Kaival Brands Innovations (KAVL) 10-K 30 Jan 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Oct. 31, 2022	Jan. 27, 2023	Apr. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Oct. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--10-31
Entity File Number	000-56016
Entity Registrant Name	Kaival Brands Innovations Group, Inc.
Entity Central Index Key	0001762239
Entity Tax Identification Number	83-3492907
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4460 Old Dixie Highway
Entity Address, City or Town	Grant
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32949
City Area Code	(833)
Local Phone Number	452-4825
Title of 12(b) Security	Common Stock, par value $0.001 per share
Trading Symbol	KAVL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Public Float			$ 14,476,455
Entity Common Stock, Shares Outstanding		56,169,090
Auditor Firm ID	206
Auditor Name	MaloneBailey, LLP
Auditor Location	Houston, Texas

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Oct. 31, 2022	Oct. 31, 2021
CURRENT ASSETS:
Cash	$ 3,685,893	$ 7,760,228
Restricted cash		65,007
Accounts receivable	574,606	1,985,186
Other receivable – related parties – short term	1,539,486
Inventory deposit – related party		2,925,000
Inventories	1,239,725	15,326,370
Prepaid expenses	426,407	319,531
Income tax receivable	1,607,302	1,753,594
Total current assets	9,073,419	30,134,916
Other receivable – related party – net of current portion	2,164,646
Right of use asset- operating lease	1,198,969	55,604
TOTAL ASSETS	12,437,034	30,190,520
CURRENT LIABILITIES:
Accounts payable	40,023	242,829
Accounts payable- related party		12,667,769
Accrued expenses	1,099,157	579,604
Customer deposits	44,973
Deferred revenue	235,274
Operating lease obligation, short term	166,051	13,020
Customer refund due		316,800
Total current liabilities	1,585,478	13,820,022
LONG TERM LIABILITIES
Operating lease obligation, net of current portion	1,050,776	46,185
TOTAL LIABILITIES	2,636,254	13,866,207
STOCKHOLDERS’ EQUITY:
Preferred stock 5,000,000 shares authorized; Series A Convertible Preferred stock ($0.001 par value, 3,000,000 shares authorized, 0 and 3,000,000 shares issued and outstanding as of October 31, 2022, and October 31, 2021, respectively)		3,000
Common stock ($0.001 par value, 1,000,000,000 shares authorized, 56,169,090 and 30,195,312 issued and outstanding as of October 31, 2022, and October 31, 2021, respectively)	56,169	30,195
Additional paid-in capital	29,375,787	21,551,959
Accumulated deficit	(19,631,176)	(5,260,841)
Total Stockholders’ Equity	9,800,780	16,324,313
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$ 12,437,034	$ 30,190,520

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Oct. 31, 2022	Oct. 31, 2021
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000,000,000	1,000,000,000
Common stock, shares issued	56,169,090	30,195,312
Common stock, shares outstanding	56,169,090	30,195,312
Series A Preferred Stock [Member]
Preferred stock, shares authorized	3,000,000	3,000,000
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	0	3,000,000
Preferred stock, shares outstanding	0	3,000,000

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Revenues
Revenues, net	$ 12,701,539	$ 59,378,208
Revenues – related parties	68,139	154,560
Royalty revenue	117,292
Excise tax on products	(125,513)	(756,338)
Total revenues, net	12,761,457	58,776,430
Cost of revenue
Cost of revenue – related party	11,345,912	46,528,501
Cost of revenue – other	174,520	314,049
Total cost of revenue	11,520,432	46,842,550
Gross profit	1,241,025	11,933,880
Operating expenses
Advertising and promotions	2,679,308	3,195,883
General and administrative expenses	12,950,373	19,207,028
Total operating expenses	15,629,681	22,402,911
Other income
Interest income	4	395
Total other income	4	395
Loss before income taxes	(14,388,652)	(10,468,636)
Provision (benefit) for income taxes	(18,317)	(1,435,198)
Net loss	$ (14,370,335)	$ (9,033,438)
Net loss per common share – basic and diluted	$ (0.36)	$ (0.38)
Weighted average number of common shares outstanding – basic and diluted	39,710,389	24,000,246

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 31, 2020	$ 3,000	$ 23,107	$ 618,904	$ 3,772,597	$ 4,417,608
Balance at beginning (in shares) at Oct. 31, 2020	3,000,000	23,106,886
Stock issued for services – RSUs		$ 221	505,100		505,321
Stock issued for services - RSUs, (in shares)		221,666
Common shares settled and cancelled		$ (93)	(254,017)		(254,110)
Common shares settled and cancelled (in shares)		(92,871)
Common stock issued for compensation		$ 675	8,943,425		8,944,100
Common stock issued for compensation, shares		674,803
Stock option expense			1,773,947		1,773,947
Common stock issued for cash, net of financing cost		$ 5,405	8,300,367		8,305,772
Common stock issued for cash, net of financing cost, shares		5,405,000
Common stock issued for warrant exercise		$ 880	1,664,233		1,665,113
Common stock issued for warrant exercise, shares		879,828
Net loss				(9,033,438)	(9,033,438)
Ending balance, value at Oct. 31, 2021	$ 3,000	$ 30,195	21,551,959	(5,260,841)	16,324,313
Balance at end (in shares) at Oct. 31, 2021	3,000,000	30,195,312
Stock issued for services – RSUs		$ 123	172,256		172,379
Stock issued for services - RSUs, (in shares)		123,256
Common shares settled and cancelled		$ (45)	(59,817)		(59,862)
Common shares settled and cancelled (in shares)		(44,720)
Common stock issued for compensation		$ 40	65,283		65,323
Common stock issued for compensation, shares		39,637
Exercise of common stock warrants		$ 856	1,624,794		1,625,650
Exercise of common stock warrants, shares		855,605
Converted Series A Convertible Preferred Stock	$ (3,000)	$ 25,000	(22,000)
Converted Series A Convertible Preferred Stock, shares	(3,000,000)	25,000,000
Stock option expense			6,043,312		6,043,312
Net loss				(14,370,335)	(14,370,335)
Ending balance, value at Oct. 31, 2022		$ 56,169	$ 29,375,787	$ (19,631,176)	$ 9,800,780
Balance at end (in shares) at Oct. 31, 2022		56,169,090

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (14,370,335)	$ (9,033,438)
Adjustments to reconcile net loss to net cash provided by operating activities:
Stock based compensation	237,702	9,449,421
Stock options expense	6,043,312	1,773,947
ROU operating lease expense	132,890	14,529
Write off of inventory	259,563
Changes in current assets and liabilities:
Accounts receivable	1,410,580	(583,624)
Other receivable – related party	(3,704,132)	15,360
Prepaid expenses	(106,876)	(319,531)
Inventory	13,827,082	(15,319,987)
Inventory deposit – related party	2,925,000	(2,925,000)
Income tax receivable	146,292	(1,753,594)
Accounts payable	(202,806)	242,829
Accounts payable – related party	(12,667,769)	11,258,208
Accrued expenses	519,553	(482,501)
Deferred revenue	235,274	(623,096)
Income tax accrual		(1,331,856)
Customer deposits	44,973
Customer refund due	(316,800)	316,800
Payments on operating lease liability	(118,633)	(11,708)
Net cash used in operating activities	(5,705,130)	(9,313,241)
CASH FLOWS FROM FINANCING ACTIVITIES
Common stock issued for cash, net of financing cost		8,305,772
Proceeds from the exercise of warrants	1,625,650	1,665,113
Settled RSU shares with cash	(59,862)	(254,110)
Net cash provided by financing activities	1,565,788	9,716,775
Net change in cash and restricted cash	(4,139,342)	403,534
Beginning cash and restricted cash balance	7,825,235	7,421,701
Ending cash and restricted cash balance	3,685,893	7,825,235
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Interest paid
Income taxes paid		1,637,102
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Conversion of Series A Preferred Stock Shares to Common Stock Shares	25,000
ROU asset and operating lease obligation recognized under Topic 842	$ 1,276,255

Organization and Description of

Organization and Description of Business	12 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Organization and Description of Business	Note 1 – Organization and Description of Business Kaival Brands Innovations Group, Inc. (the “Company,” the “Registrant,” “we,” “us,” or “our”), formerly known as Quick Start Holdings, Inc., was incorporated on September 4, 2018, in the State of Delaware. Current Description of Business The Company is focused on growing and incubating innovative and profitable products into mature, dominant brands. On March 9, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) of certain electronic nicotine delivery systems (“ENDS”) and related components (the “Products”) with Bidi Vapor, LLC, a Florida limited liability company (“Bidi”), a related party company that is also owned by Nirajkumar Patel, the Chief Science and Regulatory Officer and director of the Company. The Distribution Agreement was amended and restated on May 21, 2020, again on April 20, 2021, again on June 10, 2022 , again on November 17, 2022 (collectively the “A&R Distribution Agreement”), in order to clarify some of the provisions. Pursuant to the A&R Distribution Agreement, Bidi granted the Company an exclusive worldwide right to distribute the Products for sale and resale to non-retail level customers. Currently, the Products consist primarily of the “Bidi Stick.” The Company ceased all direct-to-consumer sales in February 2021. In connection with the A&R Distribution Agreement, the Company entered into non-exclusive sub-distribution agreements, some of which were subsequently amended and restated by the parties in order to clarify certain provisions (all such agreements, as amended and restated, are collectively referred to as the “A&R Sub-Distribution Agreements”), whereby the Company appointed the counterparties as non-exclusive sub-distributors. Pursuant to the A&R Sub-Distribution Agreements, the sub-distributors agreed to purchase for resale the Products in such quantities as they should need to properly service non-retail customers within the continental United States (the “Territory”). On August 31, 2020, the Company formed Kaival Labs, Inc., a Delaware corporation (herein referred to as “Kaival Labs”), as a wholly owned subsidiary of the Company, for the purpose of developing Company-branded and white-label products and services The Company has not yet launched any Kaival-branded product, nor has it begun to provide white label wholesale solutions for other product manufacturers. On March 11, 2022, the Company formed Kaival Brands International, LLC, a Delaware limited liability company (herein referred to as “KBI”), as a wholly owned subsidiary of the Company, for the purpose of entering into an international licensing agreement with Philip Morris Products S.A. (“PMPSA”), a wholly owned affiliate of Philip Morris International Inc. (“PMI”). On July 16, 2021, the Company filed a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to affect a 1-for-12 reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Reverse Stock Split was effective as of 12:01 a.m. Eastern time on July 20, 2021. No fractional shares were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have otherwise resulted from the Reverse Stock Split will be rounded up to the nearest whole number. In connection with the Reverse Stock Split, the Board of Directors (the “Board”) approved appropriate and proportional adjustments to all outstanding securities or other rights convertible or exercisable into shares of Common Stock, including, without limitation, all preferred stock, warrants, options, and other equity compensation rights. All historical share and per-share amounts reflected throughout our consolidated financial statements and other financial information herein have been adjusted to reflect the Reverse Stock Split as if the split occurred as of the earliest period presented. The par value per share of the Common Stock was not affected by the Reverse Stock Split. On June 13, 2022, the Company’s wholly owned subsidiary, KBI, entered into the PMI License Agreement with PMPSA, a wholly owned affiliate of PMI, for the development and distribution of ENDS products in certain markets outside of the United States, subject to market (or regulatory) assessment. The PMI License Agreement grants to PMPSA a license of certain intellectual property rights relating to Bidi’s ENDS device, known as the BIDI® Stick in the United States, as well as potentially newly developed devices, to permit PMPSA to manufacture, promote, sell, and distribute such ENDS device and newly developed devices, in international markets, outside of the United States. On July 25, 2022, the Company announced the launch of PMPSA’s custom-branded self-contained e-vapor product, pursuant to the licensing agreement. The product, a self-contained e-vapor device, VEEBA, has been custom developed and is now being distributed in Canada and in the United Kingdom. Current Product Offerings Pursuant to the A&R Distribution Agreement, The Company sells and resells electronic nicotine delivery systems, which it may refer to herein as “ENDS Products”, or “e-cigarettes”, to non-retail level customers. The sole Product the Company resells is the “BIDI ® ® COVID-19 In January 2020, the World Health Organization (the “WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) originating in Wuhan, China and the risks to the international community as the virus spread globally beyond its point of origin. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic based on the rapid increase in global exposure. The Company was indirectly impacted by supply chain issues and regulatory oversight. The Company believes that many retailers and distributers relaxed their compliance standards as an indirect result of COVID-19 for two reasons: (i) government enforcement of regulations was very limited due to imposed social restrictions, resulting in less in-person monitor enforcement by government officials and (ii) retail stores experienced light foot traffic from customers due to COVID-19 restrictions and fears, which resulted in relaxed compliance in an effort to generate additional revenue. Impact of FDA PMTA Determinations and August 2022 11 th In September 2021, in connection with the PMTA process, the FDA effectively “banned” flavored ENDS by denying nearly all then-pending PMTAs for such products. Following the issuance of Marketing Denial Orders (“MDO”), manufacturers are required to stop selling non-tobacco flavored ENDS products. Bidi, along with nearly every other company in the ENDS industry, received a MDO for its non-tobacco flavored ENDS products. With respect to Bidi, the MDO covered all non-tobacco flavored BIDI® Sticks, including its Arctic (menthol) BIDI® Stick. As a result, beginning in September 2021, Bidi challenged the MDO. First, on September 21, 2021, separate from the judicial appeal of the MDO in its entirety, Bidi filed a 21 C.F.R. §10.75 internal the FDA review request specifically of the decision to include the Arctic (menthol) BIDI® Stick in the MDO. In May 2022, the FDA issued a determination that it views the Arctic BIDI® Stick as a flavored ENDS product, and not strictly a menthol flavored product. On September 29, 2021, Bidi petitioned the U.S. Court of Appeals for the Eleventh Circuit (the “11 th On October 14, 2021, Bidi requested that the FDA re-review the MDO and reconsider its position that Bidi did not include certain scientific data in its applications sufficient to allow the PMTAs to proceed to scientific review. In light of this request, on October 22, 2021, pursuant to 21 C.F.R. § 10.35(a), the FDA issued an administrative stay of Bidi’s MDO pending its re-review. Subsequently, the FDA decided not to rescind the MDO and lifted its administrative stay on December 17, 2021. Following the lifting of the FDA’s administrative stay, Bidi filed a renewed motion to stay the MDO with the 11th Circuit. On February 1, 2022, the appellate court granted Bidi’s motion to stay (i.e., put on hold) the MDO, pending the litigation on the merits. Oral arguments in the merits-based proceeding were held on May 17, 2022. On August 23, 2022, the U.S. Court of Appeals for the Eleventh Circuit set aside the MDO issued to the non-tobacco flavored BIDI® Sticks and remanded Bidi’s Premarket Tobacco Product Application (“PMTA”) back to the FDA for further review. Specifically, the Court held that the MDO was “arbitrary and capricious” in violation of the Administrative Procedure Act (“APA”) because the FDA failed to consider the relevant evidence before it, specifically Bidi’s aggressive and comprehensive marketing and sales-access-restrictions plans designed to prevent youth appeal and access. The opinion further indicated that the FDA did not properly review the data and evidence that it has long made clear are critical to the appropriate for the protection of the public health (“APPH”) standard for PMTAs set forth in the Tobacco Control Act including, in Bidi’s case, “product information, scientific safety testing, literature reviews, consumer insight surveys, and details about the company’s youth access prevention measures, distribution channels, and adult-focused marketing practices,” which “target only existing adult vapor product users, including current adult smokers,” as well as the Company’s retailer monitoring program and state-of-the-art anti-counterfeit authentication system. Because a MDO must be based on a consideration of the relevant factors, such as the marketing and sales-access-restrictions plans, the denial order was deemed arbitrary and capricious, and vacated by the FDA. The FDA did not appeal the 11th Circuit’s decision. The Agency had until October 7, 2022 (45 days from the August 23, 2022 decision) to either request a panel rehearing or a rehearing “en banc” (a review by the entire 11 th In the meantime, the Company anticipates continued ability to market and sell the non-tobacco flavored BIDI® Sticks, subject to the FDA’s enforcement discretion, for the duration of the PMTA scientific review. Separately, on or about May 13, 2022, the FDA placed the tobacco-flavored Classic BIDI® Stick into the final Phase III scientific review. Risks and Uncertainties The FDA has indicated that it is prioritizing enforcement of unauthorized ENDS against companies (1) that never submitted PMTAs, (2) whose PMTAs have been refused acceptance or filing by the FDA, (3) whose PMTAs remain subject to MDOs, and (4) that are continuing to market unauthorized synthetic nicotine products after the July 13, 2022, cutoff. Subject to FDA’s enforcement discretion, until the scientific review process is complete on each of Bidi’s PMTA’s, the Company views the risk of FDA enforcement against Bidi as low. The Company anticipates FDA will move forward with a review of Bidi’s PMTA on remand, as directed by the Court; however, the Company cannot provide any assurances as to the timing or outcome. Accordingly, the Company anticipates FDA will move forward with a review of Bidi’s PMTA on remand, as directed by the Court. Moreover, Bidi’s application is particularly comprehensive, and now includes, among other things, a randomized, crossover, clinical study to assess nicotine pharmacokinetics and subjective effects of the BIDI® Stick, several behavioral, perception and intention studies, as well as a nationally-representative population prevalence study. A complete scientific review of the PMTA would require FDA to review all of this information before making an APPH determination, and while FDA could narrowly interpret the Court’s ruling as an order to review only Bidi’s marketing and sales-access restrictions plans, the 11 th

Basis of Presentation and Signi

Basis of Presentation and Significant Accounting Policies	12 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Basis of Presentation and Significant Accounting Policies	Note 2 – Basis of Presentation and Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the financial statements of the Company’s wholly-owned subsidiaries, Kaival Labs and Kaival Brands International. Intercompany transactions are eliminated. Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates. Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents on October 31, 2022, and October 31, 2021. Cash and restricted cash as of October 31, 2022, and October 31, 2021, were $ 3,685,893 7,825,235 Cash and restricted cash consist of cash and cash held short-term in escrow as required. As of October 31, 2022, and October 31, 2021, the Company had $0 and $ 65,007 The following table sets forth a reconciliation of cash, and restricted cash reported in the consolidated balance sheet and the consolidated statements of cash flows that agrees to the total of those amounts presented in the consolidated statements of cash flows. Restrictions on Cash and Cash Equivalents October 31, October 31, 2022 2021 Cash $ 3,685,893 $ 7,760,228 Restricted cash — 65,007 Total cash and restricted cash shown in statement of cash flows $ 3,685,893 $ 7,825,235 Advertising and Promotion All advertising, promotion and marketing expenses, including commissions, are expensed when incurred. Accounts Receivable and Allowance for Doubtful Accounts Receivables are stated at cost, net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on the management’s assessment of the collectability of accounts receivable. A considerable amount of judgment is required in assessing the amount of the allowance and the Company considers the historical level of credit losses and collection history and applies percentages to aged receivable categories. The Company makes judgments about the creditworthiness of debtors based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the debtors were to deteriorate, resulting in their inability to make payments, a larger allowance may be required. As of October 31, 2022, based upon management’s assessment of the accounts receivable aging and the customers’ payment history, the Company has determined that no allowance for doubtful accounts is required. The Company also had no Inventories All product inventory is purchased from a related party, Bidi. Inventories are stated at the lower of cost and net realizable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The Company determines cost based on the first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. As of October 31, 2022, the inventories only consisted of finished goods and were located in three locations; the Kaival main warehouse and two customer warehouses whose service agreements are on a consignment basis with Kaival. The Company had a write-off of $ 259,563 related to short-coded Bidi sticks that were no longer able to be sold. Based upon fiscal year 2022 inventory management procedures and their results, the Company has determined that no allowance for inventory is required as of October 31, 2022 and 2021. Inventory deposit – related party During the fiscal year 2021, the Company paid $ 2,925,000 million from its capital financing raise to ® 2,925,000 Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 13.4 18.4 Deferred Revenue The Company accepts partial payments for orders from wholesale customers, which it holds as deposits or deferred revenue, until the Company has received full payment and orders are shipped to the customer. Revenue for these orders is recognized at the time of shipment to the customer. As of October 31, 2022, and October 31, 2021, the Company has received $ 44,973 0 235,274 Customer Refunds The Company infrequently has a need to adjust the size of an order after it has been shipped, received and paid for, due to the customer oversizing the order for more product that it can realistically sell at that time. If and when this occurs, the Company will ask the customer to return the over allotted product. Once received and inspected, the Company will issue a refund for the product return. As of October 31, 2022 and October 31, 2021, the Company had $ 0 316,800 Products Revenue The Company generates products revenue from the sale of the Products (as defined above) to non-retail customers. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the Products has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. The Company determined that a customer obtains control of the Product upon shipment when title of such product and risk of loss transfer to the customer. The Company’s shipping and handling costs are fulfillment costs, and such amounts are classified as part of cost of sales. The Company offers credit sales arrangements to non-retail (or wholesale) customers and monitors the collectability of each credit sale routinely. Revenue is measured by the transaction price, which is defined as the amount of consideration expected to be received in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes refunds and returns as well as incentive offers and promotional discounts on current orders. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of the sale. Variable consideration related to incentive offers and promotional programs are recorded as a reduction to revenue based on amounts the Company expects to collect. Estimates are regularly updated, and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established at the time an order is placed and incentives have very short-term durations. Amounts billed and due from customers are short term in nature and are classified as receivable since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not grant payment financing terms greater than one year. Payments received in advance of revenue recognition are recorded as deferred revenue, as noted above. Royalty Revenue On June 13, 2022, KBI entered into the PMI License Agreement with PMPSA, effective as of May 13, 2022 (the “PMI Commencement Date”). Pursuant to the PMI License Agreement, KBI granted PMPSA an exclusive irrevocable license to use its technology, documentation, and intellectual property to make, distribute, and sell disposable nicotine e-cigarettes Products based on the intellectual property in certain international markets set forth in the PMI License Agreement (the “PMI Markets”). The Company has the exclusive international distribution rights to the Products and, in order to allow KBI to fulfill its obligations set forth in the PMI License Agreement, has contributed the international distribution rights for the PMI Markets to KBI as set forth in a Capital Contribution Agreement, dated June 10, 2022. The sublicense granted to PMPSA is exclusive in the PMI Markets and neither KBI nor any of its affiliates can sell, promote, use, or distribute any competing products in the PMI Markets for the duration of the term of the PMI License Agreement and any Sell-Out Period (as defined in the PMI License Agreement). PMSPA will be responsible for any regulatory filings necessary to sell the Products in the PMI Markets. Both KBI and PMPSA agree to work together in the registration and maintenance of the Intellectual Property, but KBI will bear all cost and expense to implement the registration strategy. Finally, PMPSA has agreed to potential future development services with KBI in the PMI Markets and has been granted certain rights with respect to potential future products. The initial term of the PMI License Agreement is five (5) years and automatically renews for an additional five-year period unless PMPSA has failed to meet the agreed upon minimum key performance indicators set forth in the PMI License Agreement, in which case the PMI License Agreement will automatically terminate at the end of the initial license term. In consideration for the grant of the licensed rights, PMPSA agreed to pay to KBI a royalty equal to a percentage of the base price of the first sale of each unit of Product manufactured. In addition, before the launch of the first product in a market and each anniversary of such launch, PMPSA agrees to pre-pay to KBI a guaranteed minimum royalty based on the estimated royalties payable by PMPSA to KBI in relation to all markets in the twelve (12)-month period following the first launch or each successive anniversary of the first launch, subject to an aggregate maximum guaranteed royalty payment for all markets for each applicable twelve (12)-month period. PMPSA may require modification of certain products to be sold under the PMI Licensing Agreement to be modified for a PMI Market. Pursuant to the PMI Licensing Agreement, PMPSA has absolute discretion over sales, marketing, product branding and packaging pertaining to sales in the PMI Markets, as well as the right to select the specific PMI Markets in which to launch commercialization and determine what product types are to be promoted in each market, subject to sales and marketing plans and annual business plans set by PMPSA and certain expansion criteria agreed between PMPSA and KBI. Royalty revenue earned from the PMI License Agreement is recognized in the period the sales of the Product manufactured occurs. The PMI License Agreement contains customary representations, warranties, covenants, and indemnification provisions; however, KBI’s liability under the PMI License Agreement is capped at the greater of: (i) Ten Million Dollars ($ 10,000,000 30,000,000 Concentration of Revenues and Accounts Receivable For the fiscal year 2022, (i) approximately 30% or $ 3,945,534 ® 1,892,245 1,472,888 In Fiscal year 2021, approximately 23% or $ 13,888,376 ® 9,575,711 8,206,792 Favs Business with an outstanding balance of $ 375,425 85,510 Favs Business with an outstanding balance of $ 1,000,000 321,534 Share-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments (share-based payments, or SBP) based on the grant-date fair value of the award. That cost is recognized over the period during which a recipient is required to provide service in exchange for the SBP award—the requisite service period (vesting period). For SBP awards subject to conditions, compensation is not recognized until the performance condition is probable of occurrence. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. Compensation expense for SBP awards granted to non-employees is re-measured each period as the underlying options vest. The fair value of each option granted during the year ended October 31, 2022 and 2021 was estimated on the date of grant using the Black-Scholes option-pricing model with the weighted average assumptions in the following table: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2022 2021 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 279.81 288.93 % 294.55 301.53 % Risk-free interest rate 1.74 3.13 % 1.19 1.63 % The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Common Stock. The assumed discount rate was the default risk-free ten-year interest rate for US Treasury bills. The Company's stock option expense for 6,043,312 1,773,947 The Company’s stock-based compensation for common stock issued for services for the fiscal years ended October 31, 2022 and October 31, 2021, was $ 237,702 9,449,421 Income Tax Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. The Company has Federal net operating loss (“NOL”) carryforwards, consisting of total deferred tax assets, totaling approximately $ 4.5 0.4 $ 4,286,289 1,256,059 Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, restricted cash, accounts receivable, inventory, accounts payable and accrued expenses. As of October 31, 2022 and 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on a recurring basis. Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Going Concern

Going Concern	12 Months Ended
	Oct. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 3 – Going Concern The Company’s financial statements are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued. In accordance with Financial Accounting Standards Board (the “FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), our management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. As shown in the accompanying consolidated financial statements, the Company has incurred significant recurring losses and negative cash flows from operations. These factors raised substantial doubt about the Company’s ability to continue as a going concern. In response to the above, the Company assessed its management’s plans to alleviate that doubt. The Company has positive working capital as of October 31, 2022 of $ 7,487,941 th of The Company believes that its available cash and the cash to be provided by future operating activities should enable the Company to meet its estimated liquidity needs for the next 12 months after the date that the financial statements are issued. Because of the above factors, the Company believes that this alleviates the substantial doubt in connection with the Company’s ability to continue as a going concern. However, there is no assurance that the Company’s plans will be successful due to the current economic climate in the United States and globally. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of these uncertainties.

Leases

Leases	12 Months Ended
	Oct. 31, 2022
Leases
Leases	Note 4 – Leases The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842) (“Topic 842”), which requires lessees to recognize right-of-use (“ROU”) assets and lease liability, initially measured at present value of the lease payments, on its balance sheet for leases with terms longer than 12 months and classified as either financing or operating leases. The Company excludes short-term leases having initial terms of 12 months or less from Topic 842 as an accounting policy election and recognizes rent expense on a straight-line basis over the lease term. The Company does not have financing leases and only one operating lease for office space and inventory storage space with a related party, as of October 31, 2022. Certain of the Company’s leases, have and may in the future, include renewal options, which have been and might be in the future, included in the calculation of the lease liabilities and right of use assets when the Company is reasonably certain to exercise the option. On August 1, 2020, we began leasing office space consisting of 1,595 square feet as our main corporate office in Grant, Florida for $1,000 per month. The five-year lease agreement is with a related party, Just Pick, LLC (“Just Pick”). Nirajkumar Patel, our Chief Science and Regulatory Officer and director, is also an officer of Just Pick. We believe our office space is sufficient to meet our current needs. On November 1, 2021 the Company entered into a month-to-month lease agreement with Ranger Enterprises, LLC, located in Seymour, Indiana, to store product inventory at this satellite location. The Company made payments on this lease in the amount of $19,959. The lease was terminated in June 2022. On November 11, 2021 the Company entered into a month- to-month lease agreement with FFE Solutions Group, located in Salt Lake City Utah, to store additional product inventory at this satellite location. The Company made payments on this lease in the amount of $19,108 . This lease was terminated in April 2022. On June 10, 2022, the Company entered into a Lease Agreement (the “2022 Lease”) with Just Pick for approximately 21,332 rentable square feet combined in the office building and warehouse located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949 (the “Premises”), together with all improvements thereon. Just Pick is considered a related party to the Company because the Company’s Chief Science and Regulatory Officer and director, Mr. Nirajkumar Patel, owns and controls Just Pick. The Company must pay Just Pick base rent equal to $ 17,776 18,665 19,554 20,443 22,220 23,998 4.5 118,633 11,708 Cash flow information related to leases was as follows: Schedule of cash flow information related to leases October 31, 2022 October 31, 2021 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (118,633 ) $ (11,708 ) The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets on October 31, 2022, and 2021: Schedule Of Condensed Balance Sheet Lease Position October 31, 2022 October 31, 2021 Operating Leases Operating lease right-of-use assets $ 1,198,969 $ 55,604 Right of use liability operating lease, current portion $ 166,051 $ 13,020 Right of use liability operating lease, long term 1,050,776 46,185 Total operating lease liabilities $ 1,216,827 $ 59,205 The following table provides the future minimum operating lease payments as of October 31, 2022: Schedule of Lessee Operating Lease Liability Maturity Operating Leases Future minimum operating lease liabilities on October 31, 2022 2023 $ 217,468 2024 228,134 2025 238,800 2026 253,614 2027 and thereafter 450,934 Total future undiscounted lease payments $ 1,388,950 Less: Imputed interest (172,123 ) Present value of lease liabilities $ 1,216,827 As of October 31, 2022, the Company had no

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Oct. 31, 2022
Equity [Abstract]
Stockholders’ Equity	Note 5 – Stockholders’ Equity Common Shares During the fiscal year ended October 31, 2022: During the year, the Company issued 39,637 65,323 25,000,000 855,605 1,625,650 During the fiscal year ended October 31, 2021: During the year ended October 31, 2021, 674,803 8,944,100 308,333 1,597,667 4,700,000 1.90 3,525,000 1.70. The Company also granted the underwriter the option to purchase an additional 705,000 528,750 8,305,772 1,665,113 879,828 On November 1, 2020, the Company entered into a Consulting Agreement with Inflection Partners LLC (“Inflection Partners”), pursuant to which the Company engaged Inflection Partners to provide investor relations, corporate communication, marketing, strategic advising, and operational activities (collectively, the “Inflection Services”), in exchange for a $ 45,000 60,000 83,333 83,333 125,000 45,000 60,000 83,333 166,667 100,000 225,000 308,333 1,597,667 Preferred Shares Converted The authorized preferred stock of the Company consists of 5,000,000 3,000,000 as a result of the Reverse Stock Split, the conversion rate was adjusted such that each share of the Series A Preferred Stock is convertible into approximately 8.33 shares of Common Stock. 3,000,000 3,000,000 8.33 25,000,000 5,000,000 0 Restricted Stock Unit Awards During the fiscal year October 31, 2022: During the twelve months ended October 31, 2022, 123,256 172,379 44,720 59,862 On March 4, 2022, the Company’s Board approved the termination of the RSU agreements with the consent of the employees. At the time these agreements were terminated, there remained 1,564,166 4,457,875 During the fiscal year October 31, 2021: During the twelve months ended October 31, 2021, 221,666 505,321 92,871 254,110 23,333 499,167 1,011,019 On January 1, 2021, the Board of Directors approved the award of 41,667 315,000 Stock Options Summary of stock options information is as follows: Schedule Of Stock holders Equity Weighted Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2020 — $ — $ — $ — Granted 150,000 3,074,010 9.12 28.68 20.49 Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2021 150,000 3,074,010 9.12 28.68 20.49 Granted 3,110,600 6,708,460 1.03 2.85 2.16 Exercised — — — — Cancelled, forfeited, or expired (58,335 ) (861,041 ) 9.12 25.98 14.76 Outstanding, October 31, 2022 3,202,265 $ 8,921,429 $ 1.03 28.68 2.79 Exercisable, October 31, 2022 2,460,270 $ 7,386,509 $ 1.03 28.68 $ 3.00 During the fiscal year ended October 31, 2021, the Company recognized $ 1,773,947 1,314,055 9.43 0 During fiscal year 2021, the Company granted options exercisable for up to 150,000 shares of Common Stock of which 15,000 fully vested on March 17, 2021, 7,500 fully vested on June 30, 2021, 41,667 fully vested on December 1, 2021, 17,500 vested on March 17, 2022, 8,750 vest on June 30, 2022, and 1,248 vest over the next year on March 17, 2023, and June 30, 2023. The options have exercise prices ranging from $9.12 to $28.68 per share. On July 19, 2021, two of the stock option agreements, exercisable for an aggregate of 50,000 shares of Common Stock, were modified to accelerate the full vesting period from 3 years to 2 years. The During the year ended October 31, 2022, the Company recognized stock option expense of $ 6,043,312 1,716,795 9.52 intrinsic value was $ 50,000 On February 27, 2022, non-qualified stock options exercisable for up to 200,000 489,998 2.45 288.93 10 1.83 On April 22, 2022, non-qualified stock options exercisable for up to 75,000 The fair value of the options on the grant date was 1.42 286.00 10 2.90 On May 18, 2022, non-qualified stock options exercisable for up to 500,000 shares of Common Stock were awarded to one consultant of the Company. These stock options have a ten-year term from the grant date, with the shares fully vesting on December 1, 2022. The fair value of the options on the grant date was $ 514,997 using a Black-Scholes option pricing model with the following assumptions: stock price $ 1.03 per share (based on the quoted trading price on the date of grant), a computed volatility of 284.70 %, expected term of 10 years, and a risk-free interest rate of 2.89 %. On August 1, 2022, non-qualified stock options exercisable for up to 25,000 29,000 1.16 281.14 10 2.60 On August 24, 2022, non-qualified stock options exercisable for up to 50,000 65,999 1.32 279.81 10 3.11 On March 4, 2022, options exercisable for up to an aggregate of 1,385,600 3,948,948 2.85 294.55 10 1.62 On June 24, 2022, non-qualified stock options exercisable for up to 875,000 375,000 500,000 1,504,990 1.72 283.12 10 3.13 Common Stock Compensation Transition Plan During the second quarter of fiscal year 2021 the Board and executive management began cost reduction discussions, including the reduction of non-cash items such as equity compensation awards. Those discussions stalled primarily due to the focus on other corporate events of significant value. In the first and second fiscal quarters of 2022, the Board resumed discussions, assessments, and evaluations regarding the equity compensation awarded to its officers and employees. The Board ultimately approved a stock option program for equity awards granted to its officers and employees. The Compensation Committee finalized the program in February 2022 and approved it in March 2022. While evaluating and designing this program, the Compensation Committee did not utilize any aspects of value to the employees or other features. Therefore, the termination of the RSU program and the newly adopted stock option program were developed completely independent of each other and terminated and implemented, respectively, distinctly and simultaneously. Management concluded under ASC 718 these transactions are a cancelation and replacement whereby total compensation cost measured at the date of a cancellation and replacement is the portion of the grant-date fair value of the original award for which the service is expected to be rendered at that date plus the incremental cost resulting from the cancellation and replacement. Incremental cost is measured as the excess of the fair value of the replacement award over the fair value of the cancelled award at the cancellation date in which there was none since the fair value of the replacement award was less than the fair value of the canceled award. The outcomes of this decision and the transition on March 4, 2022, resulting in: (i) the termination of the RSU program for all executive officers and employees, consisting of 1,564,166 Warrants Shares Summary Warrant Shares information is as follows: Share-based Payment Arrangement, Option, Activity Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2020 — $ — $ — $ — Granted 4,053,750 7,702,125 1.90 1.90 Exercised (879,828 ) (1,671,673 ) 1.90 1.90 Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2021 3,173,922 6,030,452 1.90 1.90 Granted — — — — Exercised (855,605 ) (1,625,650 ) 1.90 1.90 Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2022 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 Exercisable, October 31, 2022 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 As part of the Company’s underwritten public offering in September 2021, the Company issued warrants to purchase a total of 4,053,750 1.90 1,665,113 855,605 1,625,650 The weighted average remaining contractual life is approximately 3.92 no 4.92

Related-Party Transactions

Related-Party Transactions	12 Months Ended
	Oct. 31, 2022
Related Party Transactions [Abstract]
Related-Party Transactions	Note 6 – Related-Party Transactions Revenue and Accounts Receivable During the fiscal year ended October 31, 2022, the Company recognized revenue of $ 68,139 During the fiscal year ended October 31, 2021, the Company recognized revenue of $ 154,560 Purchases and Accounts Payable During the fiscal year ended October 31, 2022, the Company purchased Products equal to $ 1,505,390 During the fiscal year ended October 31, 2021, the Company purchased Products equal to $ 91,149,783 29,283,452 61,866,332 12,667,769 During the fiscal year ended October 31, 2021, Lakshmi Distributors Inc., doing business as C Store Master (“C Store Master”), a large customer of the Company, elected to return the inventory associated with the consignment order placed on April 1, 2021, which was located at the staging warehouse in California, to the Company at no cost. The Company then returned this same inventory to Bidi’s warehouse in Florida at no cost. This reduced the Company’s inventory and reduced the related-party amount due to Bidi by $ 13,846,950 The KBI License agreement provides that KBI shall pay Bidi license fees equivalent to 50 % of the adjusted earned royalty payments, after any offsets due to jointly agreed costs such development costs incurred for entry to specific international markets. Consequently, the Company has determined that no license fees are owed to Bidi as of October 31, 2022. Office Space and Other Leases On June 10, 2022, the Company entered into a Lease Agreement (the “2022 Lease”) with Just Pick, LLC for approximately 21,332 rentable square feet combined in the office building and warehouse located at 4460 Old Dixie Highway, Grant-Valkaria, Florida 32949 (the “Premises”), together with all improvements thereon. Just Pick, LLC is considered a related party to the Company because the Company’s Chief Science Officer and director, Mr. Nirajkumar Patel, owns and controls Just Pick, LLC. See also Note 4. We believe our office space is sufficient to meet our current needs. During the fiscal year ended October 31, 2021, the Company was part of a five-year lease agreement with Just Pick, LLC (a related party), which began on August 1, 2020. The Company was not yet being charged for the leased space under the terms and conditions of the lease between the Company and Just Pick, LLC. Accordingly, no payments were made on the lease during the fiscal year ended October 31, 2022. The lease ended in the current year upon signing the previously mentioned lease with Just Pick, LLC on June 10, 2022. Concentration of Purchases and Other Receivable - Related Party For the year ended October 31, 2022, 100% of the inventories of Products, consisting solely of the BIDI ® 1,505,390 61,866,332 On April 29, 2022, the Company and Bidi agreed to cancel the $ 2,295,000 Inventory quality control expenses were paid by the Company on behalf of Bidi during the year ended October 31, 2022, in the amount of approximately $723,000, and were offset as a credit against the accounts payable balance-related party. A credit of $2,924,655 was applied on August 1, 2022, resulting in a related-party receivable balance due from Bidi of $ 2,134,413 , to be applied on future orders of Product. On October 31, 2022, the Company and Bidi agreed to a return for short-coded or expiring inventory. An additional credit of $ 1,543,545 and $ 108,841 for recycling cost was applied on October 31, 2022, to the related-party receivable balance due from Bidi. As of October 31, 2022, the Company has a related-party receivable balance due from Bidi of $ 3,704,132 1,539,486 2,164,646

Income Tax

Income Tax	12 Months Ended
	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Income Tax	Note 7 – Income Tax The Company is subject to federal income taxes and state income tax in the U.S. Significant judgment is required in determining the provision for income taxes and income tax assets and liabilities, including evaluating uncertainties in the application of accounting principles and complex tax laws. The Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017 and reduced the U.S. federal corporate tax rate from 35 21 4.458 Significant components of the tax expense (benefit) recognized in the accompanying statements of operations for the years ended October 31, 2022, and October 31, 2021, are as follows: Schedule of Components of Income Tax Expense (Benefit) October 31, 2022 2021 Current Tax Expense: Federal $ — $ (1,301,008 ) State (18,317 ) (134,190 ) Total Current Tax Expense (18,317 ) (1,435,198 ) Deferred Tax Expense: Federal — — State — — Total Deferred Tax Expense — — Estimated Tax Payments: Federal — — State — — Total Estimated Tax Payment — — Net Income Tax Liability/(Benefit) $ (18,317 ) $ (1,435,198 ) Total net deferred taxes are comprised of the following on October 31, 2021, and October 31, 2022: Schedule of Deferred Tax Assets and Liabilities October 31, 2022 2021 Deferred Tax Assets: Stock Compensation Expense – NQSO $ 1,694,324 $ 384,540 Other 362,170 30,099 Net Operating Loss Carryforwards 2,582,061 910,685 Total Deferred Tax Asset 4,638,555 1,325,324 Deferred Tax Liabilities: Prepaid Expenses (92,420 ) (69,265 ) Right of Use Asset (259,866 ) — Total Deferred Tax Liabilities (352,286 ) (69,265 ) Less: Valuation Allowance (4,286,269 ) (1,256,059 ) Net Deferred Tax Asset — — The Company has Federal NOL carryforwards of approximately $12,295,530 and state NOL carryforwards of approximately $85,429. With the changes instituted by the CARES Act, the Federal NOLs have an indefinite life and will not expire. The Company’s federal and state tax returns for the 2019 and 2020 tax years generally remain subject to examination by U.S. and various state authorities. A valuation allowance is recorded to reduce the deferred tax asset if, based on the weight of the evidence, it is more likely than not that some portion or all the deferred tax assets will not be realized. After consideration of all the evidence, both positive and negative, management has determined that a valuation allowance of $ 4,286,269 During the year ended October 31, 2021, the Company paid $ 1,637,102 in combined Federal/State income taxes for taxable income generated in fiscal year 2020. As of October 31, 2021, the Company had a total income tax receivable in the amount of $ 1,753,594 , which was the result of the NOL generated in fiscal year 2021 to be applied against taxable income in fiscal year 2020. As of October 31, 2022, the Company had a total income tax receivable in the amount of $ 1,607,302 of which $ 1,127,683 was received on December 22, 2022. On January 17, 2023 the Company received a payment from the U.S. Treasury in the amount of approximately $ 491,000 During the year ended October 31, 2022, the Company generated a pre-tax loss of $( 14,388,652 0 18,317

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Oct. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 8 – Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, Consulting Agreements On March 17, 2021, the Company entered into a consulting agreement with Russell Quick, pursuant to which the Company granted stock options exercisable for up to 41,667 28.68 190,000 1,140,000 On December 1, 2021, the Company and Russell Quick agreed to renew his consulting agreement for one year, pursuant to which on May 18, 2022, the Company granted non-qualified stock options exercisable for up to 500,000 10 1.03 33,871 On February 4, 2022, the Company entered into a Consulting Agreement with Oakhill Europe Ltd (“Oakhill Europe”), pursuant to which the Company engaged Oakhill Europe to provide strategic advising and negotiation assistance for potential international distribution agreements (collectively, the “Oakhill Services”), in exchange for a $15,000 monthly retainer, incentive compensation bonuses of up to $175,000, and an incentive compensation bonus value of $75,000 paid in fully-vested non-qualified stock options, upon the achievement of certain events. approved amending the Consulting Agreement for Oakhill Europe, in order to modify the previously granted stock option award from “ 75,000 75,000 37,500 37,500 The option shares are exercisable at a price of $ 1.42 On August 1, 2022, the Company approved the grant of a stock option award to an employee, to acquire up to 25,000 1.16 On August 24, 2022, Company approved amending the Consulting Agreement for Mark Thoenes, the Company’s Interim Chief Financial Officer, in order to extend its term, modify the vesting terms of the previously granted stock option award, and approved the grant of a stock option award to acquire up to 50,000 1.32 On October 28, 2022, The Company entered into a settlement agreement with a customer in the amount of $ 150,000 Executive Compensation On May 28, 2020, the Board approved cash bonus awards to each of Nirajkumar Patel, the Company’s then Chief Executive Officer, and Eric Mosser, the Company’s Chief Operating Officer. With respect to the Chief Executive Officer, the Board approved a cash bonus award equal to $30,000 for every $25 million in gross revenues generated by the Company. With respect to the Chief Operating Officer, the Board approved a cash bonus award equal to $20,000 for every $25 million in gross revenues generated by the Company. On May 28, 2020, the Board also approved an equity bonus award for each of the Chief Executive Officer and the Chief Operating Officer. With respect to the Chief Executive Officer, the Board approved an award of 7,500 restricted shares of the Common Stock for every $50 million in accumulated gross revenues generated by the Company. With respect to the Chief Operating Officer, the Board approved an award of 6,250 restricted shares of the Common Stock for every $50 million in accumulated gross revenues generated by the Company. During the quarter ended April 30, 2022, the $ 125 50,000 On March 4, 2022, the Board terminated all future cash and equity bonus awards for the Company’s Chief Executive Officer and its Chief Operating Officer. On March 5, 2022, the Company granted a stock option award to Nirajkumar Patel, then the Company’s Chief Executive Officer, to acquire up to 600,000 shares of Common Stock under the Company’s 2020 Stock and Incentive Compensation Plan, as partial compensation for Mr. Patel’s services as Chief Executive Officer. The option shares are exercisable at a price of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior to the grant date. The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering. On March 5, 2022, the Company granted stock option awards to Eric Mosser, Chief Operating Officer, to acquire up to 500,000 shares of Common Stock under the Company’s 2020 Stock and Incentive Compensation Plan, as partial compensation for Mr. Mosser’s services as Chief Operating Officer. The option shares are exercisable at a price of $2.85 per share, which equaled the closing price of the Common Stock as of the date immediately prior to the grant date. The issuances were exempt from the registration requirements of the Securities Act by virtue of Section 4(a)(2) thereof as a transaction not involving a public offering. On June 24, 2022, the Company granted a stock option award to Nirajkumar Patel, Chief Science and Regulatory Officer, to acquire up to 250,000 1.72 On June 24, 2022, the Company granted stock option awards to Eric Mosser, President and Chief Operating Officer, to acquire up to 250,000 1.72 QuikfillRx Service Agreement On March 31, 2020, the Company entered into a service agreement (the “Service Agreement”) with QuikfillRx LLC, a Florida limited liability company (“QuikfillRx”), whereby QuikfillRx provides the Company with certain services and support relating to sales management, website development and design, graphics, content, public communication, social media, management and analytics, and market and other research (collectively, the “Services”). The Services are provided by QuikfillRx as requested from time to time by the Company. On June 2, 2020, the Company entered into the First Amendment to the Service Agreement (the “First Amendment”) with QuikfillRx. Effective as of March 16, 2021, the Company entered into the Second Amendment to Service Agreement (the “Second Amendment”) with QuikfillRx. Effective as of September 17, 2021, the Company entered into the Third Amendment to the Service Agreement (the “Third Agreement”) with QuikfillRx. Effective as of June 24, 2022, the Company entered into the Fourth Amendment to the Service Agreement (the “Fourth Agreement” and, collectively with the First Amendment, Second Amendment, Third Amendment, and the Service Agreement, the “Amended Service Agreement”) with QuikfillRx. Pursuant to the terms of the Amended Service Agreement, the parties agreed to the following “General Compensation” payments: (i) for the Services provided in March 2020, the Company paid QuikfillRx an amount equal to $86,000; (ii) for the Services provided in April 2020, the Company paid QuikfillRx an amount equal to $100,000; (iii) each calendar month commencing May 2020 through October 2020, the Company paid QuikfillRx an amount equal to $100,000 per month for the Services to be performed during such calendar month; (iv) for each calendar month between November 1, 2020 and October 31, 2021, the Company paid QuikfillRx $125,000 per month for the Services to be performed during such calendar month; (iv) for the period between November 1, 2021 and June 30, 2022, the Company paid QuikfillRx $150,000 per month for the Services to be performed during such calendar month; (v) for the period between July 1, 2022 and October 31, 2024, the Company will pay QuikfillRx $125,000 per month for the Services to be performed during such calendar month; and (vi) parties acknowledged that as a result of extensions to the term of the Service Agreement , such term of the Original Agreement will end on October 31, 2023. The parties have agreed to extend such term for an additional one year until October 31, 2024. In addition, the Company will pay the following quarterly bonuses: ● An amount equal to 0.9% of the Applicable Gross Quarterly Sales (as defined in the Amended Service Agreement), which amount shall, at the Company’s option be paid in (a) cash or (b) shares of the Company’s common stock, or (c) a combination of cash and common stock. ● An amount equal to 0.27% of the Applicable Gross Quarterly Sales, which amount must be paid in cash. The Company accrued $ 33,871 3,775

Subsequent Events

Subsequent Events	12 Months Ended
	Oct. 31, 2022
Subsequent Events [Abstract]
Subsequent Events	Note 9 – Subsequent Events QuikfillRx Service Agreement Amendment Effective as of November 9, 2022, the Company entered into its latest amendment to the Service Agreement with QuikfillRx, (collectively with prior amendments, the “Amended Service Agreement”). The November 9, 2022 amendment to the Service Agreement was captioned as the “Fourth Amendment” although it was the fifth amendment to the Service Agreement. Pursuant to the Amended Service Agreement: (a) the term of the Amended Service Agreement was extended (unless earlier terminated pursuant to the terms of the Amended Service Agreement) from November 1, 2022 (the “Effective Date”) until October 31, 2025., following which the term shall automatically on renew for successive one (1) year periods beginning November 1, 2025; (b) QuikfillRx agreed to change its “doing business as” name to “Kaival Marketing Services” within thirty (30) days following the Effective Date; (c) it was provided that either party may terminate the Amended Service Agreement without cause upon not less than ninety (90) days prior written notice to the other party; (d) QuikfillRx was granted a one-time, fully vested, ten-year non-qualified option award to purchase up to 250,000 shares of Company common stock with an exercise price of $0.9869 per share (the closing price of the Company’s common stock on November 9, 2022)”)., which option grant was memorialized pursuant to a Nonqualified Option Agreement, dated November 9, 2022, between the Company and QuikfillRx; and (e) the parties agreed to revise the compensation for services as follows: (i) payment of $125,000 per month; (ii) bonus equivalent to 0.27% of the applicable gross quarterly sales and (iii) a grant of 3,000,000 nonqualified stock options to purchase shares of Company common stock which shall vest based on achievement of certain net revenue and profit margin targets up to $180,000,000 in total net revenues over a period of 3 years.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	12 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The consolidated financial statements include the financial statements of the Company’s wholly-owned subsidiaries, Kaival Labs and Kaival Brands International. Intercompany transactions are eliminated.
Basis of Presentation	Basis of Presentation This summary of significant accounting policies is presented to assist in understanding the Company’s consolidated financial statements. These accounting policies conform to accounting principles, generally accepted in the United States of America (“GAAP”) and have been consistently applied in the preparation of the consolidated financial statements.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. In the opinion of management, all adjustments necessary in order to make the financial statements not misleading have been included. Actual results could differ from those estimates.
Cash and Restricted Cash	Cash and Restricted Cash The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents on October 31, 2022, and October 31, 2021. Cash and restricted cash as of October 31, 2022, and October 31, 2021, were $ 3,685,893 7,825,235 Cash and restricted cash consist of cash and cash held short-term in escrow as required. As of October 31, 2022, and October 31, 2021, the Company had $0 and $ 65,007 The following table sets forth a reconciliation of cash, and restricted cash reported in the consolidated balance sheet and the consolidated statements of cash flows that agrees to the total of those amounts presented in the consolidated statements of cash flows. Restrictions on Cash and Cash Equivalents October 31, October 31, 2022 2021 Cash $ 3,685,893 $ 7,760,228 Restricted cash — 65,007 Total cash and restricted cash shown in statement of cash flows $ 3,685,893 $ 7,825,235
Advertising and Promotion	Advertising and Promotion All advertising, promotion and marketing expenses, including commissions, are expensed when incurred.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts Receivable and Allowance for Doubtful Accounts Receivables are stated at cost, net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on the management’s assessment of the collectability of accounts receivable. A considerable amount of judgment is required in assessing the amount of the allowance and the Company considers the historical level of credit losses and collection history and applies percentages to aged receivable categories. The Company makes judgments about the creditworthiness of debtors based on ongoing credit evaluations and monitors current economic trends that might impact the level of credit losses in the future. If the financial condition of the debtors were to deteriorate, resulting in their inability to make payments, a larger allowance may be required. As of October 31, 2022, based upon management’s assessment of the accounts receivable aging and the customers’ payment history, the Company has determined that no allowance for doubtful accounts is required. The Company also had no
Inventories	Inventories All product inventory is purchased from a related party, Bidi. Inventories are stated at the lower of cost and net realizable value. Cost includes all costs of purchase and other costs incurred in bringing the inventories to their present location and condition. The Company determines cost based on the first-in, first-out (“FIFO”) method. Net realizable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale. As of October 31, 2022, the inventories only consisted of finished goods and were located in three locations; the Kaival main warehouse and two customer warehouses whose service agreements are on a consignment basis with Kaival. The Company had a write-off of $ 259,563 related to short-coded Bidi sticks that were no longer able to be sold. Based upon fiscal year 2022 inventory management procedures and their results, the Company has determined that no allowance for inventory is required as of October 31, 2022 and 2021.
Inventory deposit – related party	Inventory deposit – related party During the fiscal year 2021, the Company paid $ 2,925,000 million from its capital financing raise to ® 2,925,000
Revenue Recognition	Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 13.4 18.4
Deferred Revenue	Deferred Revenue The Company accepts partial payments for orders from wholesale customers, which it holds as deposits or deferred revenue, until the Company has received full payment and orders are shipped to the customer. Revenue for these orders is recognized at the time of shipment to the customer. As of October 31, 2022, and October 31, 2021, the Company has received $ 44,973 0 235,274
Customer Refunds	Customer Refunds The Company infrequently has a need to adjust the size of an order after it has been shipped, received and paid for, due to the customer oversizing the order for more product that it can realistically sell at that time. If and when this occurs, the Company will ask the customer to return the over allotted product. Once received and inspected, the Company will issue a refund for the product return. As of October 31, 2022 and October 31, 2021, the Company had $ 0 316,800
Products Revenue	Products Revenue The Company generates products revenue from the sale of the Products (as defined above) to non-retail customers. The Company recognizes revenue at a point in time based on management’s evaluation of when performance obligations under the terms of a contract with the customer are satisfied and control of the Products has been transferred to the customer. In most situations, transfer of control is considered complete when the products have been shipped to the customer. The Company determined that a customer obtains control of the Product upon shipment when title of such product and risk of loss transfer to the customer. The Company’s shipping and handling costs are fulfillment costs, and such amounts are classified as part of cost of sales. The Company offers credit sales arrangements to non-retail (or wholesale) customers and monitors the collectability of each credit sale routinely. Revenue is measured by the transaction price, which is defined as the amount of consideration expected to be received in exchange for providing goods to customers. The transaction price is adjusted for estimates of known or expected variable consideration, which includes refunds and returns as well as incentive offers and promotional discounts on current orders. Estimates for sales returns are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of the sale. Variable consideration related to incentive offers and promotional programs are recorded as a reduction to revenue based on amounts the Company expects to collect. Estimates are regularly updated, and the impact of any adjustments are recognized in the period the adjustments are identified. In many cases, key sales terms such as pricing and quantities ordered are established at the time an order is placed and incentives have very short-term durations. Amounts billed and due from customers are short term in nature and are classified as receivable since payments are unconditional and only the passage of time related to credit terms is required before payments are due. The Company does not grant payment financing terms greater than one year. Payments received in advance of revenue recognition are recorded as deferred revenue, as noted above.
Royalty Revenue	Royalty Revenue On June 13, 2022, KBI entered into the PMI License Agreement with PMPSA, effective as of May 13, 2022 (the “PMI Commencement Date”). Pursuant to the PMI License Agreement, KBI granted PMPSA an exclusive irrevocable license to use its technology, documentation, and intellectual property to make, distribute, and sell disposable nicotine e-cigarettes Products based on the intellectual property in certain international markets set forth in the PMI License Agreement (the “PMI Markets”). The Company has the exclusive international distribution rights to the Products and, in order to allow KBI to fulfill its obligations set forth in the PMI License Agreement, has contributed the international distribution rights for the PMI Markets to KBI as set forth in a Capital Contribution Agreement, dated June 10, 2022. The sublicense granted to PMPSA is exclusive in the PMI Markets and neither KBI nor any of its affiliates can sell, promote, use, or distribute any competing products in the PMI Markets for the duration of the term of the PMI License Agreement and any Sell-Out Period (as defined in the PMI License Agreement). PMSPA will be responsible for any regulatory filings necessary to sell the Products in the PMI Markets. Both KBI and PMPSA agree to work together in the registration and maintenance of the Intellectual Property, but KBI will bear all cost and expense to implement the registration strategy. Finally, PMPSA has agreed to potential future development services with KBI in the PMI Markets and has been granted certain rights with respect to potential future products. The initial term of the PMI License Agreement is five (5) years and automatically renews for an additional five-year period unless PMPSA has failed to meet the agreed upon minimum key performance indicators set forth in the PMI License Agreement, in which case the PMI License Agreement will automatically terminate at the end of the initial license term. In consideration for the grant of the licensed rights, PMPSA agreed to pay to KBI a royalty equal to a percentage of the base price of the first sale of each unit of Product manufactured. In addition, before the launch of the first product in a market and each anniversary of such launch, PMPSA agrees to pre-pay to KBI a guaranteed minimum royalty based on the estimated royalties payable by PMPSA to KBI in relation to all markets in the twelve (12)-month period following the first launch or each successive anniversary of the first launch, subject to an aggregate maximum guaranteed royalty payment for all markets for each applicable twelve (12)-month period. PMPSA may require modification of certain products to be sold under the PMI Licensing Agreement to be modified for a PMI Market. Pursuant to the PMI Licensing Agreement, PMPSA has absolute discretion over sales, marketing, product branding and packaging pertaining to sales in the PMI Markets, as well as the right to select the specific PMI Markets in which to launch commercialization and determine what product types are to be promoted in each market, subject to sales and marketing plans and annual business plans set by PMPSA and certain expansion criteria agreed between PMPSA and KBI. Royalty revenue earned from the PMI License Agreement is recognized in the period the sales of the Product manufactured occurs. The PMI License Agreement contains customary representations, warranties, covenants, and indemnification provisions; however, KBI’s liability under the PMI License Agreement is capped at the greater of: (i) Ten Million Dollars ($ 10,000,000 30,000,000 Concentration of Revenues and Accounts Receivable For the fiscal year 2022, (i) approximately 30% or $ 3,945,534 ® 1,892,245 1,472,888 In Fiscal year 2021, approximately 23% or $ 13,888,376 ® 9,575,711 8,206,792 Favs Business with an outstanding balance of $ 375,425 85,510 Favs Business with an outstanding balance of $ 1,000,000 321,534
Share-Based Compensation	Share-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments (share-based payments, or SBP) based on the grant-date fair value of the award. That cost is recognized over the period during which a recipient is required to provide service in exchange for the SBP award—the requisite service period (vesting period). For SBP awards subject to conditions, compensation is not recognized until the performance condition is probable of occurrence. The Company uses the Black-Scholes option-pricing model to estimate the fair value of stock-based awards on the date of grant and on each modification date. Compensation expense for SBP awards granted to non-employees is re-measured each period as the underlying options vest. The fair value of each option granted during the year ended October 31, 2022 and 2021 was estimated on the date of grant using the Black-Scholes option-pricing model with the weighted average assumptions in the following table: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2022 2021 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 279.81 288.93 % 294.55 301.53 % Risk-free interest rate 1.74 3.13 % 1.19 1.63 % The expected term of options granted represents the period of time that options granted are expected to be outstanding. The expected volatility was based on the volatility in the trading of the Common Stock. The assumed discount rate was the default risk-free ten-year interest rate for US Treasury bills. The Company's stock option expense for 6,043,312 1,773,947 The Company’s stock-based compensation for common stock issued for services for the fiscal years ended October 31, 2022 and October 31, 2021, was $ 237,702 9,449,421
Income Tax	Income Tax Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily to differences between the recorded book basis and the tax basis of assets and liabilities for financial and income tax reporting. Deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Deferred taxes are also recognized for operating losses that are available to offset future taxable income and tax credits that are available to offset future federal income taxes. The Company believes that its income tax filing positions and deductions will be sustained on audit and does not anticipate any adjustments that will result in a material adverse effect on the Company’s financial condition, results of operations, or cash flow. The Company has Federal net operating loss (“NOL”) carryforwards, consisting of total deferred tax assets, totaling approximately $ 4.5 0.4 $ 4,286,289 1,256,059
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s balance sheet includes certain financial instruments. The carrying amounts of current assets and current liabilities approximate their fair value because of the relatively short period of time between the origination of these instruments and their expected realization. ASC 820, Fair Value Measurements and Disclosures ● Level 1 – Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. ● Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. ● Level 3 – Inputs that are both significant to the fair value measurement and unobservable. Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of October 31, 2022. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values due to the short-term nature of these instruments. These financial instruments include cash, restricted cash, accounts receivable, inventory, accounts payable and accrued expenses. As of October 31, 2022 and 2021, the Company did not have any financial assets or liabilities measured and recorded at fair value on a recurring basis.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company does not believe that any recently issued effective pronouncements, or pronouncements issued but not yet effective, if adopted, would have a material effect on the accompanying financial statements.

Basis of Presentation and Sig_3

Basis of Presentation and Significant Accounting Policies (Tables)	12 Months Ended
	Oct. 31, 2022
Accounting Policies [Abstract]
Restrictions on Cash and Cash Equivalents	Restrictions on Cash and Cash Equivalents October 31, October 31, 2022 2021 Cash $ 3,685,893 $ 7,760,228 Restricted cash — 65,007 Total cash and restricted cash shown in statement of cash flows $ 3,685,893 $ 7,825,235
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions 2022 2021 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 279.81 288.93 % 294.55 301.53 % Risk-free interest rate 1.74 3.13 % 1.19 1.63 %

Leases (Tables)

Leases (Tables)	12 Months Ended
	Oct. 31, 2022
Leases
Schedule of cash flow information related to leases	Schedule of cash flow information related to leases October 31, 2022 October 31, 2021 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (118,633 ) $ (11,708 )
Schedule Of Condensed Balance Sheet	Schedule Of Condensed Balance Sheet Lease Position October 31, 2022 October 31, 2021 Operating Leases Operating lease right-of-use assets $ 1,198,969 $ 55,604 Right of use liability operating lease, current portion $ 166,051 $ 13,020 Right of use liability operating lease, long term 1,050,776 46,185 Total operating lease liabilities $ 1,216,827 $ 59,205
Schedule of Lessee Operating Lease Liability Maturity	Schedule of Lessee Operating Lease Liability Maturity Operating Leases Future minimum operating lease liabilities on October 31, 2022 2023 $ 217,468 2024 228,134 2025 238,800 2026 253,614 2027 and thereafter 450,934 Total future undiscounted lease payments $ 1,388,950 Less: Imputed interest (172,123 ) Present value of lease liabilities $ 1,216,827

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	12 Months Ended
	Oct. 31, 2022
Equity [Abstract]
Schedule Of Stock holders Equity	Schedule Of Stock holders Equity Weighted Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2020 — $ — $ — $ — Granted 150,000 3,074,010 9.12 28.68 20.49 Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2021 150,000 3,074,010 9.12 28.68 20.49 Granted 3,110,600 6,708,460 1.03 2.85 2.16 Exercised — — — — Cancelled, forfeited, or expired (58,335 ) (861,041 ) 9.12 25.98 14.76 Outstanding, October 31, 2022 3,202,265 $ 8,921,429 $ 1.03 28.68 2.79 Exercisable, October 31, 2022 2,460,270 $ 7,386,509 $ 1.03 28.68 $ 3.00
Share-based Payment Arrangement, Option, Activity	Share-based Payment Arrangement, Option, Activity Aggregate Aggregate Exercise Average Number Exercise Price Price Range Exercise Price Outstanding, October 31, 2020 — $ — $ — $ — Granted 4,053,750 7,702,125 1.90 1.90 Exercised (879,828 ) (1,671,673 ) 1.90 1.90 Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2021 3,173,922 6,030,452 1.90 1.90 Granted — — — — Exercised (855,605 ) (1,625,650 ) 1.90 1.90 Cancelled, forfeited, or expired — — — — Outstanding, October 31, 2022 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 Exercisable, October 31, 2022 2,318,317 $ 4,404,802 $ 1.90 $ 1.90

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Oct. 31, 2022
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit)	Schedule of Components of Income Tax Expense (Benefit) October 31, 2022 2021 Current Tax Expense: Federal $ — $ (1,301,008 ) State (18,317 ) (134,190 ) Total Current Tax Expense (18,317 ) (1,435,198 ) Deferred Tax Expense: Federal — — State — — Total Deferred Tax Expense — — Estimated Tax Payments: Federal — — State — — Total Estimated Tax Payment — — Net Income Tax Liability/(Benefit) $ (18,317 ) $ (1,435,198 )
Schedule of Deferred Tax Assets and Liabilities	Schedule of Deferred Tax Assets and Liabilities October 31, 2022 2021 Deferred Tax Assets: Stock Compensation Expense – NQSO $ 1,694,324 $ 384,540 Other 362,170 30,099 Net Operating Loss Carryforwards 2,582,061 910,685 Total Deferred Tax Asset 4,638,555 1,325,324 Deferred Tax Liabilities: Prepaid Expenses (92,420 ) (69,265 ) Right of Use Asset (259,866 ) — Total Deferred Tax Liabilities (352,286 ) (69,265 ) Less: Valuation Allowance (4,286,269 ) (1,256,059 ) Net Deferred Tax Asset — —

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details - Restricted on Cash) - USD ($)	Oct. 31, 2022	Oct. 31, 2021	Oct. 31, 2020
Accounting Policies [Abstract]
Cash	$ 3,685,893	$ 7,760,228
Restricted cash		65,007
Total cash and restricted cash shown in statement of cash flows	$ 3,685,893	$ 7,825,235	$ 7,421,701

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies (Details - Black-Scholes option)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Property, Plant and Equipment [Line Items]
Expected dividend yield	0%	0%
Expected option term (years)	10 years	10 years
Minimum [Member]
Property, Plant and Equipment [Line Items]
Expected volatility	279.81%	294.55%
Risk-free interest rate	1.74%	1.19%
Maximum [Member]
Property, Plant and Equipment [Line Items]
Expected volatility	288.93%	301.53%
Risk-free interest rate	3.13%	1.63%

Basis of Presentation and Sig_6

Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Apr. 29, 2022
Product Information [Line Items]
Cash and cash equivalents	$ 3,685,893	$ 7,825,235
Restricted cash		65,007
Allowance for doubtful accounts		0
Inventory Write-down	259,563
Inventory Valuation Reserves		0
Inventory deposit related party		2,925,000
Accounts Payable, Other, Current			$ 2,925,000
Deposits from customers	44,973	0
Deferred income	235,274
Refunds due amounts	0	316,800
Revenue Not from Contract with Customer, Other	3,945,534	13,888,376
Revenue from sale	1,892,245
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense)	6,043,312	1,773,947
Stock-based compensation for common stock issued for services	237,702	9,449,421
Operating Income (Loss)	4,500,000
Deferred Tax Liabilities, Other	400,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	4,286,289	1,256,059
Accounts Receivable [Member] | Quik Trip Corporation [Member]
Product Information [Line Items]
Outstanding balance	375,425
Accounts Receivable [Member] | Favs [Member]
Product Information [Line Items]
Outstanding balance	85,510
G P M [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other	1,472,888
M M S Distro [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other		9,575,711
C Store Master [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other	1,000,000	$ 8,206,792
Revenue from sale	321,534
P M I License Agreement [Member]
Product Information [Line Items]
Liabilities	10,000,000
Royalty payment	$ 30,000,000
Sales [Member]
Product Information [Line Items]
Concentration risk	13.40%	18.40%

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Oct. 31, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
[custom:WorkingCapital-0]	$ 7,487,941

Leases (Details)

Leases (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Leases
Operating cash flows from operating leases	$ (118,633)	$ (11,708)

Leases (Details 1)

Leases (Details 1) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Operating Leases
Operating lease right-of-use assets	$ 1,198,969	$ 55,604
Right of use liability operating lease, current portion	166,051	13,020
Right of use liability operating lease, long term	1,050,776	46,185
Total operating lease liabilities	$ 1,216,827	$ 59,205

Leases (Details 2)

Leases (Details 2) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Leases
2023	$ 217,468
2024	228,134
2025	238,800
2026	253,614
2027 and thereafter	450,934
Total future undiscounted lease payments	1,388,950
Less: Imputed interest	(172,123)
Present value of lease liabilities	$ 1,216,827	$ 59,205

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)			12 Months Ended
	Nov. 11, 2021	Nov. 02, 2021	Oct. 31, 2022	Oct. 31, 2021
Lessee, Lease, Description [Line Items]
Leases, description	the Company entered into a month- to-month lease agreement with FFE Solutions Group, located in Salt Lake City Utah, to store additional product inventory at this satellite location. The Company made payments on this lease in the amount of $19,108 . This lease was terminated in April 2022.	the Company entered into a month-to-month lease agreement with Ranger Enterprises, LLC, located in Seymour, Indiana, to store product inventory at this satellite location. The Company made payments on this lease in the amount of $19,959. The lease was terminated in June 2022.
Lessee, Operating Lease, Discount Rate			4.50%
Operating lease expense			$ 118,633	$ 11,708
Additional leases			0
Year One [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			17,776
Year Two [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			18,665
Year Three [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			19,554
Year Four [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			20,443
Year Five [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			22,220
Year Six [Member]
Lessee, Lease, Description [Line Items]
Payments for Rent			$ 23,998

Stockholder Equity (Details)

Stockholder Equity (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Number of shares outstanding, beginning	150,000
Aggregate exercise price outstanding, beginning	$ 3,074,010
Exercise price range outstanding, beginning
Weighted average exercise price outstanding, beginning	$ 20.49
Granted	3,110,600	150,000
Aggregate exercise price, granted	$ 6,708,460	$ 3,074,010
Weighted average exercise price, granted	$ 2.16	$ 20.49
Exercised
Aggregate exercise price, exercised
Exercise price range, exercised
Weighted average exercise price, exercised
Cancelled forfeited or expired	58,335
Aggregate exercise price, cancelled forfeited or expired	$ (861,041)
Weighted average exercise price, cancelled forfeited or expired	$ 14.76
Cancelled forfeited or expired	(58,335)
Number of shares outstanding, ending	3,202,265	150,000
Aggregate exercise price outstanding, ending	$ 8,921,429	$ 3,074,010
Weighted average exercise price outstanding, ending	$ 2.79	$ 20.49
Exercisable	2,460,270
Aggregate exercise price, exercisable	$ 7,386,509
Weighted average exercise price, exercisable	$ 3
Minimum [Member]
Exercise price range outstanding, beginning	9.12
Exercise price range, granted	1.03	9.12
Exercise price range, cancelled forfeited or expired	9.12
Exercise price range outstanding, ending	1.03	9.12
Exercise price range, exercisable	1.03
Maximum [Member]
Exercise price range outstanding, beginning	28.68
Exercise price range, granted	2.85	28.68
Exercise price range, cancelled forfeited or expired	25.98
Exercise price range outstanding, ending	28.68	$ 28.68
Exercise price range, exercisable	$ 28.68

Stockholder Equity (Details 1)

Stockholder Equity (Details 1) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares outstanding, beginning	150,000
Aggregate exercise price outstanding, beginning	$ 3,074,010
Exercise price range outstanding, beginning
Weighted average exercise price outstanding, beginning	$ 20.49
Granted	3,110,600	150,000
Aggregate exercise price, granted	$ 6,708,460	$ 3,074,010
Weighted average exercise price, granted	$ 2.16	$ 20.49
Exercised
Aggregate exercise price, exercised
Exercise price range, exercised
Weighted average exercise price, exercised
Cancelled forfeited or expired	58,335
Aggregate exercise price, cancelled forfeited or expired	$ (861,041)
Weighted average exercise price, cancelled forfeited or expired	$ 14.76
Number of shares outstanding, ending	3,202,265	150,000
Aggregate exercise price outstanding, ending	$ 8,921,429	$ 3,074,010
Weighted average exercise price outstanding, ending	$ 2.79	$ 20.49
Exercisable	2,460,270
Aggregate exercise price, exercisable	$ 7,386,509
Weighted average exercise price, exercisable	$ 3
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares outstanding, beginning	3,173,922
Aggregate exercise price outstanding, beginning	$ 6,030,452
Exercise price range outstanding, beginning	$ 1.90
Weighted average exercise price outstanding, beginning	$ 1.90
Granted		4,053,750
Aggregate exercise price, granted		$ 7,702,125
Exercise price range, granted		$ 1.90
Weighted average exercise price, granted		$ 1.90
Exercised	(855,605)	(879,828)
Aggregate exercise price, exercised	$ (1,625,650)	$ (1,671,673)
Exercise price range, exercised	$ 1.90	$ 1.90
Weighted average exercise price, exercised	$ 1.90	$ 1.90
Cancelled forfeited or expired
Aggregate exercise price, cancelled forfeited or expired
Exercise price range, cancelled forfeited or expired
Weighted average exercise price, cancelled forfeited or expired
Number of shares outstanding, ending	2,318,317	3,173,922
Aggregate exercise price outstanding, ending	$ 4,404,802	$ 6,030,452
Exercise price range outstanding, ending	$ 1.90	$ 1.90
Weighted average exercise price outstanding, ending	$ 1.90	$ 1.90
Exercisable	2,318,317
Aggregate exercise price, exercisable	$ 4,404,802
Exercise price range, exercisable	$ 1.90
Weighted average exercise price, exercisable	$ 1.90

Stockholders_ Equity (Details N

Stockholders’ Equity (Details Narrative) - USD ($)				1 Months Ended							12 Months Ended
	Aug. 02, 2022	Mar. 04, 2022	Jan. 02, 2021	Aug. 24, 2022	Jun. 24, 2022	May 18, 2022	Apr. 22, 2022	Feb. 27, 2022	Sep. 30, 2021	Sep. 30, 2021	Oct. 31, 2022	Oct. 31, 2021	Oct. 30, 2022	Oct. 30, 2021	Oct. 15, 2021	Mar. 17, 2021	Jan. 06, 2021	Nov. 02, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares for services, value											$ 65,323	$ 8,944,100
Exercise of common stock warrants											1,625,650
Compensation is related to shares issued												308,333
Compensation is related to shares issued, value												$ 1,597,667
Shares, Issued									4,700,000	4,700,000
Warrant exercise price									$ 1.90	$ 1.90						$ 28.68
Purchase of additional shares									3,525,000
Shares Issued, Price Per Share									$ 1.70	$ 1.70
Net offering cost												8,305,772
Proceeds from warrant exercised											$ 1,625,650	$ 1,665,113
Exercise of warrants												879,828
Restricted common stock, value															$ 100,000
Restricted common stock															225,000
Fair value of the shares												$ 1,597,667
Preferred stock, shares authorized											5,000,000	5,000,000
Reverse stock split description											as a result of the Reverse Stock Split, the conversion rate was adjusted such that each share of the Series A Preferred Stock is convertible into approximately 8.33 shares of Common Stock.
Share-based compensation											$ 237,702	$ 9,449,421
Obligations value											59,862	254,110
Stock option expense											$ 6,043,312	1,773,947
Unrecognized expenses related to options												$ 1,314,055
Weighted average remaining contractual life											9 years 6 months 7 days	9 years 5 months 4 days
Aggregate intrinsic value													$ 50,000	$ 0
Stock option awards, Description												the Company granted options exercisable for up to 150,000 shares of Common Stock of which 15,000 fully vested on March 17, 2021, 7,500 fully vested on June 30, 2021, 41,667 fully vested on December 1, 2021, 17,500 vested on March 17, 2022, 8,750 vest on June 30, 2022, and 1,248 vest over the next year on March 17, 2023, and June 30, 2023. The options have exercise prices ranging from $9.12 to $28.68 per share. On July 19, 2021, two of the stock option agreements, exercisable for an aggregate of 50,000 shares of Common Stock, were modified to accelerate the full vesting period from 3 years to 2
Unrecognized expenses											$ 1,716,795
Stock options exercisable						500,000
Unvested shares		1,564,166
Warrants purchase										4,053,750
Warrants exercised, shares										855,605
Employee Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of additional shares											44,720	92,871
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized											3,000,000	3,000,000
Number of shares converted					3,000,000
Conversion price											$ 8.33
Preferred stock, shares issued											0	3,000,000
Preferred Stock, Shares Outstanding											0	3,000,000
Series A Preferred Stock [Member] | Kaival Holdings L L C [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares converted					3,000,000
Restricted Stock Units (RSUs) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of additional shares			41,667								123,256	221,666
Share-based compensation											$ 172,379	$ 505,321
Remainning unvestes shares		1,564,166										499,167
Unamortized stock expenses		$ 4,457,875										$ 1,011,019
Forfeited of shares												23,333
Fair value of grant			$ 315,000
Equity Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Fair valued of options granted											$ 3,948,948
Stock price											$ 2.85
Volatility rate											294.55%
Expected term											10 years
Risk-free interest rate											1.62%
Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted average remaining life											3 years 11 months 1 day	4 years 11 months 1 day
Aggregate intrinsic value											$ 0
Consulting Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Deposits																	$ 45,000	$ 45,000
Retainage Deposit																	$ 60,000	$ 60,000
Consulting Agreement [Member] | Restricted Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares, Issued																	83,333	83,333
[custom:IncentiveCompensationOfShares-0]																	166,667	83,333
Purchase of warrants																		125,000
Stock Issued During Period, Shares, Other												308,333
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common shares for services											39,637	674,803
Common shares for services, value											$ 40	$ 675
Conversion of shares											25,000,000
Exercise of common stock warrants issued												855,605
Exercise of common stock warrants											$ 856
Warrant exercise price									$ 1.90	$ 1.90
Purchase of additional shares									705,000
Number of shares converted					25,000,000
Stock option expense
Stock options exercisable		1,385,600
Fair valued of options granted					$ 1,504,990
Common Stock [Member] | Two Officers [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable					875,000
Fair valued of options granted					$ 375,000
Stock price					$ 1.72
Volatility rate					283.12%
Expected term					10 years
Risk-free interest rate					3.13%
Vested shares					500,000
Common Stock [Member] | Two Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable								200,000
Fair valued of options granted								$ 489,998
Stock price								$ 2.45
Volatility rate								288.93%
Expected term								10 years
Risk-free interest rate								1.83%
Common Stock [Member] | One Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable				50,000		500,000	75,000
Fair valued of options granted				$ 65,999		$ 514,997
Stock price				$ 1.32		$ 1.03	$ 1.42
Volatility rate				279.81%		284.70%	286%
Expected term				10 years		10 years	10 years
Risk-free interest rate				3.11%		2.89%	2.90%
Common Stock [Member] | One Employee [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable	25,000
Fair valued of options granted	$ 29,000
Stock price	$ 1.16
Volatility rate	281.14%
Expected term	10 years
Risk-free interest rate	2.60%
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of additional shares									528,750

Related-Party Transactions (Det

Related-Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021	Apr. 29, 2022
Related Party Transaction [Line Items]
Revenue from Related Parties	$ 68,139	$ 154,560
Due to related-party amount		13,846,950
Inventory, Net	1,239,725	15,326,370
Inventory order paid in advance		2,295,000
Due from related party			$ 2,134,413
Additional credit	1,543,545
Recycling cost	108,841
Related-party receivable	3,704,132
Related-party receivable current	1,539,486
Related-party receivable noncurrent	$ 2,164,646
Philip Morris [Member]
Related Party Transaction [Line Items]
[custom:LicenseFeesEquivalentPercentage]	50%
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Inventory, Net	$ 1,505,390
Nirajkumar Patel [Member]
Related Party Transaction [Line Items]
Revenue from Related Parties	68,139	154,560
Sale of Products	$ 1,505,390	91,149,783
Nirajkumar Patel [Member] | Chief Science Officer [Member]
Related Party Transaction [Line Items]
Sale of Products		29,283,452
Nirajkumar Patel [Member] | Regulatory Officer [Member]
Related Party Transaction [Line Items]
Sale of Products		61,866,332
Bidi Vapor [Member]
Related Party Transaction [Line Items]
Sale of Products		$ 12,667,769

Income Tax (Details)

Income Tax (Details) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Current Tax Expense:
Federal	$ 0	$ (1,301,008)
State	(18,317)	(134,190)
Total Current Tax Expense	(18,317)	(1,435,198)
Deferred Tax Expense:
Federal
State
Total Deferred Tax Expense
Estimated Tax Payments:
Federal
State
Total Estimated Tax Payment
Net Income Tax Liability/(Benefit)	$ (18,317)	$ (1,435,198)

Income Tax (Details 1)

Income Tax (Details 1) - USD ($)	Oct. 31, 2022	Oct. 31, 2021
Deferred Tax Assets:
Stock Compensation Expense – NQSO	$ 1,694,324	$ 384,540
Other	362,170	30,099
Net Operating Loss Carryforwards	2,582,061	910,685
Total Deferred Tax Asset	4,638,555	1,325,324
Deferred Tax Liabilities:
Prepaid Expenses	(92,420)	(69,265)
Right of Use Asset	(259,866)
Total Deferred Tax Liabilities	(352,286)	(69,265)
Less: Valuation Allowance	(4,286,269)	(1,256,059)
Net Deferred Tax Asset

Income Tax (Details Narrative)

Income Tax (Details Narrative) - USD ($)	12 Months Ended
	Oct. 31, 2022	Oct. 31, 2021
Operating Loss Carryforwards [Line Items]
U.S. federal and state income tax rate	35%	21%
Statutory corporate income tax rate	4.458%
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 4,286,289	$ 1,256,059
Income Taxes Paid, Net		1,637,102
Income Taxes Receivable	1,607,302	1,753,594
Income tax receivable	491,000
Pre tax loss	14,388,652	10,468,636
Federal	0	(1,301,008)
State	18,317	$ 134,190
Deferred Tax Asset [Member]
Operating Loss Carryforwards [Line Items]
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 4,286,269

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Aug. 02, 2022

Feb. 04, 2022

Dec. 02, 2021

Aug. 24, 2022

Jun. 30, 2022

Jun. 24, 2022

Apr. 24, 2022

Mar. 17, 2021

Apr. 30, 2022

Oct. 31, 2022

Oct. 31, 2021

Oct. 28, 2022

Jul. 31, 2022

May 18, 2022

Dec. 01, 2021

Sep. 30, 2021

Oct. 31, 2020

Defined Benefit Plan Disclosure [Line Items]

Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period

41,667

Class of Warrant or Right, Exercise Price of Warrants or Rights

$ 28.68

$ 1.90

Stock options expense

$ 190,000

$ 1,140,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number

500,000

Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period

10 years

Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price

$ 2.79

$ 20.49

$ 1.03

Accrued Bonuses, Current

$ 50,000

$ 33,871

Number of shares granted

3,110,600

150,000

Exercisable

$ 3

Settlement amount

$ 150,000

Bonus description

cash bonus award equal to $30,000 for every $25 million in gross revenues generated by the Company. With respect to the Chief Operating Officer, the Board approved a cash bonus award equal to $20,000 for every $25 million in gross revenues generated by the Company. On May 28, 2020, the Board also approved an equity bonus award for each of the Chief Executive Officer and the Chief Operating Officer. With respect to the Chief Executive Officer, the Board approved an award of 7,500 restricted shares of the Common Stock for every $50 million in accumulated gross revenues generated by the Company. With respect to the Chief Operating Officer, the Board approved an award of 6,250 restricted shares of the Common Stock for every $50 million in accumulated gross revenues generated by the Company.

Cash Bonuses

$ 125

Purchase Price

$ 33,871

Acquired quarterly bonus

$ 3,775

Nirajkumar Patel [Member]

Defined Benefit Plan Disclosure [Line Items]

Acquire shares

250,000

Exercisable price per share

$ 1.72

Eric Mosser [Member]

Defined Benefit Plan Disclosure [Line Items]

Acquire shares

250,000

Exercisable price per share

$ 1.72

Incentive Compensation Plan [Member]

Defined Benefit Plan Disclosure [Line Items]

Number of shares granted

25,000

Exercisable

$ 1.16

Consulting Agreement [Member]

Defined Benefit Plan Disclosure [Line Items]

Incentive compensation bonus

$ 75,000

Non qualified stock options exercisable

75,000

Number of shares granted

50,000

37,500

37,500

Exercisable

$ 1.32

$ 1.42

Inflection Partners [Member] | Consulting Agreement [Member]

Defined Benefit Plan Disclosure [Line Items]

Services description

Company entered into a Consulting Agreement with Oakhill Europe Ltd (“Oakhill Europe”), pursuant to which the Company engaged Oakhill Europe to provide strategic advising and negotiation assistance for potential international distribution agreements (collectively, the “Oakhill Services”), in exchange for a $15,000 monthly retainer, incentive compensation bonuses of up to $175,000, and an incentive compensation bonus value of $75,000 paid in fully-vested non-qualified stock options, upon the achievement of certain events.

Subsequent Events (Details Narr

Subsequent Events (Details Narrative)	Nov. 09, 2022
Subsequent Event [Member]
Subsequent Event [Line Items]
Service Agreement description	(i) payment of $125,000 per month; (ii) bonus equivalent to 0.27% of the applicable gross quarterly sales and (iii) a grant of 3,000,000 nonqualified stock options to purchase shares of Company common stock which shall vest based on achievement of certain net revenue and profit margin targets up to $180,000,000 in total net revenues over a period of 3 years.