Cover
Cover - shares | 3 Months Ended | |
Jan. 31, 2023 | Mar. 14, 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 | 000-17378 | |
Entity Registrant Name | VITRO BIOPHARMA, INC. | |
Entity Central Index Key | 0000793171 | |
Entity Tax Identification Number | 84-1012042 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3200 Cherry Creek Drive South | |
Entity Address, Address Line Two | Suite 720 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80209 | |
City Area Code | (855) | |
Local Phone Number | 848-7627 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 115,160,180 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
ASSETS | ||
Cash | $ 181,389 | $ 741,538 |
Accounts Receivable, Net | 62,378 | 73,537 |
Accounts Receivable – Related Party | 2,250 | |
Inventory | 263,606 | 280,138 |
Prepaid Expense | 151,622 | 140,759 |
Prepaid project costs | 345,796 | 217,747 |
Deferred Offering Costs | 1,546,250 | 1,482,422 |
Total Current Assets | 2,553,291 | 2,936,141 |
Goodwill | 3,608,949 | 3,608,949 |
Intangible Assets, Net | 1,344,467 | 1,377,401 |
Property and Equipment, Net | 313,576 | 351,940 |
Patents, Net | 8,390 | 8,390 |
Right of Use Asset – Operating Lease | 264,368 | 277,381 |
Other Assets | 13,860 | 13,860 |
Total Assets | 8,106,901 | 8,574,062 |
LIABILITIES | ||
Accounts Payable | 861,808 | 604,606 |
Deferred Revenue | 650,000 | 650,000 |
Accrued Liabilities | 912,883 | 939,523 |
Accrued Liabilities – Related Party | 53,856 | 232,512 |
Current Maturities of Capital Lease Obligations | 64,208 | 62,979 |
Current Maturities of Operating Lease Obligations | 48,754 | 50,055 |
Total Current Liabilities | 2,591,509 | 2,539,675 |
Capital Lease Obligations, Net of Current Portion | 62,435 | 78,955 |
Operating Lease Obligation, Net of Current Portion | 215,614 | 227,326 |
Unsecured 6% Note Payable – Related Party | 767,288 | 767,288 |
Unsecured 4% Note Payable – Related Party | 1,221,958 | 1,221,958 |
2021 Series Convertible Notes Payable – Related Party | 480,000 | 480,000 |
2022 Series Convertible Notes Payable | 200,000 | 200,000 |
2023 Series Convertible Notes Payable - Stock Settled, Net | 332,445 | |
2023 Series Convertible Notes Payable Derivative/Warrant Liability | 73,162 | |
Long Term Accrued Interest Payable | 6,472 | 3,205 |
Long Term Accrued Interest Payable – Related Party | 249,788 | 219,815 |
Total Long-Term Liabilities | 3,609,162 | 3,198,547 |
Total Liabilities | 6,200,671 | 5,738,222 |
STOCKHOLDERS’ EQUITY | ||
Preferred Stock, 5,000,000 Shares Authorized, par value $0.001; Series A Convertible Preferred Stock, 250,000 Shares Authorized, 0 and 0 Outstanding, respectively | ||
Common stock, 500,000,000 Shares Authorized, par value $0.001, 115,160,180 and 115,160,180 Outstanding, respectively | 115,440 | 115,440 |
Additional Paid in Capital | 25,784,331 | 25,523,816 |
Less Treasury Stock | (84,000) | (84,000) |
Accumulated Deficit | (23,909,541) | (22,719,416) |
Total Stockholders’ Equity | 1,906,230 | 2,835,840 |
Total Liabilities and Stockholders’ Equity | $ 8,106,901 | $ 8,574,062 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2023 | Oct. 31, 2022 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares outstanding | 115,160,180 | 115,160,180 |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 250,000 | 250,000 |
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 | |
Total Revenue | $ 344,031 | $ 1,156,356 |
Less Cost of Goods Sold | (66,511) | (157,847) |
Gross Profit | 277,520 | 998,509 |
Operating Costs and Expenses: | ||
Selling, General and Administrative | 1,421,170 | 1,282,938 |
Research and Development | 6,833 | 2,570 |
Loss From Operations | (1,150,483) | (286,999) |
Other Expense: | ||
Interest Expense | (39,693) | (74,733) |
Unrealized Gain on Series 2023 Derivative/Warrant Liability | 51 | |
Net Loss | (1,190,125) | (361,732) |
Deemed Dividend on Series A Convertible Preferred Stock | (48,510) | |
Cumulative Series A Convertible Preferred Stock Dividend Requirement | (43,300) | |
Net Loss Available to Common Stockholders | $ (1,190,125) | $ (453,542) |
Net Loss per Common Share, Basic and Diluted | $ (0.01) | $ 0 |
Shares Used in Computing Net Loss per Common Share, Basic and Diluted | 115,160,180 | 96,310,387 |
Product [Member] | ||
Total Revenue | $ 301,031 | $ 638,606 |
Product Sales Related Parties [Member] | ||
Total Revenue | 18,000 | 17,750 |
Consulting Revenue [Member] | ||
Total Revenue | $ 25,000 | $ 500,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Oct. 31, 2021 | $ 136 | $ 96,590 | $ 19,301,167 | $ (84,000) | $ (15,859,367) | $ 3,454,526 |
Balance, shares at Oct. 31, 2021 | 136,059 | 96,310,387 | ||||
Stock based compensation | 242,505 | 242,505 | ||||
Beneficial conversion feature on convertible preferred stock | 48,510 | 48,510 | ||||
Deemed dividend on convertible preferred stock | (48,510) | (48,510) | ||||
Net loss | (361,732) | (361,732) | ||||
Balance at Jan. 31, 2022 | $ 136 | $ 96,590 | 19,543,672 | (84,000) | (16,221,099) | 3,335,299 |
Balance, shares at Jan. 31, 2022 | 136,059 | 96,310,387 | ||||
Balance at Oct. 31, 2021 | $ 136 | $ 96,590 | 19,301,167 | (84,000) | (15,859,367) | 3,454,526 |
Balance, shares at Oct. 31, 2021 | 136,059 | 96,310,387 | ||||
Net loss | (6,900,000) | |||||
Balance at Oct. 31, 2022 | $ 115,440 | 25,523,816 | (84,000) | (22,719,416) | 2,835,840 | |
Balance, shares at Oct. 31, 2022 | 115,160,180 | |||||
Stock based compensation | 122,562 | 122,562 | ||||
Net loss | (1,190,125) | (1,190,125) | ||||
Forgiven accrued payables – related party | 137,953 | 137,953 | ||||
Balance at Jan. 31, 2023 | $ 115,440 | $ 25,784,331 | $ (84,000) | $ (23,909,541) | $ 1,906,230 | |
Balance, shares at Jan. 31, 2023 | 115,160,180 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Operating Activities | |||
Net Loss | $ (1,190,125) | $ (361,732) | $ (6,900,000) |
Adjustment to Reconcile Net Loss: | |||
Unrealized Gain on Series 2023 Derivative/Warrant Liability | (51) | ||
Depreciation Expense | 38,363 | 22,969 | |
Amortization Expense | 32,934 | 9,544 | |
Amortization of Operating Lease – ROU Asset | 13,013 | 14,458 | |
Accretion of Debt Discount | 658 | ||
Stock Based Compensation | 122,562 | 242,505 | |
Changes in Assets and Liabilities | |||
Accounts Receivable | 11,159 | (89,123) | |
Accounts Receivable, Related Parties | (2,250) | (17,750) | |
Inventory | 16,532 | (44,353) | |
Prepaid Expenses | (10,863) | 13,978 | |
Prepaid project costs | (128,049) | ||
Accounts Payable | 193,374 | 67,095 | |
Deferred Revenue | (500,000) | ||
Operating Lease Obligation | (13,013) | (14,458) | |
Accrued Liabilities | (26,639) | (190,477) | |
Accrued Liabilities – Related Party | (40,703) | 54,614 | |
Accrued Interest | 3,267 | 10,390 | |
Accrued Interest – Related Parties | 29,973 | 23,924 | |
Net Cash Used in Operating Activities | (949,858) | (758,416) | |
Investing Activities | |||
Acquisition of Property and Equipment | (3,473) | ||
Net Cash Used in Investing Activities | (3,473) | ||
Financing Activities | |||
Deferred Offering Costs | (370,155) | ||
Issuance of 2023 Series Convertible Notes Payable - Stock Settled | 405,000 | ||
Capital Lease Principal Payments | (15,291) | (10,992) | |
Payments on Revolving Line of Credit | (79) | ||
Net Cash Provided by (Used in) Financing Activities | 389,709 | (381,226) | |
Total Cash Used During the Period | (560,149) | (1,143,115) | |
Beginning Cash Balance | 741,538 | 4,376,983 | 4,376,983 |
Ending Cash Balance | 181,389 | 3,233,868 | 741,538 |
Cash Paid for Interest | 5,796 | 2,919 | |
Cash Paid for Income Taxes | |||
Supplemental Schedule of Non-Cash Financing Activities: | |||
Premium on issuance of 2023 Series Notes Payable - Stock Settled | 135,000 | ||
Derivative/Warrant Liability on 2023 Series Notes Payable | 73,213 | ||
Discount on Derivative/Warrant Liability on 2023 Series Notes Payable | 208,213 | ||
Forgiveness of Accrued Liabilities – Related Party | 137,953 | ||
Beneficial Conversion Feature and Deemed Dividend on Convertible Preferred Stock | 48,510 | ||
Deferred Offering Costs Recorded as Accounts Payable | 63,828 | ||
Purchase of equipment on account | 126,428 | ||
Cash and Cash Equivalents, end of period | 181,389 | 2,521,368 | |
Restricted cash, end of period | 712,500 | ||
Total Cash, Cash Equivalents and Restricted cash in the Statement of Cash Flows | $ 181,389 | $ 3,233,868 | $ 741,538 |
NATURE OF ORGANIZATION AND SUMM
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Organization and Description of Business Vitro Biopharma, Inc. (the “Company”) was incorporated under the laws of the State of Nevada on March 31, 1986, under the name Imperial Management, Inc. On December 17, 1986, the Company merged with Labtek, Inc., a Colorado corporation, with the Company being the surviving entity and the name of the Company was changed to Labtek, Inc. The name was then changed to Vitro Diagnostics, Inc. on February 6, 1987. From November of 1990 through July 31, 2000, the Company was engaged in the development, manufacturing, and distribution of purified human antigens (“Diagnostics”) and related technologies. The Company also developed cell technology including immortalization of certain cells, which allowed entry into other markets besides Diagnostics. In August 2000, the Company sold the Diagnostics business, following which it focused on developing therapeutic products, its stem cell technology, patent portfolio and proprietary technology and cell lines for applications in autoimmune disorders and inflammatory disease processes and stem cell research. On February 3, 2021, the Company filed an amendment to the articles of incorporation with the Nevada Secretary of State, changing the name of the Company to Vitro BioPharma, Inc. Summary of Significant Accounting Policies Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2022 contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2022 was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). Concentrations During the three months ended January 31, 2023 and 2022, 5% 2% 30% 43% 23% 14% 10% 25,000 7% Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. Use of Estimates The preparation of the 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. Actual results could differ from those estimates. Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Under the terms of this JOA, the Company is obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. See “Joint Operating Agreement” below for additional information. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of January 31, 2023, the Company has deferred $ 650,000 345,796 The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 During the three months ended January 31, 2023 and 2022, the Company recognized $ 0 500,000 46,750 53,906 Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of January 31, 2023 and October 31, 2022, total accounts receivable, including related party accounts receivable of $ 2,250 64,628 73,537 0 2,500 As of January 31, 2023, four customers accounted for 18% 14% 13% 10% 28% 10% 10% Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the three months ended January 31, 2023 and 2022, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the three months ended January 31, 2023 and 2022, the Company did not record any impairment expense. Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
GOING CONCERN | NOTE 2 – GOING CONCERN The accompanying financial statements have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern. The Company has incurred net losses of approximately $ 1.2 6.9 38,000 These factors raise substantial doubt about the Company’s ability to continue as a going concern. In view of these matters, realization of certain of the assets in the accompanying balance sheets is dependent upon continued operations of the Company, which in turn is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and generate additional revenues and profit from operations. Management plans to address the going concern include but are not limited to raising additional capital through an attempted public and/or private offering of equity securities, as well potentially issuing additional debt instruments. The Company also has various initiatives underway to increase revenue generation through diversified offerings of products and services related to its stem cell technology and analytical capabilities. The goal of these initiatives is to achieve profitable operations as quickly as possible. Various strategic alliances that are ongoing and under development are also critical aspects of management’s overall growth and development strategy. There is no assurance that these initiatives will yield sufficient capital to maintain the Company’s operations. There is no assurance that the ongoing capital raising efforts will be successful. Should management fail to successfully raise additional capital and/or fully implement its strategic initiatives, it may be compelled to curtail part or all of its ongoing operations. The financial statements do not include any adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company has historically financed its operations primarily through various private placements of debt and equity securities. |
FAIR VALUE MEASUREMENT
FAIR VALUE MEASUREMENT | 3 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENT | NOTE 3 – FAIR VALUE MEASUREMENT ASC Topic 820, “Fair Value Measurements and Disclosures”, establishes a hierarchy for inputs used in measuring fair value for financial assets and liabilities that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of the inputs as follows: ● Level 1: Quoted prices available in active markets for identical assets or liabilities; ● Level 2: Quoted prices in active markets for similar assets and liabilities that are observable for the asset or liability; and ● Level 3: Unobservable pricing inputs that are generally less observable from objective sources, such as discounted cash or valuation models. The financial assets and liabilities are classified in the Condensed Consolidated Balance Sheets based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. As disclosed in Note 7, the 2023 Series Convertible Notes Payable - Stock Settled Derivative/Warrant Liability required identification and quantification of fair value. The estimated fair values as of January 10, 2023, the issuance date of the notes, are presented in Note 7. As of January 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES January 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 73,162 Total $ 73,162 The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Three Months Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 73,213 - Total (gains) or losses (realized/unrealized) (51 ) - Included in operations - - Ending Balance $ 73,162 $ - The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable -Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED January 31, 2023 October 31, 2022 Risk-free interest rate 3.63 3.72 - Dividend yield 0.00 - Volatility factor 199.89 200.29 - Weighted average expected life 2.5 - Estimated Fair Value of Financial Assets and Liabilities Not Measured at Fair Value The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, and Convertible Notes Payable. The carrying values of cash, accounts receivable and accounts payable are representative of their fair values due to their short-term maturities. The carrying amount of the Company’s Convertible Notes Payable approximates fair value as they bear interest over the term of the loans. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT January 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 925,427 Total cost 938,267 938,267 Less accumulated depreciation (624,691 ) (586,327 ) Net property and equipment $ 313,576 $ 351,940 Depreciation expense for the three months ended January 31, 2023 and 2022 was $ 38,363 22,969 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS | NOTE 5 – INTANGIBLE ASSETS The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of January 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 13.75 $ 693,330 $ (57,777 ) $ 635,553 Patents, know-how and unpatented technology 13.75 710,060 (59,170 ) 650,890 Customer relationships 1.50 114,536 (56,512 ) 58,024 Total 1,517,926 (173,459 ) 1,344,467 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 During the three months ended January 31, 2023 and 2022, the Company recorded amortization expense of $ 32,934 9,544 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 3 Months Ended |
Jan. 31, 2023 | |
Lease Obligations | |
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS The Company’s operating lease consists of a lease for office space. The Company’s finance lease activities consist of leases for equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The office lease contains an option to a renewal period of five years The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location January 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 264,368 $ 277,381 Finance Property and equipment, net 64,067 74,324 Total Lease Assets $ 328,435 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 48,754 $ 50,055 Finance Finance lease liabilities 64,208 62,979 Noncurrent: Operating Operating lease liabilities 215,614 227,326 Finance Finance lease liabilities 62,435 78,955 Total Lease Liabilities $ 391,011 $ 419,315 The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Statements of Operations Three Months Ended January 31, Location 2023 2022 Operating lease expense General and administrative expense $ 51,258 $ 19,351 Finance lease expense: Interest on lease liability Interest expense 2,900 2,491 Total Lease expense $ 54,158 $ 21,842 Minimum contractual obligations for the Company’s leases (undiscounted) as of January 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 50,801 $ 53,676 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 502,356 $ 137,016 Less Imputed interest (237,989 ) (10,373 ) Total lease liability $ 264,367 $ 126,643 The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES January 31, 2023 January 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.3 2.0 8.3 2.7 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES Three Months Ended January 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 51,258 $ 19,351 Cash payments for finance leases 15,291 10,992 The Company recorded amortization of the operating lease right-of-use asset of $ 13,013 14,458 |
DEBT
DEBT | 3 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 7 – DEBT The table below presents outstanding debt instruments as of January 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS January 31, 2023 October 31, 2022 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (72,555 ) - Total Long-Term Debt $ 3,001,691 $ 2,669,246 The table below presents the future maturities of outstanding debt obligations as of January 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 405,000 Total $ 3,074,246 Unsecured 6% Note Payable Related Party Interest expense on this note was $ 11,604 11,604 103,680 92,076 Unsecured 4% Note Payable - Related Party Interest expense on this note was $ 12,320 12,321 110,076 97,756 2021 Series Convertible Notes - Related Party The remaining principal balance outstanding on the 2021 Series Convertible notes amounted to $ 480,000 480,000 6,049 10,081 36,032 29,983 Senior Secured Convertible Note Payable The outstanding balance of the note was $ 0 0 0 0 0 37,808 2022 Series Convertible Notes During the three months ended January 31, 2023 and 2022, the Company recorded $ 1,261 0 4,466 3,205 2023 Series Convertible Notes – Stock Settled On January 6, 2023, the Company sold $ 405,000 8% The Notes bear interest at the rate of eight per cent per year and are payable solely in shares of the Company’s common stock. The Notes may be converted at any time at the option of the holder and are payable in full at the earliest of (i) the completion of a “Qualified Financing,” as defined below, (ii) a change in control, (iii) in the event of default, or (iv) the maturity date, which is five years from the date of issuance. A Qualified Financing is defined in the Purchase Agreement as any financing completed after the date of issuance of the Notes involving the sale of the Company’s equity securities primarily for capital raising purposes resulting in gross proceeds to the Company of at least $ 5 The Discounted Qualified Financing Price is defined as the per share price at which the shares of the Qualified Financing Securities are sold in such Qualified Financing as determined for accounting purposes under GAAP, multiplied by 0.75 200,000,000 Each Warrant issued by the Company pursuant to the Purchase Agreement entitles the holder to purchase that number of fully paid and nonassessable shares of the Company’s common stock determined (A) in the case following a Qualified Financing, by dividing (i) the sum of the aggregate outstanding principal amount of the Convertible Note plus all accrued and unpaid interest thereon at the time of conversion multiplied by 0.25 0.75 0.625 five years Participation Rights 200% The Company contemplated ASC 480-10-30-7 related to the valuation of the embedded conversion feature contained in the Notes. The Company deemed that the most likely scenario to be utilized for valuing the conversion feature was a qualified financing. Therefore, the Company deemed that the Notes were issued at a premium related to the definition of Discounted Qualified Financing Price contained in the Purchase Agreement. The premium recognized at the inception of the stock settled debt was $ 135,000 The Company assessed the Warrants first under ASC 480. Based on the attributes of the Warrants, the Company determined that the Warrants are outside of the scope of ASC 480 and proceeded to assess the Warrants under ASC 815 to determine if the Warrants are considered indexed to the Company’s own common stock. Because the inputs which affect the number of shares to be issued upon exercise of the Warrants are not the inputs per 815-40-15-7E, the Warrants are not deemed to be indexed to the Company’s own stock, and have been recorded as liabilities under ASC 815 (Note 3) at the fair market value of $ 73,213 135,000 73,213 208,213 The combination of the $ 135,000 208,213 73,213 13.0% 658 51 During the three months ended January 31, 2023 and 2022, the Company recorded $ 2,006 0 2,006 0 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 8– STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 5,000,000 0.001 250,000 0 0 There were no sales or grants of preferred shares during the quarters ended January 31, 2023 and January 31, 2022. Dividend The holders of the Series A Convertible Preferred Shares were entitled to receive dividends at an annual rate of 8 0.25 Cumulative dividends earned as of January 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 43,300 Balance at January 31, 2022 35 $ 216,796 Balance at October 31, 2022 - $ - Issued - - Balance at January 31, 2023 - $ - Common Stock As of January 31, 2023, the Company had authorized 500,000,000 0.001 115,160,180 115,160,180 Stock-Based Compensation There were no grants of stock purchase options during the quarters ended January 31, 2023, or January 31, 2022. The table below presents option activity for the three months ended January 31, 2023 and 2022: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2021 28,230,000 $ 0.31 7.56 $ - Options exercised - - - - Options granted - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2022 28,230,000 $ 0.31 7.37 $ 1,395,000 Balance at October 31, 2022 29,226,000 0.32 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2023 29,226,000 $ 0.32 7.39 $ 19,873,680 Stock based compensation expense related to options for the three months ended January 31, 2023 and 2022 amounted to $ 122,562 242,505 19,977,993 19,101,327 4,693,311 5,086,039 Warrants During the year ended October 31, 2022, the Company did not issue any warrants. During the three months ended January 31, 2022 the Company did not issue any warrants. A summary of the Company’s common stock underlying the outstanding warrants as of January 31, 2023 and January 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2021 13,605,856 $ 0.75 3.48 Warrants A – Granted during the period - - Warrants B – Granted during the period Warrants A – Expired during the period - - Outstanding – January 31, 2022 13,605,856 $ 0.75 3.23 Outstanding at October 31, 2022 13,605,856 0.75 2.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (700,000 ) 0.50 - Warrants B – Expired during the period - - - Outstanding – January 31, 2023 12,905,856 $ 0.75 2.17 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Jan. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES Employment agreements On July 6, 2022, the Company hired Christopher Furman as its new Chief Executive Officer. Mr. Furman will receive an annual base salary of $ 400,000 100% 5,000,000 0.50 1,000,000 1,000,000 On December 1, 2021, the Company and John Evans entered into a Consulting Agreement (“Evans Consulting Agreement”). Under the terms of the Evans Consulting Agreement, Mr. Evans is to provide advisory services to the CEO and CFO of the Company. The term of the Evans Consulting Agreement is for four years 200,000 250,000 10 On December 8, 2020, the Company entered into a new employment agreement with Tiana States, Chief Manufacturing Officer (the “States Agreement”). Pursuant to the terms of the States Agreement, the Company agreed to pay Mrs. States a base salary of $ 125,000 200,000 five years 50% On December 1, 2020, the Company entered into a new employment agreement with James Musick, Chief Science Officer (the “Musick Agreement”). Pursuant to the terms of the Musick Agreement, the Company agreed to pay Dr. Musick a base salary of $ 150,000 five years 100% On December 1, 2020, the Company entered into a new employment agreement with Dr. Jack Zamora, Chief Executive Officer and President (“Zamora Agreement”) with a term of five years On October 1, 2021, the Company appointed Nathan Haas as the Chief Financial Officer and entered into an employment agreement with him. Pursuant to the terms the Nathan Haas CFO Agreement, the Company agreed to pay Mr. Haas a base salary of $ 175,000 five years 100% On August 1, 2021, the Company entered into a new employment agreement (the “Tanner Haas Agreement”) with Tanner Haas, the chief executive officer of Fitore. The Company agreed to pay Mr. Haas a base salary of $ 135,000 five years 100% |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Jan. 31, 2023 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 10 – RELATED PARTY TRANSACTIONS Settlement Agreement with Dr. Zamora As part of the Settlement Agreement dated November 20, 2022 (the “Effective Date”), the parties agreed to confidentiality and non-disparagement restrictions, as well as a release of any potential claims against each other. In addition, certain provisions of Dr. Zamora’s Employment Agreement that survive termination of employment were modified to provide that Dr. Zamora shall not, for a period of one year from the Effective Date, “directly or indirectly solicit any person who has been a customer or employee of the Company during the period of one (1) year prior to the Effective Date.” The Settlement Agreement also provides for the termination of all previous supply agreements between the Company and Dr. Zamora, effective immediately, with such previous agreements to be replaced by the Supply Agreement described below. Standstill Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Standstill Agreement with Dr. Zamora (the “Standstill Agreement”). Supply Agreement On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Supply Agreement with Dr. Zamora (the “Supply Agreement”), pursuant to which the Company agreed to provide InfiniVive MD Exosome Serum and InfiniVive Daily Serum (the “Cosmetic Products”) to Dr. Zamora at his request. The provision of the Cosmetic Products under the Supply Agreement is subject to minimum and maximum quantity limitations. The Supply Agreement is effective for a period of five years, unless earlier terminated. The Company or Dr. Zamora may terminate the Supply Agreement immediately in prescribed circumstances, including if either party defaults with respect to its obligations under the Supply Agreement and, if the default is capable of being cured, does not cure such default within 30 days after receiving notice of such default. If the Supply Agreement is deemed terminated by Dr. Zamora for failure of the Company to supply the Cosmetic Products in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Memorandum of Understanding On the Effective Date, in connection with the Settlement Agreement, the Company entered into a Memorandum of Understanding with Dr. Zamora (the “MOU”) in order to support clinical research for the Company’s AlloRx® stem cells (“AlloRx”). Under the MOU, the Company agreed to provide AlloRx at a specified price to international clinical research facilities or other clinics with which Dr. Zamora may become affiliated, provided that certain regulatory conditions are satisfied, including proof of satisfaction of applicable United States and local legal requirements. The MOU will be effective for a period of five years, unless earlier terminated or replaced by mutual written agreement between Dr. Zamora and the Company. The MOU may also be earlier terminated in the event any clinic or the Company materially breaches the terms and conditions of the MOU. In the event the MOU is terminated by Dr. Zamora for failure of the Company to supply AlloRx in accordance with its terms or by the Company without cause, the Standstill Agreement would be deemed terminated and of no further force or effect. Accounts Receivable and Revenues Dr. Zamora was also a significant customer of the Company in his capacity as a practicing physician. (See also Note 8 and Note 9 for more information regarding this individual.) As of January 31, 2023 and October 31, 2022, Dr. Zamora owed the Company $ 2,250 0 18,000 17,750 5% 2% Accounts Payable and Other Accrued Liabilities The spouse of the Company’s Chief Science Officer, through an entity she controls, leases office and lab space to the Company. As of January 31, 2023 and October 31, 2022, the Company owes this entity $ 0 0 5,645 As of January 31, 2023 and October 31, 2022, the Company owed an entity controlled by Dr. Zamora $ 0 137,953 As of January 31, 2023 and October 31, 2022, the Company owed the former CEO of Fitore $ 53,856 94,559 Convertible Notes, Debt Discount and Accrued Interest On August 1, 2021, in connection with the acquisition of Fitore (Note 4), the Company issued 2021 Series Unsecured Convertible Notes in the amount of $ 1,000,000 5% July 31, 2024 1.00 200,000 four 320,000 331,266 480,000 480,000 6,049 10,081 36,032 29,983 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Jan. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11 SUBSEQUENT EVENTS The Company has evaluated events occurring subsequent to January 31, 2023, through the date of this report. No events have occurred subsequent to January 31, 2023, that require disclosure. |
NATURE OF ORGANIZATION AND SU_2
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The interim consolidated financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures included herein are adequate to make the information presented not misleading. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2022 as filed with the SEC (“Form 10-K”). Unless otherwise noted in this Interim Report, there have been no material changes to the disclosures contained in the notes to the audited financial statements for the year ended October 31, 2022 contained in the Form 10-K. The Consolidated Balance Sheet as of October 31, 2022 was derived from the audited financial statements included in the Form 10-K. In management’s opinion, the unaudited interim Consolidated Balance Sheet, Statements of Operations, Statements of Changes in Shareholders’ Equity, and Statements of Cash Flows, contained herein, reflect all adjustments, consisting solely of normal recurring items, which are necessary for the fair presentation of the Company’s financial position, results of operations and cash flows on a basis consistent with that of the Company’s prior audited consolidated financial statements. The results of operations for the interim periods may not be indicative of results to be expected for the full fiscal year. Certain prior period amounts were reclassified to conform to the current presentation on the Consolidated Financial Statements. |
Basis of Consolidation | Basis of Consolidation The consolidated financial statements include the operations of the Company and its wholly owned subsidiaries, Fitore, Inc. (“Fitore”) and InfiniVive MD, LLC (“InfiniVive”), both acquired effective August 1, 2021 (Note 4). |
Concentrations | Concentrations During the three months ended January 31, 2023 and 2022, 5% 2% 30% 43% 23% 14% 10% 25,000 7% |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheets. |
Use of Estimates | Use of Estimates The preparation of the 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. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. To determine the appropriate amount of revenue to be recognized for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following steps: (i) identify the contract(s) with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on the Company’s consolidated financial statements. For each performance obligation identified in accordance with ASC 606, the Company determines at contract inception whether it satisfies the performance obligation over time (in accordance with paragraphs 606-10-25-27 through 25-29) or satisfies the performance obligation at a point in time (in accordance with paragraph 606-10-25-30). If an entity does not satisfy a performance obligation over time, the performance obligation is satisfied at a point in time. Control is considered transferred over time if any one of the following criteria is met: ● The customer simultaneously receives and consumes the benefits of the asset or service which the entity performs; ● The entity’s performance creates or enhances an asset; or ● The entity’s performance creates or enhances an asset that has no alternative use to the entity and the entity has the right to payment for work completed to date. For certain contracts to which the Company is party, it uses the recognition over time method to recognize revenue. The Company recognizes revenue when performance obligations with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer at the time of the sale. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods and services. The Company’s revenue is primarily derived from the sources listed below: Sale of research and development product Sales of research and development product include the sale of stem cell medium Sale of therapeutic product: Includes cell culture media to be used in therapeutic treatment. Shipping: Includes amounts charged to customers for shipping products. Consulting Revenue: The Company has agreed to assist another party to develop an FDA-approved biological product. Revenues are recognized when certain contractual milestones are achieved. Fitore product sales online: Includes internet sales, via the Fitore Nutrition website, of dietary supplements called Stemulife, Spectrum+, Easy Sleep and Thought Calmer. InfiniVive product sales: InfiniVive, via call-in orders, sells exosomes and daily cosmetic serum Disaggregation of revenue The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 |
Deferred Revenue | Deferred Revenue The Company has recorded deferred revenue in connection with a Joint Operating Agreement (as subsequently amended, the “JOA”) executed between the Company and European Wellness/BIO PEP USA (“BIO PEP”). Under the terms of this JOA, the Company is obligated to use its best efforts to identify, develop and deliver various potential active pharmaceutical ingredients and to oversee the development of a recombinant cell line by a third-party service provider. The Company was also engaged to establish a Quality Management System to be utilized by BIO PEP in their pursuit of FDA authorizations. See “Joint Operating Agreement” below for additional information. The Company records as deferred revenue amounts for which the Company has been paid but for which it has not yet achieved and delivered related milestones or when the level of effort required to complete performance obligations under an arrangement cannot be reasonably estimated under the terms of the related agreement. Deferred revenue is classified as current or long-term based on when management estimates the revenue will be recognized. As of January 31, 2023, the Company has deferred $ 650,000 345,796 The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 During the three months ended January 31, 2023 and 2022, the Company recognized $ 0 500,000 46,750 53,906 |
Accounts Receivable | Accounts Receivable Accounts receivable consists of amounts due from customers. The Company considers accounts more than 30 days old to be past due. The Company uses the allowance method for recognizing bad debts. When an account is deemed uncollectible, it is written off against the allowance. The Company generally does not require collateral for its accounts receivable. As of January 31, 2023 and October 31, 2022, total accounts receivable, including related party accounts receivable of $ 2,250 64,628 73,537 0 2,500 As of January 31, 2023, four customers accounted for 18% 14% 13% 10% 28% 10% 10% |
Basic Loss Per Share | Basic Loss Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Basic net loss per share is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share takes into consideration shares of common stock outstanding (computed under basic income or loss per share) and potentially dilutive shares of common stock that are not anti-dilutive. For the three months ended January 31, 2023 and 2022, the following number of potentially dilutive shares have been excluded from diluted net loss since such inclusion would be anti-dilutive: SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 |
Inventory | Inventory Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. During the three months ended January 31, 2023 and 2022, the Company did not record any impairment expense. |
Recent Accounting Standards | Recent Accounting Standards The Company periodically reviews new accounting standards that are issued and has not identified any new standards that it believes merit further discussion or would have a significant impact on its financial statements. |
NATURE OF ORGANIZATION AND SU_3
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table summarizes the Company’s revenue for the reporting periods, disaggregated by product or service type: SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Three Months Ended Revenues: Research and development products $ 75,643 $ 298,069 AlloRx Stem Cells to Foreign Third-Party Clinics 148,283 155,591 Consulting revenue 25,000 500,000 InfiniVive products 75,050 135,075 Fitore products 20,615 67,621 Total $ 344,591 $ 1,156,356 Revenues $ 344,591 $ 1,156,356 |
SUMMARY OF DEFERRED REVENUES | The table below summarizes Deferred Revenues as of January 31, 2023: SUMMARY OF DEFERRED REVENUES October 31, 2022 Revenue Recognized Revenue Deferred January 31, 2023 Deferred Revenue $ 650,000 $ - $ - $ 650,000 Total $ 650,000 $ - $ - $ 650,000 |
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE | SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE January 31, 2023 January 31, 2022 Stock options outstanding 29,226,000 28,230,000 Shares to be issued in connection with convertible preferred shares - 13,605,900 Shares to be issued in connection with exercise of warrants 12,905,856 13,605,856 Shares to be issued upon conversion of convertible notes payable and accrued interest - 3,007,808 2021 Series Convertible Notes Payable - Related Party – common shares 480,000 800,000 2022 Series Convertible Notes Payable - common shares 200,000 - 2023 Series Convertible Notes Payable - Stock Settlement 318,898 - 2023 Series Convertible Notes Payable - Stock Settled - warrants issuable 79,983 - Total 43,210,737 59,249,564 Anti-dilutive shares 43,210,737 59,249,564 |
SCHEDULE OF INVENTORIES | Inventories, consisting of raw materials and finished goods, are stated at the lower of cost (using the specific identification method) or market. Inventories consisted of the following at the balance sheet dates: SCHEDULE OF INVENTORIES January 31, 2023 October 31, 2022 Raw materials $ 76,513 $ 112,023 Finished goods 187,093 168,115 Total inventory $ 263,606 $ 280,138 |
FAIR VALUE MEASUREMENT (Tables)
FAIR VALUE MEASUREMENT (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES | As of January 31, 2023, the estimated fair values of the Company’s financial liabilities are presented in the following table: SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES January 31, 2023 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability $ 73,162 Total $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS | The following table presents a roll-forward of the fair value of the derivative liabilities associated with the Company’s 2023 Series Convertible Notes Payable - Stock Settled - Derivative/Warrant Liability, categorized as Level 3: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS Three Months Ended Year Ended October 31, 2022 Beginning Balance $ - $ - Additions 73,213 - Total (gains) or losses (realized/unrealized) (51 ) - Included in operations - - Ending Balance $ 73,162 $ - |
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED | The fair value of the warrants granted in connection with the 2023 Series Convertible Notes Payable -Stock Settled during the periods presented was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions: SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED January 31, 2023 October 31, 2022 Risk-free interest rate 3.63 3.72 - Dividend yield 0.00 - Volatility factor 199.89 200.29 - Weighted average expected life 2.5 - |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
SCHEDULE OF PROPERTY AND EQUIPMENT | The following is a summary of property and equipment, less accumulated depreciation at the balance sheet dates: SCHEDULE OF PROPERTY AND EQUIPMENT January 31, 2023 October 31, 2022 Leasehold improvements $ 12,840 $ 12,840 Property and equipment 925,427 925,427 Total cost 938,267 938,267 Less accumulated depreciation (624,691 ) (586,327 ) Net property and equipment $ 313,576 $ 351,940 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL | The following table sets forth the carrying amounts of intangible assets and goodwill including accumulated amortization as of January 31, 2023: SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL Remaining Cost Accumulated Amortization Net Carrying Value Trademarks and tradenames 13.75 $ 693,330 $ (57,777 ) $ 635,553 Patents, know-how and unpatented technology 13.75 710,060 (59,170 ) 650,890 Customer relationships 1.50 114,536 (56,512 ) 58,024 Total 1,517,926 (173,459 ) 1,344,467 Remaining Useful Life Cost Impairment Net Carrying Value Goodwill Indefinite $ 4,523,040 $ (914,091 ) $ 3,608,949 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Lease Obligations | |
SCHEDULE OF BALANCE SHEET RELATED TO LEASES | The following table shows the classification and location of the Company’s leases in the Consolidated Balance Sheets: SCHEDULE OF BALANCE SHEET RELATED TO LEASES Leases Balance Sheet Location January 31, 2023 October 31, 2022 Assets Noncurrent: Operating Right-of-use asset – operating lease $ 264,368 $ 277,381 Finance Property and equipment, net 64,067 74,324 Total Lease Assets $ 328,435 $ 351,705 Liabilities Current: Operating Operating lease liabilities $ 48,754 $ 50,055 Finance Finance lease liabilities 64,208 62,979 Noncurrent: Operating Operating lease liabilities 215,614 227,326 Finance Finance lease liabilities 62,435 78,955 Total Lease Liabilities $ 391,011 $ 419,315 |
SCHEDULE OF OPERATIONS RELATED TO LEASES | The following table shows the classification and location and the Company’s lease costs in the Consolidated Statements of Operations: SCHEDULE OF OPERATIONS RELATED TO LEASES Statements of Operations Three Months Ended January 31, Location 2023 2022 Operating lease expense General and administrative expense $ 51,258 $ 19,351 Finance lease expense: Interest on lease liability Interest expense 2,900 2,491 Total Lease expense $ 54,158 $ 21,842 |
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES | Minimum contractual obligations for the Company’s leases (undiscounted) as of January 31, 2023 were as follows: SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES Operating Finance Fiscal year 2023 $ 50,801 $ 53,676 Fiscal year 2024 67,734 65,387 Fiscal year 2025 67,734 12,803 Fiscal year 2026 67,734 5,150 Fiscal year 2027 67,734 - Thereafter 180,619 - Total Lease Payments $ 502,356 $ 137,016 Less Imputed interest (237,989 ) (10,373 ) Total lease liability $ 264,367 $ 126,643 |
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES | The following table shows the weighted average remaining lease term and the weighted average discount rate for the Company’s leases as of the dates indicated: SCHEDULE OF OTHER INFORMATION RELATED TO LEASES January 31, 2023 January 31, 2022 Operating Leases Finance Leases Operating Leases Finance Leases Weighted-average remaining lease term (in years) 7.3 2.0 8.3 2.7 Weighted-average discount rate (1) 10.00 % 7.61 % 10.00 % 8.11 % (1) The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES | The following table includes other quantitative information for the Company’s leases for the periods indicated: SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES Three Months Ended January 31, 2023 2022 Cash paid for amounts included in measurement of lease liabilities Cash payments for operating leases $ 51,258 $ 19,351 Cash payments for finance leases 15,291 10,992 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Debt Disclosure [Abstract] | |
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS | The table below presents outstanding debt instruments as of January 31, 2023 and October 31, 2022: SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS January 31, 2023 October 31, 2022 Long Term Unsecured 6% note payable – related party $ 767,288 $ 767,288 Unsecured 4% note payable – related party 1,221,958 1,221,958 2021 Series convertible notes – related party 480,000 480,000 2022 Series convertible notes 200,000 200,000 2023 Series convertible notes – stock settled 405,000 - Discount 2023 Series convertible notes (72,555 ) - Total Long-Term Debt $ 3,001,691 $ 2,669,246 |
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS | The table below presents the future maturities of outstanding debt obligations as of January 31, 2023: SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS Fiscal year 2023 $ - Fiscal year 2024 480,000 Fiscal year 2025 - Fiscal year 2026 1,989,246 Fiscal year 2027 200,000 Fiscal year 2028 405,000 Total $ 3,074,246 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Jan. 31, 2023 | |
Equity [Abstract] | |
SCHEDULE OF CUMULATIVE DIVIDENDS | Cumulative dividends earned as of January 31, 2023 and 2022 are set forth in the table below: SCHEDULE OF CUMULATIVE DIVIDENDS Stockholders at Accumulated Balance at October 31, 2021 35 $ 173,496 Issued - 43,300 Balance at January 31, 2022 35 $ 216,796 Balance at October 31, 2022 - $ - Issued - - Balance at January 31, 2023 - $ - |
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION | The table below presents option activity for the three months ended January 31, 2023 and 2022: SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION Number of Shares Weighted Average Exercise Price per Share Weighted Average Remaining Contractual Life (in years) Aggregate intrinsic value Balance at October 31, 2021 28,230,000 $ 0.31 7.56 $ - Options exercised - - - - Options granted - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2022 28,230,000 $ 0.31 7.37 $ 1,395,000 Balance at October 31, 2022 29,226,000 0.32 7.64 19,873,680 Options exercised - - - - Options granted - - - - Options expired - - - - Options forfeited - - - - Balance at January 31, 2023 29,226,000 $ 0.32 7.39 $ 19,873,680 |
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS | A summary of the Company’s common stock underlying the outstanding warrants as of January 31, 2023 and January 31, 2022 is as follows: SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS Underlying Number of Average Weighted Average Life Outstanding – October 31, 2021 13,605,856 $ 0.75 3.48 Warrants A – Granted during the period - - Warrants B – Granted during the period Warrants A – Expired during the period - - Outstanding – January 31, 2022 13,605,856 $ 0.75 3.23 Outstanding at October 31, 2022 13,605,856 0.75 2.48 Warrants A – Granted during the period - - - Warrants B – Granted during the period - - - Warrants A – Expired during the period (700,000 ) 0.50 - Warrants B – Expired during the period - - - Outstanding – January 31, 2023 12,905,856 $ 0.75 2.17 |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 344,591 | $ 1,156,356 |
Research and Development Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 75,643 | 298,069 |
Allo Rx Stem Cells to Foreign Third Party Clinics [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 148,283 | 155,591 |
Consulting Revenue [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 25,000 | 500,000 |
Infini Vive Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | 75,050 | 135,075 |
Fitore Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenues | $ 20,615 | $ 67,621 |
SUMMARY OF DEFERRED REVENUES (D
SUMMARY OF DEFERRED REVENUES (Details) | 3 Months Ended |
Jan. 31, 2023 USD ($) | |
Regulatory Liability [Line Items] | |
Deferred Revenue Beginning | $ 650,000 |
Revenue Recognized | |
Revenue Deferred | |
Deferred Revenue Ending | 650,000 |
Deferred Revenue [Member] | |
Regulatory Liability [Line Items] | |
Deferred Revenue Beginning | 650,000 |
Revenue Recognized | |
Revenue Deferred | |
Deferred Revenue Ending | $ 650,000 |
SCHEDULE OF ANTI-DILUTIVE SECUR
SCHEDULE OF ANTI-DILUTIVE SECURITIES EXCLUDED EARNINGS PER SHARE (Details) - shares | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 43,210,737 | 59,249,564 |
Share-Based Payment Arrangement, Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 29,226,000 | 28,230,000 |
Share Issued in Connection with Convertible Preferred Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 13,605,900 | |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 12,905,856 | 13,605,856 |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 3,007,808 | |
Convertible Notes Payable Related Party Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 480,000 | 800,000 |
Convertible Notes Payable Common Shares [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 200,000 | |
Convertible Notes Payable Stock Settlement [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 318,898 | |
Convertible Notes Payable Stock Settled Warrants Issuable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive shares | 79,983 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 76,513 | $ 112,023 |
Finished goods | 187,093 | 168,115 |
Total inventory | $ 263,606 | $ 280,138 |
NATURE OF ORGANIZATION AND SU_4
NATURE OF ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Product Information [Line Items] | |||
Consulting revenue | $ 344,591 | $ 1,156,356 | |
Deferred revenue | 650,000 | $ 650,000 | |
Prepaid project cost | 345,796 | 217,747 | |
Revenue recognized | 0 | 500,000 | |
Deferred revenue | 650,000 | 650,000 | |
Accounts receivables, related parties | 2,250 | ||
Accounts receivables | 64,628 | 73,537 | |
Allowance for doubtful accounts receivable | 0 | $ 2,500 | |
Selling, General and Administrative Expenses [Member] | Joint Operating Agreement [Member] | |||
Product Information [Line Items] | |||
Deferred revenue | 46,750 | 53,906 | |
Consulting Revenue [Member] | |||
Product Information [Line Items] | |||
Consulting revenue | $ 25,000 | $ 500,000 | |
Total revenue percentage | 7% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 43% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 23% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 14% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10% | 10% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 5% | 2% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Dr Jack Zamora [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 30% | ||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 18% | 28% | |
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 14% | 10% | |
Accounts Receivables [Member] | Customer Concentration Risk [Member] | No Customer [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10% | 10% | |
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 13% | ||
Accounts Receivables [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 10% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Net losses | $ 1,190,125 | $ 361,732 | $ 6,900,000 |
Working capital deficit | $ 38,000 |
SCHEDULE OF FAIR VALUE ON FINAN
SCHEDULE OF FAIR VALUE ON FINANCIAL LIABILITIES (Details) | Jan. 31, 2023 USD ($) |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 73,162 |
2023 Series Convertible Notes Payable [Member] | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | |
Financial liabilities, fair values | $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVATI
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON RECURRING BASIS (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Additions | $ 73,213 | |
Derivative [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Beginning Balance | ||
Additions | 73,213 | |
Total (gains) or losses (realized/unrealized) | (51) | |
Included in operations | ||
Ending Balance | $ 73,162 |
SCHEDULE OF FAIR VALUE DERIVA_2
SCHEDULE OF FAIR VALUE DERIVATIVE LIABILITIES ON WARRANTS GRANTED (Details) - 2023 Series Convertible Notes Payable [Member] | 3 Months Ended | 12 Months Ended |
Jan. 31, 2023 | Oct. 31, 2022 | |
Fair Value, off-Balance-Sheet Risks, Disclosure Information [Line Items] | ||
Risk-free interest rate | 3.63% | |
Risk-free interest rate | 3.72% | |
Risk-free interest rate | ||
Dividend yield | 0% | |
Volatility factor | 199.89% | |
Volatility factor | 200.29% | |
Volatility factor | ||
Weighted average expected life | 2 years 6 months |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
Property, Plant and Equipment [Abstract] | ||
Leasehold improvements | $ 12,840 | $ 12,840 |
Property and equipment | 925,427 | 925,427 |
Total cost | 938,267 | 938,267 |
Less accumulated depreciation | (624,691) | (586,327) |
Net property and equipment | $ 313,576 | $ 351,940 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 38,363 | $ 22,969 |
SCHEDULE OF INTANGIBLE ASSETS A
SCHEDULE OF INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Oct. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost | $ 1,517,926 | |
Accumulated Amortization | (173,459) | |
Net Carrying Value | 1,344,467 | |
Net Carrying Value | $ 3,608,949 | $ 3,608,949 |
Goodwill [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | Indefinite | |
Cost | $ 4,523,040 | |
Impairment | (914,091) | |
Net Carrying Value | $ 3,608,949 | |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 13 years 9 months | |
Cost | $ 693,330 | |
Accumulated Amortization | (57,777) | |
Net Carrying Value | $ 635,553 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 13 years 9 months | |
Cost | $ 710,060 | |
Accumulated Amortization | (59,170) | |
Net Carrying Value | $ 650,890 | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Useful Life | 1 year 6 months | |
Cost | $ 114,536 | |
Accumulated Amortization | (56,512) | |
Net Carrying Value | $ 58,024 |
INTANGIBLE ASSETS (Details Narr
INTANGIBLE ASSETS (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of intangible assets | $ 32,934 | $ 9,544 |
SCHEDULE OF BALANCE SHEET RELAT
SCHEDULE OF BALANCE SHEET RELATED TO LEASES (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
Lease Obligations | ||
Operating | $ 264,368 | $ 277,381 |
Finance | 64,067 | 74,324 |
Total Lease Assets | 328,435 | 351,705 |
Operating | 48,754 | 50,055 |
Finance | 64,208 | 62,979 |
Operating | 215,614 | 227,326 |
Finance | 62,435 | 78,955 |
Total Lease Liabilities | $ 391,011 | $ 419,315 |
SCHEDULE OF OPERATIONS RELATED
SCHEDULE OF OPERATIONS RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Lease Obligations | ||
Operating lease expense | $ 51,258 | $ 19,351 |
Interest on lease liability | 2,900 | 2,491 |
Total Lease expense | $ 54,158 | $ 21,842 |
SCHEDULE OF MINIMUM CONTRACTUAL
SCHEDULE OF MINIMUM CONTRACTUAL OBLIGATIONS OF LEASES (Details) | Jan. 31, 2023 USD ($) |
Lease Obligations | |
Operating lease 2023 | $ 50,801 |
Finance lease 2023 | 53,676 |
Operating lease, 2024 | 67,734 |
Finance lease 2024 | 65,387 |
Operating lease, 2025 | 67,734 |
Finance lease, 2025 | 12,803 |
Operating lease, 2026 | 67,734 |
Finance lease, 2026 | 5,150 |
Operating lease, 2027 | 67,734 |
Finance lease, 2027 | |
Operating lease, thereafter | 180,619 |
Finance lease, thereafter | |
Operating lease, total lease payments | 502,356 |
Finance lease, total lease payments | 137,016 |
Operating lease, less imputed interest | (237,989) |
Finance lease, less imputed interest | (10,373) |
Operating lease, total lease liability | 264,367 |
Finance lease, total lease liability | $ 126,643 |
SCHEDULE OF OTHER INFORMATION R
SCHEDULE OF OTHER INFORMATION RELATED TO LEASES (Details) | Jan. 31, 2023 | Jan. 31, 2022 | |
Lease Obligations | |||
Weighted-average remaining lease term | 7 years 3 months 18 days | 8 years 3 months 18 days | |
Weighted-average remaining lease term, finance leases | 2 years | 2 years 8 months 12 days | |
Weighted-average discount rate, operating lease | [1] | 10% | 10% |
Weighted-average discount rate, finance leases | [1] | 7.61% | 8.11% |
[1]The discount rate used for the operating lease is based on the Company’s incremental borrowing rate at lease commencement and may be adjusted if modification to lease terms or lease reassessments occur. The discount rate used for finance leases is based on the rates implicit in the leases. |
SCHEDULE OF CASHFLOW INFORMATIO
SCHEDULE OF CASHFLOW INFORMATION RELATED TO LEASES (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Lease Obligations | ||
Cash payments for operating leases | $ 51,258 | $ 19,351 |
Cash payments for finance leases | $ 15,291 | $ 10,992 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Lease Obligations | ||
Lessee operating lease renewal term | 5 years | |
Operating lease right-of-use asset | $ 13,013 | $ 14,458 |
SCHEDULE OF OUTSTANDING DEBT IN
SCHEDULE OF OUTSTANDING DEBT INSTRUMENTS (Details) - USD ($) | Jan. 31, 2023 | Oct. 31, 2022 |
Long Term | ||
Unsecured 6% note payable – related party | $ 767,288 | $ 767,288 |
Unsecured 4% note payable – related party | 1,221,958 | 1,221,958 |
2021 Series convertible notes – related party | 480,000 | 480,000 |
2022 Series convertible notes | 200,000 | 200,000 |
2023 Series convertible notes – stock settled | 405,000 | |
Discount 2023 Series convertible notes | (72,555) | |
Total Long-Term Debt | $ 3,001,691 | $ 2,669,246 |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OUTSTANDING DEBT OBLIGATIONS (Details) | Jan. 31, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Fiscal year 2023 | |
Fiscal year 2024 | 480,000 |
Fiscal year 2025 | |
Fiscal year 2026 | 1,989,246 |
Fiscal year 2027 | 200,000 |
Fiscal year 2028 | 405,000 |
Total | $ 3,074,246 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 06, 2023 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Debt Instrument [Line Items] | ||||
Interest expense | $ 39,693 | $ 74,733 | ||
Convertible notes payable | 480,000 | $ 480,000 | ||
Convertible long term notes payable | 200,000 | 200,000 | ||
Accrued | $ 2,006 | 0 | ||
Shares issued, price per share | $ 0.75 | |||
Debt face amount | $ 200,000,000 | |||
Conversion price | $ 0.25 | |||
Conversion price trigger | 0.75 | |||
Exercise price | $ 0.625 | |||
Warrant term | 5 years | |||
Debt percent | 200% | |||
Inception of the stock settled debt | $ 135,000 | |||
Fair value of warrant | 73,213 | |||
Beneficial conversion feature | 135,000 | |||
Warrant liability | 73,213 | |||
Debt discount | $ 208,213 | |||
Effective interest rate | 13% | |||
Accretion expense | $ 658 | |||
Fair value of the warrant liability | 51 | |||
Interest expense | 2,006 | 0 | ||
Purchase Agreement [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible notes | 5,000,000 | |||
Unsecured 6% Note Payable Related Party Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 11,604 | 11,604 | ||
Accrued interest | 103,680 | 92,076 | ||
Unsecured 4% Note Payable Related Party Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 12,320 | 12,321 | ||
Accrued interest | 110,076 | 97,756 | ||
2021 Series Convertible Note Related Party Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 6,049 | 10,081 | ||
Convertible notes payable | 480,000 | 480,000 | ||
Accrued interest | 36,032 | 29,983 | ||
Senior Secured Convertible Note Payable [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 0 | 37,808 | ||
Convertible long term notes payable | 0 | 0 | ||
Accrued | 0 | 0 | ||
2022 Series Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest expense | 1,261 | $ 0 | ||
Accrued interest | $ 4,466 | $ 3,205 | ||
2023 Series Convertible Notes Stock Settled [Member] | ||||
Debt Instrument [Line Items] | ||||
Proceeds from issuance of convertible notes | $ 405,000 | |||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 8% |
SCHEDULE OF CUMULATIVE DIVIDEND
SCHEDULE OF CUMULATIVE DIVIDENDS (Details) - USD ($) | 3 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | |
Equity [Abstract] | ||
Stockholders at period beginning | $ 35 | |
Accumulated dividends beginning | 173,496 | |
Stockholders at period issued | ||
Accumulated dividends issued | 43,300 | |
Stockholders at period ending | 35 | |
Accumulated dividends ending | $ 216,796 |
SCHEDULE OF SHARE BASED COMPENS
SCHEDULE OF SHARE BASED COMPENSATION STOCK OPTION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Equity [Abstract] | ||||
Number of Shares, Beginning | 29,226,000 | 28,230,000 | 28,230,000 | |
Weighted Average Exercise Price per Share, Beginning | $ 0.32 | $ 0.31 | $ 0.31 | |
Weighted average remaining contractual life, ending | 7 years 4 months 20 days | 7 years 4 months 13 days | 7 years 7 months 20 days | 7 years 6 months 21 days |
Aggregate intrinsic value, beginning | $ 19,873,680 | |||
Number of Shares, exercised | ||||
Weighted Average Exercise Price per Share, Exercised | ||||
Number of Shares, granted | ||||
Weighted Average Exercise Price per Share, granted | ||||
Number of Shares, expired | ||||
Weighted Average Exercise Price per Share, Expired | ||||
Number of Shares, forfeited | ||||
Weighted Average Exercise Price per Share, Forfeited | ||||
Number of Shares, Ending | 29,226,000 | 28,230,000 | 29,226,000 | 28,230,000 |
Weighted Average Exercise Price per Share, Ending | $ 0.32 | $ 0.31 | $ 0.32 | $ 0.31 |
Aggregate intrinsic value, ending | $ 19,873,680 | $ 1,395,000 | $ 19,873,680 |
SCHEDULE OF COMMON STOCK UNDERL
SCHEDULE OF COMMON STOCK UNDERLYING OUTSTANDING WARRANTS (Details) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | Oct. 31, 2021 | |
Class of Warrant or Right [Line Items] | ||||
Underlying number of shares beginning | 13,605,856 | 13,605,856 | 13,605,856 | |
Average exercise price beginning | $ 0.75 | $ 0.75 | $ 0.75 | |
Weighted average life ending | 2 years 2 months 1 day | 3 years 2 months 23 days | 2 years 5 months 23 days | 3 years 5 months 23 days |
Underlying number of shares ending | 12,905,856 | 13,605,856 | 13,605,856 | 13,605,856 |
Average exercise price ending | $ 0.75 | $ 0.75 | $ 0.75 | $ 0.75 |
Warrants A [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Underlying number of shares granted | ||||
Average exercise price, granted | ||||
Underlying number of shares expirations | (700,000) | |||
Average exercise price, expired | $ 0.50 | |||
Warrants B [Member] | ||||
Class of Warrant or Right [Line Items] | ||||
Underlying number of shares granted | ||||
Average exercise price, granted | ||||
Underlying number of shares expirations | ||||
Average exercise price, expired |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 | |
Dividend per share | $ 0.25 | ||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.001 | $ 0.001 | |
Common stock, shares issued | 115,160,180 | 115,160,180 | |
Common stock, shares outstanding | 115,160,180 | 115,160,180 | |
Stock based compensation expense | $ 122,562 | $ 242,505 | |
Share based compensation options, exercisable | 19,977,993 | 19,101,327 | |
Unrecognized compensation expense | $ 4,693,311 | $ 5,086,039 | |
Series A Preferred Stock [Member] | |||
Class of Stock [Line Items] | |||
Preferred stock, shares authorized | 250,000 | 250,000 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Preferred stock, dividend percentage | 8% | 8% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 3 Months Ended | |||||||
Jul. 06, 2022 | Dec. 01, 2021 | Oct. 01, 2021 | Aug. 01, 2021 | Dec. 08, 2020 | Dec. 01, 2020 | Jan. 31, 2023 | Jan. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Common stock purchase options exercise price | ||||||||
Christopher Furman [Member] | Employment Agreements [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Base salary | $ 400,000 | |||||||
Annual bonus percentage | 100% | |||||||
Common stock purchase options | 5,000,000 | |||||||
Common stock purchase options exercise price | $ 0.50 | |||||||
Share based compensation, options vested | 1,000,000 | |||||||
John Evans [Member] | Consulting Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Agreement term | 4 years | |||||||
Officers compensation | $ 200,000 | |||||||
Salaries wages and officers compensation increased | 250,000 | |||||||
Proceeds from estimated financing related party | $ 10,000,000 | |||||||
Tiana States [Member] | New Employment Agreements [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Base salary | $ 125,000 | |||||||
Annual bonus percentage | 50% | |||||||
Agreement term | 5 years | |||||||
Salaries wages and officers compensation increased | $ 200,000 | |||||||
James Musick [Member] | Musick Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Base salary | $ 150,000 | |||||||
Annual bonus percentage | 100% | |||||||
Agreement term | 5 years | |||||||
Jack Zamora [Member] | New Employment Agreements [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Agreement term | 5 years | |||||||
Nathan Haas [Member] | CFO Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Base salary | $ 175,000 | |||||||
Annual bonus percentage | 100% | |||||||
Agreement term | 5 years | |||||||
Tanner Haas [Member] | Tanner Haas Agreement [Member] | ||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||||||
Base salary | $ 135,000 | |||||||
Annual bonus percentage | 100% | |||||||
Agreement term | 5 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Apr. 15, 2022 | Oct. 22, 2021 | Aug. 01, 2021 | Jan. 31, 2023 | Jan. 31, 2022 | Oct. 31, 2022 | |
Product sales | $ 344,031 | $ 1,156,356 | ||||
Total product sales percentage | 5% | 2% | ||||
Rent | $ 0 | $ 0 | ||||
Rental rates | 5,645 | |||||
Goods and services paid | 66,511 | $ 157,847 | ||||
Severance pay and related taxes | 53,856 | 94,559 | ||||
Debt interest percentage | 5% | |||||
Debt maturity date | Jul. 31, 2024 | |||||
Conversion price per share | $ 1 | |||||
Convertible notes payable | 480,000 | 480,000 | ||||
Interest expense related party | 2,006 | 0 | ||||
Common Stock [Member] | ||||||
Debt conversion amount | $ 320,000 | |||||
Debt conversion into shares | 331,266 | |||||
Series A Preferred Stock [Member] | ||||||
Debt conversion amount | $ 200,000 | |||||
Debt conversion into shares | 4 | |||||
Fitore Inc [Member] | ||||||
Unsecured convertible notes | $ 1,000,000 | |||||
Interest expense related party | 6,049 | 10,081 | ||||
Accrued interest | 36,032 | 29,983 | ||||
Product Sales Related Parties [Member] | ||||||
Product sales | 18,000 | 17,750 | ||||
Jack Zamora [Member] | ||||||
Due from related parties, current | 2,250 | 0 | ||||
Goods and services paid | 0 | $ 137,953 | ||||
Jack Zamora [Member] | Product Sales Related Parties [Member] | ||||||
Product sales | $ 18,000 | $ 17,750 |