchase 3,150,000 0.02 During August 2022, the Company entered into five separate consulting and employment agreements providing for the issuance of ten-year warrants to purchase an aggregate of 41,150,000 0.024 0.03 | NOTE 11 – WARRANTS A summary of warrant activity for the years ended October 31, 2021 and 2020 are presented below: Summary of Warrant Activity 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 October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Granted 9,500,000 $ 0.03 8.53 $ - Exercised - $ - $ - Expired/Forfeited (4,529,371 ) $ 0.20 - $ - Outstanding and exercisable at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 On February 26, 2020, the Company issued the CFO a cashless warrant to purchase an aggregate of 7,500,000 0.028 1.14 10 87 0 176,250 On May 15, 2020 (“Effective Date”), the Company granted the Advisor warrants to purchase 6,000,000 0.04 0.31 3 90 0 121,200 40,400 All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES Employment Agreements Changes in Management Compensation Pursuant to the SPAs, the following changes in management compensation were implemented at Closing: 1. Each of Albert Mitrani, Dr. Maria Ines Mitrani and Ian Bothwell entered into an amendment to their respective employment agreements providing for (a) setting their respective base salaries at $300,000 per annum; (b) limits on cell phone, automobile and other monthly allowances; (b) elimination of any compensation associated with commissions, fixed bonus, increases to base salary (based on revenue milestones), and/or tax make-whole provisions associated with equity grants; and (c) deletion of change in control provisions. 2. Albert Mitrani and Dr. Maria Ines Mitrani each waived all accrued but unpaid compensation, except for two unpaid base salary payments outstanding as of July 31, 2022. The Company, Albert Mitrani and Dr. Maria Ines Mitrani also agreed to terminate the leases with Mariluna LLC for use of Albert Mitrani’s and Mari Mitrani’s Miami, FL and Aspen, Colorado homes, retroactive to July 13, 2022. The Company wrote off the related ROU asset and lease liability as of the Closing Date. 3. Ian Bothwell waived all unpaid and accrued compensation except for four unpaid base salary payments outstanding as of July 31, 2022, in exchange for ten-year warrants to purchase 30,000,000 0.02 4. Dr. George Shapiro terminated his consulting arrangement with the Company and waived all unpaid consulting fee obligations in exchange for ten-year warrants to purchase 3,150,000 0.02 5. The Company and each of its directors agreed to terminate all awards granted under the Company’s Management and Consultant Performance Plan. Term Sheet – Acting CEO On July 21, 2022 (“Effective Date”), Matthew Sinnreich was appointed by the Board of Directors to the position of Chief Operating Officer and Acting Chief Executive Officer. On the Effective Date, Organicell and Mr. Sinnreich entered into a term sheet (the “Term Sheet”) setting forth in principle the terms of Mr. Sinnreich’s employment agreement with and compensation by the Company. Except with respect to the signing bonus described below, the Term Sheet is subject to the negotiation and execution of a definitive employment agreement embodying the provisions of the Term Sheet, as well as customary terms and conditions for an executive employment agreement (the “Employment Agreement”). The parties agreed to use their respective commercial best efforts to negotiate and execute the Employment Agreement. The Term Sheet provides that as an inducement for Mr. Sinnreich to join the Company, within five (5) days of the Effective Date, he will be issued 10,000,000 40,000,000 0.034 The Employment Agreement will provide for an initial two-year term commencing on the Effective Date (the “Initial Term”), which will automatically renew for successive one-year terms (each a “Renewal Term,” and together with the Initial Term, the “Term”), unless terminated by either party upon not less than ninety (90) days’ prior written notice given before the expiration of the Initial Term or a Renewal Term, or earlier terminated as provided for therein. During the first year of the Initial Term, Mr. Sinnreich will be compensated by the issuance of 24,000,000 25,000 The Employment Agreement will provide that Mr. Sinnreich will be entitled to receive a bonus payment of $150,000, if and when during the Term, the Company generates $10,000,000 in funding from an equity line of credit arrangement that may be implemented by the Company in the future. In addition, Mr. Sinnreich will be entitled to receive an award of 15,000,000 shares of common stock if any of the following milestones are achieved during the Term and the twelve-month period thereafter (provided the Employment Agreement and Mr. Sinnreich’s employment thereunder is terminated by the Company without cause). 1. The Company first obtains market capitalization of $1.0 billion for a three-month consecutive period. 2. The Company first obtains market capitalization of $2.0 billion for a three-month consecutive period. 3. The Company first obtains market capitalization of $5.0 billion for a three-month consecutive period. 4. The Company first obtains market capitalization of $10.0 billion for a three-month consecutive period The offer and sale of the above referenced securities were and will be issued in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on exemptions afforded by Section 4(a)(2) of the Securities Act and the rules and regulations promulgated thereunder. As the Employment Agreement does not provide for cash compensation and in light of Mr. Sinnreich’s efforts in implementing the Company’s recent corporate restructuring and advancing its clinical trials, on September 7, 2022, the board of directors of the Company awarded Mr. Sinnreich a one-time payment of $200,000 and agreed to reimburse him for up to $100,000 in out-of-pocket expenses incurred by him in connection with services rendered to the Company, subject to submission of documentation for such expenses in accordance with the Company’s expense reimbursement policies. 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 July 31, 2022, the Company has been billed a total of approximately $583,600 in connection with the New CRO Agreements of which approximately $ 408,400 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. As of July 31, 2022, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $1,388,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through July 31, 2022, that could be converted in the future into approximately 61,967,000 shares of common stock (weighted average conversion price of $0.034 per share) . In connection with the Closing, the Company and each of the Executives agreed to forego their unpaid Original Base Salary and Incremental Salary (see “Changes in Management Compensation” above). Legal Matters SEC Matter 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. LAE International Consulting 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) 45,000 2,000,000 Daniel Pepock and Tracy Yourke The Company terminated sales representatives Daniel Pepock (“Pepock”) and Tracy Yourke (“Yourke”) effective June 30, 2022. On June 6, 2022, Pepock filed a Complaint against Organicell Regenerative Medicine, Inc. (“Organicell”) in the Court of Common Pleas of Westmoreland County, Pennsylvania. Organicell removed the case to the United States District Court for the Western District of Pennsylvania, and on July 15, 2022 Mr. Pepock filed an Amended Complaint asserting two counts. Count I alleges a claim for “Breach of Employment Agreement, including Violation of the Pennsylvania Wage Payment and Collection Law.” Mr. Pepock alleges that Organicell (i) failed to pay him certain wages in timely manner; (ii) failed to pay him commissions allegedly due; (iii) failed to pay him a severance benefit allegedly due; and (iv) improperly paid him as a 1099 “independent contractor” rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021. Mr. Pepock sought damages of $235,000 in compensation, plus compensation for alleged increased tax rates and decreased Social Security contributions, liquidated damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper. Count II alleges a claim for “Fair Labor Standards Act Retaliatory Discharge. Mr. Pepock alleged that he was unlawfully terminated in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper. On June 27, 2022, Ms. Yourke filed a complaint against Organicell in the State of Michigan, 6 th Counts I and II alleged claims for “Breach of Employment Agreement and Violation of Michigan Sales Representative Commission Act. Ms. Yourke alleged that Organicell (i) failed to pay her certain wages in timely manner; (ii) failed to pay her commissions allegedly due; (iii) failed to pay her a severance benefit allegedly due; and (iv) improperly treated her as a 1099 “independent contractor” rather than a W-2 employee for the time period of January 1, 2020 through July 31, 2021, April 16-30, 2022, and May 1, 2022 through June 30, 2022. Ms. Yourke sought an unidentified amount of damages in the form of compensation, commissions, treble damages, plus compensation for an alleged increased tax rates and increased Social Security contributions, costs of litigation, including actual attorney fees and witness fees, interest on the judgment, plus any other legal and equitable relief that the Court deems proper. Count III alleged a claim for “Fair Labor Standards Act Retaliatory Discharge. Ms. Yourke alleged that she was unlawfully terminated in retaliation for filing a complaint about unpaid wages and sought damages in an unidentified amount of lost wage compensation, back pay, front pay, liquidated damages, compensation for pain and suffering and other non-economic damages, punitive damages, costs of litigation including reasonable attorney fees and witness fees, interest on the judgment, plus any other relief the Court deems proper. As of July 31, 2022, all past due wages to Pepock and Yourke were paid. Mr. Pepock’s action against Organicell was designated for placement into the United States District Court’s Alternative Dispute Resolution program and the Parties agreed to mediate. On August 22, 2022, Mr. Pepock, Ms. Yourke and Organicell agreed to a material settlement term sheet (“Settlement”) which provided for the resolution and full settlement and release of all claims among the parties and for the Company to buy back all of the shares of common stock of the Company issued to and owned by Mr. Pepock and Ms. Yourke at the time of the Settlement (represented by Mr. Pepock and Ms. Yourke to be in excess of 24,800,000 shares) in exchange for a payment by the Company of $500,000. In addition, the Company agreed to release Mr. Pepock and Ms. Yourke from their non-compete restrictions upon the execution of a Settlement Agreement and Mutual General Release. The Settlement relates to disputed claims and nothing therein shall be construed as an admission of liability or wrongdoing by the Company or any other party. Other 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. | NOTE 12 – COMMITMENTS AND CONTINGENCIES The description of Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below: April 2018 Executive Employment Agreements General Pursuant to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base annual salary is $ 162,500 5,000 Pursuant to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual salary is $ 162,500 Pursuant to Dr. Maria I. Mitrani’s April 2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary is $ 162,500 Term The term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement; provided that Unpaid Advances The Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. Such payments were not made as required. Fringe Benefits and Perquisites During the Employment Term, each Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company. Termination The Company may terminate the April 2018 Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including, the Executive’s death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions of the Company’s Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management. Amendments To The April 2018 Executive Employment Agreements February 26, 2020 Amendment On February 26, 2020, the Company agreed to modify the employment agreement of Mr. Ian T. Bothwell, the Company’s Chief Financial Officer to provide Mr. Bothwell with: a) an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent with other executives of the Company; and b) a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 0.28 April 25, 2020 Amendment On April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December 31, 2025. Base Salary: An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Until such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company. Severance Provisions: 1. Company termination without cause, Executive for good reason: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination, c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in effect at time of the time of the termination or an amount equal to four times (4x’s) the base salary in effect at the time of termination, whichever is greater, d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock bonus (excluding any stock grants received pursuant to the MCPP). 2. Change In Control: In the event of a Change in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided to Executive. 3. Executive termination due to disability, death, or non-renewal by Company: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination. c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment. d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants). June 29, 2020 Amendment On June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Base Salary: An increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction in revenues that may occur. Schedule of Employee Benefits Monthly Revenues Base Salary $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 Bonuses On February 26, 2020, pursuant to the respective employment agreements with each of the Company’s executive officers, the Board granted each of Mr. Albert Mitrani, Dr. Maria Mitrani and Mr. Ian Bothwell a cash bonus of $37,500 for the calendar year ended December 31, 2019. Effective December 21, 2020, the Company granted a bonus of $50,000 and 15,000,000 shares of common stock of the Company each to Mr. Mitrani, Dr. Mitrani and Mr. Bothwell (see Note 10). Advisor Agreement Effective May 15, 2020 (“Effective Date”), the Company entered into a one-year agreement (“Advisor Agreement”) with an individual to provide financial advisory services to the Company (“Advisor”). The Advisor Agreement is subject to successive, automatic one (1) year extensions unless either party has given the other 30- day written notice prior to the expiration of then in effect termination date, of their desire not to renew the Advisor Agreement. As the compensation for Advisor’s services and his fulfillment of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Advisor Agreement is in full effect during such vesting period(s) for the respective portion of the Stock Grant. 6,000,000 0.04 Sales Executives On January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing. The terms of each Sales Executive employment agreement are identical (“VP Agreements”). The initial term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to expiration of the then current term. The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones. The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly override during the calendar year 2020 based on revenues earned by the Company during each quarterly period that exceed $600,000 (“Override Threshold”) beginning for the quarter ended June 30, 2020. Upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date. The VP Agreements also provide each Sales Executives the right to receive a minimum of 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during the applicable quarterly period. Consultant Agreements Effective March 30, 2020 (the “Effective Date”), the Company entered into a consulting agreement (“Agreement”) with Assure Immune L.L.C. (the “Consultant”) for an initial term of one year (the “Initial Term”) with automatic renewals for two (2) additional annual periods (each a “Renewal Term,” and together with the “Initial Term,” the “Term”), unless written notice is provided by either party at least 45 days prior to the applicable termination date. Neither party provided written notice within the specified deadlines to terminate upon expiration of the Initial Term and as a result the Term has been extended to March 30, 2022. Under the Agreement, the Consultant will provide the Company during the Term with expertise, experience, advice and direction associated with the critical functional executive level roles of the Company as it relates to the oversight and management of the Company’s regulatory, research and development and laboratory operations, consistent with the Company’s corporate mission and strategies and subject to the resource limitations of the Company. In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 during the first Renewal Term and $40,000 during the second Renewal Terms, if any. In addition. the Company agreed to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date. The Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date. In connection with the Agreement ) Effective March 29, 2021, the Company and the Consultant entered into an amendment to the Agreement (“Amendment”). Under the terms of the Amendment, the initial term of the Agreement was extended for an additional 2 years and the terms for eligibility of the Consultants to receive future grants of stock above those stock issuances granted as of the date of the Amendment based on achievement of certain future milestones previously provided for in the Agreement were eliminated. In addition, the Amendment provided additional terms in connection with termination of the Agreement. Under the terms of the Amendment, the Consultant received an additional 20,000,000 shares of common stock that vest 50% upon execution of the Amendment and 50% on the sooner of (1) December 31, 2021 or (2) upon the approval of both of the Company’s IND’s to be submitted for Osteoarthritis and COVID 19 “Long Hauler”. During October 2020, the Company entered into a consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and investment opportunities. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $12,500 per month for the first three months of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones. The agreement could be terminated on the third month anniversary of the agreement or later with or without cause. The Company notified the consultant prior to the third month anniversary that it was going to terminate the agreement on third month anniversary unless mutually agreed upon amendments to the agreement were completed. The parties never formally reached any arrangement regarding the future amendments (see Legal Matters below). 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. CRO Agreement 1 and CRO Agreement 2 During November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research related services in connection with a planned future clinical trial (“CRO Agreement 1”). In connection with the CRO Agreement 1, the Company was obligated to make payments of approximately $778,000 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until September 2021. In connection with the CRO Agreement 1, the Company was obligated to pay in accordance with defined completed milestones, beginning with approximately $195,524 upon work order execution. During January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research related services in connection with a planned future clinical trial (“CRO Agreement 2”). In connection with the CRO Agreement 2, the Company was obligated to payments of approximately $477,000 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until August 2021. In connection with the CRO Agreement 2, the Company was obligated to pay in accordance with defined completed milestones, beginning with approximately $147,000 upon work order execution. During February 2021, the Company provided notice to the CRO that it was terminating the engagement of the CRO in connection with the two above-described projects as a result of the significant increases in projected trial costs over the originally contracted amounts. On July 29, 2021, the parties reached a settlement agreement and general release in connection with termination of both of the agreements and all remaining past due amounts of $265,000 whereby the Company paid the CRO $100,000 and the Company was fully released from paying the remaining unpaid invoiced amounts of $145,000. For the year ended October 31, 2021, the Company has recorded approximately $390,000, net of expenses in connection with services performed by the CRO up through the date the projects were terminated. 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. In connection with the CRO payments, the Company is obligated the to pay in equal monthly installments over the term of the clinical trial beginning on the commencement of the applicable clinical trial. 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. 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 October 31, 2021, there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $760,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through October 31, 2021, that could be converted in the future into approximately 35,685,000 shares of common stock (weighted average conversion price of $0.042 per share) . Leases Ethan NY On September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York. The Ethan Lease commenced on October 1, 2015. Under the terms of the Ethan Lease, minimum monthly lease payments of $9,500 per month were to commence in December 2015 through October 2020. During June 2016, Ethan NY exited from its leased premises. Ethan NY did not make any of the required minimum monthly lease payments as required. The total amount of minimum lease payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242 (excluding late fees and interest provided for under the Ethan Lease). All of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed by a former employee. Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term. During August 2016, Ethan NY received confirmation that the leased premises had been leased to another tenant. In connection with the termination of the Ethan Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of obtaining a settlement and release for any amounts that the landlord may claim are owing under the Ethan Lease, if any. Ethan NY is not aware of any claim pending or threatened in connection with the Ethan Lease. At October 31, 2021 and 2020, Ethan NY has recorded in liabilities of discontinued operations the amount of rent obligations through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease of $ 101,905 101,905 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. |
LIABILITIES ATTRIBUTABLE TO DIS
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS | 12 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS | NOTE 13 – LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS During September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store. During June 2016, the Ethan NY operations were closed. The following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2021 and 2020: Schedule of carrying amounts of the assets and liabilities October 31, 2021 2020 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 $ 125,851 $ 125,851 In New York State, the statute of limitations for filing a breach of contract claim is 6 years. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Segment Reporting [Abstract] | ||
SEGMENT INFORMATION | NOTE 14 – SEGMENT INFORMATION The Company has only one operating segment. | NOTE 14 – SEGMENT INFORMATION For the years ended October 31, 2021 and 2020, the Company operated only 1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 15 – SUBSEQUENT EVENTS SPA - Promissory Note On January 11, 2022, the Company entered into a Securities Purchase Agreement (the “SPA”) with AJB Capital Investments, LLC (the “Purchaser”) pursuant to which we sold a Promissory Note in the principal amount of $ 600,000 540,000 60,000 12,500 9,000 518,500 The 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% per annum for the first six months and 12% per annum thereafter if extended, and only following an event of default (as defined in the Note), is convertible into shares of the Company’s common stock at a conversion price equal to the lower of the “VWAP” (as hereinafter defined) of the common stock during (i) the twenty (20) trading day period preceding the issuance date of the Note; or (ii) the twenty (20) trading day period preceding the date of conversion of the Note. As used in the Note, “VWAP” means, for any date, the price of our common stock as determined by the first of the following clauses that applies: (i) if the common stock is then listed or quoted on one or more established stock exchanges or national market systems, the daily volume weighted average price of the common stock for such date on the trading market on which the common stock is then listed or quoted as reported by Bloomberg L.P.; or (ii) if the common stock is regularly quoted on an automated quotation system (including applicable tiers of the over-the-counter market maintained by OTC Market Group, Inc.) or by a recognized securities dealer, the volume weighted average price of the common stock for such date on the applicable OTC Markets Group, Inc. tier or as quoted by such securities dealer. In accordance with the terms of the SPA, as of January 11, 2022, the Company has reserved 36,923,080 The Note may be prepaid by the Company at any time without penalty. The Note also contains covenants, events of defaults, penalties, default interest and other terms and conditions customary in transactions of this nature. Pursuant to the terms of the SPA, the Company paid a commitment fee to the Purchaser in the amount of $ 200,000 3,076,921 100,000 1,538,462 The offer and sale of the Note to the Purchaser was made in a private transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “ Securities Act The Company will record a discount of the Note in the amount of approximately $ 260,000 60,000 Other Several other subsequent events are disclosed in Notes 7, 10, and 12. There were no other subsequent events for disclosure purposes. |
RESTRUCTURING
RESTRUCTURING | 9 Months Ended |
Jul. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | NOTE 4 – RESTRUCTURING Effective July 13, 2022, the Company entered into (a) a binding letter of intent with Skycrest Holdings, LLC (“Skycrest”) and Greyt Ventures LLC (“Greyt,” and together with Skycrest, the “Skycrest/Greyt Group”) to invest $ 2,000,000 100,000,000 0.02 2,000,000 100,000,000 0.02 Pursuant to the binding letters of intent (the “LOIs”), the Company agreed to (a) make certain corporate governance changes as more fully described therein, including allowing the Investors to appoint new independent directors who will comprise a majority of the members of the Board; (b) enter into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (i) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth in the LOIs; and (ii) Skycrest and Greyt shall each be compensated for their services by the Company issuing to each of them ten year-warrants to purchase 150,000,000 0.02 Contemporaneously with entering into the respective LOIs, the Skycrest/Greyt Group and Beyond 100 each advanced Organicell $400,000 and $300,000, respectively (a total of $700,000) as good faith deposits against the $2,000,000 (a total of $4,000,000) purchase price for the Shares. On August 19, 2022 (“Closing”), the Company entered into stock purchase agreements (each, an “SPA” and collectively, the “SPAs”) with Skycrest Holdings, LLC (“Skycrest”), Greyt Ventures LLC (“Greyt”), Beyond 100 FZE (“Beyond 100”) and Smart Co. Holding Pte. Ltd. (“Smart Co,” and together with Skycrest, Greyt and Beyond 100, individually, an “Investor” and collectively, the “Investors”). Pursuant to the SPAs, the Company issued each Investor 50,000,000 shares of the Company’s common stock (“Shares”) at a price of $0.02 per Share ($1,000,000). In addition, under the SPAs with Skycrest and Greyt, the Company issued each of them 50 shares of newly designated Series C Non-Convertible Preferred Stock (the “Series C Preferred Shares”). The Series C Preferred Shares vote together with Shares of our common stock as a single class on all matters presented to a vote of stockholders, except as required by law and entitle Skycrest and Greyt to each exercise 25.5% of the total voting power of the Company. The SPAs with Skycrest and Greyt, also grant them the right, acting jointly, to designate a majority of the nominees to be elected to the Company’s board of directors at each annual meeting of the Company’s stockholders (the “Designation Right”). The Designation Right expires at such time as the Series C Preferred Shares are no longer outstanding. As a result of the issuance to Skycrest and Grey of the Series C Preferred Stock and the granting to them of the Designation Right, a “Change in Control” of the Company is deemed to have occurred. The SPA with Beyond 100 grants that Investor a right of first refusal for a period of 18 months from Closing with respect to any bona fide offer, or proposal received by the Company from or agreement in principal reached by the Company with a third party to enter into an exclusive arrangement providing for manufacturing, distributing, licensing, and commercializing any of its existing and/or future products and services to be manufactured, licensed and/or distributed by the Company or any of its subsidiaries in India. The SPAs also accord the Investors registration rights under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which the Company has agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”) within 180 days of Closing and use its commercially reasonable efforts to cause such registration statement to be declared effective by the SEC within 60 days thereafter. The registration statement will cover the resale of the Shares pursuant to the SPAs, and in the case of Skycrest and Greyt, the Shares issued or issuable upon exercise of the Consulting Warrants. The SPAs also provide the Investors “piggy-back” registration rights with respect to their respective Shares. Consulting Agreements At Closing, the Company also entered into 36-month consulting agreements with each of Skycrest and Greyt (each, a “Consulting Agreement,” and collectively, the “Consulting Agreements”), pursuant to which (a) Skycrest and Greyt will provide certain advisory services to the Company as more fully set forth therein; and (b) Skycrest and Greyt are being compensated for their services by the Company issuing to each of them at closing ten (10) year-warrants to purchase 150,000,000 0.02 |
IRS PENALTIES
IRS PENALTIES | 9 Months Ended |
Jul. 31, 2022 | |
Irs Penalties | |
IRS PENALTIES | NOTE 10 – IRS PENALTIES The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $ 90,000 20,000 83,684 83,684 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
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. | Basis of Presentation The 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. |
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 | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 During the fiscal year ended October 31, 2021, the Company sold a total of approximately $ 2,140,000 37.6 709,000 12.5 881,600 15.7 10 During the fiscal year ended October 31, 2021, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $ 148,600 131,600 53.0 47.0 179,000 30,000 85.6 14.4 The Company’s sales and supply agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability of raw materials and/or products from other suppliers. |
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. | 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. | 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 and nine months ended July 31, 2022 and 2021, the Company did no | Accounts Receivable Accounts receivable are recorded at fair 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 repay 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 year ended October 31, 2021 and 2020, the Company recorded bad debt expense of $ 0 340 |
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 July 31, 2022 and October 31, 2021, the Company determined that there were no | Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. We provide 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 October 31, 2021, we determined that there were not any reserves required in connection with our finished goods. |
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 15 | 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 15 |
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 of title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery except in those instances when the customer has made prior arrangements with the Company to store the product purchased by the customer at the Company’s facilities that is to be delivered at a later date to be designated by the customer. | 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 July 31, 2022, the Company had 49,500,000 61,967,000 9,500,000 33,570,000 | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of fully vested common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of fully vested shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At October 31, 2021, the Company had 9,500,000 35,684,900 9,500,000 32,671,100 |
Stock-Based Compensation | Stock-Based Compensation All stock-based payments are recognized in the financial statements based on their fair values. | 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 $ 111,000 233,000 664,000 1,129,000 | 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 $ 1,120,067 233,526 |
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 and nine months ended July 31, 2022 and 2021 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months and nine months ended July 31, 2022 and 2021. | Income Taxes The Company files a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the years ended October 31, 2021 and 2020 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance established for the tax benefit associated with the net losses for the years ended October 31, 2021 and 2020. |
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. | Valuation of Derivatives The Company evaluates its financial instruments, including 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 1,476,126,390 | 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 1,149,204,595 |
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 July 31, 2022 and October 31, 2021 that qualify as derivatives. | 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 October 31, 2021 and October 31, 2020 that contain 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 | Operating and Finance 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 July 31, 2022 through the financial statement issuance date for subsequent event disclosure consideration. | Subsequent Events The Company has evaluated subsequent events that occurred after October 31, 2021 through the financial statement issuance date for subsequent event disclosure or recording. |
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 July 31, 2022 and October 31, 2021, there were no | |
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. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Schedule of Inventories July 31, October 31, Raw materials and supplies $ 9,642 $ 92,601 Finished goods 80,099 142,226 Total inventories $ 89,741 $ 234,827 | Schedule of Inventories October 31, October 31, Raw materials and supplies $ 92,601 $ 26,199 Finished goods 142,226 120,612 Total inventories $ 234,827 $ 146,811 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Schedule of Property and Equipment July 31, October 31, Computer equipment $ 18,899 $ 10,684 Finance lease equipment 544,378 544,378 Manufacturing equipment 609,844 258,791 Leasehold improvements 925,932 - 2,099,053 813,853 Less: accumulated depreciation and amortization (176,857 ) (107,146 ) 1,922,196 706,707 Construction in progress - 406,709 Total property and equipment, net $ 1,922,196 $ 1,113,416 | Schedule of Property and Equipment October 31, October 31, Computer equipment $ 10,684 $ 8,653 Finance lease equipment 544,378 239,595 Manufacturing equipment 258,791 171,430 813,853 419,678 Less: accumulated depreciation (107,146 ) (54,444 ) 706,707 365,234 Construction in progress: Leasehold improvements 406,709 - Total property and equipment, net $ 1,113,416 $ 365,234 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Lease Obligations | |
Schedule of Financial Lease Payment | Schedule of Financial Lease Payment Minimum Year Ended October 31, Rent 2022 $ 103,454 2023 119,887 2024 83,783 2025 65,731 2026 65,731 Thereafter 16,432 Total undiscounted finance lease payments 455,018 Less: imputed interest (31,000 ) Present value of finance lease liabilities $ 424,018 |
Schedule of Operating Lease | Schedule of Operating Lease Minimum Year Ended October 31, Rent 2022 $ 125,232 2023 113,729 2024 28,857 Total undiscounted operating lease payments 267,818 Less: imputed interest (13,153 ) Present value of operating lease liabilities $ 254,665 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of consolidated provision for income taxes | Schedule of consolidated provision for income taxes Year Ended Year Ended 2021 2020 Current: Federal $ – $ – State – – Current Income Tax Expense (Benefit) $ – $ – Deferred: Federal $ (2,651,809 ) $ (2,626,791 ) State (563,409 ) (540,796 ) Deferred Income Tax Expense (Benefit) (3,215,218 ) (3,167,587 ) Change in Valuation Allowance 3,215,218 (3,167,587 ) Income tax provision $ – $ – |
Schedule of Income before Income Taxes | Schedule of Income before Income Taxes October 31, October 31, Tax at federal statutory rate $ (2,678,878 ) $ (2,642,423 ) State taxes, net of federal benefit (554,273 ) (546,730 ) Permanent differences 27,070 18,782 Other (9,137 ) 2,784 Total income tax expense (benefit) (3,215,218 ) (3,167,587 ) Change in valuation allowance 3,215,218 3,167,587 Income tax provision $ – $ – |
Schedule of Deferred Tax assets and Liabilities | Schedule of Deferred Tax assets and Liabilities October 31, October 31, Deferred Tax Assets: Stock based compensation $ 7,281,332 $ 5,184,240 Accrued compensation 480,109 315,122 Net operating loss carryforward-Federal 1,512,039 640,663 Net operating loss carryforward-State 282,780 118,160 State bonus depreciation 29,986 – Other 177 177 Total deferred tax assets: 9,586,423 6,258,362 Deferred Tax Liabilities: Property and equipment 205,378 92,535 Total deferred tax liabilities: 205,378 92,535 Valuation Allowance (9,381,045 ) (6,165,827 ) Net deferred tax assets $ – $ – |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||
Schedule of minimum pre-transaction price per share | 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 Board member consisting of Dr. Allen Meglin and Michael Carbonara | 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 |
Schedule of debt and/or equity financings | 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 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 MCPP MCPP Remaining Shares Shares Name Issued Authorized 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 management and consultants performance stock plan MCPP MCPP Remaining Shares Shares Name Issued Authorized 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 unvested equity instruments outstanding | Schedule of unvested equity instruments outstanding Number of Nonvested Shares Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted 83,400,000 $ 0.062 Vested 666,666 $ 0.029 Expired/Forfeited - $ - Outstanding at October 31, 2021 83,844,445 $ 0.062 Number of Weighted- Outstanding at October 31, 2019 1,777,777 $ 0.029 Non-Vested Shares Granted - $ - Vested 666,666 $ 0.029 Expired/Forfeited - $ - Outstanding at October 31, 2020 1,111,111 $ 0.029 | |
Schedule of Non vested Share Activity | Schedule of Non vested Share Activity Number of Weighted- Outstanding at October 31, 2021 83,844,445 $ 0.062 Non-Vested Shares Granted 25,900,000 $ 0.034 Vested (3,601,979 ) $ 0.049 Expired/Forfeited - $ - Outstanding at July 31, 2022 106,142,466 $ 0.055 Number of Weighted- Outstanding at October 31, 2020 1,111,111 $ 0.029 Non-Vested Shares Granted - $ - Vested (499,998 ) $ 0.029 Expired/Forfeited - $ - Outstanding at July 31, 2021 611,113 $ 0.029 |
WARRANTS (Tables)
WARRANTS (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Warrants | ||
Schedule of Summary of Warrant Activity | Schedule of Summary of Warrant Activity Number of Weighted- Remaining Aggregate Outstanding at October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Granted 40,000,000 $ 0.03 10.0 $ - Exercised - $ - - $ - Expired/Forfeited - $ - - $ - Outstanding and exercisable at July 31, 2022 49,500,000 $ 0.03 9.25 $ 15,000 | Summary of Warrant Activity 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 October 31, 2021 9,500,000 $ 0.03 6.90 $ 289,500 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Granted 9,500,000 $ 0.03 8.53 $ - Exercised - $ - $ - Expired/Forfeited (4,529,371 ) $ 0.20 - $ - Outstanding and exercisable at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Employee Benefits | Schedule of Employee Benefits Monthly Revenues Base Salary $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 |
LIABILITIES ATTRIBUTABLE TO D_2
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Oct. 31, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of carrying amounts of the assets and liabilities | Schedule of carrying amounts of the assets and liabilities October 31, 2021 2020 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 $ 125,851 $ 125,851 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Jul. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Sep. 14, 2022 | Jan. 28, 2022 | May 19, 2021 | May 18, 2021 | Jan. 04, 2021 | Dec. 21, 2020 | |
Product Information [Line Items] | ||||||||||||||
FDIC limits per institutions | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||||||||
Concentration credit risk percentage | 10% | |||||||||||||
Cost of revenues | 208,749 | $ 136,044 | 484,287 | $ 440,536 | 547,881 | $ 398,606 | ||||||||
Bad debt expense | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 340 | ||||||||
Incremental salary | 61,967,000 | 35,684,900 | 33,570,000 | 32,671,100 | 61,967,000 | 33,570,000 | 35,684,900 | 32,671,100 | ||||||
Research and Development Expense | $ 111,000 | $ 233,000 | $ 664,000 | $ 1,129,000 | $ 1,120,067 | $ 233,526 | ||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 750,000,000 | 1,500,000,000 | 2,500,000,000 | 1,500,000,000 | ||||
Common stock, shares issued | 1,206,126,390 | 1,132,361,005 | 939,942,783 | 1,206,126,390 | 1,132,361,005 | 939,942,783 | ||||||||
Common stock, shares outstanding | 1,206,126,390 | 1,132,361,005 | 939,942,783 | 1,206,126,390 | 1,132,361,005 | 939,942,783 | ||||||||
Operating and finance lease obligation | $ 15,000 | $ 15,000 | $ 15,000 | $ 15,000 | ||||||||||
Stock subscription receivable | 0 | 0 | 0 | 0 | ||||||||||
Inventory Reserve | $ 0 | $ 0 | $ 0 | $ 0 | ||||||||||
Subsequent Event [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | ||||||||||||
Common stock, shares issued | 1,476,126,390 | 1,149,204,595 | ||||||||||||
Common stock, shares outstanding | 1,476,126,390 | 1,149,204,595 | ||||||||||||
Common Shares Issuable Upon Exercise Of Warrants [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Antidilutive securities excluded from computation of earnings per share | 9,500,000 | 9,500,000 | 49,500,000 | 9,500,000 | ||||||||||
Minimum [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Property, plant and equipment, estimated useful lives | 3 years | 3 years | ||||||||||||
Maximum [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Property, plant and equipment, estimated useful lives | 15 years | 15 years | ||||||||||||
First Supplier [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Concentration credit risk percentage | 53% | 85.60% | ||||||||||||
Cost of revenues | $ 148,600 | $ 179,000 | ||||||||||||
Second Supplier [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Concentration credit risk percentage | 47% | 14.40% | ||||||||||||
Cost of revenues | $ 131,600 | $ 30,000 | ||||||||||||
Customer One [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Sale of transaction | $ 2,140,000 | |||||||||||||
Sale of interest rate | 37.60% | |||||||||||||
Customer Two [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Sale of transaction | $ 709,000 | |||||||||||||
Sale of interest rate | 12.50% | |||||||||||||
Customer Three [Member] | ||||||||||||||
Product Information [Line Items] | ||||||||||||||
Sale of transaction | $ 881,600 | |||||||||||||
Sale of interest rate | 15.70% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Loss from operations | $ 2,762,430 | $ 1,392,957 | $ 5,662,124 | $ 11,791,721 | $ 12,744,103 | $ 12,437,941 |
Accumulated deficit | 47,501,985 | 47,501,985 | 41,624,749 | 28,868,189 | ||
Working capital deficit | 6,451,479 | 6,451,479 | 3,609,174 | |||
Net losses | $ 2,727,457 | $ 1,408,908 | $ 5,877,236 | $ 11,798,408 | $ 12,756,560 | $ 12,582,967 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 9,642 | $ 92,601 | $ 26,199 |
Finished goods | 80,099 | 142,226 | 120,612 |
Total inventories | $ 89,741 | $ 234,827 | $ 146,811 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 2,099,053 | $ 813,853 | $ 419,678 |
Less: accumulated depreciation | (176,857) | (107,146) | (54,444) |
Total property and equipment, net before leasehold improvements | 1,922,196 | 706,707 | 365,234 |
Construction in progress | 406,709 | ||
Total property and equipment, net | 1,922,196 | 1,113,416 | 365,234 |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 18,899 | 10,684 | 8,653 |
Finance lease equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 544,378 | 544,378 | 239,595 |
Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 609,844 | 258,791 | 171,430 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 925,932 | ||
Construction in progress | 406,709 | ||
Construction in Progress [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | $ 406,709 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 21,812 | $ 13,125 | $ 54,587 | $ 37,981 | $ 52,702 | $ 36,775 |
Construction in Progress | $ 406,709 | |||||
Amortization expense | $ 15,124 | $ 15,124 |
LEASE OBLIGATIONS (Details)
LEASE OBLIGATIONS (Details) | Oct. 31, 2021 USD ($) |
Lease Obligations | |
2022 | $ 103,454 |
2023 | 119,887 |
2024 | 83,783 |
2025 | 65,731 |
2026 | 65,731 |
Thereafter | 16,432 |
Total undiscounted finance lease payments | 455,018 |
Less: imputed interest | (31,000) |
Present value of finance lease liabilities | $ 424,018 |
LEASE OBLIGATIONS (Details 1)
LEASE OBLIGATIONS (Details 1) | Oct. 31, 2021 USD ($) |
Lease Obligations | |
2022 | $ 125,232 |
2023 | 113,729 |
2024 | 28,857 |
Total undiscounted operating lease payments | 267,818 |
Less: imputed interest | 13,153 |
Present value of operating lease liabilities | $ 254,665 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Aug. 30, 2022 | Mar. 31, 2021 | Mar. 31, 2019 | Jul. 31, 2022 | Jul. 31, 2021 | Mar. 31, 2019 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jun. 30, 2022 | May 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 | |||||||||||||||
Finance leases | 45 months 12 days | |||||||||||||||
Operating lease obligation | $ 254,665 | |||||||||||||||
Lease expense | $ 10,001 | $ 9,562 | $ 29,670 | $ 28,367 | 38,037 | $ 35,117 | ||||||||||
Security deposit | 63,036 | 63,036 | $ 47,682 | 17,800 | ||||||||||||
Operating leases | 24 months 3 days | |||||||||||||||
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 | 5,000 | $ 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 | $ 239,595 | 304,873 | |||||||||||||
Monthly payments | $ 4,513 | $ 4,513 | $ 5,478 | |||||||||||||
Operating leased equipment, per unit | 1 | 1 | 1 | |||||||||||||
Annual interest rate | 4.50% | 3% | ||||||||||||||
Estimated useful lives of leased equipment | 15 years | 15 years | 15 years | |||||||||||||
Security deposit | $ 10,000 | |||||||||||||||
Annual interest rate | 4.50% | 4.50% | 3% | |||||||||||||
Annual rent | $ 160,000 | |||||||||||||||
Basalt Lab Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Payment to acquire | 925,932 | $ 304,873 | ||||||||||||||
Lease expense | $ 19,397 | $ 56,735 | 47,967 | $ 0 | ||||||||||||
Second Lease Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Security deposit | $ 13,600 | $ 11,000 | $ 11,000 | |||||||||||||
Miami Lab Lease Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Minimum monthly lease payments | $ 9,500 | $ 8,000 | $ 4,400 | $ 5,200 | ||||||||||||
Security deposit | $ 6,332 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||||||||||
Jun. 10, 2021 | Jun. 04, 2021 | May 02, 2021 | Oct. 10, 2020 | Jun. 30, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Oct. 29, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | May 31, 2021 | May 28, 2021 | Apr. 30, 2021 | Apr. 27, 2021 | Feb. 28, 2021 | Feb. 26, 2021 | Feb. 22, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2020 | Apr. 27, 2020 | Feb. 26, 2020 | May 31, 2021 | May 31, 2020 | Jul. 31, 2022 | Oct. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Dec. 27, 2021 | Dec. 21, 2021 | Mar. 31, 2021 | Oct. 03, 2020 | |
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Aggregate shares | 50,000,000 | ||||||||||||||||||||||||||||||||||||||
Security deposit | $ 47,682 | $ 17,800 | $ 63,036 | $ 47,682 | $ 63,036 | $ 47,682 | $ 17,800 | ||||||||||||||||||||||||||||||||
Rent expenses | 42,000 | 37,200 | |||||||||||||||||||||||||||||||||||||
Payment for certain expenses | 11,737 | $ 7,453 | 28,818 | $ 23,177 | 31,192 | 24,788 | |||||||||||||||||||||||||||||||||
Number of common stock sold | 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 60,000 | 1,000,000 | 3,000,000 | 50,000 | 240,000 | 25,000 | |||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.167 | $ 0.136 | $ 0.067 | $ 0.175 | $ 0.175 | $ 0.029 | |||||||||||||||||||||||||||||||||
Consulting fees | $ 27,000 | $ 30,973 | $ 82,250 | ||||||||||||||||||||||||||||||||||||
Capital contribution | $ 250,000 | ||||||||||||||||||||||||||||||||||||||
Customer One [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceed from sale of products | 53,740 | ||||||||||||||||||||||||||||||||||||||
Purchase price | 2,140,000 | ||||||||||||||||||||||||||||||||||||||
Customer Two [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceed from sale of products | 27,385 | ||||||||||||||||||||||||||||||||||||||
Purchase price | 709,000 | ||||||||||||||||||||||||||||||||||||||
Customer Three [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceed from sale of products | 14,320 | ||||||||||||||||||||||||||||||||||||||
Purchase price | 881,600 | ||||||||||||||||||||||||||||||||||||||
Michael Carbonara [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Related parties | 13,820 | 32,655 | 13,820 | 13,820 | 32,655 | ||||||||||||||||||||||||||||||||||
Second Lease Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Monthly rent expense | 6,500 | ||||||||||||||||||||||||||||||||||||||
Security deposit | 11,000 | 11,000 | 11,000 | $ 13,600 | $ 11,000 | ||||||||||||||||||||||||||||||||||
Rent expenses | 78,000 | 6,500 | |||||||||||||||||||||||||||||||||||||
Monthly rent expense | $ 6,500 | ||||||||||||||||||||||||||||||||||||||
Rent expenses | 19,500 | 19,500 | 58,500 | 58,500 | |||||||||||||||||||||||||||||||||||
Mari Luna [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Monthly rent expense | $ 3,500 | ||||||||||||||||||||||||||||||||||||||
Security deposit | $ 5,000 | 5,000 | $ 5,000 | 5,000 | 5,000 | ||||||||||||||||||||||||||||||||||
Monthly rent expense | 3,500 | ||||||||||||||||||||||||||||||||||||||
Rent expenses | 10,500 | $ 10,500 | 31,500 | $ 31,500 | |||||||||||||||||||||||||||||||||||
Management Services Organization [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceed from sale of products | 218,800 | 501,600 | 881,600 | ||||||||||||||||||||||||||||||||||||
Products purchased from the company | 76,800 | 152,600 | |||||||||||||||||||||||||||||||||||||
Mr. Bothwell [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of cashless warrants granted | 7,500,000 | ||||||||||||||||||||||||||||||||||||||
Warrant exercise price per share | $ 0.028 | ||||||||||||||||||||||||||||||||||||||
Payment for certain expenses | $ 6,253 | $ 1,965 | |||||||||||||||||||||||||||||||||||||
Mr. Bothwell [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 45,000,000 | ||||||||||||||||||||||||||||||||||||||
Bonus | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Dr. Allen Meglin [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of common stock sold | 625,000 | 422,514 | 1,166,666 | 500,000 | 1,818,181 | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | 11,000,000 | ||||||||||||||||||||||||||||
Purchase price | $ 127,251 | $ 220,000 | |||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.08 | ||||||||||||||||||||||||||||||||
Share Price | $ 0.055 | ||||||||||||||||||||||||||||||||||||||
19 Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of common stock sold | 13,499,992 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||||||||||||||||||||||||
Mr. Carbonara [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of common stock sold | 1,818,181 | ||||||||||||||||||||||||||||||||||||||
Purchase price | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.055 | ||||||||||||||||||||||||||||||||||||||
Mr. Carbonara [Member] | Funding Facility [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Proceeds from related party debt | $ 500,000 | ||||||||||||||||||||||||||||||||||||||
Debt conversion, shares issued | 40,000,000 | ||||||||||||||||||||||||||||||||||||||
Republic Asset Holdings LLC [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Number of common stock sold | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.055 | |||||||||||||||||||||||||||||||||||||
Chief Medical Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock granted | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Compensation | $ 82,250 | ||||||||||||||||||||||||||||||||||||||
Unpaid consulting fees | $ 82,250 | ||||||||||||||||||||||||||||||||||||||
Shares of newly issued common stock | 500,000 | ||||||||||||||||||||||||||||||||||||||
Payable in cash or in stock | $ 27,000 | ||||||||||||||||||||||||||||||||||||||
Mr. Zucker [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 736,808 | ||||||||||||||||||||||||||||||||||||||
Shares issued, price per share | $ 0.022 | ||||||||||||||||||||||||||||||||||||||
Distributor [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Common stock granted | 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.115 | ||||||||||||||||||||||||||||||||||||||
Mr. Mitrani [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Bonus | 50,000 | ||||||||||||||||||||||||||||||||||||||
Dr. Mari Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Share Price | $ 0.12 | ||||||||||||||||||||||||||||||||||||||
Salary amounts | 362,455 | $ 233,655 | 585,955 | ||||||||||||||||||||||||||||||||||||
Dr. Mari Mitrani [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||||||||||||||||||
Bonus | $ 15,000,000 | ||||||||||||||||||||||||||||||||||||||
Albert Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Salary amounts | 275,924 | 216,436 | 418,519 | ||||||||||||||||||||||||||||||||||||
Ian Bothwell [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Salary amounts | 843,478 | 649,407 | 1,104,419 | ||||||||||||||||||||||||||||||||||||
Dr George Shapiro [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Consulting fees | $ 54,000 | $ 54,833 | 135,000 | ||||||||||||||||||||||||||||||||||||
Michael Carbonara [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Revenue from related parties | 16,300 | 26,600 | |||||||||||||||||||||||||||||||||||||
Allen Meglin [Member] | |||||||||||||||||||||||||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||||||||||||||||||||||||
Revenue from related parties | $ 13,200 | $ 20,800 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Jan. 11, 2022 | Jun. 10, 2021 | Jun. 04, 2021 | Oct. 10, 2019 | Feb. 05, 2019 | Aug. 20, 2022 | Jan. 24, 2022 | Dec. 31, 2021 | Nov. 30, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Oct. 31, 2020 | Jun. 25, 2020 | Sep. 19, 2019 | Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 11, 2022 | Dec. 27, 2021 | May 31, 2021 | Feb. 12, 2020 | Oct. 31, 2018 | Jun. 20, 2018 | |
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 20,000 | $ 20,000 | |||||||||||||||||||||||||
Interest rate | 10% | ||||||||||||||||||||||||||
Repayments of Notes Payable | $ 232,947 | $ 33,557 | $ 33,557 | $ 130,489 | |||||||||||||||||||||||
Cash payment | $ 20,300 | ||||||||||||||||||||||||||
Conversion Price | $ 0.125 | $ 0.125 | $ 0.013 | $ 0.278 | |||||||||||||||||||||||
Interest expense | $ 133,648 | $ 19,473 | 323,194 | 31,783 | 37,934 | $ 177,744 | |||||||||||||||||||||
Related parties | 4,392 | ||||||||||||||||||||||||||
Aggregated value | $ 500,000 | ||||||||||||||||||||||||||
Monthly payments | $ 100,000 | ||||||||||||||||||||||||||
Maturity date | Feb. 15, 2021 | ||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||
Conversion of shares | 3,076,923 | 40,000,000 | |||||||||||||||||||||||||
Fair value of converted stock | $ 599,400 | ||||||||||||||||||||||||||
Promissory note | $ 175,000 | 144,000 | 175,000 | ||||||||||||||||||||||||
Payments for notes receivable | $ 22,340 | ||||||||||||||||||||||||||
Proceeds from note payble | 518,500 | 0 | 400,000 | ||||||||||||||||||||||||
Number of shares issued | 60,000 | 1,000,000 | 3,000,000 | 50,000 | 240,000 | 25,000 | |||||||||||||||||||||
Share price | $ 0.167 | $ 0.136 | $ 0.067 | $ 0.029 | $ 0.175 | ||||||||||||||||||||||
Repayment of promissory note | 300,000 | ||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note | 156,231 | ||||||||||||||||||||||||||
Commitment Fee Shortfall Obligation | 143,769 | ||||||||||||||||||||||||||
Commitment fee discount | 272,000 | ||||||||||||||||||||||||||
Commitmnet shortfaal obligation | 17,769 | ||||||||||||||||||||||||||
Commitment fee shortfall obligation | 161,539 | 161,539 | |||||||||||||||||||||||||
J H Darbie [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Legal fees | 12,500 | ||||||||||||||||||||||||||
Brokerage fees | 9,000 | ||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Periodic payment | $ 7,500 | ||||||||||||||||||||||||||
Cash payment | 166,000 | ||||||||||||||||||||||||||
Debt outstanding | 45,000 | 45,000 | |||||||||||||||||||||||||
Unpiad professional fees | $ 278,340 | ||||||||||||||||||||||||||
Promissory note | $ 256,000 | ||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Discount | 60,000 | 60,000 | |||||||||||||||||||||||||
Promissory note discount | 260,000 | 260,000 | |||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note | 123,000 | ||||||||||||||||||||||||||
Commitment Fee Shortfall Obligation | 77,000 | ||||||||||||||||||||||||||
Additional promissory note discount | 100,000 | 100,000 | |||||||||||||||||||||||||
Additional Fair value of Commitment Fee Share | 33,231 | ||||||||||||||||||||||||||
Additional Commitment fee shortfall obligation | 66,769 | ||||||||||||||||||||||||||
Commitment fee discount | 110,222 | 272,000 | |||||||||||||||||||||||||
Fair value of Commitment Fee Share | 138,461 | ||||||||||||||||||||||||||
Commitmnet shortfaal obligation | 42,770 | ||||||||||||||||||||||||||
Commitment fee shortfall obligation | 161,539 | 161,539 | |||||||||||||||||||||||||
Investor Three [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | 100,000 | ||||||||||||||||||||||||||
General Surgical Florida [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Interest rate | 45.67% | ||||||||||||||||||||||||||
Line of credit | $ 100,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Periodic Payment | 2,541 | ||||||||||||||||||||||||||
Repayment of line of credit | $ 132,160 | ||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | |||||||||||||||||||||||||
Unsecured Promissory Note [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Third Party [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 25,000 | ||||||||||||||||||||||||||
Related parties | $ 0 | 0 | $ 4,392 | ||||||||||||||||||||||||
Maturity date | Mar. 08, 2019 | ||||||||||||||||||||||||||
Funding Facility [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Conversion of debt | 505,230 | ||||||||||||||||||||||||||
Interest expense | $ 94,170 | ||||||||||||||||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 600,000 | ||||||||||||||||||||||||||
Discount | $ 60,000 | ||||||||||||||||||||||||||
Number of shares reserved | 36,923,080 | ||||||||||||||||||||||||||
Commitment fee | $ 123,000 | ||||||||||||||||||||||||||
Number of shares issued | 3,076,923 | ||||||||||||||||||||||||||
Share price | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||
Securities Purchase Agreement [Member] | Additional Commitment [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Commitment fee | $ 33,231 | ||||||||||||||||||||||||||
Number of shares issued | 1,538,462 | ||||||||||||||||||||||||||
Share price | $ 0.0216 | $ 0.0216 | |||||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 150,000 | ||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||
Debt outstanding | $ 122,053 | $ 122,053 | |||||||||||||||||||||||||
Accrued interest | $ 0 | $ 0 | |||||||||||||||||||||||||
Payment for debt settlement | $ 87,500 | ||||||||||||||||||||||||||
Two Accredited Investors [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Principal amount | $ 70,000 | ||||||||||||||||||||||||||
Interest rate | 6% | ||||||||||||||||||||||||||
Accredited Investor 1 [Member] | Settlement And General Release Agreement [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Repayments of Notes Payable | $ 50,000 | ||||||||||||||||||||||||||
Periodic payment | $ 6,250 | ||||||||||||||||||||||||||
Accredited Investor 2 [Member] | Settlement And General Release Agreement [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Cash payment | 20,000 | ||||||||||||||||||||||||||
Conversion of debt | $ 20,300 | ||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 160,000 | ||||||||||||||||||||||||||
Conversion Price | $ 0.125 | ||||||||||||||||||||||||||
Accredited Investors Two [Member] | |||||||||||||||||||||||||||
Short-Term Debt [Line Items] | |||||||||||||||||||||||||||
Interest expense | $ 24,180 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Current: | ||||||
Federal | $ 0 | $ 0 | ||||
State | 0 | 0 | ||||
Current Income Tax Expense (Benefit) | 0 | 0 | ||||
Deferred: | ||||||
Federal | (2,651,809) | (2,626,791) | ||||
State | (563,409) | (540,796) | ||||
Deferred Income Tax Expense (Benefit) | (3,215,218) | (3,167,587) | ||||
Change in Valuation Allowance | 3,215,218 | (3,167,587) | ||||
Income tax provision | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||||
Tax at federal statutory rate | $ (2,678,878) | $ (2,642,423) | ||||
State taxes, net of federal benefit | (554,273) | (546,730) | ||||
Permanent differences | 27,070 | 18,782 | ||||
Other | (9,137) | 2,784 | ||||
Total income tax expense (benefit) | (3,215,218) | (3,167,587) | ||||
Change in valuation allowance | 3,215,218 | 3,167,587 | ||||
Income tax provision | $ 0 | $ 0 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) - USD ($) | Oct. 31, 2021 | Oct. 31, 2020 |
Deferred Tax Assets: | ||
Stock based compensation | $ 7,281,332 | $ 5,184,240 |
Accrued compensation | 480,109 | 315,122 |
Net operating loss carryforward-Federal | 1,512,039 | 640,663 |
Net operating loss carryforward-State | 282,780 | 118,160 |
State bonus depreciation | 29,986 | |
Other | 177 | 177 |
Total deferred tax assets: | 9,586,423 | 6,258,362 |
Deferred Tax Liabilities: | ||
Property and equipment | 205,378 | 92,535 |
Total deferred tax liabilities: | 205,378 | 92,535 |
Valuation Allowance | (9,381,045) | (6,165,827) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2011 | Oct. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||||
Statutory income tax rate | 21% | 21% | |||
Net operating loss carryforward | $ 7,200,185 | ||||
Penalties | $ 90,000 | $ 20,000 | 90,000 | $ 20,000 | |
Accrued tax penalties | $ 83,684 | $ 83,684 | $ 70,000 |
CAPITAL STOCK (Details - Minimu
CAPITAL STOCK (Details - Minimum pre-Transaction price per share) - $ / shares | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | ||
$0.22 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.22 | [1] | $ 0.22 |
Executive bonus shares issued | 40,000,000 | [2] | 40,000,000 |
Non-executive board bonus shares issued | 2,000,000 | [3] | 2,000,000 |
$0.34 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.34 | [1] | $ 0.34 |
Executive bonus shares issued | 60,000,000 | [2] | 60,000,000 |
Non-executive board bonus shares issued | 3,000,000 | [3] | 3,000,000 |
$0.45 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.45 | [1] | $ 0.45 |
Executive bonus shares issued | 80,000,000 | [2] | 80,000,000 |
Non-executive board bonus shares issued | 4,000,000 | [3] | 4,000,000 |
$0.54 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.54 | [1] | $ 0.54 |
Executive bonus shares issued | 100,000,000 | [2] | 100,000,000 |
Non-executive board bonus shares issued | 5,000,000 | [3] | 5,000,000 |
[1]proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances[2]per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro[3]per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
CAPITAL STOCK (Details - Debt a
CAPITAL STOCK (Details - Debt and/or equity financings) - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Range 1 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 2,500,000 | $ 2,500,000 |
Aggregate funding amount, maximum | $ 5,000,000 | $ 5,000,000 |
Shares | 5,000,000 | 5,000,000 |
Range 2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 5,000,001 | $ 5,000,001 |
Aggregate funding amount, maximum | $ 10,000,000 | $ 10,000,000 |
Shares | 10,000,000 | 10,000,000 |
Range 3 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 10,000,001 | $ 10,000,001 |
Aggregate funding amount, maximum | $ 30,000,000 | $ 30,000,000 |
Shares | 30,000,000 | 30,000,000 |
CAPITAL STOCK (Details - Manage
CAPITAL STOCK (Details - Management and consultants performance stock plan) - shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 342,500,000 | 342,500,000 |
Mcpp remaining shares available | 582,500,000 | 582,500,000 |
Albert Mitrani [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 137,500,000 | 137,500,000 |
Ian Bothwell [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 167,500,000 | 167,500,000 |
Maria I. Mitrani [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 167,500,000 | 167,500,000 |
George Shapiro [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 69,500,000 | 69,500,000 |
Mcpp remaining shares available | 100,000,000 | 100,000,000 |
Allen Meglin [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | 5,000,000 |
Michael Carbonara [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | 5,000,000 |
Consultants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 33,000,000 | 33,000,000 |
Mcpp remaining shares available |
CAPITAL STOCK (Details - unvest
CAPITAL STOCK (Details - unvested equity instruments outstanding) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | ||||
Number of Nonvested Shares, Outstanding at beginning | 83,844,445 | 1,111,111 | 1,111,111 | 1,777,777 |
Weighted-Average Grant Date Value, Outstanding at beginning | $ 0.062 | $ 0.029 | $ 0.029 | $ 0.029 |
Number of Non-Vested Shares, Granted | 25,900,000 | 83,400,000 | ||
Weighted-Average Grant Date Value, Granted | $ 0.034 | $ 0.062 | ||
Number of Non-Vested Shares, Vested | 3,601,979 | 499,998 | 666,666 | 666,666 |
Weighted-Average Grant Date Value, Vested | $ 0.049 | $ 0.029 | $ 0.029 | $ 0.029 |
Number of Non-Vested Shares, Expired/Forfeited | ||||
Weighted-Average Grant Date Value, Expired/Forfeited | ||||
Number of Nonvested Shares, Outstanding at ending | 106,142,466 | 611,113 | 83,844,445 | 1,111,111 |
Weighted-Average Grant Date Value, Outstanding at ending | $ 0.055 | $ 0.029 | $ 0.062 | $ 0.029 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 7 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | 13 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jan. 11, 2022 | Jan. 04, 2022 | Jun. 10, 2021 | Jun. 04, 2021 | May 15, 2021 | May 02, 2021 | May 15, 2020 | Feb. 12, 2020 | Oct. 10, 2019 | Sep. 14, 2022 | Aug. 31, 2022 | Aug. 19, 2022 | Jul. 31, 2022 | Jul. 21, 2022 | Jun. 30, 2022 | Mar. 17, 2022 | Feb. 28, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 27, 2021 | Dec. 21, 2021 | Nov. 30, 2021 | Oct. 31, 2021 | Oct. 31, 2021 | Aug. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | May 31, 2021 | May 28, 2021 | May 21, 2021 | May 19, 2021 | May 18, 2021 | Apr. 30, 2021 | Apr. 27, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Feb. 22, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Apr. 30, 2020 | Apr. 27, 2020 | Feb. 28, 2020 | Jul. 31, 2021 | May 31, 2021 | May 31, 2020 | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Jan. 31, 2020 | Oct. 31, 2020 | Jul. 31, 2022 | Jul. 31, 2021 | Sep. 30, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Aug. 17, 2022 | Jan. 28, 2022 | Jul. 21, 2021 | Feb. 26, 2021 | Jan. 04, 2021 | Dec. 21, 2020 | Oct. 31, 2018 | |
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 750,000,000 | 1,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 2,500,000,000 | 1,500,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 40,000,000 | $ 650,000 | $ 1,857,270 | $ 2,707,270 | $ 2,195,321 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 2,810,986 | 8,346,391 | $ 8,652,307 | $ 9,914,499 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.167 | $ 0.136 | $ 0.029 | $ 0.067 | $ 0.175 | $ 0.175 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued | $ 10,000 | $ 33,231 | 156,231 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 60,000 | 1,000,000 | 3,000,000 | 50,000 | 240,000 | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock granted of period value | $ 136,000 | $ 29,000 | 201,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual salary | 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increasing annual salary | 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Cash provided for credit facility | $ 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase of restricted common shares | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increasing annual salary | $ 201,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible share price | $ 0.013 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.125 | $ 0.278 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible debentures | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Principal amount | 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion convertible amount | $ 20,300 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of convertible shares | 160,000 | 160,000 | 160,000 | 160,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting fees | $ 27,000 | $ 30,973 | $ 82,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Newly issued common stock | 176,989 | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 342,500,000 | 342,500,000 | 342,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Plan and share exchange agreement | The Service Providers who executed the Exchange Agreement were issued a total of 30,300,000 shares under their respective consulting or employment agreements (the “Service Provider Shares”), and the MCPP Holders who executed the Exchange Agreement received a total of 49,500,000 shares under the MCPP, for an aggregate of 79,800,000 shares of common stock. As of the effective date of the Exchange Agreement, the Service Providers and MCPP Holders who executed the Exchange Agreement agreed to exchange their respective Service Provider Shares or the shares issued under the MCPP for newly issued shares pursuant to the 2021 Plan (on a 1:1 basis, resulting in the issuance of 79,800,000 shares of common stock under the 2021 Plan (the “Exchange Shares”). Upon completion of the Share Exchange, the 2020 Plan and the MCPP (but not Awards of unexchanged shares of our common stock) were terminated. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | 3,076,923 | 40,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note | 156,231 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lawsuit settlement by cash | $ 45,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Lawsuit settlement by issuance of restricted common stock | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Settlement of Litigation | $ 43,800 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note | 123,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sinnreich [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 343,000 | 343,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2021 Plan Member | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued | 83,400,000 | 83,400,000 | 83,400,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Employee Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 7,250 | 15,708 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.029 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock granted of period value | $ 29,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Annual salary | 180,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Increasing annual salary | $ 210,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
V P Agreements [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 5,250 | $ 15,750 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.035 | $ 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares | 450,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Performance Shares | 900,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 58,154 | $ 87,231 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.018 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock granted of period value | $ 126,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of unregistered common stock issued | 7,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | Sinnreich [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 59,300 | $ 59,300 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.0135 | $ 0.019 | $ 0.0135 | $ 0.0135 | $ 0.0343 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of unregistered common stock issued | 2,000,000 | 1,700,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of restricted common stock vested | 10,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement 1 [Member] | Sinnreich [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 22,553 | $ 22,553 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.086 | $ 0.0269 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 3,250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 65,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 12,340,910 | 2,033,333 | 4,800,000 | 11,050,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 665,000 | $ 170,000 | $ 410,000 | $ 221,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.06 | 0.10 | $ 0.10 | $ 0.10 | 0.10 | 0.10 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Allen Meglin [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 625,000 | 422,514 | 1,166,666 | 500,000 | 1,818,181 | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | 11,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.08 | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.03 | $ 0.02 | $ 0.02 | 0.08 | $ 0.08 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 127,251 | $ 220,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 195,869 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.055 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 27,450 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Republic Asset Holdings LLC [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.055 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 56,364 | $ 34,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 1,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 25,000 | $ 60,000 | $ 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | 0.02 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
19 Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 13,499,992 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 405,000 | $ 405,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 8,606,665 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 392,100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 800,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 40,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 13,677,821 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 535,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.25 | 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 2,087,822 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 286,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.13 | $ 0.13 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.15 | 0.15 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 7,500,000 | 11,541,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.04 | $ 0.04 | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 300,000 | $ 631,020 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.13 | 0.13 | 0.13 | $ 0.13 | 0.13 | 0.13 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 8,333,333 | 666,667 | 8,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 250,000 | $ 20,000 | $ 400,000 | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.035 | $ 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares vested | 17,100,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | Common Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares vested | 6,300,000 | 2,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 750,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | 9,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales Executive [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 323,400 | $ 227,500 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | Consultants Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 358,167 | $ 266,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 12,000,000 | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.022 | $ 0.022 | $ 0.0614 | 0.0614 | $ 0.0614 | $ 0.022 | $ 0.0614 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Amortization of Debt Issuance Costs | $ 1,228,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 18,650 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 650,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.027 | $ 0.027 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.031 | $ 0.031 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 89,458 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,725,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.029 | $ 0.029 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.034 | 0.034 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 27,809 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 925,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.031 | 0.031 | 0.031 | $ 0.031 | 0.031 | 0.031 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.048 | 0.048 | 0.048 | 0.048 | 0.048 | 0.048 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 96,600 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,050,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.023 | 0.023 | $ 0.023 | $ 0.023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.28 | $ 0.28 | $ 0.28 | $ 0.28 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
CMO [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 140,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | 16,210 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.022 | $ 0.022 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares issued, shares based compensation, shares | 736,808 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Distributor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 345,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.115 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares vested, description | 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 10,000 | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant 1 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 300,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 35,625 | 40,790 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant 2 [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.127 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 25,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 28,500 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 230,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 92,700 | $ 8,730 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.035 | $ 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.17 | 0.17 | 0.17 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.093 | $ 0.093 | $ 0.057 | $ 0.095 | $ 0.093 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 500,000 | 250,000 | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 302,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued | $ 47,500 | 185,400 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 1,100,000 | 750,000 | 750,000 | 750,000 | 500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Services paid | $ 15,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.14 | $ 0.049 | $ 0.049 | 0.049 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketing services | $ 75,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.148 | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Marketing services | $ 1,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
One Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 36,225 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Dr. Mari Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.12 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Mr. Bothwell [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.028 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Five [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 19,855 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consuktant [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.40 | $ 0.40 | $ 0.40 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Three [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 85,075 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Consultant Four [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 154,740 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Number of common stock issued | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from stock issued | $ 20,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consulting Agreement [Member] | Sinnreich [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 60,250 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Series C Non Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 100 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Three Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 62,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 2,500,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 8,333,333 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.151 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Individual [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr. Mari Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 47,675,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Bothwell [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 45,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Several Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Additional shares issued | 200,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares converted | $ 4,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting right, percentage | voting equivalency of 50.30% | voting equivalency of 50.30% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Voting right, percentage | voting equivalency of 53.55% | voting equivalency of 53.55% | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Stock based compensation | $ 40,400 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase share of common stock | 6,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non-executive Board Members [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Administrative Staff [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 550,000 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Medical Advisors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Class of Stock [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common stock issued as commitment fee for Promissory Note, Shares | 125,000 |
WARRANTS (Details - Warrant Act
WARRANTS (Details - Warrant Activity) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Number of Shares Outstanding beginning balance | 9,500,000 | 9,500,000 | 9,500,000 | 4,529,371 |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.20 |
Remaining Contractual Term (years) Outstanding beginning balance | 6 years 10 months 24 days | 7 years 10 months 24 days | 7 years 10 months 24 days | 3 months 18 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 289,500 | $ 1,268,000 | $ 1,268,000 | |
Number of Shares, Granted | 40,000,000 | 9,500,000 | ||
Weighted-average Exercise Price, Granted | $ 0.03 | $ 0.03 | ||
Aggregate Intrinsic Value, Granted | ||||
Number of Shares, Exercised | ||||
Weighted-average Exercise Price, Exercised | ||||
Aggregate Intrinsic Value, Exercised | ||||
Number of Shares, Expired/Forfeited | (4,529,371) | |||
Weighted-average Exercise Price, Expired/Forfeited | $ 0.20 | |||
Aggregate Intrinsic Value, Expired/Forfeited | ||||
Number of Shares Outstanding ending balance | 49,500,000 | 9,500,000 | 9,500,000 | 9,500,000 |
Weighted-average Exercise Price Outstanding ending balance | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 |
Remaining Contractual Term (years) Outstanding ending balance | 9 years 3 months | 7 years 1 month 24 days | 6 years 10 months 24 days | 7 years 10 months 24 days |
Aggregate Intrinsic Value Outstanding ending balance | $ 15,000 | $ 685,650 | $ 289,500 | $ 1,268,000 |
Remaining Contractual Term (years) Granted | 8 years 6 months 10 days |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
May 15, 2021 | Aug. 31, 2022 | Jul. 21, 2022 | Feb. 26, 2020 | Oct. 31, 2022 | Jul. 31, 2022 | Jul. 21, 2022 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | Feb. 26, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock-based compensation expense | $ 2,810,986 | $ 8,346,391 | $ 8,652,307 | $ 9,914,499 | ||||||||
Consulting Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock-based compensation expense | $ 58,154 | 87,231 | ||||||||||
Warrant [Member] | Consulting Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 150,000,000 | |||||||||||
Exercise Price | $ 0.02 | |||||||||||
Warrant [Member] | Five Separate Consulting And Employment Agreements [Member] | Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 41,150,000 | |||||||||||
Warrant [Member] | Five Separate Consulting And Employment Agreements [Member] | Subsequent Event [Member] | Minimum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Exercise Price | $ 0.024 | |||||||||||
Warrant [Member] | Five Separate Consulting And Employment Agreements [Member] | Subsequent Event [Member] | Maximum [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Exercise Price | $ 0.03 | |||||||||||
Sinnreich [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock-based compensation expense | 343,000 | 343,000 | ||||||||||
Sinnreich [Member] | Consulting Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock-based compensation expense | $ 59,300 | 59,300 | ||||||||||
Sinnreich [Member] | Consulting Agreement [Member] | Subsequent Event [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Stock-based compensation expense | $ 60,250 | |||||||||||
Sinnreich [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Risk free interest rate | 2.91% | |||||||||||
Term | 10 years | |||||||||||
Expected stock volatility | 144% | |||||||||||
Expected dividend rate | 0% | |||||||||||
Grant date fair value of warrants issued | $ 1,332,000 | |||||||||||
Stock-based compensation expense | $ 1,332,000 | $ 1,332,000 | ||||||||||
Number of warrants purchased | 40,000,000 | 40,000,000 | ||||||||||
Exercise Price | $ 0.034 | $ 0.034 | ||||||||||
Ian Bothwell [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 30,000,000 | |||||||||||
Exercise Price | $ 0.02 | |||||||||||
Dr George Shapiro [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 3,150,000 | |||||||||||
Exercise Price | $ 0.02 | |||||||||||
Ian T. Bothwell [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrant shares issued | 7,500,000 | |||||||||||
Exercise price of warrants | $ 0.028 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrant shares issued | 7,500,000 | |||||||||||
Exercise price of warrants | $ 0.28 | |||||||||||
Risk free interest rate | 1.14% | |||||||||||
Term | 10 years | |||||||||||
Expected stock volatility | 87% | |||||||||||
Expected dividend rate | 0% | |||||||||||
Grant date fair value of warrants issued | $ 176,250 | |||||||||||
Advisor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrant shares issued | 6,000,000 | |||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||
Risk free interest rate | 0.31% | |||||||||||
Term | 3 years | |||||||||||
Expected stock volatility | 90% | |||||||||||
Expected dividend rate | 0% | |||||||||||
Grant date fair value of warrants issued | $ 121,200 | |||||||||||
Stock-based compensation expense | $ 40,400 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2021 | Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Other Commitments [Line Items] | ||||||
Monthly Revenues | $ 1,713,214 | $ 1,367,895 | $ 5,047,534 | $ 3,931,411 | $ 5,597,487 | $ 3,055,776 |
Revenue 1 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Monthly Revenues | 1,000 | |||||
Base Salary Increase | 130,000 | |||||
Revenue 2 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Monthly Revenues | 1,500 | |||||
Base Salary Increase | 200,000 | |||||
Revenue 3 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Monthly Revenues | 2,000 | |||||
Base Salary Increase | 275,000 | |||||
Revenue 4 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Monthly Revenues | 3,500 | |||||
Base Salary Increase | 630,000 | |||||
Revenue 5 [Member] | ||||||
Other Commitments [Line Items] | ||||||
Monthly Revenues | 5,000 | |||||
Base Salary Increase | $ 900,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||||
May 15, 2021 | Jun. 30, 2020 | Mar. 30, 2020 | Jul. 21, 2022 | Oct. 31, 2021 | Oct. 31, 2021 | Apr. 25, 2021 | Feb. 28, 2021 | Oct. 31, 2020 | Apr. 30, 2019 | Jul. 31, 2022 | Feb. 26, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Base salary, description | An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. | |||||||||||
Sales executives,description. | The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly override during the calendar year 2020 based on revenues earned by the Company during each quarterly period that exceed $600,000 (“Override Threshold”) beginning for the quarter ended June 30, 2020. | |||||||||||
Consultant agreements,description | In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 during the first Renewal Term and $40,000 during the second Renewal Terms, if any. In addition. the Company agreed to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date. The Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date. In connection with the Agreement | |||||||||||
CRO agreement discription | Company provided notice to the CRO that it was terminating the engagement of the CRO in connection with the two above-described projects as a result of the significant increases in projected trial costs over the originally contracted amounts. On July 29, 2021, the parties reached a settlement agreement and general release in connection with termination of both of the agreements and all remaining past due amounts of $265,000 whereby the Company paid the CRO $100,000 and the Company was fully released from paying the remaining unpaid invoiced amounts of $145,000. For the year ended October 31, 2021, the Company has recorded approximately $390,000, net of expenses in connection with services performed by the CRO up through the date the projects were terminated. | |||||||||||
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 $760,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through October 31, 2021, that could be converted in the future into approximately 35,685,000 shares of common stock (weighted average conversion price of $0.042 per share) | there was approximately $721,000 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and approximately $1,388,000 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through July 31, 2022, that could be converted in the future into approximately 61,967,000 shares of common stock (weighted average conversion price of $0.034 per share) | ||||||||||
Lease | $ 101,905 | $ 101,905 | ||||||||||
Contract research organization outstanding | $ 408,400 | |||||||||||
Lawsuit settlement by cash | $ 45,000 | |||||||||||
Lawsuit settlement by issuance of restricted common stock | 2,000,000 | |||||||||||
Ian Bothwell [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 30,000,000 | |||||||||||
Exercise Price | $ 0.02 | |||||||||||
Dr George Shapiro [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 3,150,000 | |||||||||||
Exercise Price | $ 0.02 | |||||||||||
Sinnreich [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of restricted shares issued | 10,000,000 | |||||||||||
Number of shares issued for compensation | 24,000,000 | |||||||||||
Base salary | $ 25,000 | |||||||||||
Sinnreich [Member] | Warrant [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Number of warrants purchased | 40,000,000 | 40,000,000 | ||||||||||
Exercise Price | $ 0.034 | $ 0.034 | ||||||||||
Advisor [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Shares Granted, descriptions | 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Advisor Agreement is in full effect during such vesting period(s) for the respective portion of the Stock Grant. | |||||||||||
Ian T. Bothwell [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrant to purchase shares of common stock | 7,500,000 | |||||||||||
Exercise price of warrants | $ 0.028 | |||||||||||
Chief Financial Officer [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrant to purchase shares of common stock | 7,500,000 | |||||||||||
Exercise price of warrants | $ 0.28 | |||||||||||
Executive Employment Agreement [Member] | A. Mitrani [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Base salary | $ 162,500 | |||||||||||
Expenses allowances | 5,000 | |||||||||||
Executive Employment Agreement [Member] | Ian T. Bothwell [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Base salary | 162,500 | |||||||||||
Executive Employment Agreement [Member] | Dr. Maria Ines Mitrani [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Base salary | $ 162,500 | |||||||||||
Advisor Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Warrant to purchase shares of common stock | 6,000,000 | |||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||
Number of common stock issued | 1,000,000 |
LIABILITIES ATTRIBUTABLE TO D_3
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS (Details) - USD ($) | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Liabilities, total | $ 125,851 | $ 125,851 | |
Ethan NY [Member] | |||
Assets | |||
Accounts payable | 94,835 | 94,835 | |
Accrued expenses | $ 31,016 | $ 31,016 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - Integer | 12 Months Ended | |
Oct. 31, 2021 | Oct. 31, 2020 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | Jan. 11, 2022 | Jul. 31, 2022 | Oct. 31, 2021 | Oct. 31, 2020 |
Subsequent Event [Line Items] | ||||
Principal amount | $ 20,000 | |||
Working capital | $ 6,451,479 | $ 3,609,174 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Unissued common stock | 36,923,080 | |||
Commitment fee | $ 200,000 | |||
Initial Commitment Fee Shares | 3,076,921 | |||
Additional Commitment Fee | $ 100,000 | |||
Additional Commitment Fee Shares | 1,538,462 | |||
Issuance of discount | $ 260,000 | |||
Original issue discount | 60,000 | |||
Subsequent Event [Member] | J H Darbie Co [Member] | ||||
Subsequent Event [Line Items] | ||||
Legal Fees | 12,500 | |||
Brokerage fees | 9,000 | |||
Working capital | 518,500 | |||
Subsequent Event [Member] | A J B Capital Investments [Member] | ||||
Subsequent Event [Line Items] | ||||
Principal amount | 600,000 | |||
Purchase price | 540,000 | |||
Debt issued original discount rate | $ 60,000 |
RESTRUCTURING (Details Narrativ
RESTRUCTURING (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | ||||||||
Jul. 13, 2022 | Jul. 21, 2022 | Jul. 16, 2022 | Jul. 31, 2022 | Mar. 17, 2022 | Dec. 27, 2021 | Nov. 30, 2021 | Jun. 10, 2021 | Jun. 04, 2021 | May 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 0.029 | $ 0.067 | $ 0.167 | $ 0.136 | $ 0.175 | |||||
Letter of intent description | Skycrest/Greyt Group and Beyond 100 each advanced Organicell $400,000 and $300,000, respectively (a total of $700,000) as good faith deposits against the $2,000,000 (a total of $4,000,000) purchase price for the Shares. | |||||||||
Consulting Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Share price | $ 0.018 | |||||||||
Warrant [Member] | Consulting Agreement [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Number of warrants purchased | 150,000,000 | |||||||||
Exercise Price | $ 0.02 | |||||||||
Skycrest Holdings [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Investment | $ 2,000,000 | |||||||||
Number of common stock purchased | 100,000,000 | |||||||||
Share price | $ 0.02 | |||||||||
Beyond 100 F Z E [Member] | ||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||
Investment | $ 2,000,000 | |||||||||
Number of common stock purchased | 100,000,000 | |||||||||
Share price | $ 0.02 |
CAPITAL STOCK (Details)
CAPITAL STOCK (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2022 | Oct. 31, 2021 | ||
$0.22 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.22 | [1] | $ 0.22 |
Executive bonus shares issued | 40,000,000 | [2] | 40,000,000 |
Non-executive board bonus shares issued | 2,000,000 | [3] | 2,000,000 |
$0.34 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.34 | [1] | $ 0.34 |
Executive bonus shares issued | 60,000,000 | [2] | 60,000,000 |
Non-executive board bonus shares issued | 3,000,000 | [3] | 3,000,000 |
$0.45 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.45 | [1] | $ 0.45 |
Executive bonus shares issued | 80,000,000 | [2] | 80,000,000 |
Non-executive board bonus shares issued | 4,000,000 | [3] | 4,000,000 |
$0.54 | |||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | |||
Pre-transaction price per share valuation | $ 0.54 | [1] | $ 0.54 |
Executive bonus shares issued | 100,000,000 | [2] | 100,000,000 |
Non-executive board bonus shares issued | 5,000,000 | [3] | 5,000,000 |
[1]proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances[2]per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro[3]per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
CAPITAL STOCK (Details 1)
CAPITAL STOCK (Details 1) - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Range 1 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 2,500,000 | $ 2,500,000 |
Aggregate funding amount, maximum | $ 5,000,000 | $ 5,000,000 |
Shares | 5,000,000 | 5,000,000 |
Range 2 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 5,000,001 | $ 5,000,001 |
Aggregate funding amount, maximum | $ 10,000,000 | $ 10,000,000 |
Shares | 10,000,000 | 10,000,000 |
Range 3 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 10,000,001 | $ 10,000,001 |
Aggregate funding amount, maximum | $ 30,000,000 | $ 30,000,000 |
Shares | 30,000,000 | 30,000,000 |
CAPITAL STOCK (Details 2)
CAPITAL STOCK (Details 2) - shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2022 | Oct. 31, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 342,500,000 | 342,500,000 |
Mcpp remaining shares available | 582,500,000 | 582,500,000 |
Albert Mitrani [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 137,500,000 | 137,500,000 |
Ian Bothwell [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 167,500,000 | 167,500,000 |
Maria I. Mitrani [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 80,000,000 | 80,000,000 |
Mcpp remaining shares available | 167,500,000 | 167,500,000 |
George Shapiro [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 69,500,000 | 69,500,000 |
Mcpp remaining shares available | 100,000,000 | 100,000,000 |
Allen Meglin [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | 5,000,000 |
Michael Carbonara [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | 5,000,000 |
Consultants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 33,000,000 | 33,000,000 |
Mcpp remaining shares available |
CAPITAL STOCK (Details 3)
CAPITAL STOCK (Details 3) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Irs Penalties | ||||
Number of Nonvested Shares, Outstanding at beginning | 83,844,445 | 1,111,111 | 1,111,111 | 1,777,777 |
Weighted-Average Grant Date Value, Outstanding at beginning | $ 0.062 | $ 0.029 | $ 0.029 | $ 0.029 |
Number of Non-Vested Shares, Granted | 25,900,000 | 83,400,000 | ||
Weighted-Average Grant Date Value, Granted | $ 0.034 | $ 0.062 | ||
Number of Non-Vested Shares, Vested | (3,601,979) | (499,998) | (666,666) | (666,666) |
Weighted-Average Grant Date Value, Vested | $ 0.049 | $ 0.029 | $ 0.029 | $ 0.029 |
Number of Non-Vested Shares, Expired/Forfeited | ||||
Weighted-Average Grant Date Value, Expired/Forfeited | ||||
Number of Nonvested Shares, Outstanding at ending | 106,142,466 | 611,113 | 83,844,445 | 1,111,111 |
Weighted-Average Grant Date Value, Outstanding at ending | $ 0.055 | $ 0.029 | $ 0.062 | $ 0.029 |
WARRANTS (Details)
WARRANTS (Details) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2022 | Jul. 31, 2021 | Oct. 31, 2021 | Oct. 31, 2020 | |
Number of Shares Outstanding beginning balance | 9,500,000 | 9,500,000 | 9,500,000 | 4,529,371 |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.20 |
Remaining Contractual Term (years) Outstanding beginning balance | 6 years 10 months 24 days | 7 years 10 months 24 days | 7 years 10 months 24 days | 3 months 18 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 289,500 | $ 1,268,000 | $ 1,268,000 | |
Number of Shares, Granted | 40,000,000 | 9,500,000 | ||
Weighted-average Exercise Price, Granted | $ 0.03 | $ 0.03 | ||
Remaining Contractual Term (years) Granted | 10 years | |||
Aggregate Intrinsic Value, Granted | ||||
Number of Shares, Exercised | ||||
Weighted-average Exercise Price, Exercised | ||||
Aggregate Intrinsic Value, Exercised | ||||
Number of Shares, Expired/Forfeited | 4,529,371 | |||
Weighted-average Exercise Price, Expired/Forfeited | $ 0.20 | |||
Aggregate Intrinsic Value, Expired/Forfeited | ||||
Number of Shares Outstanding ending balance | 49,500,000 | 9,500,000 | 9,500,000 | 9,500,000 |
Weighted-average Exercise Price Outstanding ending balance | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.03 |
Remaining Contractual Term (years) Outstanding ending balance | 9 years 3 months | 7 years 1 month 24 days | 6 years 10 months 24 days | 7 years 10 months 24 days |
Aggregate Intrinsic Value Outstanding ending balance | $ 15,000 | $ 685,650 | $ 289,500 | $ 1,268,000 |
IRS PENALTIES (Details Narrativ
IRS PENALTIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Jul. 31, 2022 | Jul. 31, 2011 | Oct. 31, 2021 | Oct. 31, 2012 | Oct. 31, 2020 | |
Irs Penalties | |||||
Penalties | $ 90,000 | $ 20,000 | $ 90,000 | $ 20,000 | |
Accrued tax penalties | $ 83,684 | $ 83,684 | $ 70,000 |