Kaival Brands Innovations (KAVL) 10-Q 17 Mar 23 2023 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Jan. 31, 2023	Mar. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jan. 31, 2023
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
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-Valkaria
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 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 Common Stock, Shares Outstanding		56,169,090

Consolidated Balance Sheets (Un

Consolidated Balance Sheets (Unaudited) - USD ($)	Jan. 31, 2023	Oct. 31, 2022
CURRENT ASSETS:
Cash	$ 3,773,628	$ 3,685,893
Accounts receivable, net	518,291	574,606
Other receivable – related party – short term	2,026,245	1,539,486
Inventories	3,761,491	1,239,725
Prepaid expenses	316,621	426,407
Income tax receivable		1,607,302
Total current assets	10,396,276	9,073,419
Fixed assets, net	3,364
Other receivable – related party – net of current portion	1,483,297	2,164,646
Right of use asset- operating lease	1,152,020	1,198,969
TOTAL ASSETS	13,034,957	12,437,034
CURRENT LIABILITIES:
Accounts payable	81,265	40,023
Accounts payable- related party	2,350,787
Accrued expenses	675,453	1,099,157
Customer deposits	12,098	44,973
Customer refund due	366,956	0
Deferred revenue	129,702	235,274
Operating lease obligation – short term	170,603	166,051
Total current liabilities	3,786,864	1,585,478
LONG TERM LIABILITIES
Operating lease obligation, net of current portion	1,006,435	1,050,776
TOTAL LIABILITIES	4,793,299	2,636,254
STOCKHOLDERS’ EQUITY:
Common stock ($0.001 par value, 1,000,000,000 shares authorized, 56,169,090 and 56,169,090 issued and outstanding as of January 31, 2023 and October 31, 2022, respectively)	56,169	56,169
Additional paid-in capital	30,811,574	29,375,787
Accumulated deficit	(22,626,085)	(19,631,176)
Total Stockholders’ Equity	8,241,658	9,800,780
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	13,034,957	12,437,034
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY:
Preferred Stock, Value

Consolidated Balance Sheets (_2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jan. 31, 2023	Oct. 31, 2022
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	56,169,090
Common stock, shares outstanding	56,169,090	56,169,090
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	0
Preferred stock, shares outstanding	0	0

Consolidated Statements of Oper

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Revenues
Revenues, net	$ 2,435,835	$ 2,841,990
Revenues - related parties	3,085	23,765
Royalty revenue	105,572
Excise tax on products	(18,574)	(23,872)
Total revenues, net	2,525,918	2,841,883
Cost of revenue
Cost of revenue - related party	1,985,800	3,484,620
Cost of revenue – other		48,172
Total cost of revenue	1,985,800	3,532,792
Gross profit (loss)	540,118	(690,909)
Operating expenses
Advertising and promotions	588,910	592,501
General and administrative expenses	2,958,069	1,498,554
Total operating expenses	3,546,979	2,091,055
Other income
Interest income	11,952
Total Other income	11,952
Loss before income taxes provision	(2,994,909)	(2,781,964)
Provision for income taxes
Net loss	$ (2,994,909)	$ (2,781,964)
Net loss per common share - basic and diluted	$ (0.05)	$ (0.09)
Weighted average number of common shares outstanding - basic and diluted	56,169,090	30,234,477

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance, value at Oct. 31, 2021	$ 3,000	$ 30,195	$ 21,551,959	$ (5,260,841)	$ 16,324,313
Balance at beginning (in shares) at Oct. 31, 2021	3,000,000	30,195,312
Stock issued for services   – RSU		$ 61	110,189		110,250
Stock issued for services - RSUs, (in shares)		61,250
Common stock settled and cancelled		$ (20)	(35,739)		(35,759)
Common shares settled and cancelled (in shares)		(19,866)
Stock option expense			309,700		309,700
Net loss				(2,781,964)	(2,781,964)
Ending balance, value at Jan. 31, 2022	$ 3,000	$ 30,236	21,936,109	(8,042,805)	13,926,540
Balance at end (in shares) at Jan. 31, 2022	3,000,000	30,236,696
Beginning balance, value at Oct. 31, 2022		$ 56,169	29,375,787	(19,631,176)	9,800,780
Balance at beginning (in shares) at Oct. 31, 2022		56,169,090
Stock option expense			1,435,787		1,435,787
Net loss				(2,994,909)	(2,994,909)
Ending balance, value at Jan. 31, 2023		$ 56,169	$ 30,811,574	$ (22,626,085)	$ 8,241,658
Balance at end (in shares) at Jan. 31, 2023		56,169,090

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (2,994,909)	$ (2,781,964)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Stock based compensation		110,250
Depreciation	116
Stock option expense	1,435,787	309,700
ROU operating lease expense	46,949	3,649
Changes in current assets and liabilities:
Accounts receivable	56,315	688,982
Other receivable – related party	194,590
Prepaid expenses	109,786	29,543
Inventory	(2,521,766)	3,484,620
Income tax receivable	1,607,302
Accounts payable	41,242	(62,812)
Accounts payable – related party	2,350,787	(3,538,010)
Accrued expenses	(423,704)	(205,192)
Deferred revenue	(105,572)
Customer deposits	(32,875)
Customer refund due	366,956	(169,110)
Right of use liabilities – operating lease	(39,789)	(3,170)
Net cash provided by (used in) operating activities	91,215	(2,133,514)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for equipment	(3,480)
Net cash used in investing activities	(3,480)
CASH FLOWS FROM FINANCING ACTIVITIES:
Settled RSU shares with cash		(35,759)
Net cash used in financing activities		(35,759)
Net change in cash and restricted cash	87,735	(2,169,273)
Beginning cash and restricted cash balance	3,685,893	7,825,235
Ending cash and restricted cash balance	3,773,628	5,655,962
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid
Income taxes paid		$ 106,385

Organization and Description of

Organization and Description of Business	3 Months Ended
	Jan. 31, 2023
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. Description of Business In March 2020, the Company commenced business operations as a result of becoming the exclusive distributor of certain electronic nicotine delivery system (“ENDS”) and related components (the “Products”) manufactured by Bidi Vapor, LLC (“Bidi”), a related party company that is owned by Nirajkumar Patel, the Chief Science and Regulatory Officer and a director of the Company. On March 9, 2020, the Company entered into an exclusive distribution agreement (the “Distribution Agreement”) with Bidi, which was amended and restated on May 21, 2020, and again on April 20, 2021 (collectively, the “A&R Distribution Agreement”). Pursuant to the A&R Distribution Agreement, Bidi granted the Company an exclusive worldwide right to distribute the Products for sale and resale to both retail level customers and non-retail level customers. Currently, the Products consist entirely of the “BIDI ® 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. The Company may also utilize Kaival Labs to acquire or license complimentary businesses or assets. 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”). 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® Stick,” a disposable, tamper-resistant ENDS product that comes in a variety of flavor options for adult cigarette smokers. The Company does not manufacture any of the Products it resells. The BIDI® Stick is manufactured by Bidi. Pursuant to the terms of the A&R Distribution Agreement, Bidi provides the Company with all branding, logos, and marketing materials to be utilized by the Company in connection with its marketing and promotion of the Products. COVID-19 Impact 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. During the Company’s fiscal year 2021 and early part of fiscal 2022, the Company was indirectly impacted by supply chain issues and regulatory oversight arising out of COVID-19. The Company believes that many retailers and distributers relaxed their ENDS 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. While the impact of COVID-19 decreased during the Company’s fiscal 2022 year and the first quarter of its fiscal 2023 year, outbreaks of COVID-19 or its variants, either locally, nationally or globally, as well as related supply chain issues, could adversely impact the Company’s business. Impact of the FDA PMTA Decision and Subsequent Court Actions As of January 31, 2022, the FDA announced that it has taken action on over 99% of applications and issued Marketing Denial Orders (“MDOs”) for more than 1,167,000 non-tobacco flavored ENDS products, while issuing zero marketing authorizations for such 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 pursued multiple avenues to challenge 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 FDA supervisory 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 non-tobacco 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 “11th Circuit”) to review the FDA’s denial of the comprehensive PMTAs for its non-tobacco flavored BIDI® Stick ENDS, arguing that it was arbitrary and capricious under the Administrative Procedure Act (“APA”), as well as ultra vires, for the FDA not to conduct any scientific review of Bidi’s comprehensive applications, as required by the Tobacco Control Act (“TCA”), to determine whether the BIDI® Sticks are “appropriate for the protection of the public health”. Bidi further argued that the FDA violated due process and the APA by failing to provide fair notice of the FDA’s new requirement for ENDS companies to conduct long-term comparative smoking cessation studies for their flavored products, and that the FDA should have gone through the notice and comment rulemaking process for this requirement. 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, permitting the Company to continue sales. 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, again allowing the Company to continue sales 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 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 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 11th Circuit’s opinion further found 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 our 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 to the 11th Circuit’s decision. The FDA 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 11th Circuit, not just the 3-judge panel that issued the decision), and until November 21, 2022 (90 days after the decision) to seek review of the decision by the U.S. Supreme Court. No request for a rehearing was filed, and no petition for a writ of certiorari was made to the Supreme Court. 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, FDA placed the tobacco-flavored Classic BIDI® Stick into the final Phase III scientific review, and in September 2022 completed a remote regulatory assessment of Bidi and its contract manufacturer in China, SMISS Technology Co. LTD, in relation to the pending PMTA for the Classic BIDI® Stick. Risks and Uncertainties 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 PMTAs, 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, the Company believes that 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 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	3 Months Ended
	Jan. 31, 2023
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 KBI. Intercompany transactions are eliminated. Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent audited financial statements contained within the Company’s Annual Report on Form 10-K, filed with the SEC on January 30, 2023 (the “2022 Annual Report”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Notes to the consolidated financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period as reported in the 2022 Annual Report, have been omitted. 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 Cash Equivalents 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 3,773,628 3,685,893 The F ederal Deposit Insurance Corporation 250,000 per depositor, per FDIC-insured bank, per ownership category. The Company had uninsured cash and cash equivalents of $ 3,250,651 and $ 2,912,793 at January 31, 2023, and October 31, 2022, respectively. 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 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 January 31, 2023 and 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. 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 January 31, 2023 and October 31, 2022, the inventories only consisted of finished goods and were located in three locations: the Company’s main warehouse located in Florida and two customer warehouses whose service agreements are on a consignment basis with the Company. Based upon fiscal year 2022 inventory management procedures, as well as those inventory management procedures performed during the first fiscal quarter ended January 31, 2023 and their results for both periods of time, the Company has determined that no Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers 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 January 31, 2023, and October 31, 2022, the Company has $ 12,098 44,973 129,701 235,274 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 January 31, 2023, and October 31, 2022, the Company had customer refunds due in the amounts equal to $ 366,956 0 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. However, when the Company enters a consignment agreement with a new customer, once it ships and delivers the requested amount of ordered Products to its distribution center for its retail sales locations, the Company retains ownership of the delivered Products until they are delivered to the actual retail stores (as opposed to the Company’s consignment 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 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 January 31, 2023. Concentration of Revenues and Accounts Receivable For the three months ended January 31, 2023, (i) 25% or $ 599,201 of the revenue from the sale of Products, solely consisting of the BIDI ® 432,000 of the revenue from the sale of the Products was generated from FAVS Business, (“FAVS”), and (iii) approximately 15% or $372,518 of the revenue from the sale of Products, solely consisting of the BIDI Stick, was generated from H.T. Hackney Co. 1,287,180 352,554 332,595 FAVS, with an outstanding balance of $ 201,600 126,158 59,404 374,400 282,414 Share-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments (share-based payments, referred to herein as “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 performance conditions , compensation is not recognized until the performance condition is probable of occurrence. The grant-date fair value of share options is estimated using the Black-Scholes-Merton option-pricing model. The fair value of each option granted during the fiscal three-month period ended January 31, 2023, and January 31, 2022, was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions As of January As of January 31, 2023 31, 2022 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 275.68 % 294.57 301.53 % Risk-free interest rate 4.12 % 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 Company’s common stock. The assumed discount rate was the default risk-free ten-year interest rate for U.S. Treasury bills. The Company’s stock option expense for the fiscal three months ended January 31, 2023, and ended January 31, 2022 were $ 1,435,787 and $ 309,700 , respectively . 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 January 31, 2023. 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, accounts receivable, inventory, accounts payable and accrued expenses . As of January 31, 2023 and October 31, 2022, 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	3 Months Ended
	Jan. 31, 2023
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 , which raises 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 January 31, 2023, of $ 6,503,841 th 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 able to generate expected or greater amounts of revenues or ever achieve profitability, due to the current economic climate in the United States and globally, the regulation and public perception of ENDS products and the various other risks faced by the Company. 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 or other risks or uncertainties.

Leases

Leases	3 Months Ended
	Jan. 31, 2023
Leases
Leases	Note 4 – Leases The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842) T Office and Storage Space 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. The Company must pay Just Pick base rent equal to $ 17,776 .67 per month during the first year of the Lease Term with a five-year lease renewal option. Thereafter, the monthly base rent will be increased annually with a monthly base rent of $ 18,665 .50 in the second year, $ 19,554 .33 in the third year, $ 20,443 .17 in the fourth year, $ 22,220 .83 in the fifth year, $ 23,998 .50 in the sixth year, and one twelfth (1/12th) of the market annual rent for the seventh through eleventh years, if applicable. In addition to the base rent, the Company must pay one hundred percent (100%) of operating expenses, insurance costs, and taxes for each calendar year during the Lease term. For both the ROU asset and ROU liability, the lease renewal option was considered in the calculation with an incremental borrowing rate of 4.5 %. The Company had $ 46,949 and $ 3,649 in operating lease expense for the three months ended January 31, 2023, and January 31, 2022, respectively. Cash flow information related to leases was as follows: Schedule of cash flow information related to leases January 31, 2023 January 31, 2022 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (46,949 ) $ (3,649 ) The following table summarizes the lease-related assets and liabilities recorded in the consolidated balance sheets as of January 31, 2023, and October 31, 2022: Schedule Of Condensed Balance Sheet Lease Position January 31, 2023 October 31, 2022 Operating Leases Operating lease right-of-use assets $ 1,152,020 $ 1,198,969 Right of use liability operating lease current portion $ 170,603 $ 166,051 Right of use liability operating lease long term 1,006,435 1,050,776 Total operating lease liabilities $ 1,177,038 $ 1,216,827 The following table provides the maturities of lease liabilities at January 31, 2023: Schedule of Lessee Operating Lease Liability Maturity Operating Leases Maturity of Lease Liabilities on January 31, 2023 2023 $ 164,139 2024 228,134 2025 238,800 2026 253,614 2027 and thereafter 450,934 Total future undiscounted lease payments $ 1,335,621 Less: Interest (158,583 ) Present value of lease liabilities $ 1,177,038 At January 31, 2023, the Company had no

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Jan. 31, 2023
Equity [Abstract]
Stockholders’ Equity	Note 5 – Stockholders’ Equity Common Stock During the three months ended January 31, 2023: No Preferred Stock 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 Stock Options Summary of stock options information is as follows: Schedule of stock options Weighted Aggregate Aggregate Exercise Price Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2022 3,202,265 8,921,419 1.03 28.68 2.79 Granted 3,250,000 3,207,425 0.99 0.99 Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, January 31, 2023 6,452,265 $ 12,128,844 $ 0.99 28.69 $ 1.88 Exercisable, January 31, 2023 2,151,217 $ 6,085,555 $ 0.99 - 28.69 $ 2.83 During the three months ended January 31, 2023, and 2022, the Company recognized $ 1,435,787 309,700 3,488,735 9.38 0 On November 9, 2022, non-qualified stock options exercisable for up to 250,000 246,747 0.9869 275.68 10 4.12 On November 9, 2022, non-qualified stock options exercisable for up to 3,000,000 180,000,000 2,960,968 0.9869 275.68 10 4.12 Warrants Warrant information as of the periods indicated is as follows: Share-based Payment Arrangement, Option, Activity Weighted Aggregate Aggregate Exercise Price Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2022 2,318,317 4,404,802 1.90 1.90 Granted — — — — Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 Exercisable, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 The weighted average remaining contractual life is approximately 3.66

Related-Party Transactions

Related-Party Transactions	3 Months Ended
	Jan. 31, 2023
Related Party Transactions [Abstract]
Related-Party Transactions	Note 6 – Related-Party Transactions In March 2020, the Company commenced business operations as a result of becoming the exclusive distributor of certain ENDS and related components (the “Products”) manufactured by Bidi, a related party company that is also owned by Nirajkumar Patel, the Chief Science and Regulatory Officer and a director of the Company. Other Receivable On August 1, 2022, the Company and Bidi agreed to a price credit for short-coded or expiring inventory against the related-party accounts payable balance due to Bidi. A credit of $ 2,924,655 2,134,413 1,543,545 108,841 As of January 31, 2023 and October 31, 2022, the Company has a related-party receivable balance due from Bidi of $ 3,509,542 3,704,132 Revenue and Accounts Receivable During the three months ended January 31, 2023, the Company recognized revenue of $ 3,085 During the three months ended January 31, 2022, the Company recognized revenue of $ 23,765 Concentration Purchases and Accounts Payable During the three months ended January 31, 2023, 100% of the inventories of Products, consisting solely of the BIDI® Stick, were purchased from Bidi, a related party controlled by Nirajkumar Patel, in the amount of $ 3,697,210 2,350,787 3,761,491 347,760 During the three months ended January 31, 2022, the Company did not purchase Products from Bidi, a related party company that is owned by Nirajkumar Patel. As of January 31, 2022, the Company had accounts payable to Bidi of $ 9,129,759 11,841,750 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 January 31, 2023 and October 31, 2022. Leased Office Space and Storage Space The Company capitalizes all leased assets pursuant to ASU 2016-02, Leases (Topic 842)

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Jan. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 7 – Commitments and Contingencies The Company follows ASC 450-20, Los Contingencies, 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 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 The Company accrued $ 28,318 33,871

Subsequent Events

Subsequent Events	3 Months Ended
	Jan. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 8 – Subsequent Events On February 1, 2023, the Company entered into an agreement to cancel the 75,000 16,750 75,000 On February 6, 2023, non-qualified stock options exercisable for up to 375,000 375,000 on the earlier of February 6, 2024, or a change in control. On February 6, 2023, non-qualified stock options exercisable for up to 1,000,000 500,000 vest on the earlier of February 6, 2024, or a change in control. On February 6, 2023, non-qualified stock options exercisable for up to 150,000 150,000 the earlier of February 6, 2024 or a change in control. On February 6, 2023, non-qualified stock options exercisable for up to 200,000 awarded to one consultant acting as a sales broker for the Company 200,000 shall vest based on achievement of certain net sales targets up to $100,000,000. The term of the agreement is one year from the effective date with an automatic renewal of one year if net sales defined in the agreement are met. On March 3, 2023, the Company approved amending the Consulting Agreement for Mark Thoenes, the Company’s Interim Chief Financial Officer and extend it through June 30, 2023. In order to extend its term, on March 3, 2023, the Company also approved the grant of a stock option award to Mr. Thoenes to acquire up to 50,000 the earlier of June 30, 2023, or upon meeting certain terms and conditions.

Basis of Presentation and Sig_2

Basis of Presentation and Significant Accounting Policies (Policies)	3 Months Ended
	Jan. 31, 2023
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 KBI. Intercompany transactions are eliminated.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent audited financial statements contained within the Company’s Annual Report on Form 10-K, filed with the SEC on January 30, 2023 (the “2022 Annual Report”). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full fiscal year. Notes to the consolidated financial statements, which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal period as reported in the 2022 Annual Report, have been omitted.
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 Cash Equivalents	Cash and Cash Equivalents 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 3,773,628 3,685,893 The F ederal Deposit Insurance Corporation 250,000 per depositor, per FDIC-insured bank, per ownership category. The Company had uninsured cash and cash equivalents of $ 3,250,651 and $ 2,912,793 at January 31, 2023, and October 31, 2022, respectively.
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 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 January 31, 2023 and 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.
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 January 31, 2023 and October 31, 2022, the inventories only consisted of finished goods and were located in three locations: the Company’s main warehouse located in Florida and two customer warehouses whose service agreements are on a consignment basis with the Company. Based upon fiscal year 2022 inventory management procedures, as well as those inventory management procedures performed during the first fiscal quarter ended January 31, 2023 and their results for both periods of time, the Company has determined that no
Revenue Recognition	Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers
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 January 31, 2023, and October 31, 2022, the Company has $ 12,098 44,973 129,701 235,274
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 January 31, 2023, and October 31, 2022, the Company had customer refunds due in the amounts equal to $ 366,956 0
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. However, when the Company enters a consignment agreement with a new customer, once it ships and delivers the requested amount of ordered Products to its distribution center for its retail sales locations, the Company retains ownership of the delivered Products until they are delivered to the actual retail stores (as opposed to the Company’s consignment 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 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 January 31, 2023. Concentration of Revenues and Accounts Receivable For the three months ended January 31, 2023, (i) 25% or $ 599,201 of the revenue from the sale of Products, solely consisting of the BIDI ® 432,000 of the revenue from the sale of the Products was generated from FAVS Business, (“FAVS”), and (iii) approximately 15% or $372,518 of the revenue from the sale of Products, solely consisting of the BIDI Stick, was generated from H.T. Hackney Co. 1,287,180 352,554 332,595 FAVS, with an outstanding balance of $ 201,600 126,158 59,404 374,400 282,414
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, referred to herein as “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 performance conditions , compensation is not recognized until the performance condition is probable of occurrence. The grant-date fair value of share options is estimated using the Black-Scholes-Merton option-pricing model. The fair value of each option granted during the fiscal three-month period ended January 31, 2023, and January 31, 2022, was estimated on the date of grant using the Black-Scholes-Merton option-pricing model with the weighted average assumptions in the following table: Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions As of January As of January 31, 2023 31, 2022 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 275.68 % 294.57 301.53 % Risk-free interest rate 4.12 % 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 Company’s common stock. The assumed discount rate was the default risk-free ten-year interest rate for U.S. Treasury bills. The Company’s stock option expense for the fiscal three months ended January 31, 2023, and ended January 31, 2022 were $ 1,435,787 and $ 309,700 , respectively .
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 January 31, 2023. 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, accounts receivable, inventory, accounts payable and accrued expenses . As of January 31, 2023 and October 31, 2022, 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)	3 Months Ended
	Jan. 31, 2023
Accounting Policies [Abstract]
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions	Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions As of January As of January 31, 2023 31, 2022 Expected dividend yield 0 % 0 % Expected option term (years) 10 10 Expected volatility 275.68 % 294.57 301.53 % Risk-free interest rate 4.12 % 1.19 1.63

Leases (Tables)

Leases (Tables)	3 Months Ended
	Jan. 31, 2023
Leases
Schedule of cash flow information related to leases	Schedule of cash flow information related to leases January 31, 2023 January 31, 2022 Other Lease Information Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ (46,949 ) $ (3,649 )
Schedule Of Condensed Balance Sheet	Schedule Of Condensed Balance Sheet Lease Position January 31, 2023 October 31, 2022 Operating Leases Operating lease right-of-use assets $ 1,152,020 $ 1,198,969 Right of use liability operating lease current portion $ 170,603 $ 166,051 Right of use liability operating lease long term 1,006,435 1,050,776 Total operating lease liabilities $ 1,177,038 $ 1,216,827
Schedule of Lessee Operating Lease Liability Maturity	Schedule of Lessee Operating Lease Liability Maturity Operating Leases Maturity of Lease Liabilities on January 31, 2023 2023 $ 164,139 2024 228,134 2025 238,800 2026 253,614 2027 and thereafter 450,934 Total future undiscounted lease payments $ 1,335,621 Less: Interest (158,583 ) Present value of lease liabilities $ 1,177,038

Stockholders_ Equity (Tables)

Stockholders’ Equity (Tables)	3 Months Ended
	Jan. 31, 2023
Equity [Abstract]
Share-based Payment Arrangement, Option, Activity	Schedule of stock options Weighted Aggregate Aggregate Exercise Price Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2022 3,202,265 8,921,419 1.03 28.68 2.79 Granted 3,250,000 3,207,425 0.99 0.99 Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, January 31, 2023 6,452,265 $ 12,128,844 $ 0.99 28.69 $ 1.88 Exercisable, January 31, 2023 2,151,217 $ 6,085,555 $ 0.99 - 28.69 $ 2.83 During the three months ended January 31, 2023, and 2022, the Company recognized $ 1,435,787 309,700 3,488,735 9.38 0 On November 9, 2022, non-qualified stock options exercisable for up to 250,000 246,747 0.9869 275.68 10 4.12 On November 9, 2022, non-qualified stock options exercisable for up to 3,000,000 180,000,000 2,960,968 0.9869 275.68 10 4.12 Warrants Warrant information as of the periods indicated is as follows: Share-based Payment Arrangement, Option, Activity Weighted Aggregate Aggregate Exercise Price Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2022 2,318,317 4,404,802 1.90 1.90 Granted — — — — Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 Exercisable, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90
Share-based Payment Arrangement, Option, Activity	Share-based Payment Arrangement, Option, Activity Weighted Aggregate Aggregate Exercise Price Average Number Exercise Price Range Exercise Price Outstanding, October 31, 2022 2,318,317 4,404,802 1.90 1.90 Granted — — — — Exercised — — — — Cancelled, forfeited, or expired — — — — Outstanding, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90 Exercisable, January 31, 2023 2,318,317 $ 4,404,802 $ 1.90 $ 1.90

Basis of Presentation and Sig_4

Basis of Presentation and Significant Accounting Policies (Details - Black-Scholes option)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Property, Plant and Equipment [Line Items]
Expected dividend yield	0%	0%
Expected option term (years)	10 years	10 years
Expected volatility	275.68%
Risk-free interest rate	4.12%
Minimum [Member]
Property, Plant and Equipment [Line Items]
Expected volatility		294.57%
Risk-free interest rate		1.19%
Maximum [Member]
Property, Plant and Equipment [Line Items]
Expected volatility		301.53%
Risk-free interest rate		1.63%

Basis of Presentation and Sig_5

Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022	Oct. 31, 2022
Product Information [Line Items]
Cash equivalents	$ 0		$ 0
Cash and cash equivalents	3,773,628		3,685,893
Cash, FDIC Insured Amount	250,000
Cash, Uninsured Amount	3,250,651		2,912,793
Allowance for doubtful accounts	0		0
Deposits from customers	12,098		44,973
Deferred income	129,701		235,274
Customer Refund Liability, Current	366,956		$ 0
Revenue Not from Contract with Customer, Other		$ 1,287,180
Revenue from sale	432,000
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense)	1,435,787	309,700
Share Based Compensation [Member]
Product Information [Line Items]
Stock Issued, Value, Stock Options Exercised, Net of Tax Benefit (Expense)	1,435,787	309,700
Accounts Receivable [Member] | G P M [Member]
Product Information [Line Items]
Outstanding balance	201,600
Accounts Receivable [Member] | Favs [Member]
Product Information [Line Items]
Outstanding balance	126,158
Accounts Receivable [Member] | Stewart [Member]
Product Information [Line Items]
Outstanding balance	59,404
G P M [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other	599,201
Lakshmi Distributor Inc [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other		352,554
Hackney [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other		332,595
Favs [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other		374,400
C Store Master [Member]
Product Information [Line Items]
Revenue Not from Contract with Customer, Other		$ 282,414
P M I License Agreement [Member]
Product Information [Line Items]
Liabilities	10,000,000
Royalty payment	$ 30,000,000

Going Concern (Details Narrativ

Going Concern (Details Narrative)	Jan. 31, 2023 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Working capital	$ 6,503,841

Leases (Details)

Leases (Details) - USD ($)	3 Months Ended
	Jan. 31, 2023	Jan. 31, 2022
Leases
Operating cash flows from operating leases	$ (46,949)	$ (3,649)

Leases (Details 1)

Leases (Details 1) - USD ($)	Jan. 31, 2023	Oct. 31, 2022
Operating Leases
Operating lease right-of-use assets	$ 1,152,020	$ 1,198,969
Right of use liability operating lease current portion	170,603	166,051
Right of use liability operating lease long term	1,006,435	1,050,776
Total operating lease liabilities	$ 1,177,038	$ 1,216,827

Leases (Details 2)

Leases (Details 2) - USD ($)	Jan. 31, 2023	Oct. 31, 2022
Leases
2023	$ 164,139
2024	228,134
2025	238,800
2026	253,614
2027 and thereafter	450,934
Total future undiscounted lease payments	1,335,621
Less: Interest	(158,583)
Present value of lease liabilities	$ 1,177,038	$ 1,216,827

Leases (Details Narrative)

Leases (Details Narrative) - USD ($)			3 Months Ended
	Nov. 11, 2021	Nov. 02, 2021	Jan. 31, 2023	Jan. 31, 2022
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%
Increase (Decrease) in Operating Lease Liability			$ (39,789)	$ (3,170)
Additional leases			0
Office And Storage Space [Member]
Lessee, Lease, Description [Line Items]
Increase (Decrease) in Operating Lease Liability			46,949	$ 3,649
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

Stockholders' Equity (Details)

Stockholders' Equity (Details) - USD ($)	3 Months Ended
	Jan. 31, 2023	Oct. 31, 2022
Number of shares outstanding, ending	6,452,265	3,202,265
Aggregate exercise price outstanding, ending	$ 12,128,844	$ 8,921,419
Weighted average exercise price outstanding, ending	$ 1.88	$ 2.79
Granted	3,250,000
Aggregate exercise price, granted	$ 3,207,425
Exercise price range, granted	$ 0.99
Weighted average exercise price, granted	$ 0.99
Exercised
Aggregate exercise price, exercised
Exercise price range, exercised
Weighted average exercise price, exercised
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
Maximum [Member]
Exercise price range outstanding, ending	0.99	1.03
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price	28.69
Minimum [Member]
Exercise price range outstanding, ending	28.69	$ 28.68
Share-Based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Exercise Price	$ 0.99

Stockholder Equity (Details 1)

Stockholder Equity (Details 1) - USD ($)	3 Months Ended
	Jan. 31, 2023	Oct. 31, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares outstanding, ending	6,452,265	3,202,265
Aggregate exercise price outstanding, ending	$ 12,128,844	$ 8,921,419
Weighted average exercise price outstanding, ending	$ 1.88	$ 2.79
Granted	3,250,000
Aggregate exercise price, granted	$ 3,207,425
Exercise price range, granted	$ 0.99
Weighted average exercise price, granted	$ 0.99
Exercised
Aggregate exercise price, exercised
Exercise price range, exercised
Weighted average exercise price, exercised
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
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares outstanding, ending	2,318,317	2,318,317
Aggregate exercise price outstanding, ending	$ 4,404,802	$ 4,404,802
Exercise price range outstanding, ending	$ 1.90	$ 1.90
Weighted average exercise price outstanding, ending	$ 1.90	$ 1.90
Granted
Aggregate exercise price, granted
Exercise price range, granted
Weighted average exercise price, granted
Exercised
Aggregate exercise price, exercised
Exercise price range, exercised
Weighted average exercise price, exercised
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
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	3 Months Ended
	Nov. 09, 2022	Jun. 24, 2022	Jan. 31, 2023	Jan. 31, 2022	Oct. 31, 2022	Apr. 22, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares, issued			0
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.
Number of shares converted			3,000,000
Recognized expense			$ 1,435,787	$ 309,700
Unrecognized expenses related to options			$ 3,488,735
Weighted average remaining contractual life			9 years 4 months 17 days
Aggregate intrinsic value			$ 0
Volatility rate			275.68%
Interest rate			4.12%
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Recognized expense
Bond Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Recognized expense			$ 1,435,787	$ 309,700
Two Consultants [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable	250,000
Fire value granted	$ 246,747
Share price	$ 0.9869
Volatility rate	275.68%
Expected term	10 years
Interest rate	4.12%
One Consultants [Member] | Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock options exercisable						3,000,000
Fire value granted	$ 2,960,968
Share price	$ 0.9869
Volatility rate	275.68%
Expected term	10 years
Interest rate	4.12%
Total net revenues	$ 180,000,000
Series A Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized			3,000,000
Conversion price			$ 8.33
Preferred stock, shares issued			0
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
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares converted		25,000,000
Stock Warrants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Weighted average remaining life			3 years 7 months 28 days

Related-Party Transactions (Det

Related-Party Transactions (Details Narrative) - USD ($)		3 Months Ended
	Aug. 01, 2022	Jan. 31, 2023	Jan. 31, 2022
Related Party Transaction [Line Items]
Recognized revenue		$ 3,085	$ 23,765
Inventory quality control expenses		3,697,210
Accrued freight		347,760
Other Receivable [Member]
Related Party Transaction [Line Items]
Accounts payable	$ 2,924,655
Accounts receivable	2,134,413
Additional amount	1,543,545
Related-party receivable balance	$ 108,841	3,509,542	3,704,132
Nirajkumar Patel [Member]
Related Party Transaction [Line Items]
Recognized revenue		3,085	23,765
Bidi Vapor [Member]
Related Party Transaction [Line Items]
Accounts payable		2,350,787	9,129,759
Sale of Products		$ 3,761,491	$ 11,841,750

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended
	Feb. 01, 2023	Jan. 31, 2023	Jan. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
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
Sale of Products		$ 28,318	$ 33,871

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)			3 Months Ended
	Mar. 03, 2023	Feb. 01, 2023	Jan. 31, 2023	Feb. 06, 2023
Subsequent Event [Line Items]
Option granted			3,250,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock options		75,000
Retainer amount		$ 16,750
Stock based compensation		$ 75,000
Subsequent Event [Member] | Incentive Compensation Plan [Member]
Subsequent Event [Line Items]
Option granted	50,000
Subsequent Event [Member] | Three Board [Member]
Subsequent Event [Line Items]
Stock options				375,000
Stock Vest				375,000
Subsequent Event [Member] | Two Board [Member]
Subsequent Event [Line Items]
Stock options				1,000,000
Stock Vest				500,000
Subsequent Event [Member] | Five Employees [Member]
Subsequent Event [Line Items]
Stock options				150,000
Stock Vest				150,000
Subsequent Event [Member] | One Consultants [Member]
Subsequent Event [Line Items]
Stock options				200,000
Stock Vest				200,000