Document and Entity Information
Document and Entity Information | 6 Months Ended |
Apr. 30, 2021 | |
Document And Entity Information | |
Entity Registrant Name | Organicell Regenerative Medicine, Inc. |
Entity Central Index Key | 0001557376 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Emerging Growth Company | false |
Entity Small Business | true |
Entity Incorporation, State or Country Code | NV |
CONSOLIDATED BALANCE SHEETS (U
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Current Assets | |||
Cash | $ 195,915 | $ 590,797 | $ 132,557 |
Accounts receivable, net of allowance for bad debts | 78,175 | 29,385 | 26,031 |
Prepaid expenses | 126,331 | 78,790 | 121,394 |
Inventories | 153,961 | 146,811 | 77,963 |
Total Current Assets | 554,382 | 845,783 | 357,945 |
Property and equipment, net | 386,642 | 365,234 | 263,315 |
Other assets - right of use | 319,461 | 105,355 | 22,813 |
Security deposits | 47,682 | 17,800 | 5,000 |
TOTAL ASSETS | 1,308,167 | 1,334,172 | 649,073 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,598,028 | 765,652 | 552,426 |
Accrued liabilities to management | 1,271,042 | 1,156,295 | 631,809 |
Notes payable | 4,392 | 6,949 | 212,438 |
Advances from affiliate | 220,897 | 220,897 | 220,897 |
Finance lease obligations | 56,002 | 50,843 | 72,208 |
Operating lease obligations | 112,349 | 38,037 | 22,813 |
Convertible debentures | 144,000 | 175,000 | 220,000 |
Liabilities attributable to discontinued operations | 125,851 | 125,851 | 125,851 |
Total Current Liabilities | 3,532,561 | 2,539,524 | 2,058,442 |
Long term finance lease obligations | 86,946 | 119,146 | 153,180 |
Long term operating lease obligations | 207,113 | 67,318 | 0 |
Total Liabilities | 3,826,620 | 2,725,988 | |
Commitments and contingencies | |||
Stockholders' Deficit | |||
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 1,095,469,695 and 939,942,783 shares issued and outstanding, respectively | 1,095,470 | 939,943 | 502,937 |
Additional paid-in capital | 35,643,766 | 26,536,430 | 14,219,736 |
Accumulated deficit | (39,257,689) | (28,868,189) | (16,285,222) |
Total Stockholders' Deficit | (2,518,453) | (1,391,816) | (1,562,549) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 1,308,167 | $ 1,334,172 | $ 649,073 |
CONSOLIDATED BALANCE SHEETS _2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 |
Common stock, shares issued | 1,095,469,695 | 939,942,783 | 502,936,805 |
Common stock, shares outstanding | 1,095,469,695 | 939,942,783 | 502,936,805 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 2,563,516 | $ 1,305,178 | $ 3,055,776 | $ 1,702,271 |
Cost of revenues | 304,492 | 196,998 | 398,606 | 300,837 |
Gross profit | 2,259,024 | 1,108,180 | 2,657,170 | 1,401,434 |
General and administrative expenses | 12,657,788 | 3,152,843 | 15,095,111 | 3,177,924 |
Loss from operations | (10,398,764) | (2,044,663) | (12,437,941) | (1,776,490) |
Other income (expense) | ||||
Interest expense | (12,311) | (131,798) | (177,744) | (46,600) |
Other | 21,575 | 17,057 | 32,717 | 84,791 |
Loss before income taxes | (10,389,500) | (2,159,404) | (12,582,967) | (1,738,299) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (10,389,500) | (2,159,404) | (12,582,967) | (1,738,299) |
Net loss attributable to the non-controlling interest | 0 | (978) | ||
Net loss attributable to Organicell Regenerative Medicine, Inc. | $ (10,389,500) | $ (2,159,404) | $ (12,582,967) | $ (1,737,321) |
Net loss per common share - basic and diluted | $ (0.01) | $ 0 | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 1,009,097,162 | 531,004,464 | 670,817,666 | 466,984,320 |
CONSOLIDATED CHANGES TO STOCKHO
CONSOLIDATED CHANGES TO STOCKHOLDERS' DEFICIT (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total Stockholders' Deficit Attributable To Organicell | Noncontrolling Interest | Total |
Balance at beginning, value at Oct. 31, 2018 | $ 436,490 | $ 12,853,608 | $ (14,547,901) | $ (1,257,803) | $ 42,977 | $ (1,214,826) |
Balance at beginning, shares at Oct. 31, 2018 | 436,490,110 | |||||
Sale of common stock, value | $ 20,352 | 439,148 | 459,500 | 459,500 | ||
Sale of common stock, shares | 20,352,000 | |||||
Exchange of debt obligations, value | $ 7,620 | 196,044 | 203,664 | 203,664 | ||
Exchange of debt obligations, shares | 7,619,695 | |||||
Stock-based compensation, value | $ 31,675 | 695,737 | 727,412 | 727,412 | ||
Stock-based compensation, shares | 31,675,000 | |||||
Acquisition of non-controlling interest, value | $ 6,800 | 35,199 | 41,999 | (41,999) | ||
Acquisition of non-controlling interest, shares | 6,800,000 | |||||
Net loss | (1,737,321) | (1,737,321) | (978) | (1,738,299) | ||
Balance at end, value at Oct. 31, 2019 | $ 502,937 | 14,219,736 | (16,285,222) | (1,562,549) | (1,562,549) | |
Balance at end, shares at Oct. 31, 2019 | 502,936,805 | |||||
Sale of common stock, value | $ 25,300 | 480,700 | 506,000 | |||
Sale of common stock, shares | 25,300,000 | |||||
Conversion of debt and accrued interest, value | $ 40,000 | 559,400 | 599,400 | |||
Conversion of debt and accrued interest, shares | 40,000,000 | |||||
Stock-based compensation, value | $ 25,262 | 767,274 | 792,536 | |||
Stock-based compensation, shares | 25,261,808 | |||||
Net loss | (2,159,404) | (2,159,404) | ||||
Balance at end, value at Apr. 30, 2020 | $ 593,499 | 16,027,110 | (18,444,626) | (1,824,017) | ||
Balance at end, shares at Apr. 30, 2020 | 593,498,613 | |||||
Balance at beginning, value at Oct. 31, 2019 | $ 502,937 | 14,219,736 | (16,285,222) | (1,562,549) | (1,562,549) | |
Balance at beginning, shares at Oct. 31, 2019 | 502,936,805 | |||||
Sale of common stock, value | $ 65,454 | 2,129,867 | 2,195,321 | 2,195,321 | ||
Sale of common stock, shares | 65,454,170 | |||||
Conversion of debt and accrued interest, value | $ 40,000 | 559,400 | 599,400 | 599,400 | ||
Conversion of debt and accrued interest, shares | 40,000,000 | |||||
Exchange of debt obligations, value | $ 160 | 44,320 | 44,480 | 44,480 | ||
Exchange of debt obligations, shares | 160,000 | |||||
Stock-based compensation, value | $ 331,392 | 9,583,107 | 9,914,499 | 9,914,499 | ||
Stock-based compensation, shares | 331,391,808 | |||||
Net loss | (12,582,967) | (12,582,967) | (12,582,967) | |||
Balance at end, value at Oct. 31, 2020 | $ 939,943 | 26,536,430 | (28,868,189) | $ (1,391,816) | (1,391,816) | |
Balance at end, shares at Oct. 31, 2020 | 939,942,783 | |||||
Sale of common stock, value | $ 28,597 | 1,301,403 | 1,330,000 | |||
Sale of common stock, shares | 28,596,912 | |||||
Exchange of debt obligations, value | $ 500 | 81,750 | 82,250 | |||
Exchange of debt obligations, shares | 500,000 | |||||
Stock-based compensation, value | $ 126,430 | 7,724,183 | 7,850,613 | |||
Stock-based compensation, shares | 126,430,000 | |||||
Net loss | (10,389,500) | (10,389,500) | ||||
Balance at end, value at Apr. 30, 2021 | $ 1,095,470 | $ 35,643,766 | $ (39,257,689) | $ (2,518,453) | ||
Balance at end, shares at Apr. 30, 2021 | 1,095,469,695 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (10,389,500) | $ (2,159,404) | $ (12,582,967) | $ (1,738,299) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 24,856 | 15,159 | 36,775 | 14,794 |
Interest expense on conversion of Funding Facility | 0 | 94,170 | ||
Bad debt expense | 0 | 0 | 340 | 10,635 |
Interest expense on conversion of debt | 118,350 | 0 | ||
Stock-based compensation | 7,850,613 | 792,536 | 9,914,499 | 727,412 |
Interest payment in kind | 0 | 13,668 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net of allowance for bad debts | (48,791) | (11,892) | (3,690) | 11,359 |
Prepaid expenses | (47,541) | 80,069 | 42,604 | (106,173) |
Inventories | (7,150) | (83,820) | (68,848) | (77,963) |
Accounts payable and accrued expenses | 914,628 | 299,573 | 218,755 | 75,589 |
Accrued liabilities to management | 114,747 | 317,226 | 524,483 | 525,044 |
Security deposits | (29,882) | 0 | (12,800) | 0 |
Deferred revenue | 0 | (21,520) | ||
Net cash used in operating activities | (1,618,020) | (656,383) | (1,812,499) | (565,454) |
CASH FLOWS FROM INVESTING | ||||
Purchase of fixed assets | (46,264) | (43,233) | (138,694) | (32,736) |
Net cash used in investing activities | (46,264) | (43,233) | (138,694) | (32,736) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from issuance of notes payable | 400,000 | 400,000 | 255,000 | |
Payments on finance lease | (27,041) | (36,554) | (55,399) | (14,207) |
Repayments of notes payable | (33,557) | (48,210) | (130,489) | (12,562) |
Proceeds from sale of common stock and warrants | 1,330,000 | 506,000 | 2,195,321 | 459,500 |
Net cash provided by financing activities | 1,269,402 | 821,236 | 2,409,433 | 687,731 |
Increase in cash | (394,882) | 121,620 | 458,240 | 89,541 |
Cash at beginning of year | 590,797 | 132,557 | 132,557 | 43,016 |
Cash at end of year | 195,915 | 254,177 | 590,797 | 132,557 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for taxes | 0 | 0 | 0 | 0 |
Cash paid for interest | 15,614 | 39,568 | 56,877 | 20,165 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||
Exchange of accounts payable interest into common stock | 82,250 | 0 | ||
Finance lease obligations | 0 | 239,595 | ||
Operating lease - right of use assets | 235,313 | 0 | 117,659 | 55,777 |
Conversion of debt and accrued interest into common stock | $ 0 | $ 599,400 | $ 643,880 | $ 203,668 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
ORGANIZATION AND DESCRIPTION OF BUSINESS | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organicell Regenerative Medicine, Inc. (formerly Biotech Products Services and Research, Inc.) (“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada. The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and to provide other related services. Our proprietary products are derived from perinatal sources and are principally used in the health care industry administered through doctors and clinics (collectively, the “Providers”). On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc. to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”). The Name Change has not yet been effectuated in the marketplace by the Financial Industry Regulatory Agency (“FINRA”). For the six months ended April 30, 2021, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation (“General Surgical”) and wholly owned subsidiary, with a business purpose to sell therapeutic products to Providers. During November 2020, the Company formed Livin Again Inc. (“Livin”), a wholly owned subsidiary of the Company for the purpose of among other things, providing independent education, advertising and marketing services, (“Marketing Services”) to providers that provide medical and other healthcare, anti-aging and regenerative services (“Regenerative Services”) including FDA-approved IV vitamin and mineral liquid infusions (“IV Drip Therapies”). As of April 30, 2021, Livin did not have any significant activity. | NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS Organicell Regenerative Medicine, Inc. (formerly Biotech Products Services and Research, Inc.) (“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada. The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and to provide other related services. Our proprietary products are derived from perinatal sources and are principally used in the health care industry administered through doctors and clinics (collectively, the “Providers”). On May 21, 2018, the Company filed a Certificate of Amendment with the Secretary of State of Nevada to change the Company’s name from Biotech Products Services and Research, Inc. to Organicell Regenerative Medicine, Inc., effective June 20, 2018 (the “Name Change”). As discussed in Note 12, the Name Change has not yet been effectuated in the marketplace by the Financial Industry Regulatory Agency (“FINRA”). For the year ended October 31, 2020, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation (“General Surgical”) and wholly owned subsidiary, with a business purpose to sell therapeutic products to Providers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2020 filed with the Securities and Exchange Commission. Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At April 30, 2021, the Company did not hold cash balances in any financial institution in excess of FDIC insurance coverage limits. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the three months and six months ended April 30, 2021 and 2020, the Company did not record any bad debt expense. Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At April 30, 2021, the Company determined that there were not any reserves required in connection with our finished goods. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company applied the new standard using a modified retrospective approach. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At April 30, 2021, the Company had 9,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2021. At April 30, 2020, the Company had 7,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2020. Stock-Based Compensation All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the option or warrant. Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $234,300 and $33,600 for the three months ended April 30, 2021 and 2020, respectively. Our research and development expenses were approximately $896,200 and $105,800 for the six months ended April 30, 2021 and 2020, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials. Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months and six months ended April 30, 2021 and 2020 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during that period. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months and six months ended April 30, 2021 and 2020. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 2,500,000,000 authorized shares of common stock of which 1,102,436,005 shares are issued and outstanding as of June 1, 2021. The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees. Currently the amount of authorized shares is sufficient to provide for the additional shares that the Company may be contingently obligated to issue under existing arrangements. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at April 30, 2021 and October 31, 2020 that qualify as derivatives. Operating and Finance Lease Obligations Effective November 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), that requires organizations that lease assets to recognize assets and liabilities on the balance sheet and provide updated disclosures related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The Company adopted the new standard using a modified retrospective approach. The modified retrospective approach included a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified. Under the provisions of ASC 842, the Company is required to recognize a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized. Subsequent Events The Company has evaluated subsequent events that occurred after April 30, 2021 through the financial statement issuance date for subsequent event disclosure consideration. | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Reclassifications The advances from affiliates previously included in accrued liabilities to management at October 31, 2019 have been reclassified to conform with the current financial statement presentation. Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At October 31, 2020, the Company held cash balances in one financial institution in excess of FDIC insurance coverage limits. During the fiscal year ended October 31, 2020, the Company did not have any customer that accounted for more than 10% of the total revenues for the year ended October 31, 2020. During the fiscal year ended October 31, 2019, the Company had one customer that accounted for approximately $206,400 of revenues (12.2%). No other customer accounted for more than 10% of the total revenues for the year ended October 31, 2019. During the fiscal year ended October 31, 2020, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $179,000 and $30,000 or 85.6% and 14.4%, respectively, of the total amount of tissue raw material purchased during that period. During the period November 1, 2018 through April 30, 2019, the Company purchased finished goods inventory that was sold to customers from two suppliers, of which each accounted for approximately $29,000 and $65,000 or 31.0% and 69.0%, respectively, of the total amount of finished goods inventory purchased during that period. During the May 1, 2019 through October 31, 2019, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $61,000 and $47,500 or 56.0% and 44.0%, respectively, of the total amount of tissue raw material purchased during that period. The Company’s sales and supply agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability of raw materials and/or products from other suppliers. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the year ended October 31, 2020 and 2019, the Company recorded bad debt expense of $340 and $10,635, respectively. Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. We provide reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At October 31, 2020, we determined that there were not any reserves required in connection with our finished goods. Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company applied the new standard using a modified retrospective approach. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery. Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. At October 31, 2020, the Company had 9,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2020. At October 31, 2019, the Company had 4,529,371 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2019. Stock-Based Compensation All stock-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the option or warrant. Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were $233,526 and $54,863 for the years ended October 31, 2020 and 2019, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials. Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the years ended October 31, 2020 and 2019 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance for the years ended October 31, 2020 and 2019. Since January 1, 2018, the nominal corporate tax rate in the United States of America is 21 percent due to the passage of the "Tax Cuts and Jobs Act" on December 20, 2017 by the US Senate and House of Representatives. Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 1,500,000,000 authorized shares of common stock of which 992,207,783 shares are issued and outstanding. As described in Note 10, the Company approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized shares of common stock from 1,500,000,000 to 2,500,000,000 (“Amendment”). The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees. Upon the effectiveness of the Amendment referred to above, expected to be February 9, 2021, the Company will have a sufficient amount of authorized shares to meet all contingently obligated issuances of common stock under existing arrangements. Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at October 31, 2020 and October 31, 2019 that qualify as derivatives. Operating and Finance Lease Obligations Effective November 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), that requires organizations that lease assets to recognize assets and liabilities on the balance sheet and provide updated disclosures related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The Company adopted the new standard using a modified retrospective approach. The modified retrospective approach included a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to classify for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified. Under the provisions of ASC 842, the Company is required to recognize a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized. The adoption of ASC 842 resulted in the Company retrospectively recording a ROU asset and corresponding operating lease obligation of $55,777 on November 1, 2018. Subsequent Events The Company has evaluated subsequent events that occurred after October 31, 2020 through the financial statement issuance date for subsequent event disclosure consideration. |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 3 – GOING CONCERN The unaudited accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred operating losses of $10,398,764 for the six months ended April 30, 2021. In addition, the Company had an accumulated deficit of $39,257,689 at April 30, 2021. The Company had a negative working capital position of $2,978,179 at April 30, 2021. New United States Food and Drug Administration (“FDA”) regulations which were announced in November 2017 and which became effective beginning in May 2021 (postponed from November 2020 due to the COVID -19 pandemic) require that the sale of products that fall under Section 351 of the Public Health Services Act pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products (“HCT/Ps”) can only be sold pursuant to an approved biologics license application (“BLA”). The Company has not obtained any opinion or ruling regarding the Company’s operations and whether the processing, sales and distribution of the products it currently produces would be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s. In addition to the above, the outbreak of the novel coronavirus (“COVID-19”) during March 2020 and the resulting adverse public health developments and economic effects to the United States business environments have adversely affected the demand for our products and services by our customers and from patients of our customers as a result of quarantines, facility closures and social distancing measures put into effect in connection with the COVID-19 outbreak and which currently still continue to have a negative impact to our business and the economy. As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the Company’s ability to process, sell and distribute the products currently being produced or developed in the future are not restricted, (b) the United States economy resumes to pre-COVID-19 conditions and/or (c) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and research and development costs related to development of new products and to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all. In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines, (2) the effects of the COVID-19 crisis resume to pre-COVID-19 market conditions, (3) the Company will be able to establish a stabilized source of revenues, including efforts to expand sales internationally and the development of new product offerings and/or designations of products, (4) obligations to the Company’s creditors are not accelerated, (5) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations, (6) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and ongoing safety and efficacy of its products, and/or (7) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance as to when the adverse impact to the United States and worldwide economies resulting from the COVID-19 outbreak will be eliminated, if at all, and whether any new or recurring pandemic outbreaks will occur again in the future causing similar or worse devastating impact to the United States and worldwide economies and our business. In addition, there is no assurance that the products we currently produce will not be subject to the FDA’s previously announced intended enforcement policies regarding HCT/P’s and/or the Company will be able to complete its revenue growth strategy. There is no assurance that the Company’s research and development activities will be successful or that the Company will be able to timely fund the required costs of those activities. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. As described above, the COVID-19 crisis has significantly impaired the Company and the overall Unites States and World economies. If revenues do not increase and stabilize, if the COVID-19 crisis is not satisfactorily managed and/or resolved, if the Company’s ability to process, sell and/or distribute the products currently being produced or developed in the future are restricted, and/or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws. As of April 30, 2021, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. | NOTE 3 – GOING CONCERN The accompanying consolidated financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has had limited revenues since its inception. The Company incurred operating losses of $12,437,941 for the year ended October 31, 2020. In addition, the Company had an accumulated deficit of $28,868,189 at October 31, 2020. The Company had a negative working capital position of $1,693,741 at October 31, 2020. In addition to the above, the outbreak of the novel coronavirus (“COVID-19”) during March 2020 and the resulting adverse public health developments and economic effects to the United States business environments have adversely affected the demand for our products and services by our customers and from patients of our customers as a result of quarantines, facility closures and social distancing measures put into effect in connection with the COVID-19 outbreak and which currently still continue to have a negative impact to our business and the economy. These restrictions have adversely affected the Company’s sales, results of operations and financial condition. In response to the COVID-19 outbreak, the Company (a) has accelerated its research and development activities, (b) is seeking to raise additional debt and/or equity financing to support working capital requirements, and (c) continues to take steps to stabilize and increase revenues from the sale of its products. As a result of the above, the Company’s efforts to establish a stabilized source of sufficient revenues to cover operating costs has yet to be achieved and ultimately may prove to be unsuccessful unless (a) the United States economy resumes to pre-COVID-19 conditions and (b) additional sources of working capital through operations or debt and/or equity financings are realized. These financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management anticipates that the Company will remain dependent, for the near future, on additional investment capital to fund ongoing operating expenses and the costs to perform required clinical studies in connection with the sale of its products. The Company does not have any assets to pledge for the purpose of borrowing additional capital. In addition, the Company relies on its ability to produce and sell products it manufactures that are subject to changing technology and regulations that it currently sells and distributes to its customers. The Company’s current market capitalization, common stock liquidity and available authorized shares may hinder its ability to raise equity proceeds. The Company anticipates that future sources of funding, if any, will therefore be costly and dilutive, if available at all. In view of the matters described in the preceding paragraphs, recoverability of the recorded asset amounts shown in the accompanying consolidated balance sheet assumes that (1) the effects of the COVID-19 crisis resume to pre-COVID-19 market conditions, (2) the Company will be able to establish a stabilized source of revenues, (3) obligations to the Company’s creditors are not accelerated, (4) the Company’s operating expenses remain at current levels and/or the Company is successful in restructuring and/or deferring ongoing obligations, (5) the Company is able to continue to produce products or obtain products under supply arrangements which are in compliance with current and future regulatory guidelines, (6) the Company is able to continue its research and development activities, particularly in regards to remaining compliant with the FDA and the safety and efficacy of its products, and (7) the Company obtains additional working capital to meet its contractual commitments and maintain the current level of Company operations through debt or equity sources. There is no assurance as to when the adverse impact to the United States and worldwide economies resulting from the COVID-19 outbreak will be eliminated, if at all, and whether any new or recurring pandemic outbreaks will occur again in the future causing similar or worse devastating impact to the United States and worldwide economies and our business. In addition, there is no assurance that the Company will be able to complete its revenue growth strategy, its expected required research and development activities or otherwise obtain sufficient working capital to cover ongoing cash requirements. Without sufficient cash reserves, the Company’s ability to pursue growth objectives will be adversely impacted. Furthermore, despite significant effort since July 2015, the Company has thus far been unsuccessful in achieving a stabilized source of revenues. As described above, the COVID-19 crisis has significantly impaired the Company and the overall Unites States and World economies. If revenues do not increase and stabilize, if the COVID-19 crisis is not satisfactorily managed and/or resolved or if additional funds cannot otherwise be raised, the Company might be required to seek other alternatives which could include the sale of assets, closure of operations and/or protection under the U.S. bankruptcy laws. As of October 31, 2020, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. |
INVENTORIES
INVENTORIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 4 – INVENTORIES April 30, October 31, Raw materials and supplies $ 34,117 $ 26,199 Finished goods 119,844 120,612 Total inventories $ 153,961 $ 146,811 | NOTE 4 – INVENTORIES October 31, October 31, Raw materials and supplies $ 26,199 $ 5,123 Finished goods 120,612 72,840 Total inventories $ 146,811 $ 77,963 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 5 - PROPERTY AND EQUIPMENT April 30, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 217,694 171,430 465,942 419,678 Less: accumulated depreciation (79,300 ) (54,444 ) Total property and equipment, net $ 386,642 $ 365,234 During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes. Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00. As a result, the lease agreement is being accounted for as a finance lease obligation. The annual interest rate charged in connection with the lease is 4.5%. The leased equipment is being depreciated over their estimated useful lives of 15 years. Depreciation expense totaled $12,665 and $8,725 for the three months ended April 30, 2021 and 2020, respectively. Depreciation expense totaled $24,856 and $15,159 for the six months ended April 30, 2021 and 2020, respectively. | NOTE 5 - PROPERTY AND EQUIPMENT October 31, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 171,430 32,736 419,678 280,984 Less: accumulated depreciation (54,444 ) (17,669 ) Total property and equipment, net $ 365,234 $ 263,315 During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes. Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00. As a result, the lease agreement is being accounted for as a finance lease obligation. The annual interest rate charged in connection with the lease is 4.5%. The leased equipment is being depreciated over their estimated useful lives of 15 years. Depreciation expense totaled $36,775 and $14,794 for the years ended October 31, 2020 and 2019, respectively. |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Leases [Abstract] | ||
LEASE OBLIGATIONS | NOTE 6 – LEASE OBLIGATIONS Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes. Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00. As a result, the lease agreement is being accounted for as a finance lease obligation. The annual interest rate charged in connection with the lease is 4.5%. The leased equipment are being depreciated over their estimated useful lives of 15 years. Operating Lease Obligations: Administrative Office The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. During July 2020, the Company entered into an extension of the operating lease agreement. The lease term is for an additional 36 months beginning July 1, 2020 and expiring June 30, 2023, with a monthly rental rate of $3,500. On July 1, 2020, in connection with the adoption of ASC 842, the Company recorded a ROU asset and corresponding operating lease obligation of $117,659 (present value of the associated leased payments based on an assumed borrowing rate of 4.5%). Lease expense for the three months ended April 30, 2021 and 2020 was $9,350 and $8,571, respectively. Lease expense for the six months ended April 30, 2021 and 2020 was $18,700 and $17,046, respectively. Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The lease expires on September 30, 2021 and does not provide for any renewal terms. Under the terms of the lease, the Company is required to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease agreement. Laboratory Facilities: In connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative office facility. Monthly lease payments are approximately $5,200 plus administrative fees and taxes. In connection with the Miami Lab Lease, the Company was required to post a security deposit of $6,332. From November 2020 through April 30, 2021, the Company entered into an additional month to month lease agreement in the same facility as the Miami Lab Lease for an additional 390 square foot laboratory. Monthly lease payments were approximately $4,400 plus administrative fees and taxes. During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”). The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location. The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default. Rental expense is $6,600 per month and provides for annual increases of 3% or the Denver Aurora Metropolitan CPI index, whichever is greater. In connection with the Basalt Lab Lease, the Company was required to post a security deposit of $13,600. The Company is currently constructing the laboratory and office build-out at an estimated cost of $240,000. The Company expects the construction to be completed during the fiscal year ended October 31, 2021. The Company has recorded a ROU asset and corresponding operating lease obligation of $235,313 (present value of the associated leased payments based on an assumed borrowing rate of 4.5%). | NOTE 6 – LEASE OBLIGATIONS 2019 Lab Facility: In connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative office facility. Monthly lease payments are approximately $5,200 plus administrative fees and taxes. In connection with the Miami Lab Lease, the Company was required to post a security deposit of $6,332. During November 2020, the Company entered into an additional month to month lease agreement in the same facility as the Miami Lab Lease for an additional 390 square foot laboratory. Monthly lease payments are approximately $4,400 plus administrative fees and taxes. Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $239,595. Under the terms of the lease agreement, the Company is required to make 60 equal monthly payments of $4,513 plus applicable sales taxes. Under the Lease Agreement, the Company has the right to acquire all of the leased equipment for $1.00. As a result, the lease agreement is being accounted for as a finance lease obligation. The annual interest rate charged in connection with the lease is 4.5%. The leased equipment are being depreciated over their estimated useful lives of 15 years. The minimum lease payments pursuant to the Finance Lease are as follows: Minimum Year Ended October 31, Rent 2021 $ 58,669 2022 54,156 2023 54,156 2024 18,052 Total undiscounted finance lease payments 185,033 Less: imputed interest (15,044 ) Present value of finance lease liabilities $ 169,989 Operating Lease Obligations: Administrative Office The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. The monthly rental rate is $2,900. On November 1, 2018, in connection with the adoption of ASC 842, the Company recorded a ROU asset and corresponding operating lease obligation of $55,777. During July 2020, the Company entered into an extension of the operating lease agreement. The lease term is for an additional 36 months beginning July 1, 2020, with a monthly rental rate of $3,500. The present value of the associated leased payments based on an assumed borrowing rate of 4.5% was $117,659. Lease expense for the years ended October 31, 2020 and 2019 was $35,117 and $32,964, respectively. The minimum lease payments pursuant to the office lease are as follows: Minimum Year Ended October 31, Rent 2021 $ 42,000 2022 42,000 2023 28,000 Total undiscounted operating lease payments 112,000 Less: imputed interest (6,645 ) Present value of operating lease liabilities $ 105,355 Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The lease expires on September 30, 2021 and does not provide for any renewal terms. Under the terms of the lease. The Company is required to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease agreement. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | NOTE 7 – RELATED PARTY TRANSACTIONS On February 26, 2020, April 25, 2020 and June 29, 2020, Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s employment agreements were amended. See Note 12 for a more detailed description of the executive employment agreements and the respective amendments referred to above. During April 2020, June 2020, August 2020, September 2020, February 2021 and April 2021, each of the current executives of the Company, Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell and Dr. George Shapiro (“Current Executives”) were granted rights under the Management and Consultant Performance Plan (“MCPP”) to receive common stock of the Company based on the achievement of certain defined milestones. In addition, during June 2020, each of the current non-executive members of the Board were granted rights under the MCPP to receive common stock of the Company based on the achievement of certain defined milestones (see Note 10). The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. During July 2020, the term of the lease was been extended through June 2023. Beginning July 2020, the monthly rent increased from $2,900 to $3,500. The Company paid a security deposit of $5,000. Total rent expense for the three months and six months ended April 30, 2021 was $10,500 and $21,000, respectively. Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The lease expires on September 30, 2021 and does not provide for any renewal terms. Under the terms of the lease. The Company is required to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease agreement. Total rent expense for the three months and six months ended April 30, 2021 was $19,500 and $39,000, respectively. In connection with Mr. Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr. Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $7,454 and $15,724 for the three months and six months ended April 30, 2021. For the three months and six months ended April 30, 2021, the Company sold a total of $158,000 and $491,760, respectively, of product to a management services organization (MSO) that provides administrative services and contracts for medical supplies for several medical practices, including $19,070 and $73,050 for the three months and six months ended April 30, 2021, respectively, of products purchased from the Company that were attributable to the medical practice owned by one of our board of director members. The board of director member also has an indirect economic interest in the parent company that owns the MSO. For the three months and six months ended April 30, 2020, the total amount of sales of products to customers related to our board of director members and/or employees of the Company totaled $35,870 and $46,270, respectively. On February 26, 2020, the Company agreed to enter into a consulting agreement with Dr. George Shapiro, the Company’s Chief Medical Officer (“CMO”) to provide ongoing services to the Company. The CMO will receive compensation of $82,250 annually, commencing March 1, 2020. The term of the consulting agreement is one year, with automatic renewals for annual periods thereafter unless prior written notice is provided by either party of the desire to terminate. During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $82,250 through February 2021 were fully satisfied though the issuance of 500,000 shares of newly issued common stock of the Company. Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO continues to serve in his current position, the CMO shall receive compensation equal to $27,000 per quarter beginning May 1, 2021, payable in cash or in stock (based on the average monthly trading price of the common stock during the applicable quarter) at the option of the Company. At April 30, 2021, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $282,846, $272,455 and $715,741, respectively. Effective December 21, 2020, the Company granted a bonus of $50,000 and 15,000,000 shares of common stock of the Company each to Mr. Mitrani, Dr. Mitrani and Mr. Bothwell and 1,000,000 shares of common stock of the Company each to Mr. Carbonara and Dr. Allen Meglin (see Note 10). On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $0.055 per share for an aggregate purchase price of $100,000 (see Note 10). | NOTE 7 – RELATED PARTY TRANSACTIONS On February 26, 2020, April 25, 2020 and June 29, 2020, Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s employment agreements were amended. See Note 12 for a more detailed description of the executive employment agreements and the respective amendments referred to above. Effective February 26, 2020, Mr. Bothwell was granted cashless warrants to purchase 7,500,000 shares of common stock of the Company. The newly granted warrants vest immediately, have an exercise price of $0.028 per share and are exercisable for ten years from the effective date of the grant. During April 2020, June 2020, August 2020 and September 2020, each of the current executives of the Company, Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell and Dr. George Shapiro (“Current Executives”) were granted rights under the Management and Consultant Performance Plan (“MCPP”) to receive common stock of the Company based on the achievement of certain defined milestones. In addition, during June 2020, each of the current non-executive members of the Board were granted rights under the MCPP to receive common stock of the Company based on the achievement of certain defined milestones (see Note 10). The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. The term of the lease has been extended through June 2023. The current monthly rent is $2,900 and beginning July 2020, the monthly rent increased to $3,500. The Company paid a security deposit of $5,000. Total rent expense for the year ended October 31, 2020 and 2019 was $37,200 and $34,800, respectively. Beginning October 1, 2020, the Company entered into a second lease agreement with MariLuna LLC for office space located in Aspen, CO. The lease expires on September 30, 2021 and does not provide for any renewal terms. Under the terms of the lease. The Company is required to make monthly rental payments of $6,500 and was required to provide a security deposit of $11,000 upon execution of the lease agreement. In connection with Mr. Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr. Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $24,788 for the year ended October 31, 2020. For the year ended October 31, 2020 and 2019, the total amount of sales to customers related to our board of director members and/or employees of the Company totaled $95,455 and $71,650, respectively. From time to time, Mr. Bothwell and/or his respective affiliates have advanced funds to the Company to pay for certain expenses of the Company. As of October 31, 2020, $1,965 is owed to Mr. Bothwell and/or his respective affiliates. In addition, at October 31, 2020, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $216,436, $233,655 and $649,407, respectively and consulting fees owed to Dr. George Shapiro were $54,833. During April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr. Allen Meglin, a director of the Company at $0.02 per share for an aggregate purchase price of $220,000. During July, August and October 2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares of common stock to Dr. Allen Meglin at $0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate purchase price of $127,251 (see Note 10). On October 10, 2019, the Company and Michael Carbonara, a director of the Company agreed to a convertible funding facility arrangement (“Funding Facility”) whereby Mr. Carbonara or its designee funded the Company $500,000. The Funding Facility was converted into 40,000,000 shares of newly issued restricted common stock of the Company on February 12, 2020, issued to Republic Asset Holdings LLC, a Company controlled by Mr. Carbonara. On April 27, 2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $0.02 per share for an aggregate purchase price of $100,000 (see Note 10). On February 26, 2020, the Company agreed to immediately grant Dr. George Shapiro, the Company’s Chief Medical Officer (“CMO”) 5,000,000 shares of common stock in recognition of past services provided to the Company through February 2020. In addition, the Company agreed to enter into a consulting agreement with the CMO to provide ongoing services to the Company. The CMO will receive compensation of $82,250 annually, commencing March 1, 2020. The term of the consulting agreement is one year, with automatic renewals for annual periods thereafter unless prior written notice is provided by either party of the desire to terminate. In connection with Mr. Robert Zucker’s resignation as a member of the Board of Directors of the Company in April 2020, the Board approved the issuance to Mr. Zucker of 736,808 shares of unregistered common stock of the Company valued at $0.022 per share, the closing price of the common stock of the Company on the grant date (see Note 10). On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 shares of unregistered common stock valued at $0.115 per share, the closing price of the common stock of the Company on the grant date (see Note 10). Effective December 21, 2020, the Company granted a bonus of $50,000 and 15,000,000 shares of common stock of the Company each to Mr. Mitrani, Dr. Mitrani and Mr. Bothwell and 1,000,000 shares of common stock of the Company each to Mr. Carbonara and Dr. Allen Meglin (see Note 10). |
NOTES PAYABLE
NOTES PAYABLE | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Notes Payable | NOTE 8 - NOTES PAYABLE On June 20, 2018, the Company issued a total of $150,000 of convertible 6% debentures (“150,000 Debentures”) to an accredited investor. The principal amount of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 were payable on the 10 th th During October 2018, the Company issued a total of $70,000 of convertible 6% debentures (“70,000 Debentures”) to two accredited investors. The principal amount of the $70,000 Debentures, plus accrued and unpaid interest through September 30, 2019 were payable on the 10 th Credit Facility On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $100,000 in connection with an unsecured line of credit (“Credit Facility”). The Credit Facility was fully repaid on November 2, 2020. Under the terms of the Credit Facility, the Company was required to make weekly payments averaging approximately $2,541 (payments totaling $132,160). The effective annual interest rate was approximately 45.67%. Proceeds received from the Credit Facility were used for working capital purposes. Mr. Iglesias, who at the time was the Company’s Chief Executive Officer, provided a personal guaranty in connection with amounts required to paid under the Credit Facility. | NOTE 8 - NOTES PAYABLE Private Placement Of Convertible Debentures On June 20, 2018, the Company issued a total of $150,000 of convertible 6% debentures (“150,000 Debentures”) to an accredited investor. The principal amount of the $150,000 Debentures, plus accrued and unpaid interest through June 30, 2019 were payable on the 10 th th On August 10, 2018, the Company issued a total of $100,000 of convertible 6% debentures (“100,000 Debentures”) to two accredited investors. The principal amount of the $100,000 Debentures, plus accrued and unpaid interest through July 31, 2019 are payable on the 10 th th During May 2019, the Company and holders of the $100,000 Debentures agreed to convert the principal amount of the $100,000 Debentures plus interest accrued and unpaid through the date of the conversion totaling $100,622 into 3,773,584 shares of common stock of the Company (approximately $0.0267 per share representing a discount to the trading price of $0.0285 as of the effective date of the transaction). During October 2018, the Company issued a total of $70,000 of convertible 6% debentures (“70,000 Debentures”) to two accredited investors. The principal amount of the $70,000 Debentures, plus accrued and unpaid interest through September 30, 2019 were payable on the 10 th During March 2019, the Company issued a $30,000 of convertible 6% debentures (“30,000 Debenture”) to one accredited investor. The principal amount of the $30,000 Debenture, plus accrued and unpaid interest through June 30, 2020 are payable on the 10 th th Unsecured Promissory Note On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with a principal balance of $25,000. The outstanding principal was due March 8, 2019. The loan was not repaid on the maturity date as required. The third party subsequently agreed to apply amounts due for invoices due from third party for future purchases of the Company products to the extent of the outstanding balances owed by the Company in connection with the loan (interest and principal). As of October 31, 2020, the remaining amount due under this arrangement was approximately $4,392. Credit Facility On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $100,000 in connection with an unsecured line of credit (“Credit Facility”). The Credit Facility was fully repaid on November 2, 2020. Under the terms of the Credit Facility, the Company was required to make weekly payments averaging approximately $2,541 (payments totaling $132,160). The effective annual interest rate was approximately 45.67%. Proceeds received from the Credit Facility were used for working capital purposes. Mr. Iglesias, who at the time was the Company’s Chief Executive Officer, provided a personal guaranty in connection with amounts required to paid under the Credit Facility. Funding Facility On October 10, 2019, the Company and an investor (“Noteholder”) agreed to a funding facility arrangement (“Funding Facility”) whereby the Noteholder was required to fund the Company an initial tranche of $100,000 on October 15, 2019 (“Initial Funding Date”) and had the option to fund the Company up to an aggregate of $500,000 (“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later than February 15, 2020 (“Funding Expiration Date”). The Funding Facility matures on February 15, 2021 (“Maturity Date”) and accrues interest at 6.0% per annum. The Funding Facility, plus all accrued interest, automatically converts into 40,000,000 shares of newly issued restricted common stock of the Company (“Converted Stock”) if the Noteholder funds the full $500,000 by the Funding Expiration Date. The Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company issued the Noteholder the Converted Stock to the Noteholders designated entity, Republic Asset Holdings LLC. The Company determined the fair value of the Converted Stock in accordance with ASC 820, which was determined to be approximately $599,400. As a result, the Company has recorded additional interest expense in the amount of $94,170, as of the date of conversion, representing the amount of the discount to the fair value of the Converted Stock associated with the conversion of the Funding Facility obligation totaling $505,230 on the date of conversion (principal and accrued interest). Mint Organics Inc. On June 22, 2017, Mint Organics entered into an unsecured loan agreement with a third party (“Third Party”) with a principal balance of $60,000, an annual interest rate of 10%, and all accrued and unpaid interest and outstanding principal were due on the one-year anniversary of the note. The loan was not repaid on the maturity date as required. On May 1, 2019, the Company, Mint Organics and the Third party agreed to a settlement of the outstanding loan whereby the Company agreed to issue the Third Party 2,735,000 shares of newly issued common stock of the Company. At the time of the settlement, the outstanding obligation under the note, including late fees and penalties was approximately $72,568. The common stock issued was priced at $0.0265 per share representing a discount to the trading price of $0.049 as of the effective date of the transaction. In connection with the exchange, the Third Party provided a release to the Company in connection with any claims associated with the loan agreement. Interest expense for the years ended October 31, 2020 and 2019 was $0 and $4,349, respectively. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 — INCOME TAXES The Company files a consolidated federal income tax return that includes all of its subsidiaries. For the years ended October 31, 2020 and 2019, the Company incurred operating losses, and therefore, there was not any current income tax expense amount recorded during those periods. The consolidated provision for income taxes for October 31, 2020 and 2019 consists of the following: Year Ended Year Ended 2020 2019 Current: Federal $ – $ – State – – $ – $ – Deferred: Federal $ (2,626,791 ) $ (185,045 ) State (540,796 ) (19,471 ) (3,167,587 ) (204,516 ) Change in Valuation Allowance 3,167,587 204,516 ) $ – $ – Effective tax rates differ from the federal statutory rate of 21% for 2020 and 2019 applied to income before income taxes. A reconciliation of the U.S. federal statutory tax amount to the Company’s effective tax amount is as follows: October 31, October 31, Tax at federal statutory rate $ (2,642,423 ) $ (361,687 ) State taxes, net of federal benefit (546,730 ) (74,835 ) Permanent differences 18,782 10,468 Other 2,784 221,538 Total income tax expense (benefit) (3,167,587 ) (204,516 ) Change in valuation allowance 3,167,587 204,516 ) $ – $ – The Company had a federal net operating loss carryover of $3,050,776 as of October 31, 2020. The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows: October 31, October 31, Deferred Tax Assets: Stock based compensation $ 5,184,240 $ 2,670,914 Accrued compensation 315,122 136,127 Net operating loss carryforward-Federal 640,663 222,754 Net operating loss carryforward-State 118,160 34,918 Other 177 177 Total deferred tax assets: 6,258,362 3,064,890 Deferred Tax Liabilities: Property and equipment 92,535 66,650 Total deferred tax liabilities: 92,535 66,650 Valuation Allowance (6,165,827 ) (2,998,240 ) Net deferred tax assets $ – $ – FASB ASC 740 requires a valuation allowance against deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. At October 31, 2020 and October 31, 2019, the net deferred tax asset was offset by a full valuation allowance. Pursuant to Code Sec. 382 of the Internal Revenue Code (“the Code”), the utilization of net operating loss carryforwards may be limited as a result of a cumulative change in stock ownership of more than 50% over a three-year period. Certain of the above amounts reported for the year ended October 31, 2019 have been revised to conform with the current year presentation and to reflect the actual amounts that were reported in the Company’s tax filings. IRS Penalties The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $90,000 of penalties, plus interest (“IRS Penalties”), in connection with the late filing certain information returns that were included as part of the Delinquent Filed Returns. In connection with the notices, the IRS indicated its intent to levy property of the Company if the IRS penalties were not paid as required. During January 2018, the Company requested from the IRS an abatement of the IRS penalties based on reasonable cause. During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of $20,000, plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 – 2015 were denied. The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years 2012-2015 in its consideration of abatement. During the period that the appeal is being reviewed and a determination is made by the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties that are still outstanding. In connection with the notices, the Company has accrued $70,000 of accrued tax penalties on the balance sheet as of October 31, 2020 and 2019. |
IRS PENALTIES
IRS PENALTIES | 6 Months Ended |
Apr. 30, 2021 | |
One Class B Warrant [Member] | |
IRS PENALTIES | NOTE 9 — IRS PENALTIES The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $90,000 of penalties, plus interest (“IRS Penalties”), in connection with the late filing certain information returns that were included as part of the Delinquent Filed Returns. In connection with the notices, the IRS indicated its intent to levy property of the Company if the IRS penalties were not paid as required. During January 2018, the Company requested from the IRS an abatement of the IRS penalties based on reasonable cause. During April 2018, the IRS notified the Company that the IRS penalties for the tax year ended 2011 of $20,000, plus interest, were abated and the request for abatement for the IRS penalties for the tax years ended 2012 – 2015 were denied. The Company is currently appealing the initial determination by the IRS to exclude the IRS penalties for the tax years 2012-2015 in its consideration of abatement. During the period that the appeal is being reviewed and a determination is made by the IRS, the IRS has agreed to put a hold on taking any levy action against the Company for the remaining amounts of the IRS Penalties that are still outstanding. In connection with the notices, the Company has accrued $70,000 of accrued tax penalties on the balance sheet as of April 30, 2021 and October 31, 2020. |
CAPITAL STOCK
CAPITAL STOCK | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | ||
Capital Stock | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock. Issued Shares As of April 30, 2021, there were no designations of Preferred Stock authorized or outstanding. Common Stock On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from 1,500,000,000 to 2,500,000,000, without changing the par value of the common stock or authorized number and par value of “blank check” Preferred Stock. On January 19, 2021, the Company filed a Definitive 14C with the SEC regarding the corporate action. On February 10, 2021, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on February 9, 2021. Issuances of Common Stock - Sales: During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”, at $0.05 per share, for an aggregate purchase price of $40,000. The proceeds were used for working capital. During February 2021, the Company sold an aggregate of 12,340,910 shares of common stock to five “accredited investors”, at prices ranging from $0.05 per share to $0.06 per share for an aggregate purchase price of $665,000. The proceeds were used for working capital. On February 22, 2021, the Company sold 1,818,181 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $0.055 per share for an aggregate purchase price of $100,000. The proceeds were used for working capital. The sales price was at a discount to the trading price of $0.086 as of the effective date of the transaction, resulting in additional stock-based compensation expense of $56,364, which has been recorded during the quarter ended April 30, 2021. During April 2021, the Company sold an aggregate of 13,677,821 shares of common stock to seven “accredited investors” at prices ranging from $0.03 per share to $0.25 per share for an aggregate purchase price of $535,000. The proceeds were used for working capital. During May 2021, the Company sold an aggregate of 2,087,822 shares of common stock to eight “accredited investors” at $0.13 per share for an aggregate purchase price of $286,250. The proceeds were used for working capital. Issuances of Common Stock – Stock Compensation: During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 shares of fully vested unregistered common stock valued at $0.145 per share, the closing price of the common stock of the Company on the effective date of the agreement. The Company recorded $290,000 of stock-based compensation expense during the six months ended April 30, 2021. During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 shares of unregistered common stock valued at $0.145 per share, the closing price of the common stock of the Company on the respective grant dates. The Company recorded $36,225 of stock-based compensation expense based on the grant date fair value of these shares during the six months ended April 30, 2021. During December 2020, the Board approved the bonus of 47,675,000 shares of newly issued common stock to executive management (consisting of Mr. Mitrani, Dr. Mitrani and Mr. Bothwell) totaling 45,000,000 shares; non-executive Board members (consisting of Mr. Carbonara and Dr. Meglin) totaling 2,000,000 shares; administrative staff totaling 550,000; and to several medical advisors totaling 125,000 shares. The Company recorded a total of $5,721,000 of stock-based compensation expense based on the grant date fair value of these shares during the six months ended April 30, 2021. During April 2021, the Board approved the bonus of 500,000 shares of newly issued common stock to an employee. The Company recorded a total of $27,450 of stock-based compensation expense based on the grant date fair value of these shares during the six months ended April 30, 2021. During December 2020, January 2021 and February 2021, the Company issued 25,000, 240,000 and 50,000 shares of unregistered common stock, respectively, valued at prices ranging from $0.35 to $0.17 per share, the closing price of the common stock of the Company on the respective grant dates. The Company recorded $14,480 of stock-based compensation expense during the quarter ended January 31, 2021 and $7,875 of stock-based compensation expense during the quarter ended April 30, 2021 based on the grant date fair value of these shares. During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $82,250 were fully satisfied though the issuance of 500,000 shares of newly issued common stock of the Company. Furthermore, until the CMO becomes a full-time employee of the Company and provided the CMO continues to serve in his current position, the CMO shall receive compensation equal to $27,000 per quarter beginning May 1, 2021, payable in cash or in stock (based on the average monthly trading price of the common stock during the applicable quarter) at the option of the Company. During February 2021, the Company entered into a consulting agreement with a third party to provide consulting services for a one-year period. As consideration for agreeing to provide consulting services to the Company, the Company agreed to issue the consultant 500,000 shares of unregistered common stock upon completion of the three-month anniversary of the agreement. In addition, the Company has agreed to provide an additional 250,000 shares of newly issued common stock for each celebrity and/or athlete which the consultant arranges to provide marketing services to the Company and that is responsible for bringing a minimum of $75,000 of monthly revenues in connection with sales of the Company’s products, up to a maximum of 1,500,000 shares. The shares issued were valued at $0.095 per share, the closing price of the common stock of the Company on the effective date of the agreement, totaling $47,500. The Company will amortize the costs associated with the issuance over the term of the agreement. The Company amortized $11,875 of stock-based compensation expense during the quarter ended April 30, 2021. As described in Note 12, in connection with the execution of the Amendment, the Company issued to the Consultants 20,000,000 shares of unregistered common stock (“Shares”) valued at $0.0614 per share, the closing price of the common stock of the Company on the grant date. The Company will amortize the costs associated with the issuance of $1,228,000 over the remaining term of the agreement. The shares issued vest 50% as of the date of the Amendment and the remaining 50% will vest on December 31, 2021 or upon the date that the Company obtains approval for certain IND’s submitted, whichever is sooner. The Company recorded a total of $51,167 of stock-based compensation expense during the six months ended April 30, 2021. During April 2021, the Company entered into a consulting agreement with a third party to provide investor relation services. The term of the agreement is month to month and may be terminated with or without cause. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $15,000 per month and to issue 500,000 shares of restricted common stock (valued at $0.057 per share, the closing price of the common stock of the Company on the grant date), provided that notice of termination was not provided before May 21, 2021. Neither party has yet to provide a notice of termination and the Company will record $28,500 of stock-based compensation expense during the quarter ended July 31, 2021. During March 2021, April 2021 and May 2021, the Company granted a total of 750,000 of common stock to various consultants valued at prices ranging from $0.49 per share to $0.40 per share, the closing price of the common stock of the Company on the respective grant dates. The Company recorded $74,344 of stock-based compensation expense based on the grant date fair value of these shares during the six months ended April 30, 2021. On June 4, 2021, the Company and an employee agreed to amendment of the employee’s employment agreement. Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2022 and the Company agreed to grant the employee 1,000,000 shares of common stock of the Company to vest upon execution of the amendment (valued at $0.136 per share, the closing price of the common stock of the Company on the grant date). In addition, the employee is eligible to receive up to an aggregate of 3,000,000 additional shares of common stock based on achievement of certain milestones. The total value of the stock granted in connection with the amendment of $136,000 will be amortized beginning June 4, 2021 over the remaining term of the agreement. Issuances of Common Stock –Exchange of balances due on accounts payable for stock: During May 2021, the Company and two employees agreed to exchange $30,973 of commission payables due to the employees for 176,989 shares of newly issued common stock valued at $0.175 per share, the closing price of the common stock of the Company on the date of the exchange. Management and Consultants Performance Stock Plan On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants of an aggregate of approximately 205,000,000 shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”). On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Pre-Transaction Executive Bonus Non-executive $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company. In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the Company. Pursuant to the MCPP, a total of 342,500,000 shares have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: MCPP Shares Name Awarded Albert Mitrani 80,000,000 Ian Bothwell 80,000,000 Dr. Maria I. Mitrani 80,000,000 Dr. George Shapiro 69,500,000 Consultants 33,000,000 Total 342,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. For the MCPP Shares approved on April 25, 2020, June 29, 2020, August 14, 2020, September 23, 2020, and February 10, 2021, the closing price of the common stock of the Company was $0.027, $0.056, $0.128, $0.28 and 0.108, respectively. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. During the three months and six months ended April 30, 2021, a total of 33,000,000 and 49,500,000 shares, respectively, were issued in connection with certain Milestones achieved. The Company recorded a total of $891,000 and $1,336,500 of stock-based compensation expense during the three months and six months ended April 30, 2021, respectively, based on the fair value of the actual MCPP Shares awarded during each of those respective periods. | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 shares of $0.001 par value preferred stock in one or more designated series, each of which shall be so designated as to distinguish the shares of each series of preferred stock from the shares of all other series and classes. The Company’s board of directors is authorized, without stockholders’ approval, within any limitations prescribed by law and the Company’s Articles of Incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations and terms of the shares of any series of preferred stock. Issued Shares As of October 31, 2020, there were no designations of Preferred Stock authorized or outstanding. Common Stock On May 18, 2020 and May 19, 2020, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 50.30% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from 750,000,000 to 1,500,000,000, without changing the par value of the common stock or authorized number and par value of “blank check” Preferred Stock. On June 2, 2020, the Company filed a Definitive 14C with the SEC regarding the corporate action. On June 24, 2020, the Company filed a Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on June 24, 2020. On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% of the outstanding capital stock, respectively, approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized amount of common stock from 1,500,000,000 to 2,500,000,000, without changing the par value of the common stock or authorized number and par value of “blank check” Preferred Stock. On January 19, 2021, the Company filed a Definitive 14C with the SEC regarding the corporate action. On February 9, 2021, the Company intends to file the Certificate of Amendment to the Company’s Articles of Incorporation with the Secretary of State of Nevada to effectuate the corporate action on February 9, 2021. Issuances of Common Stock - Sales: During November 2019 through January 2020, the Company sold 3,250,000 shares of common stock to three “accredited investors” at $0.02 per share for an aggregate purchase price of $65,000. The proceeds were used for working capital. During February 2020 through April 2020, the Company sold 11,050,000 shares of common stock to five “accredited investors” at $0.02 per share for an aggregate purchase price of $221,000. The proceeds were used for working capital. During April 2020 through May 2020, the Company sold 11,000,000 shares of common stock to Dr. Allen Meglin, a director of the Company at $0.02 per share for an aggregate purchase price of $220,000. During July, August and October 2020, the Company sold an additional 1,166,666 shares, 422,514 shares, and 625,000 shares of common stock to Dr. Allen Meglin at $0.03 per share, $0.10 per share and $0.08 per share, respectively, for an aggregate purchase price of $127,251. The proceeds from all of the above sales were used for working capital. Certain of the above transactions were at sales prices that were at a discount to the trading prices as of the effective dates of the transactions, resulting in additional stock-based compensation expense of $195,869, which has been recorded during the year ended October 31, 2020. On April 27, 2020, the Company sold 5,000,000 shares of common stock to Republic Asset Holdings LLC., a Company controlled by Michael Carbonara, a director of the Company, at $0.02 per share for an aggregate purchase price of $100,000. The proceeds were used for working capital. The sales price was at a discount to the trading price of $0.0269 as of the effective date of the transaction, resulting in additional stock-based compensation expense of $34,500, which has been recorded during the year ended October 31, 2020. During May 2020, the Company sold 3,000,000 shares of common stock to two “accredited investors” at $0.02 per share for an aggregate purchase price of $60,000. The proceeds were used for working capital. During July and August 2020, the Company completed the private placement to 19 accredited investors for the sale of 13,499,992 shares of Common stock of the Company at a selling price of $0.03 per share for an aggregate amount of $405,000 (“Sale”). In connection with the Sale, the Company agreed that all of the proceeds from the Sale are to be deposited into a separate bank account (“Sale Account”) of the Company and the proceeds are to be used exclusively to fund the costs associated with the Company’s ongoing public company filing requirements, including audit, tax, valuation and legal fees. The Company also agreed to maintain the Sale Account with a minimum cash balance of $25,000 at all times until such time that the Company has filed all required financial reports through the period ended July 31, 2021. During July 2020, the Company sold 1,000,000 shares of common stock to two “accredited investors”, at $0.02 per share and $0.03 per share, respectively for an aggregate purchase price of $25,000. The proceeds were used for working capital. During August 2020, the Company sold 8,606,665 shares of common stock to nine “accredited investors”, at prices ranging from $0.03 per share and $0.06 per share, for an aggregate purchase price of $392,100. The proceeds were used for working capital. During September 2020, the Company sold 4,800,000 shares of common stock to five “accredited investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $410,000. The proceeds were used for working capital. During October 2020, the Company sold 2,033,333 shares of common stock to five “accredited investors”, at prices ranging from $0.06 per share and $0.10 per share, for an aggregate purchase price of $170,000. The proceeds were used for working capital. During November 2020, the Company sold 800,000 shares of common stock to an “accredited investor”, at $0.05 per share, for an aggregate purchase price of $40,000. The proceeds were used for working capital. Issuances of Common Stock – Stock Compensation: As described in Note 12, upon execution of the VP Agreements, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date. The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance. The VP Agreements also provide each Sales Executives the right to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during the applicable quarterly period. As of October 31, 2020, each Sales Executive has vested an additional 2,250,000 Performance Shares (total 4,500,000). The Company recorded stock-based compensation expense for each respective quarterly period that the Performance Shares vested during the year ended October 31, 2020 of $52,500 (total $157,500). As described in Note 12, in connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 shares of unregistered common stock (“Shares”) valued at $0.022 per share, the closing price of the common stock of the Company on the grant date. The Company recorded a total of $266,400 of stock-based compensation expense during the year ended October 31, 2020 based on the vesting of the Shares (50% of the Shares vest as of the Effective Date of the Consultants Agreement and 50% of the Shares vest on the six-month anniversary of the Consultants Agreement). During the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 shares of unregistered common stock valued between $0.027 and $0.031 per share, the closing price of the common stock of the Company on the respective grants dates. The Company recorded $18,650 of stock-based compensation expense during the year ended October 31, 2020. During the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 shares of unregistered common stock valued between $0.029 and $0.034 per share, the closing price of the common stock of the Company on the respective grants dates. The Company recorded $89,458 of stock-based compensation expense during the year ended October 31, 2020. During the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 shares of unregistered common stock valued between $0.031 and $0.048 per share, the closing price of the common stock of the Company on the respective grants dates. For certain of the issuances, the stock vests on January 31, 2021, provided the recipient remains engaged with the Company during the period. The Company recorded $27,809of stock-based compensation expense during the year ended October 31, 2020. During April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 shares of unregistered common stock valued between $0.023 and $0.28 per share, the closing price of the common stock of the Company on the respective grants dates. The Company recorded $96,600 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2020. During February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 shares of unregistered common stock valued at $0.028 per share, the closing price of the common stock of the Company on the grant date. The Company recorded $140,000 of stock-based compensation expense during the year ended October 31, 2020 based on the fair value of these shares on the grant date. In connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808 shares of unregistered common stock valued at $0.022 per share, the closing price of the common stock of the Company on the grant date. The Company recorded $16,210 of stock-based compensation expense during the during the year ended October 31, 2020 based on the fair value of these shares on the grant date. On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 shares of unregistered common stock valued at $0.115 per share, the closing price of the common stock of the Company on the grant date. The Company recorded $345,000 of stock-based compensation expense during the quarter ended July 31, 2020 based on the fair value of these shares on the grant date. In addition, the distribution agreement also provides for future stock incentives based on future sales that are generated by the distributor based on a conversion price equal to 75% of the trading price of the common stock on the last day of the month in which the incentive was earned. On May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial advisory services (see Note 12). As consideration, the Company agreed to issue the Advisor 1,000,000 shares of common stock (“Grant”), of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. In addition, Company agreed to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04 per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the Agreement is renewed and in full effect during the applicable vesting period(s) for the respective portion of the grant. Notwithstanding the above, any unvested Grant or Warrants prescribed above will immediately become vested shares if (a) the Company concludes a transaction involving any of the entities introduced by Advisor based on a transaction value greater than $5MM or (b) the Company completes any transaction that results in a change in control or any financing transaction with an aggregate value of at least $25MM. The Grant shares were valued at $0.04 per share, the closing price of the common stock of the Company on the grant date. The Company will record $10,000 of stock-based compensation expense during each quarter in which the Grant shares become vested based on the fair value of these vested shares on the grant date. During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor agreement. During July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000 shares of unregistered common stock valued at $0.05 per share, the closing price of the common stock of the Company on the effective date of the agreement. All of the shares granted vested immediately on the date of issuance. The Company recorded $250,000 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2020. During August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants 300,000 shares and 25,000 shares, respectively, of unregistered common stock valued at $0.127 per share, the closing price of the common stock of the Company on the effective date of the agreements. The Company recorded a total of $40,790 of stock-based compensation expense based on the grant date fair value of these shares during the year ended October 31, 2020. During October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to two individuals an aggregate of 230,000 shares of unregistered common stock valued between $0.035 and $0.17 per share, the closing price of the common stock of the Company on the respective grants dates. The Company recorded $8,730 of stock-based compensation expense during the during the year ended October 31, 2020. During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 shares of fully vested unregistered common stock valued at $0.145 per share, the closing price of the common stock of the Company on the effective date of the agreement. The Company will record $290,000 of stock-based compensation expense during the three months ended January 31, 2021. During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 shares of unregistered common stock valued at $0.145 per share, the closing price of the common stock of the Company on the respective grant dates. The Company will record $36,225 of stock-based compensation expense based on the grant date fair value of these shares during the quarter ended January 31, 2021. During December 2020, the Board approved the bonus of 47,675,000 shares of newly issued common stock to executive management (consisting of Mr. Mitrani, Dr. Mitrani and Mr. Bothwell) totaling 45,000,000 shares; non-executive Board members (consisting of Mr. Carbonara and Dr. Meglin) totaling 2,000,000 shares; administrative staff totaling 550,000; and to several medical advisors totaling 125,000 shares. The Company will record a total of $5,721,000 of stock-based compensation expense based on the grant date fair value of these shares during the quarter ended January 31, 2021. Issuances of Common Stock – Exercise of warrants, Conversion of Debt and Exchanges: As more fully described in Note 8, the Noteholder fully funded the Funding Facility as prescribed on February 12, 2020 and the Company converted the Funding Facility into 40,000,000 shares of common stock of the Company (approximately $0.013 per share). As more fully described in Note 8, during October 2020, the Company and the holder of the $20,000 debenture, agreed to convert the principal amount of the $20,000 debenture plus interest accrued and unpaid through the date of the conversion totaling approximately $20,300 into 160,000 shares of common stock of the Company (approximately $0.125 per share). Management and Consultants Performance Stock Plan On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants of an aggregate of approximately 205,000,000 shares of common stock of the Company (“Shares”) based on the achievement of certain defined operational performance milestones (“Milestones”). On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross funding (grants for research and development and clinical trials, purchase contracts for Company products) or other financial awards during the term of employment with the Company based on the amounts indicated below: Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 million, 7.5 million and 15.0 million shares of common stock of the Company, respectively, to each Albert Mitrani, Dr. Maria I. Mitrani and Ian Bothwell upon such time that the Company’s common stock trades above $0.25 per share, $0.50 per share and $0.75 per share, respectively, for 30 consecutive trading days subsequent to March 31, 2021 and provided such milestone occurs during the term of employment with the Company. In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. Pursuant to the MCPP, a total of 293,000,000 shares have been issued and approximately 582,500,000 shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: MCPP MCPP MCPP Remaining Total Shares Shares Shares Name Awarded Available Approved Albert Mitrani 65,000,000 137,500,000 202,500,000 Ian Bothwell 65,000,000 167,500,000 232,500,000 Dr. Maria I. Mitrani 65,000,000 167,500,000 232,500,000 Dr. George Shapiro 65,000,000 100,000,000 165,000,000 Dr. Allen Meglin - 5,000,000 5,000,000 Michael Carbonara - 5,000,000 5,000,000 Consultants 33,000,000 - 33,000,000 Total 293,000,000 582,500,000 875,500,000 The Company will record stock-based compensation expense in connection with any MCPP Shares that are actually awarded based on the fair value as of the initial grant date that the respective milestone for the MCPP Shares were approved. For the MCPP Shares approved on April 25, 2020, June 29, 2020, August 14, 2020 and September 23, 2020, the closing price of the common stock of the Company was $0.027, $0.056, $0.128 and $0.28, respectively. In connection with the MCPP Shares that have been awarded to date, all such shares were issued in connection with the MCPP Shares approved on April 25, 2020 and accordingly were valued $0.027 per share, the closing price of the common stock of the Company on the date that those respective MCPP Shares were approved. The Company recorded a total of $7,911,000 of stock-based compensation expense during the year ended October 31, 2020, based on the fair value of the actual MCPP Shares awarded. |
WARRANTS
WARRANTS | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Warrants | ||
Warrants | NOTE 11 – WARRANTS A summary of warrant activity for the six months ended April 30, 2021 and 2020 are presented below. Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted – $ – – $ – Exercised – $ – – $ – Expired/Forfeited – $ – – $ – Outstanding and exercisable at April 30, 2021 9,500,000 $ 0.03 7.40 $ 3,479,600 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ – Granted 7,500,000 $ 0.03 10.00 $ – Exercised - $ - - $ – Expired/Forfeited (4,529,371 ) $ 0.20 - $ – Outstanding and exercisable at April 30, 2020 7,500,000 $ 0.03 9.83 $ 36,750 | NOTE 11 – WARRANTS A summary of warrant activity for the years ended October 31, 2019 and 2020 are presented below: Number of Weighted- Remaining Aggregate Outstanding at October 31, 2018 3,687,484 $ 0.41 1.14 $ - Granted 2,000,000 $ 0.08 1.00 $ - Exercised - $ - Expired/Forfeited (1,158,313 ) $ 0.67 0.04 - Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Exercisable at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Number of Weighted- Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Granted 9,500,000 $ 0.03 8.53 $ - Exercised - $ - $ - Expired/Forfeited (4,529,371 ) $ 0.20 - $ - Outstanding and exercisable at October 31, 2020 9,500,000 $ 0.03 7.90 $ - On February 26, 2020, the Company issued the CFO a cashless warrant to purchase an aggregate of 7,500,000 shares of common stock in connection with the CFO’s employment agreement. The warrant is exercisable for $0.028 per share (the closing price of the Company’s common stock on the date of grant), until the tenth anniversary date of the date of issuance. The Company valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 1.14%, (2) term of 10 years, (3) expected stock volatility of 87%, and (4) expected dividend rate of 0%. All of the warrants vested immediately. The grant date fair value of the warrants issued was $176,250. The Company recorded $176,250 of stock-based compensation expense during the year ended October 31, 2020 based on the fair value of these warrants on the grant date. On May 15, 2020 (“Effective Date”), the Company granted the Advisor warrants to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04 per share (“Warrants”) and exercisable for three years from the Effective Date. Warrants to purchase 2,000,000 shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the agreement is renewed and in full effect during the applicable vesting period(s) for the respective portion of the grant. Notwithstanding the above, any unvested Warrants prescribed above will immediately become vested if (a) the Company concludes a transaction involving any of the entities introduced by Advisor based on a transaction value greater than $5,000,000 or (b) the Company completes any transaction that results in a change in control or any financing transaction with an aggregate value of at least $25,000,000. The Company valued the warrants on the dates of the grant using the Black-Scholes option pricing model with the following weighted average assumptions: (1) risk free interest rate 0.31%, (2) term of 3 years, (3) expected stock volatility of 90%, and (4) expected dividend rate of 0%. The grant date fair value of the warrants issued was $121,200. The Company will record $40,400 of stock-based compensation expense during the period that the Grant shares vest based on the fair value of these warrants on the grant date. During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor agreement (see Note 12). All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | NOTE 12 – COMMITMENTS AND CONTINGENCIES The description of Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below: April 2018 Executive Employment Agreements General Pursuant to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Mr. Mitrani is also entitled to a commission on all sales attributable to him (i.e., excluding existing customers of the Company at the time of the Reorganization) at the rate of five percent (5%) of the "Net Sales" as defined in the agreement and an expense allowance of $5,000 per month. Pursuant to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Mr. Bothwell has not been paid salary since July 2018. Pursuant to Dr. Maria I. Mitrani’s April 2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Term The term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement; provided that Unpaid Advances The Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. Fringe Benefits and Perquisites During the Employment Term, each Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company. Termination The Company may terminate the April 2018 Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including, the Executive’s death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions of the Company’s Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management. Amendments To The April 2018 Executive Employment Agreements February 26, 2020 Amendment 1. On February 26, 2020, the Company agreed to modify the employment agreement of Mr. Ian T. Bothwell, the Company’s Chief Financial Officer to provide Mr. Bothwell with: a) an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent with other executives of the Company; and b) and a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares of common stock of the Company, exercisable for ten years at an exercise price of $0.28 per share, the closing price of the common stock on the date of the grant. 2. On February 26, 2020, pursuant to the respective employment agreements with each of the Company’s executive officers, the Board granted each of Mr. Albert Mitrani, Dr. Maria Mitrani and Mr. Ian Bothwell a cash bonus of $37,500 for the calendar year ended December 31, 2019. April 25, 2020 Amendment On April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December 31, 2025. Base Salary: An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Until such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company. Severance Provisions: 1. Company termination without cause, Executive for good reason: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination, c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in effect at time of the time of the termination or an amount equal to four times (4x's) the base salary in effect at the time of termination, whichever is greater, d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock bonus (excluding any stock grants received pursuant to the MCPP). 2. Change In Control: In the event of a Change in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided to Executive. 3. Executive termination due to disability, death, or non-renewal by Company: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination. c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment. d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants). June 29, 2020 Amendment On June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Base Salary: An increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction in revenues that may occur. Monthly Revenues Base Salary $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 Sales Executives On January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing. The terms of each Sales Executive employment agreement are identical (“VP Agreements”). The initial term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to expiration of the then current term. The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones. The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly override during the calendar year 2020 based on revenues earned by the Company during each quarterly period that exceed $600,000 (“Override Threshold”) beginning for the quarter ended June 30, 2020. The VP Agreements also require the Sales Executives and the Company to mutually agree on the Override Threshold for calendar years 2021 and 2022, which has yet to be agreed to. The VP Agreements also provide the Sales Executives with the right for each to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during the applicable quarterly period. The vesting of the Performance Shares may also be accelerated based on achievement of certain revenue milestones. During the three months ended April 30, 2021, a total of 2,700,000 of Performance shares vested in connection with the VP Agreements resulting in stock-based compensation expense of $94,500. During the six months ended April 30, 2021, a total of 5,400,000 of Performance shares vested in connection with the VP Agreements resulting in stock-based compensation expense of $189,500. Consultant Agreements Effective March 30, 2020 (the “Effective Date”), the Company entered into a consulting agreement (“Agreement”) with Assure Immune L.L.C. (the “Consultant”) for an initial term of one year (the “Initial Term”) with automatic renewals for two (2) additional annual periods (each a “Renewal Term,” and together with the “Initial Term,” the “Term”), unless written notice is provided by either party at least 45 days prior to the applicable termination date. Neither party provided written notice within the specified deadlines to terminate upon expiration of the Initial Term and as a result the Term has been extended to March 30, 2022. Under the Agreement, the Consultant will provide the Company during the Term with expertise, experience, advice and direction associated with the critical functional executive level roles of the Company as it relates to the oversight and management of the Company’s regulatory, research and development and laboratory operations, consistent with the Company’s corporate mission and strategies and subject to the resource limitations of the Company. In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 during the first Renewal Term and $40,000 during the second Renewal Terms, if any. In addition. the Company agreed to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date. The Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date. In connection with the Agreement, the Consultant (and its principals ) Effective March 29, 2021, the Company and the Consultant entered into an amendment to the Agreement (“Amendment”). Under the terms of the Amendment, the initial term of the Agreement was extended for an additional 2 years and the terms for eligibility of the Consultants to receive future grants of stock above those stock issuances granted as of the date of the Amendment based on achievement of certain future milestones previously provided for in the Agreement were eliminated. In addition, the Amendment provided additional terms in connection with termination of the Agreement. Under the terms of the Amendment, the Consultant received an additional 20,000,000 shares of common stock that vest 50% upon execution of the Amendment and 50% on the sooner of (1) December 31, 2021 or (2) upon the approval of both of the Company’s IND’s to be submitted for Osteoarthritis and COVID 19 “Long Hauler”. The shares issued in connection with the Amendment were valued at $0.0614 per share, the closing price of the common stock of the Company on the grant date, totaling $1,228,000. The Company will amortize the costs associated with the issuance over the remaining life of the Amendment (twenty-four months). During October 2020, the Company entered into a consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and investment opportunities. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $12,500 per month for the first three months of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones. The agreement could be terminated on the third month anniversary of the agreement or later with or without cause. The Company notified the consultant prior to the third month anniversary that it was going to terminate the agreement on third month anniversary unless mutually agreed upon amendments to the agreement were completed. The parties never formally reached any arrangement regarding the future amendments. Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring: In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications. The ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA. During November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related services in connection with a planned future clinical trial. In connection with the CRO agreement, the Company was obligated to make payments of approximately $777,714 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until September 2021. In connection with the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $195,524 upon work order execution. During January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related services in connection with a planned future clinical trial. In connection with the CRO agreement, the Company is obligated to payments of approximately $476,943 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until August 2021. In connection with the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $147,363 upon work order execution. During February 2021, the Company provided notice to the CRO that it was terminating the engagement of the CRO in connection with the two above-described projects as a result of the significant increases in projected trial costs over the originally contracted amounts. The parties are currently negotiating a possible reassignment of the aforementioned agreements towards other clinical trials that the Company is planning to undertake. For the six months ended April 30, 2021, the Company has recorded approximately $535,000 of expenses in connection with invoices submitted by the CRO up through the date the projects were terminated of which $245,000 was outstanding to the CRO at April 30, 2021. Contingent Convertible Obligations Into Equity Securities Obligations Due Under Executive Employment Agreements Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. None of the Executives have yet to elect to convert any portion of their unpaid Original Base Salary. As of April 30, 2021, there was approximately $721,415 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and $472,017 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through April 30, 2021, that could be converted in the future into approximately 32,717,033 shares of common stock . | NOTE 12 – COMMITMENTS AND CONTINGENCIES The description of Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below: April 2018 Executive Employment Agreements General Pursuant to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Mr. Mitrani is also entitled to a commission on all sales attributable to him (i.e., excluding existing customers of the Company at the time of the Reorganization) at the rate of five percent (5%) of the "Net Sales" as defined in the agreement and an expense allowance of $5,000 per month. Pursuant to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Mr. Bothwell has not been paid salary since July 2018. Pursuant to Dr. Maria I. Mitrani’s April 2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary is $162,500, which shall accrue commencing on the Effective Date and shall be payable in equal semi-monthly installments, commencing May 1, 2018, in arrears. The base salary shall be reviewed at least annually by the Board and the Board may, but shall not be required to, increase the base salary during the Employment Term. Term The term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement; provided that Unpaid Advances The Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. Fringe Benefits and Perquisites During the Employment Term, each Executive shall be entitled to fringe benefits and perquisites consistent with the practices of the Company, and to the extent the Company provides similar benefits or perquisites (or both) to similarly situated executives of the Company. Termination The Company may terminate the April 2018 Executive Employment Agreement at any time for good cause, as defined in the April 2018 Executive Employment Agreement, including, the Executive’s death, disability, Executive’s willful and intentional failure or refusal to follow reasonable instructions of the Company’s Board of Directors, reasonable and material policies, standards and regulations of the Company’s Board of Directors or management. Amendments To The April 2018 Executive Employment Agreements February 26, 2020 Amendment 1. On February 26, 2020, the Company agreed to modify the employment agreement of Mr. Ian T. Bothwell, the Company’s Chief Financial Officer to provide Mr. Bothwell with: a) an extension to his employment agreement dated April 13, 2018 from December 2020 to December 2023 consistent with other executives of the Company; and b) a one-time bonus in the form of a fully vested cashless warrant to purchase 7,500,000 shares of common stock of the Company, exercisable for ten years at an exercise price of $0.28 per share, the closing price of the common stock on the date of the grant. 2. On February 26, 2020, pursuant to the respective employment agreements with each of the Company’s executive officers, the Board granted each of Mr. Albert Mitrani, Dr. Maria Mitrani and Mr. Ian Bothwell a cash bonus of $37,500 for the calendar year ended December 31, 2019. April 25, 2020 Amendment On April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December 31, 2025. Base Salary: An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Until such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company. Severance Provisions: 1. Company termination without cause, Executive for good reason: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination, c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in effect at time of the time of the termination or an amount equal to four times (4x's) the base salary in effect at the time of termination, whichever is greater, d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock bonus (excluding any stock grants received pursuant to the MCPP). 2. Change In Control: In the event of a Change in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided to Executive. 3. Executive termination due to disability, death, or non-renewal by Company: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination. c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment. d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants). June 29, 2020 Amendment On June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Base Salary: An increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction in revenues that may occur. Monthly Revenues (in millions) Base Salary Increase $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 Advisor Agreement Effective May 15, 2020 (“Effective Date”), the Company entered into a one-year agreement (“Advisor Agreement”) with an individual to provide financial advisory services to the Company (“Advisor”). The Advisor Agreement is subject to successive, automatic one (1) year extensions unless either party has given the other 30- day written notice prior to the expiration of then in effect termination date, of their desire not to renew the Advisor Agreement. As the compensation for Advisor’s services and his fulfillment of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 shares of common stock (“Stock Grant”), of which 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Advisor Agreement is in full effect during such vesting period(s) for the respective portion of the Stock Grant. In addition, Company agreed to grant 3-year warrants to the Advisor to purchase 6,000,000 shares of common stock of the Company at a purchase price of $0.04 per share (“Warrants”), of which Warrants to purchase 2,000,000 unrestricted shares shall be vested upon the Effective Date of the Advisor Agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the Advisor agreement, respectively, provided however that the Advisor Agreement is in full effect during the applicable vesting period(s) for the respective portion of the grant. The Advisor Agreement may be terminated by the Company based on Advisor’s breach of any of the terms of the Advisor Agreement, the Company’s determination that Advisor is not meeting the desired objectives or if either party provides notice of the desire not to renew the Advisor Agreement upon expiration. During October 2020, the Company terminated the agreement with the Advisor as provided for under the advisor agreement. The unvested portion of the Stock Grant and Warrants as of the termination date were cancelled. Sales Executives On January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing. The terms of each Sales Executive employment agreement are identical (“VP Agreements”). The initial term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to expiration of the then current term. The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones. The Sales Executives will receive compensation in the form of monthly salary of $18,000 and a quarterly override based on revenues earned by the Company during a quarterly period that exceed $600,000 beginning for the quarter ended June 30, 2020. In addition, upon execution of the Agreement, each of the Sales Executives were granted 1,000,000 shares of unregistered common stock of the Company valued at $0.035 per share, the closing price of the common stock of the Company on the grant date. The Company recorded $35,000 of stock-based compensation expense on the grant date for each issuance. The VP Agreements also provide the Sales Executives with the right for each to receive an additional 750,000 shares of common stock at the end of each quarterly anniversary of the VP Agreements throughout the Initial Term (maximum 9,000,000 shares) (“Performance Shares”), provided that the VP Agreements remain in effect during the applicable quarterly period. The vesting of the Performance Shares may also be accelerated based on achievement of certain revenue milestones. The Company will record stock-based compensation expense for each respective quarterly period that the Performance Shares vest of $52,500. Consultant Agreements Effective March 30, 2020 (the “Effective Date”), the Company entered into a consulting agreement (“Agreement”) with Assure Immune L.L.C. (the “Consultant”) for an initial term of one year (the “Initial Term”) with automatic renewals for two (2) additional annual periods (each a “Renewal Term,” and together with the “Initial Term,” the “Term”), unless written notice is provided by either party at least 45 days prior to the applicable termination date. Under the Agreement, the Consultant will provide the Company during the Term with expertise, experience, advice and direction associated with the critical functional executive level roles of the Company as it relates to the oversight and management of the Company’s regulatory, research and development and laboratory operations, consistent with the Company’s corporate mission and strategies and subject to the resource limitations of the Company. In connection with the Agreement, the Consultants will receive monthly fees of $30,000 during the Initial Term and monthly consulting fees of $35,000 and $40,000 the first and second Renewal Terms, if any. In addition. the Company agreed to issue to the Consultant or its designees 12,000,000 shares of common stock of the Company (“Shares”), 50% of which Shares vest as of the Effective Date and balance of which Shares vest upon the six-month anniversary of the Effective Date. The Agreement also provides that upon the commencement of each Renewal Term, if any, the Consultant will receive up to 6,000,000 additional Shares, 50% of which Shares will vest on the commencement date of the Renewal Term and the balance of which additional Shares will vest on the six (6) month anniversary of such date. In connection with the Agreement, the Consultant (and its principals ) In addition to the Shares to be issued above, the Consultant or its designees were entitled to participate in the Company’s Management and Consultants Performance Stock Plan (the “MCPP”), more fully described in Note 10. Pursuant to the MCPP, the Consultant or its designees were awarded 33,000,000 Shares, based on the achievement of certain defined operational performance milestones (“Milestones”). During October 2020, the Company entered into a consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and investment opportunities. As consideration for agreeing to provide the consulting services to the Company, the Company has agreed to pay the consultants a minimum of $12,500 per month during the term of the agreement and to issue up to 5,000,000 shares of restricted common stock (valued at $0.175 per share, the closing price of the common stock of the Company on the grant date), based on successful performance of defined milestones. The agreement may be terminated after the third month anniversary of the agreement with or without cause. The Company will record up to $875,000 of stock-based compensation expense at the time that any shares actually become vested as a result of achievement of the defined milestones. Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring: In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications. The ability to successfully complete the above efforts will be dependent on the Company’s ability to timely fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as ultimate approval from the FDA. During November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related services in connection with a planned future clinical trial. In connection with the CRO agreement, the Company is obligated to make payments of approximately $777,714 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until September 2021. In connection with the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $195,524 upon work order execution. During January 2021, the Company entered into an additional agreement with the CRO to provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related services in connection with a planned future clinical trial. In connection with the CRO agreement, the Company is obligated to payments of approximately $476,943 plus pass through costs and other third-party direct costs during the term of clinical trial expected to run until August 2021. In connection with the agreement, the Company is obligated to pay in accordance with defined completed milestones, beginning with approximately $147,363 upon work order execution. Contingent Convertible Obligations Into Equity Securities Obligations Due Under Executive Employment Agreements Beginning July 1, 2020, at the sole option of the Executive, any portion of unpaid Original Base Salary for periods after January 1, 2020, including unpaid bonus salary, may be converted by Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Original Base Salary that existed prior to January 1, 2020, including unpaid bonus salary, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. None of the Executives have yet to elect to convert any portion of their unpaid Original Base Salary. As of October 31, 2020, there was approximately $721,415 of unpaid Original Base Salary and Incremental Salary related to the period prior to December 31, 2019 and $378,083 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through October 31, 2020, that could be converted in the future into approximately 29,715,538 shares of common stock . Leases Ethan NY On September 3, 2015, Ethan NY entered into a five-year lease agreement (“Ethan Lease”) for a store located in New York City, New York. The Ethan Lease commenced on October 1, 2015. Under the terms of the Ethan Lease, minimum monthly lease payments of $9,500 per month were to commence in December 2015 through October 2020. During June 2016, Ethan NY exited from its leased premises. Ethan NY did not make any of the required minimum monthly lease payments as required. The total amount of minimum lease payments that Ethan NY is obligated to pay pursuant to this 5-year lease is $586,242 (excluding late fees and interest provided for under the Ethan Lease). All of Ethan NY’s obligations under the Ethan Lease are recourse only to the assets at Ethan NY, except for certain obligations under the Ethan Lease that were guaranteed by a former employee. Under the terms of the Ethan Lease, the obligations of Ethan NY for future rents are to be mitigated based on the amount of any future rents that are received for the rental of the leased premises to other tenants during the initial term. During August 2016, Ethan NY received confirmation that the leased premises had been leased to another tenant. In connection with the termination of the Ethan Lease, Ethan NY has made several unsuccessful attempts to contact the landlord for the purpose of obtaining a settlement and release for any amounts that the landlord may claim are owing under the Ethan Lease, if any. Ethan NY is not aware of any claim pending or threatened in connection with the Ethan Lease. At October 31, 2020 and 2019, Ethan NY has recorded in liabilities of discontinued operations the amount of rent obligations through June 30, 2016 and a reserve for estimated losses in connection with termination of the Ethan Lease of $101,905 and $101,905, respectively. |
MINT ORGANICS
MINT ORGANICS | 12 Months Ended |
Oct. 31, 2020 | |
Mint Organics | |
Mint Organics | NOTE 13 – MINT ORGANICS Exchange Agreements On May 1, 2019, the Company and Mint Organics entered into an exchange agreement whereby the Company agreed to acquire the 150 shares of Mint Series A Preferred Stock and the 150,000 warrants to purchase shares of common stock of the Company originally issued to Mr. Wayne Rohrbaugh in connection with participation agreement referred to above in exchange for 4,400,000 shares of common stock of the Company (approximately $0.034 per share representing a discount to the trading price of $0.049 as of the effective date of the transaction). In connection with the exchange, Mr. Rohrbaugh provided a release to the Company in connection with any claims associated with his original investment. On May 1, 2019, the Company and Mint Organics Florida entered into an exchange agreement whereby the Company agreed to acquire all of the outstanding non-controlling interests in Mint Organics Florida, Inc. outstanding in exchange for 2,400,000 shares of common stock of the Company (approximately $0.042 per share representing a discount to the trading price of $0.049 as of the effective date of the transaction). Non-controlling interests in Mint Organics and Mint Organics Florida Effective May 1, 2019, the Company has acquired all of the minority interests issued in Mint Organics and Mint Organics Florida, and accordingly, there no longer exists any non-controlling interests in those entities as of such date. |
LIABILITIES ATTRIBUTABLE TO DIS
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS | 12 Months Ended |
Oct. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Liabilities Attributable to Discontinued Operations | NOTE 14 – LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS During September 2015, the Company formed Ethan NY for the purpose of selling clothing and accessories through a retail store. During June 2016, the Ethan NY operations were closed. The following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2019 and 2018 (see Note 14): October 31, 2019 2018 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 $ 125,851 $ 125,851 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Segment Reporting [Abstract] | ||
Segment Information | NOTE 13 - SEGMENT INFORMATION The Company has only one operating segment. | NOTE 15 - SEGMENT INFORMATION For the years ended October 31, 2020 and 2019, the Company operated only one operating segment. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Oct. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 16 – SUBSEQUENT EVENTS Several subsequent events are disclosed in Notes 7, 10, and 12. There were no other subsequent events for disclosure purposes. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The unaudited consolidated financial statements include the accounts of the Company and its wholly-owned and majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted pursuant to the rules and regulations of the Securities Exchange Commission, although we believe that the disclosures made are adequate to make the information not misleading. These unaudited consolidated financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended October 31, 2020 filed with the Securities and Exchange Commission. | Basis of Presentation The consolidated financial statements include the accounts of the Company and its wholly-owned and majority owned subsidiaries. All significant intercompany accounts and transactions have been eliminated. |
Reclassifications | Reclassifications The advances from affiliates previously included in accrued liabilities to management at October 31, 2019 have been reclassified to conform with the current financial statement presentation. | |
Concentrations of Credit Risk | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At April 30, 2021, the Company did not hold cash balances in any financial institution in excess of FDIC insurance coverage limits. | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $250,000 per institution. At October 31, 2020, the Company held cash balances in one financial institution in excess of FDIC insurance coverage limits. During the fiscal year ended October 31, 2020, the Company did not have any customer that accounted for more than 10% of the total revenues for the year ended October 31, 2020. During the fiscal year ended October 31, 2019, the Company had one customer that accounted for approximately $206,400 of revenues (12.2%). No other customer accounted for more than 10% of the total revenues for the year ended October 31, 2019. During the fiscal year ended October 31, 2020, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $179,000 and $30,000 or 85.6% and 14.4%, respectively, of the total amount of tissue raw material purchased during that period. During the period November 1, 2018 through April 30, 2019, the Company purchased finished goods inventory that was sold to customers from two suppliers, of which each accounted for approximately $29,000 and $65,000 or 31.0% and 69.0%, respectively, of the total amount of finished goods inventory purchased during that period. During the May 1, 2019 through October 31, 2019, the Company purchased the tissue raw material used in manufacturing of its products from two suppliers, of which each accounted for approximately $61,000 and $47,500 or 56.0% and 44.0%, respectively, of the total amount of tissue raw material purchased during that period. The Company’s sales and supply agreements are non-exclusive and the Company does not believe it has any exposure based on the customers of its products and/or the availability of raw materials and/or products from other suppliers. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. |
Cash Equivalents | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. | Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. |
Accounts Receivable | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to pay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the three months and six months ended April 30, 2021 and 2020, the Company did not record any bad debt expense. | Accounts Receivable Accounts receivable are recorded at fair value on the date revenue is recognized. The Company provides allowances for doubtful accounts for estimated losses resulting from the inability of its customers to repay their obligation. If the financial condition of the Company's customers were to deteriorate, resulting in an impairment of their ability to repay, additional allowances may be required. The Company provides for potential uncollectible accounts receivable based on specific customer identification and historical collection experience adjusted for existing market conditions. The policy for determining past due status is based on the contractual payment terms of each customer, which are generally net 30 or net 60 days. Once collection efforts by the Company and its collection agency are exhausted, the determination for charging off uncollectible receivables is made. For the year ended October 31, 2020 and 2019, the Company recorded bad debt expense of $340 and $10,635, respectively. |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At April 30, 2021, the Company determined that there were not any reserves required in connection with our finished goods. | Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. We provide reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At October 31, 2020, we determined that there were not any reserves required in connection with our finished goods. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 to 15 years. Upon sale or retirement, the cost and related accumulated depreciation and amortization are eliminated from their respective accounts, and the resulting gain or loss is included in results of operations. Repairs and maintenance charges, which do not increase the useful lives of the assets, are charged to operations as incurred. |
Revenue Recognition | Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company applied the new standard using a modified retrospective approach. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery. | Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company applied the new standard using a modified retrospective approach. The Company recognizes revenue only when it transfers control of a promised good or service to a customer in an amount that reflects the consideration it expects to receive in exchange for the good or service. Our performance obligations are satisfied and control is transferred at a point-in-time, which is typically when the transfer and title to the product sold has taken place and there is evidence of our customer’s satisfactory acceptance of the product shipment or delivery. |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the period. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity instruments. At April 30, 2021, the Company had 9,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2021. At April 30, 2020, the Company had 7,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the three months and six months ended April 30, 2020. | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company's net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company's net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted average number of shares adjusted for any potentially dilutive debt or equity. At October 31, 2020, the Company had 9,500,000 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2020. At October 31, 2019, the Company had 4,529,371 common shares issuable upon the exercise of warrants that were not included in the computation of dilutive loss per share because their inclusion is anti-dilutive for the year ended October 31, 2019. |
Stock-Based Compensation | Stock-Based Compensation All share-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the option or warrant. | Stock-Based Compensation All stock-based payments to employees, including grants of employee stock options, are recognized in the financial statements based on their fair values. Stock options and warrants issued to consultants and other non-employees as compensation for services provided to the Company are accounted for based upon the estimated fair value of the option or warrant. |
Research and Development Costs | Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were approximately $234,300 and $33,600 for the three months ended April 30, 2021 and 2020, respectively. Our research and development expenses were approximately $896,200 and $105,800 for the six months ended April 30, 2021 and 2020, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials. | Research and Development Costs Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred. Our research and development expenses were $233,526 and $54,863 for the years ended October 31, 2020 and 2019, respectively. The research and development costs primarily relate to the filing and approval of IND applications and the performance of clinical trials. |
Income Taxes | Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months and six months ended April 30, 2021 and 2020 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during that period. There is a full valuation allowance established for the tax benefit associated with the net losses for the three months and six months ended April 30, 2021 and 2020. | Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the years ended October 31, 2020 and 2019 the Company incurred operating losses, and therefore, there was not any income tax expense amount recorded during those periods. There is a full valuation allowance for the years ended October 31, 2020 and 2019. Since January 1, 2018, the nominal corporate tax rate in the United States of America is 21 percent due to the passage of the "Tax Cuts and Jobs Act" on December 20, 2017 by the US Senate and House of Representatives. |
Valuation of Derivatives | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. | Valuation of Derivatives The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of the derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as other income (expense). Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date. |
Sequencing | Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 2,500,000,000 authorized shares of common stock of which 1,102,436,005 shares are issued and outstanding as of June 1, 2021. The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees. Currently the amount of authorized shares is sufficient to provide for the additional shares that the Company may be contingently obligated to issue under existing arrangements. | Sequencing The Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company’s inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. The Company currently has 1,500,000,000 authorized shares of common stock of which 992,207,783 shares are issued and outstanding. As described in Note 10, the Company approved the filing of an amendment to the Articles of Incorporation of the Company to increase the authorized shares of common stock from 1,500,000,000 to 2,500,000,000 (“Amendment”). The Company expects that it will continue to issue common stock in the future in connection with debt and/or equity financings, transactions with third parties, performance incentives and as compensation to its employees. Upon the effectiveness of the Amendment referred to above, expected to be February 9, 2021, the Company will have a sufficient amount of authorized shares to meet all contingently obligated issuances of common stock under existing arrangements. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at April 30, 2021 and October 31, 2020 that qualify as derivatives. | Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at October 31, 2020 and October 31, 2019 that qualify as derivatives. |
Operating and Finance Lease Obligations | Operating and Finance Lease Obligations Effective November 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), that requires organizations that lease assets to recognize assets and liabilities on the balance sheet and provide updated disclosures related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The Company adopted the new standard using a modified retrospective approach. The modified retrospective approach included a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to account for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified. Under the provisions of ASC 842, the Company is required to recognize a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized. | Operating and Finance Lease Obligations Effective November 1, 2019, the Company adopted Accounting Standards Update (ASU) No. 2016-02 (Topic 842) (“ASC 842”), that requires organizations that lease assets to recognize assets and liabilities on the balance sheet and provide updated disclosures related to the rights and obligations created by those leases, regardless of whether they are classified as finance or operating leases. The Company adopted the new standard using a modified retrospective approach. The modified retrospective approach included a number of optional practical expedients on leases that commenced before the effective date of ASC 842, including continuing to classify for leases that commenced before the effective date in accordance with previous guidance, unless the lease is modified. Under the provisions of ASC 842, the Company is required to recognize a right of use (“ROU”) asset and corresponding lease liability for all operating leases upon commencement of the lease. The Company’s policy is to treat operating leases that have a term of one year or less at lease commencement date and do not include a purchase option that is reasonably certain of exercise, consistent with the lease recognition approach as previously outlined under ASC 840. In addition, month to month leases which do not involve additional financial commitments on the part of the Company are also treated consistent with the lease recognition approach as previously outlined under ASC 840. The Company has established a capitalization threshold of $15,000 in determining whether any future operating leases will be capitalized. The adoption of ASC 842 resulted in the Company retrospectively recording a ROU asset and corresponding operating lease obligation of $55,777 on November 1, 2018. |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events that occurred after April 30, 2021 through the financial statement issuance date for subsequent event disclosure consideration. | Subsequent Events The Company has evaluated subsequent events that occurred after October 31, 2020 through the financial statement issuance date for subsequent event disclosure consideration. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | April 30, October 31, Raw materials and supplies $ 34,117 $ 26,199 Finished goods 119,844 120,612 Total inventories $ 153,961 $ 146,811 | October 31, October 31, Raw materials and supplies $ 26,199 $ 5,123 Finished goods 120,612 72,840 Total inventories $ 146,811 $ 77,963 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | April 30, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 217,694 171,430 465,942 419,678 Less: accumulated depreciation (79,300 ) (54,444 ) Total property and equipment, net $ 386,642 $ 365,234 | October 31, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 171,430 32,736 419,678 280,984 Less: accumulated depreciation (54,444 ) (17,669 ) Total property and equipment, net $ 365,234 $ 263,315 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Finance Lease, Liability Maturity | The minimum lease payments pursuant to the Finance Lease are as follows: Minimum Year Ended October 31, Rent 2021 $ 58,669 2022 54,156 2023 54,156 2024 18,052 Total undiscounted finance lease payments 185,033 Less: imputed interest (15,044 ) Present value of finance lease liabilities $ 169,989 |
Operating Lease, Liability, Maturity | The minimum lease payments pursuant to the office lease are as follows: Minimum Year Ended October 31, Rent 2021 $ 42,000 2022 42,000 2023 28,000 Total undiscounted operating lease payments 112,000 Less: imputed interest (6,645 ) Present value of operating lease liabilities $ 105,355 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The consolidated provision for income taxes for October 31, 2020 and 2019 consists of the following: Year Ended Year Ended 2020 2019 Current: Federal $ – $ – State – – $ – $ – Deferred: Federal $ (2,626,791 ) $ (185,045 ) State (540,796 ) (19,471 ) (3,167,587 ) (204,516 ) Change in Valuation Allowance 3,167,587 204,516 ) $ – $ – |
Schedule of Effective Income Tax Rate Reconciliation | Effective tax rates differ from the federal statutory rate of 21% for 2020 and 2019 applied to income before income taxes. A reconciliation of the U.S. federal statutory tax amount to the Company’s effective tax amount is as follows: October 31, October 31, Tax at federal statutory rate $ (2,642,423 ) $ (361,687 ) State taxes, net of federal benefit (546,730 ) (74,835 ) Permanent differences 18,782 10,468 Other 2,784 221,538 Total income tax expense (benefit) (3,167,587 ) (204,516 ) Change in valuation allowance 3,167,587 204,516 ) $ – $ – |
Schedule of Deferred Tax Assets and Liabilities | The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows: October 31, October 31, Deferred Tax Assets: Stock based compensation $ 5,184,240 $ 2,670,914 Accrued compensation 315,122 136,127 Net operating loss carryforward-Federal 640,663 222,754 Net operating loss carryforward-State 118,160 34,918 Other 177 177 Total deferred tax assets: 6,258,362 3,064,890 Deferred Tax Liabilities: Property and equipment 92,535 66,650 Total deferred tax liabilities: 92,535 66,650 Valuation Allowance (6,165,827 ) (2,998,240 ) Net deferred tax assets $ – $ – |
CAPITAL STOCK (Tables)
CAPITAL STOCK (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | ||
Schedule of minimum pre-Transaction price per share | On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Pre-Transaction Executive Bonus Non-executive $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara | On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
Schedule of debt and/or equity financings | On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 | On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross fundings (grants for research and development and clinical trials, purchase contracts for Company products, debt and/or equity financings) or other financial awards during the term of employment with the Company based on the amounts indicated below: Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 |
Schedule of management and consultants performance stock plan | Pursuant to the MCPP, a total of 342,500,000 shares have been issued and as described above, additional shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: MCPP Shares Name Awarded Albert Mitrani 80,000,000 Ian Bothwell 80,000,000 Dr. Maria I. Mitrani 80,000,000 Dr. George Shapiro 69,500,000 Consultants 33,000,000 Total 342,500,000 | Pursuant to the MCPP, a total of 293,000,000 shares have been issued and approximately 582,500,000 shares are authorized to be issued under the MCPP subject to the achievement of the defined contingent performance based milestones described above and provided the milestones are achieved while the individual is employed and/or serving as a member of the Board: MCPP MCPP MCPP Remaining Total Shares Shares Shares Name Awarded Available Approved Albert Mitrani 65,000,000 137,500,000 202,500,000 Ian Bothwell 65,000,000 167,500,000 232,500,000 Dr. Maria I. Mitrani 65,000,000 167,500,000 232,500,000 Dr. George Shapiro 65,000,000 100,000,000 165,000,000 Dr. Allen Meglin - 5,000,000 5,000,000 Michael Carbonara - 5,000,000 5,000,000 Consultants 33,000,000 - 33,000,000 Total 293,000,000 582,500,000 875,500,000 |
WARRANTS (Tables)
WARRANTS (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Warrants | ||
Summary of Warrant Activity | A summary of warrant activity for the six months ended April 30, 2021 and 2020 are presented below. Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted – $ – – $ – Exercised – $ – – $ – Expired/Forfeited – $ – – $ – Outstanding and exercisable at April 30, 2021 9,500,000 $ 0.03 7.40 $ 3,479,600 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ – Granted 7,500,000 $ 0.03 10.00 $ – Exercised - $ - - $ – Expired/Forfeited (4,529,371 ) $ 0.20 - $ – Outstanding and exercisable at April 30, 2020 7,500,000 $ 0.03 9.83 $ 36,750 | A summary of warrant activity for the years ended October 31, 2019 and 2020 are presented below: Number of Weighted- Remaining Aggregate Outstanding at October 31, 2018 3,687,484 $ 0.41 1.14 $ - Granted 2,000,000 $ 0.08 1.00 $ - Exercised - $ - Expired/Forfeited (1,158,313 ) $ 0.67 0.04 - Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Exercisable at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Number of Weighted- Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ - Granted 9,500,000 $ 0.03 8.53 $ - Exercised - $ - $ - Expired/Forfeited (4,529,371 ) $ 0.20 - $ - Outstanding and exercisable at October 31, 2020 9,500,000 $ 0.03 7.90 $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of adjustment revenues | Monthly Revenues Base Salary $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 | Monthly Revenues (in millions) Base Salary Increase $ 1.00 $ 130,000 $ 1.50 $ 200,000 $ 2.00 $ 275,000 $ 3.50 $ 630,000 $ 5.00 $ 900,000 |
LIABILITIES ATTRIBUTABLE TO D_2
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet and Additional Disclosures | The following summarizes the carrying amounts of the assets and liabilities of Ethan NY at October 31, 2019 and 2018 (see Note 14): October 31, 2019 2018 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 $ 125,851 $ 125,851 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Oct. 31, 2020 | Oct. 31, 2019 | Jun. 01, 2021 | May 19, 2020 | May 18, 2020 | Nov. 02, 2018 | |
FDIC limits per institutions | $ 250,000 | $ 250,000 | $ 250,000 | |||||||||
Revenue | 2,563,516 | $ 1,305,178 | 3,055,776 | $ 1,702,271 | ||||||||
Cost of revenues | 304,492 | 196,998 | 398,606 | 300,837 | ||||||||
Bad debt expense | 0 | $ 0 | 0 | 0 | 340 | 10,635 | ||||||
Research and Development Expense | $ 234,300 | $ 33,600 | $ 896,200 | $ 105,800 | $ 233,526 | $ 54,863 | ||||||
Corporate tax rate | 21.00% | |||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||
Common stock, shares issued | 1,095,469,695 | 1,095,469,695 | 502,936,805 | 939,942,783 | 502,936,805 | 1,102,436,005 | ||||||
Common stock, shares outstanding | 1,095,469,695 | 1,095,469,695 | 502,936,805 | 939,942,783 | 502,936,805 | 1,102,436,005 | ||||||
ROU asset | $ 319,461 | $ 319,461 | $ 22,813 | $ 105,355 | $ 22,813 | $ 55,777 | ||||||
Operating lease obligation | $ 105,355 | $ 55,777 | ||||||||||
Minimum [Member] | ||||||||||||
Property and equipment estimated useful lives | 3 years | 3 years | ||||||||||
Maximum [Member] | ||||||||||||
Property and equipment estimated useful lives | 15 years | 15 years | ||||||||||
First Supplier [Member] | ||||||||||||
Concentration credit risk percentage | 56.00% | 31.00% | 85.60% | |||||||||
Cost of revenues | $ 61,000 | $ 29,000 | $ 179,000 | |||||||||
Second Supplier [Member] | ||||||||||||
Concentration credit risk percentage | 44.00% | 69.00% | 14.40% | |||||||||
Cost of revenues | $ 47,500 | $ 65,000 | $ 30,000 | |||||||||
Sales Revenue, Net [Member] | One Customer [Member] | ||||||||||||
Revenue | $ 206,400 | |||||||||||
Concentration credit risk percentage | 12.20% | |||||||||||
Common Shares Issuable Upon Exercise of Warrants [Member] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share | 9,500,000 | 7,500,000 | 9,500,000 | 7,500,000 | 9,500,000 | 4,529,371 |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Loss from operations | $ (10,398,764) | $ (2,044,663) | $ (12,437,941) | $ (1,776,490) |
Accumulated deficit | (39,257,689) | (28,868,189) | $ (16,285,222) | |
Working capital deficit | $ (2,978,179) | $ (1,693,741) |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 34,117 | $ 26,199 | $ 5,123 |
Finished goods | 119,844 | 120,612 | 72,840 |
Total Inventories | $ 153,961 | $ 146,811 | $ 77,963 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Property and equipment, gross | $ 465,942 | $ 419,678 | $ 280,984 |
Less: accumulated depreciation and amortization | (79,300) | (54,444) | (17,669) |
Total property and equipment, net | 386,642 | 365,234 | 263,315 |
Computer Equipment [Member] | |||
Property and equipment, gross | 8,653 | 8,653 | 8,653 |
Finance lease equipment [Member] | |||
Property and equipment, gross | 239,595 | 239,595 | 239,595 |
Manufacturing Equipment [Member] | |||
Property and equipment, gross | $ 217,694 | $ 171,430 | $ 32,736 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Nov. 02, 2018 | |
Depreciation expense | $ 12,665 | $ 8,725 | $ 24,856 | $ 15,159 | $ 36,775 | $ 14,794 | ||
Lab equipment | $ 3,500 | |||||||
Lease Agreement [Member] | ||||||||
Lab equipment | $ 239,595 | |||||||
Annual interest rate | 4.50% | |||||||
Estimated useful lives of leased equipment | 15 years |
LEASE OBLIGATIONS (Details - Fi
LEASE OBLIGATIONS (Details - Finance Lease, Liability Maturity) | Oct. 31, 2020USD ($) |
Leases [Abstract] | |
2021 | $ 58,669 |
2022 | 54,156 |
2023 | 54,156 |
2024 | 18,052 |
Total undiscounted finance lease payments | 185,033 |
Less: imputed interest | (15,044) |
Present value of finance lease liabilities | $ 169,989 |
LEASE OBLIGATIONS (Details - Op
LEASE OBLIGATIONS (Details - Operating Lease, Liability, Maturity) - USD ($) | Oct. 31, 2020 | Nov. 02, 2018 |
Leases [Abstract] | ||
2021 | $ 42,000 | |
2022 | 42,000 | |
2023 | 28,000 | |
Total undiscounted operating lease payments | 112,000 | |
Less: imputed interest | (6,645) | |
Present value of operating lease liabilities | $ 105,355 | $ 55,777 |
LEASE OBLIGATIONS (Details Narr
LEASE OBLIGATIONS (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 31, 2021 | Oct. 02, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Mar. 31, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2020 | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 02, 2018 | |
Security deposit | $ 47,682 | $ 47,682 | $ 17,800 | $ 5,000 | |||||||||
Lab equipment | $ 3,500 | ||||||||||||
ROU asset | 319,461 | 319,461 | 105,355 | 22,813 | 55,777 | ||||||||
Operating lease obligation | 105,355 | $ 55,777 | |||||||||||
Lease term | 36 months | ||||||||||||
Borrowing rate | 4.50% | ||||||||||||
Operating lease - right of use assets | 235,313 | $ 0 | 117,659 | 55,777 | |||||||||
Lease expense | 9,350 | $ 8,571 | 18,700 | $ 17,046 | $ 35,117 | $ 32,964 | |||||||
MariLuna [Member] | |||||||||||||
Security deposit | $ 11,000 | 5,000 | 5,000 | ||||||||||
Minimum monthly lease payments | $ 6,500 | $ 3,500 | |||||||||||
Operating lease obligation | $ 117,659 | ||||||||||||
Lease term | 36 months | ||||||||||||
Borrowing rate | 4.50% | ||||||||||||
Lease expiration date | Sep. 30, 2021 | ||||||||||||
Miami Lab Lease Agreement [Member] | |||||||||||||
Security deposit | $ 6,332 | ||||||||||||
Minimum monthly lease payments | $ 4,400 | $ 5,200 | |||||||||||
Lease Agreement [Member] | |||||||||||||
Lab equipment | $ 239,595 | ||||||||||||
Annual interest rate | 4.50% | ||||||||||||
Estimated useful lives of leased equipment | 15 years | ||||||||||||
Basalt Lab Agreement [Member] | |||||||||||||
Security deposit | $ 13,600 | ||||||||||||
Minimum monthly lease payments | 2,452 | ||||||||||||
Lab equipment | 240,000 | ||||||||||||
Operating lease obligation | $ 235,313 | $ 235,313 | |||||||||||
Borrowing rate | 4.50% | 4.50% | |||||||||||
Lease expense | $ 6,600 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Feb. 12, 2020 | Oct. 10, 2019 | Apr. 30, 2021 | Feb. 28, 2021 | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Oct. 31, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 28, 2020 | Apr. 30, 2020 | Apr. 27, 2020 | Feb. 26, 2020 | May 31, 2020 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 02, 2020 | Dec. 31, 2019 |
Monthly rent expense | $ 2,900 | ||||||||||||||||||||||
Security deposit | $ 47,682 | $ 17,800 | $ 47,682 | $ 47,682 | 17,800 | $ 5,000 | |||||||||||||||||
Rent expenses | 10,500 | 21,000 | 37,200 | 34,800 | |||||||||||||||||||
Payment for rent | 7,454 | 15,724 | 24,788 | ||||||||||||||||||||
Revenue from customer | 95,455 | 71,650 | |||||||||||||||||||||
Share based compensation | 7,850,613 | $ 792,536 | 9,914,499 | 727,412 | |||||||||||||||||||
Proceeds from related party debt | $ 300,000 | ||||||||||||||||||||||
Issuance of common stock | 240,000 | 50,000 | 25,000 | ||||||||||||||||||||
Bonus | $ 37,500 | ||||||||||||||||||||||
MariLuna [Member] | |||||||||||||||||||||||
Monthly rent expense | 3,500 | ||||||||||||||||||||||
Security deposit | $ 5,000 | 5,000 | 5,000 | $ 11,000 | |||||||||||||||||||
Management Services Organization [Member] | |||||||||||||||||||||||
Proceed from sale of products | 158,000 | 491,760 | |||||||||||||||||||||
Republic Asset Holdings LLC [Member] | |||||||||||||||||||||||
Number of common stock sold | 1,818,181 | ||||||||||||||||||||||
Issuance of common stock | 100,000 | ||||||||||||||||||||||
Share Price | $ 0.055 | ||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Share based compensation | $ 5,721,000 | ||||||||||||||||||||||
FundingFacility [Member] | |||||||||||||||||||||||
Debt conversion, shares issued | 40,000,000 | ||||||||||||||||||||||
Second Lease Agreement [Member] | |||||||||||||||||||||||
Monthly rent expense | 6,500 | ||||||||||||||||||||||
Security deposit | 11,000 | 11,000 | 11,000 | 11,000 | 11,000 | ||||||||||||||||||
Rent expenses | 19,500 | 39,000 | |||||||||||||||||||||
Mr. Bothwell [Member] | |||||||||||||||||||||||
Number of cashless warrants granted | 7,500,000 | ||||||||||||||||||||||
Warrant exercise price per share | $ 0.028 | ||||||||||||||||||||||
Due to related party | 1,965 | 1,965 | |||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Mr. Bothwell [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Bonus | $ 50,000 | ||||||||||||||||||||||
Albert Mitrani [Member] | |||||||||||||||||||||||
Accrued salary | 282,846 | 216,436 | 282,846 | 282,846 | 216,436 | ||||||||||||||||||
Dr. Mari Mitrani [Member] | |||||||||||||||||||||||
Accrued salary | 272,455 | 233,655 | 272,455 | 272,455 | 233,655 | ||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Dr. Mari Mitrani [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Bonus | $ 50,000 | ||||||||||||||||||||||
Ian Bothwell [Member] | |||||||||||||||||||||||
Accrued salary | $ 715,741 | 649,407 | 715,741 | 715,741 | 649,407 | ||||||||||||||||||
Dr. George Shapiro[Member] | |||||||||||||||||||||||
Accrued consulting fees | $ 54,833 | 54,833 | |||||||||||||||||||||
Dr. Allen Meglin [Member] | |||||||||||||||||||||||
Share based compensation | $ 195,869 | ||||||||||||||||||||||
Number of common stock sold | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | ||||||||||||||||||
Purchase price | $ 127,251 | $ 100,000 | $ 220,000 | ||||||||||||||||||||
Sale of stock, price per share | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.08 | |||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||
Dr. Allen Meglin [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||
Mr. Carbonara [Member] | |||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||
Mr. Carbonara [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||
Mr. Carbonara [Member] | FundingFacility [Member] | |||||||||||||||||||||||
Proceeds from related party debt | $ 500,000 | ||||||||||||||||||||||
Debt conversion, shares issued | 40,000,000 | ||||||||||||||||||||||
Chief Medical Officer [Member] | |||||||||||||||||||||||
Share based compensation | $ 82,250 | ||||||||||||||||||||||
Common stock granted | 5,000,000 | ||||||||||||||||||||||
Compensation | $ 82,250 | ||||||||||||||||||||||
Issuance of common stock | 500,000 | ||||||||||||||||||||||
Mr. Zucker [Member] | |||||||||||||||||||||||
Issuance of common stock | 736,808 | ||||||||||||||||||||||
Shares issued, price per share | $ 0.022 | $ 0.022 | |||||||||||||||||||||
Distributor [Member] | |||||||||||||||||||||||
Share based compensation | $ 345,000 | $ 345,000 | |||||||||||||||||||||
Common stock granted | 3,000,000 | ||||||||||||||||||||||
Share Price | $ 0.115 | ||||||||||||||||||||||
Mr. Mitrani [Member] | |||||||||||||||||||||||
Share based compensation | $ 5,721,000 | ||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Mr. Mitrani [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||
Issuance of common stock | 47,675,000 | ||||||||||||||||||||||
Bonus | $ 50,000 | ||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||
Proceed from sale of products | $ 35,870 | $ 46,270 | |||||||||||||||||||||
Share based compensation | $ 16,210 | ||||||||||||||||||||||
Share Price | $ 0.022 | $ 0.022 |
NOTES PAYABLE (Details Narrativ
NOTES PAYABLE (Details Narrative) - USD ($) | Feb. 12, 2020 | Oct. 10, 2019 | May 02, 2019 | Oct. 31, 2020 | Jun. 25, 2020 | May 31, 2019 | Mar. 31, 2019 | Feb. 19, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jul. 31, 2020 | Feb. 05, 2019 | Oct. 31, 2018 | Aug. 10, 2018 | Jun. 20, 2018 | Jun. 22, 2017 |
Repayment of notes payable | $ 33,557 | $ 48,210 | $ 130,489 | $ 12,562 | ||||||||||||||
Interest expense | 0 | $ 4,349 | ||||||||||||||||
Third Party [Member] | ||||||||||||||||||
Share Price | $ 0.05 | |||||||||||||||||
Third Party [Member] | Mint Organics Inc [Member] | ||||||||||||||||||
Debt principal amount | $ 60,000 | |||||||||||||||||
Interest rate | 10.00% | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 2,735,000 | |||||||||||||||||
Late fees and penalties | $ 72,568 | |||||||||||||||||
Share Price | $ 0.0265 | |||||||||||||||||
General Surgical Florida [Member] | ||||||||||||||||||
Interest rate | 45.67% | |||||||||||||||||
Line of credit | $ 100,000 | |||||||||||||||||
Repayment of line of credit | $ 132,160 | |||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||
Debt principal amount | $ 25,000 | |||||||||||||||||
Notes payable | $ 4,392 | 4,392 | ||||||||||||||||
FundingFacility [Member] | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 40,000,000 | |||||||||||||||||
FundingFacility [Member] | Noteholder [Member] | ||||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 599,400 | |||||||||||||||||
Interest expense | $ 94,170 | |||||||||||||||||
Funding facility, description | Noteholder was required to fund the Company an initial tranche of $100,000 on October 15, 2019 (“Initial Funding Date”) and had the option to fund the Company up to an aggregate of $500,000 (“Funding Facility Limit”) in minimum $100,000 monthly tranches by no later than February 15, 2020 (“Funding Expiration Date”). | |||||||||||||||||
Line of credit, maturity date | Feb. 15, 2021 | |||||||||||||||||
Debt conversion, description | The Funding Facility, plus all accrued interest, automatically converts into 40,000,000 shares of newly issued restricted common stock of the Company (“Converted Stock”) if the Noteholder funds the full $500,000 by the Funding Expiration Date. | |||||||||||||||||
Line of credit | $ 505,230 | |||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||
Debt principal amount | $ 100,000 | $ 150,000 | ||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||
Debt outstanding | 144,000 | |||||||||||||||||
Accrued interest | 2,880 | |||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||
Debt conversion, converted instrument, amount | $ 100,622 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,773,584 | |||||||||||||||||
Debt conversion, original amount | $ 100,000 | |||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||
Debt principal amount | $ 70,000 | |||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Accredited Investor 1 [Member] | Settlement and General Release Agreement [Member] | ||||||||||||||||||
Debt principal amount | $ 50,000 | |||||||||||||||||
Periodic payments | $ 6,250 | |||||||||||||||||
Frequency of periodic payment | Monthly | |||||||||||||||||
Repayment of notes payable | $ 50,000 | |||||||||||||||||
Accredited Investor 2 [Member] | ||||||||||||||||||
Interest expense | 24,180 | |||||||||||||||||
Accredited Investor 2 [Member] | Settlement and General Release Agreement [Member] | ||||||||||||||||||
Debt principal amount | 20,000 | $ 20,000 | $ 20,000 | |||||||||||||||
Debt conversion, converted instrument, amount | $ 20,300 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 160,000 | |||||||||||||||||
Debt conversion, original amount | $ 20,000 | |||||||||||||||||
Debt conversion price per share | $ 0.125 | $ 0.125 | $ 0.125 | |||||||||||||||
One Accredited Investors [Member] | ||||||||||||||||||
Debt principal amount | $ 30,000 | |||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 30,478 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,111,111 | |||||||||||||||||
Debt conversion, original amount | $ 30,000 | |||||||||||||||||
Debt conversion price per share | $ 0.0274 |
INCOME TAXES (Details - Compone
INCOME TAXES (Details - Components of Income Tax Expense (Benefit)) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Current: | ||||
Federal | $ 0 | $ 0 | ||
State | 0 | 0 | ||
Current Income Tax Expense (Benefit) | 0 | 0 | ||
Deferred: | ||||
Federal | (2,626,791) | (185,045) | ||
State | (540,796) | (19,471) | ||
Deferred Income Tax Expense (Benefit) | (3,167,587) | (204,516) | ||
Change in Valuation Allowance | 3,167,587 | 204,516 | ||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details - Effecti
INCOME TAXES (Details - Effective Reconciliation of Income Tax) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Tax at federal statutory rate | $ (2,642,423) | $ (361,687) | ||
State taxes, net of federal benefit | (546,730) | (74,835) | ||
Permanent differences | 18,782 | 10,468 | ||
Other | 2,784 | 221,538 | ||
Total income tax expense (benefit) | (3,167,587) | (204,516) | ||
Change in valuation allowance | 3,167,587 | 204,516 | ||
Income tax provision | $ 0 | $ 0 | $ 0 | $ 0 |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred Tax Assets) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
Deferred tax asset: | ||
Stock based compensation | $ 5,184,240 | $ 2,670,914 |
Accrued compensation | 315,122 | 136,127 |
Net operating loss carryforward-Federal | 640,663 | 222,754 |
Net operating loss carryforward-State | 118,160 | 34,918 |
Other | 177 | 177 |
Total deferred tax assets: | 6,258,362 | 3,064,890 |
Deferred Tax Liabilities: | ||
Property and equipment | 92,535 | 66,650 |
Total deferred tax liabilities: | 92,535 | 66,650 |
Less valuation allowance | (6,165,827) | (2,998,240) |
Net deferred tax assets | $ 0 | $ 0 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2011 | |
Income Tax Disclosure [Abstract] | ||||
Statutory income tax rate | 21.00% | 21.00% | ||
Net operating loss carryforward | $ 3,050,776 | |||
Penalties | $ 90,000 | 90,000 | $ 20,000 | |
Accrued tax penalties | $ 70,000 | $ 70,000 |
IRS PENALTIES (Details Narrativ
IRS PENALTIES (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2011 | |
Income Tax Disclosure [Abstract] | |||
Penalties | $ 90,000 | $ 90,000 | $ 20,000 |
Accrued tax penalties | $ 70,000 | $ 70,000 |
CAPITAL STOCK (Details - Minimu
CAPITAL STOCK (Details - Minimum pre-Transaction price per share) - $ / shares | 6 Months Ended | 12 Months Ended | |
Apr. 30, 2021 | Oct. 31, 2020 | ||
$0.22 | |||
Pre-transaction price per share valuation | [1] | $ 0.22 | $ 0.22 |
Executive bonus shares issued | [2] | 40,000,000 | 40,000,000 |
Non-executive board bonus shares issued | [3] | 2,000,000 | 2,000,000 |
$0.34 | |||
Pre-transaction price per share valuation | [1] | $ 0.34 | $ 0.34 |
Executive bonus shares issued | [2] | 60,000,000 | 60,000,000 |
Non-executive board bonus shares issued | [3] | 3,000,000 | 3,000,000 |
$0.45 | |||
Pre-transaction price per share valuation | [1] | $ 0.45 | $ 0.45 |
Executive bonus shares issued | [2] | 80,000,000 | 80,000,000 |
Non-executive board bonus shares issued | [3] | 4,000,000 | 4,000,000 |
$0.54 | |||
Pre-transaction price per share valuation | [1] | $ 0.54 | $ 0.54 |
Executive bonus shares issued | [2] | 100,000,000 | 100,000,000 |
Non-executive board bonus shares issued | [3] | 5,000,000 | 5,000,000 |
[1] | proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances | ||
[2] | per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro | ||
[3] | per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
CAPITAL STOCK (Details - Debt a
CAPITAL STOCK (Details - Debt and/or equity financings) - USD ($) | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Range 1 [Member] | ||
Aggregate funding amount, minimum | $ 2,500,000 | $ 2,500,000 |
Aggregate funding amount, maximum | $ 5,000,000 | $ 5,000,000 |
Shares | 5,000,000 | 5,000,000 |
Range 2 [Member] | ||
Aggregate funding amount, minimum | $ 5,000,001 | $ 5,000,001 |
Aggregate funding amount, maximum | $ 10,000,000 | $ 10,000,000 |
Shares | 10,000,000 | 10,000,000 |
Range 3 [Member] | ||
Aggregate funding amount, minimum | $ 10,000,001 | $ 10,000,001 |
Aggregate funding amount, maximum | $ 30,000,000 | $ 30,000,000 |
Shares | 30,000,000 | 30,000,000 |
CAPITAL STOCK (Details - Manage
CAPITAL STOCK (Details - Management and consultants performance stock plan) - shares | 6 Months Ended | 12 Months Ended |
Apr. 30, 2021 | Oct. 31, 2020 | |
Mcpp shares awarded | 342,500,000 | 293,000,000 |
Mcpp remaining shares available | 582,500,000 | |
Mcpp total shares approved | 875,500,000 | |
Albert Mitrani | ||
Mcpp shares awarded | 80,000,000 | 65,000,000 |
Mcpp remaining shares available | 137,500,000 | |
Mcpp total shares approved | 202,500,000 | |
Ian Bothwell [Member] | ||
Mcpp shares awarded | 80,000,000 | 65,000,000 |
Mcpp remaining shares available | 167,500,000 | |
Mcpp total shares approved | 232,500,000 | |
Maria I. Mitrani [Member] | ||
Mcpp shares awarded | 80,000,000 | 65,000,000 |
Mcpp remaining shares available | 167,500,000 | |
Mcpp total shares approved | 232,500,000 | |
George Shapiro [Member] | ||
Mcpp shares awarded | 69,500,000 | 65,000,000 |
Mcpp remaining shares available | 100,000,000 | |
Mcpp total shares approved | 165,000,000 | |
Allen Meglin [Member] | ||
Mcpp shares awarded | 0 | |
Mcpp remaining shares available | 5,000,000 | |
Mcpp total shares approved | 5,000,000 | |
Michael Carbonara [Member] | ||
Mcpp shares awarded | 0 | |
Mcpp remaining shares available | 5,000,000 | |
Mcpp total shares approved | 5,000,000 | |
Consultants [Member] | ||
Mcpp shares awarded | 33,000,000 | 33,000,000 |
Mcpp remaining shares available | 0 | |
Mcpp total shares approved | 33,000,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Jun. 04, 2021 | Jan. 04, 2021 | May 15, 2020 | Feb. 12, 2020 | May 31, 2021 | Apr. 30, 2021 | Mar. 29, 2021 | Feb. 28, 2021 | Feb. 22, 2021 | Dec. 31, 2020 | Dec. 21, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Sep. 30, 2020 | Sep. 23, 2020 | Aug. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | May 28, 2020 | May 19, 2020 | May 18, 2020 | Apr. 30, 2020 | Apr. 27, 2020 | Apr. 25, 2020 | Feb. 29, 2020 | May 31, 2020 | May 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2021 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jun. 01, 2021 | Feb. 26, 2020 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||||||||||||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | ||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 2,500,000,000 | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 2,500,000,000 | ||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 7,850,613 | $ 792,536 | $ 9,914,499 | $ 727,412 | ||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 240,000 | 50,000 | 25,000 | |||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 7,875 | $ 240,000 | ||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 875,000 | |||||||||||||||||||||||||||||||||||||||
MCPP [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 33,000,000 | 49,500,000 | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 891,000 | $ 1,336,500 | $ 7,911,000 | |||||||||||||||||||||||||||||||||||||
Common stock granted | 205,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 342,500,000 | 293,000,000 | ||||||||||||||||||||||||||||||||||||||
Shares authorized under plan | 342,500,000 | 582,500,000 | 342,500,000 | 342,500,000 | 582,500,000 | 582,500,000 | ||||||||||||||||||||||||||||||||||
Funding Facility [Member] | ||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 40,000,000 | |||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.175 | $ 0.175 | ||||||||||||||||||||||||||||||||||||||
Stock exchanged for commission payables, shares | 176,989 | |||||||||||||||||||||||||||||||||||||||
Stock exchanged for commission payables, value | $ 30,973 | |||||||||||||||||||||||||||||||||||||||
Employee [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 27,450 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 500,000 | |||||||||||||||||||||||||||||||||||||||
Employee [Member] | Employment Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Option grant | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Grant price | $ 0.136 | |||||||||||||||||||||||||||||||||||||||
Value of stock granted | $ 136,000 | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 74,344 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 750,000 | |||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 51,167 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.0614 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 20,000,000 | |||||||||||||||||||||||||||||||||||||||
Common stock issued, Value | $ 1,228,000 | |||||||||||||||||||||||||||||||||||||||
Third Party [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 11,875 | $ 250,000 | ||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 500,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Third Party [Member] | Consulting Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 28,500 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.057 | $ 0.057 | $ 0.057 | |||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 500,000 | |||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 13,677,821 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 535,000 | |||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.13 | $ 0.13 | ||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | 0.03 | 0.03 | |||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.25 | 0.25 | $ 0.25 | |||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 2,087,822 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 286,250 | |||||||||||||||||||||||||||||||||||||||
CMO [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 140,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.028 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 500,000 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 82,250 | |||||||||||||||||||||||||||||||||||||||
Mr. Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | |||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 800,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 40,000 | |||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | |||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 12,340,910 | 2,033,333 | 4,800,000 | 11,050,000 | ||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 665,000 | $ 170,000 | $ 410,000 | $ 221,000 | ||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.06 | $ 0.086 | ||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | ||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.10 | $ 0.10 | 0.10 | $ 0.10 | ||||||||||||||||||||||||||||||||||||
Republic Asset Holdings LLC [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 1,818,181 | 5,000,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 100,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.055 | $ 0.02 | ||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 56,364 | $ 34,500 | ||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consultants Agreement [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 266,400 | |||||||||||||||||||||||||||||||||||||||
Common stock granted | 12,000,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.022 | |||||||||||||||||||||||||||||||||||||||
Shares vested | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 290,000 | $ 35,000 | ||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | $ 0.035 | $ 0.145 | $ 0.145 | 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||
Shares vested | 4,500,000 | |||||||||||||||||||||||||||||||||||||||
One Individual [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 36,225 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 250,000 | |||||||||||||||||||||||||||||||||||||||
Dr. Mari Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Mr. Bothwell [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.028 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Albert Mitrani [Member] | MCPP [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.25 | |||||||||||||||||||||||||||||||||||||||
Dr. Maria I. Mitrani [Member] | MCPP [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 7,500,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.50 | |||||||||||||||||||||||||||||||||||||||
Bothwell [Member] | MCPP [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.75 | |||||||||||||||||||||||||||||||||||||||
Three Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 3,250,000 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 65,000 | |||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||||||
Dr. Allen Meglin [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | |||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 127,251 | $ 220,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.02 | 0.03 | $ 0.08 | $ 0.08 | |||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 195,869 | |||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 1,000,000 | 3,000,000 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | $ 60,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | 0.02 | ||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | 0.03 | ||||||||||||||||||||||||||||||||||||||
19 Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 13,499,992 | 13,499,992 | ||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 405,000 | $ 405,000 | ||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | $ 0.03 | |||||||||||||||||||||||||||||||||||||
Restricted cash | $ 25,000 | |||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 8,606,665 | |||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 392,100 | |||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | |||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.06 | |||||||||||||||||||||||||||||||||||||||
Sales Executive [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 157,500 | |||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 18,650 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 650,000 | |||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.027 | |||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | 0.031 | |||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 89,458 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,725,000 | |||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | 0.029 | |||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.034 | |||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 27,809 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 925,000 | |||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | 0.031 | $ 0.031 | ||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.048 | $ 0.048 | ||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 96,600 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,050,000 | |||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | 0.023 | $ 0.023 | $ 0.023 | |||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.28 | 0.28 | $ 0.28 | |||||||||||||||||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 16,210 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.022 | $ 0.022 | $ 0.022 | |||||||||||||||||||||||||||||||||||||
Shares issued, shares based compensation, shares | 736,808 | |||||||||||||||||||||||||||||||||||||||
Distributor [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 345,000 | 345,000 | ||||||||||||||||||||||||||||||||||||||
Common stock granted | 3,000,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.115 | |||||||||||||||||||||||||||||||||||||||
Advisor [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 10,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Shares vested, description | 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. | |||||||||||||||||||||||||||||||||||||||
Warrants to purchase share of common stock | 6,000,000 | |||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||||||||||||||||||||||||||||||
Warrant term | 3 years | |||||||||||||||||||||||||||||||||||||||
Consultant 1 [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.127 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 300,000 | |||||||||||||||||||||||||||||||||||||||
Consultant 2 [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.127 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 25,000 | |||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 40,790 | |||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 8,730 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 230,000 | |||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.035 | 0.035 | $ 0.035 | |||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.17 | $ 0.17 | $ 0.17 | |||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 290,000 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Individual [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 36,225 | |||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | |||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 250,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr. Mari Mitrani [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr. Bothwell [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | |||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr. Allen Meglin [Member] | ||||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | ||||||||||||||||||||||||||||||||||||||||
Voting right, percentage | Voting equivalency of 53.55% | Voting equivalency of 53.55% | Voting equivalency of 50.30% | Voting equivalency of 50.30% | ||||||||||||||||||||||||||||||||||||
Board of Directors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Voting right, percentage | Voting equivalency of 53.55% | Voting equivalency of 53.55% | ||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | 2,500,000,000 | ||||||||||||||||||||||||||||||||||||||
Executive Management [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 45,000,000 | |||||||||||||||||||||||||||||||||||||||
Executive Management [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 45,000,000 | |||||||||||||||||||||||||||||||||||||||
Non-executive Board Members [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Non-executive Board Members [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Administrative Staff [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 550,000 | |||||||||||||||||||||||||||||||||||||||
Administrative Staff [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 550,000 | |||||||||||||||||||||||||||||||||||||||
Medical Advisors [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 125,000 | |||||||||||||||||||||||||||||||||||||||
Medical Advisors [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 125,000 |
WARRANTS (Details - Warrant Act
WARRANTS (Details - Warrant Activity) - Warrant [Member] - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Number of Shares Outstanding beginning balance | 9,500,000 | 4,529,371 | 4,529,371 | 3,687,484 |
Number of Shares, Granted | 0 | 7,500,000 | 9,500,000 | 2,000,000 |
Number of Shares, Exercised | 0 | 0 | 0 | 0 |
Number of Shares, Expired/Forfeited | 0 | (4,529,371) | (4,529,371) | (1,158,313) |
Number of Shares Outstanding ending balance | 9,500,000 | 7,500,000 | 9,500,000 | 4,529,371 |
Number of shares Exercisable | 9,500,000 | 9,500,000 | 4,529,371 | |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.03 | $ 0.20 | $ 0.20 | $ 0.41 |
Weighted-average Exercise Price, Granted | 0 | 0.03 | 0.03 | 0.08 |
Weighted-average Exercise Price, Exercised | 0 | 0 | 0 | 0 |
Weighted-average Exercise Price, Expired/Forfeited | 0 | 0.20 | 0.20 | 0.67 |
Weighted-average Exercise Price Outstanding ending balance | 0.03 | $ 0.03 | 0.03 | 0.20 |
Weighted-average Exercise Price, Exercisable | $ 0.03 | $ 0.03 | $ 0.20 | |
Remaining Contractual Term (years) Outstanding beginning balance | 7 years 10 months 25 days | 3 months 19 days | 3 months 19 days | 1 year 1 month 20 days |
Remaining Contractual Term (years), Granted | 10 years | 8 years 6 months 10 days | 1 year | |
Remaining Contractual Term (years),Expired/Forfeited | 15 days | |||
Remaining Contractual Term (years) Outstanding ending balance | 7 years 4 months 24 days | 9 years 9 months 29 days | 7 years 10 months 25 days | 3 months 19 days |
Remaining Contractual Term (years), Exercisable | 7 years 4 months 24 days | 9 years 9 months 29 days | 7 years 10 months 25 days | 3 months 19 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 0 | $ 0 | $ 0 | $ 0 |
Aggregate Intrinsic Value, Granted | 0 | 0 | 0 | 0 |
Aggregate Intrinsic Value, Exercised | 0 | 0 | 0 | 0 |
Aggregate Intrinsic Value, Expired/Forfeited | 0 | 0 | 0 | 0 |
Aggregate Intrinsic Value Outstanding ending balance | 3,479,600 | 36,750 | 0 | 0 |
Aggregate Intrinsic Value, Exercisabe | $ 3,479,600 | $ 36,750 | $ 0 | $ 0 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | May 15, 2020 | Feb. 26, 2019 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Feb. 26, 2020 |
Stock-based compensation expense | $ 7,850,613 | $ 792,536 | $ 9,914,499 | $ 727,412 | |||
Chief Financial Officer [Member] | |||||||
Number of warrant shares issued | 7,500,000 | ||||||
Exercise price of warrants | $ 0.028 | ||||||
Risk free interest rate | 1.14% | ||||||
Expected term | 10 years | ||||||
Expected volatility | 87.00% | ||||||
Expected dividend rate | 0.00% | ||||||
Fair value of warrants | $ 176,250 | ||||||
Stock-based compensation expense | 176,250 | ||||||
Advisor [Member] | |||||||
Number of warrant shares issued | 6,000,000 | ||||||
Exercise price of warrants | $ 0.04 | ||||||
Risk free interest rate | 0.31% | ||||||
Expected term | 3 years | ||||||
Expected volatility | 90.00% | ||||||
Expected dividend rate | 0.00% | ||||||
Fair value of warrants | $ 121,200 | ||||||
Stock-based compensation expense | $ 40,400 | ||||||
Warrant term | 3 years | ||||||
Warrants vested, description | Warrants to purchase 2,000,000 shares shall be vested upon the Effective Date of the agreement and 2,000,000 and 2,000,000 of the remaining Warrants shall vest on the eighteenth month and thirtieth month anniversary of the Effective Date of the agreement, respectively, provided however that the agreement is renewed and in full effect during the applicable vesting period(s) for the respective portion of the grant. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details - Adjustment of revenues) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Monthly Revenues | $ 2,563,516 | $ 1,305,178 | $ 3,055,776 | $ 1,702,271 |
Revenue 1 [Member] | ||||
Monthly Revenues | 1,000,000 | 1,000,000 | ||
Base Salary Increase | 130,000 | 130,000 | ||
Revenue 2 [Member] | ||||
Monthly Revenues | 1,500,000 | 1,500,000 | ||
Base Salary Increase | 200,000 | 200,000 | ||
Revenue 3 [Member] | ||||
Monthly Revenues | 2,000,000 | 2,000,000 | ||
Base Salary Increase | 275,000 | 275,000 | ||
Revenue 4 [Member] | ||||
Monthly Revenues | 3,500,000 | 3,500,000 | ||
Base Salary Increase | 630,000 | 630,000 | ||
Revenue 5 [Member] | ||||
Monthly Revenues | 5,000,000 | 5,000,000 | ||
Base Salary Increase | $ 900,000 | $ 900,000 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | May 15, 2020 | Jan. 06, 2020 | Sep. 03, 2015 | Apr. 30, 2021 | Mar. 29, 2021 | Feb. 28, 2021 | Jan. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 | Oct. 31, 2020 | Apr. 25, 2020 | Mar. 30, 2020 | Apr. 30, 2018 | May 31, 2021 | Apr. 30, 2021 | Jan. 31, 2021 | Apr. 30, 2020 | Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Feb. 26, 2020 | Dec. 31, 2019 |
Bonus | $ 37,500 | ||||||||||||||||||||||
Base salary, description | An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. | ||||||||||||||||||||||
Accrued salary | $ 721,415 | $ 721,415 | $ 721,415 | $ 721,415 | $ 721,415 | $ 378,083 | |||||||||||||||||
Operating lease expenses | 9,350 | $ 8,571 | 18,700 | $ 17,046 | 35,117 | $ 32,964 | |||||||||||||||||
Stock-based compensation expense | $ 7,850,613 | $ 792,536 | 9,914,499 | 727,412 | |||||||||||||||||||
Issuance of common stock | 240,000 | 50,000 | 25,000 | ||||||||||||||||||||
Incremental Salary description | Incremental Salary related to the period prior to December 31, 2019 and $472,017 of unpaid Original Base Salary and Incremental Salary related to the period January 1, 2020 through April 30, 2021, that could be converted in the future into approximately 32,717,033 shares of common stock. | ||||||||||||||||||||||
Order Execution [Member] | |||||||||||||||||||||||
Payment for services | $ 147,363 | $ 195,524 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | ||||||||||||||||||||||
Subsequent Event [Member] | Order Execution [Member] | |||||||||||||||||||||||
Payment for services | $ 147,363 | $ 195,524 | |||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||
Stock-based compensation expense | $ 74,344 | ||||||||||||||||||||||
Issuance of common stock | 750,000 | ||||||||||||||||||||||
Consultant [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Stock-based compensation expense | $ 290,000 | ||||||||||||||||||||||
Common stock share price | $ 0.145 | ||||||||||||||||||||||
Ian T. Bothwell [Member] | |||||||||||||||||||||||
Warrant to purchase shares of common stock | 7,500,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.28 | ||||||||||||||||||||||
Ethan NY [Member] | |||||||||||||||||||||||
Loss on termination of lease contract | 101,905 | $ 101,905 | |||||||||||||||||||||
Minimum monthly lease payments | $ 586,242 | ||||||||||||||||||||||
Executive Employment Agreement [Member] | A. Mitrani [Member] | |||||||||||||||||||||||
Base salary | $ 162,500 | ||||||||||||||||||||||
Expenses allowances | 5,000 | ||||||||||||||||||||||
Executive Employment Agreement [Member] | Ian T. Bothwell [Member] | |||||||||||||||||||||||
Base salary | 162,500 | ||||||||||||||||||||||
Executive Employment Agreement [Member] | Dr. Maria Ines Mitrani [Member] | |||||||||||||||||||||||
Base salary | $ 162,500 | ||||||||||||||||||||||
Advisor Agreement [Member] | |||||||||||||||||||||||
Warrant to purchase shares of common stock | 6,000,000 | ||||||||||||||||||||||
Exercise price of warrants | $ 0.04 | ||||||||||||||||||||||
Number of common stock issued | 1,000,000 | ||||||||||||||||||||||
VP Agreement [Member] | Vice President [Member] | |||||||||||||||||||||||
Monthly salary | $ 18,000 | ||||||||||||||||||||||
Stock-based compensation expense | $ 35,000 | $ 94,500 | $ 189,500 | ||||||||||||||||||||
Number of common stock issued | 750,000 | ||||||||||||||||||||||
Stock granted | 1,000,000 | ||||||||||||||||||||||
Common stock share price | $ 0.035 | ||||||||||||||||||||||
Shares vested | 2,700,000 | 5,400,000 | |||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||
Monthly salary | 12,500 | ||||||||||||||||||||||
Stock-based compensation expense | $ 875,000 | ||||||||||||||||||||||
Number of common stock issued | 5,000,000 | ||||||||||||||||||||||
Consulting Agreement [Member] | Consultant [Member] | |||||||||||||||||||||||
Monthly salary | $ 30,000 | ||||||||||||||||||||||
Stock-based compensation expense | $ 51,167 | ||||||||||||||||||||||
Number of common stock issued | 12,000,000 | ||||||||||||||||||||||
Common stock share price | $ 0.0614 | ||||||||||||||||||||||
Issuance of common stock | 20,000,000 | ||||||||||||||||||||||
Common stock issued, Value | $ 1,228,000 | ||||||||||||||||||||||
MCPP [Member] | |||||||||||||||||||||||
Stock-based compensation expense | 891,000 | $ 1,336,500 | $ 7,911,000 | ||||||||||||||||||||
Number of common stock issued | 33,000,000 | ||||||||||||||||||||||
Issuance of common stock | 342,500,000 | 293,000,000 | |||||||||||||||||||||
CRO [Member] | |||||||||||||||||||||||
Payment for services | 476,943 | $ 777,714 | |||||||||||||||||||||
Expenses | $ 535,000 | ||||||||||||||||||||||
Outstanding expenses | $ 245,000 | $ 245,000 | $ 245,000 | ||||||||||||||||||||
CRO [Member] | Subsequent Event [Member] | |||||||||||||||||||||||
Payment for services | $ 476,943 | $ 777,714 | |||||||||||||||||||||
Five-Year Lease Agreement [Member] | Ethan NY [Member] | |||||||||||||||||||||||
Operating lease expenses | $ 9,500 |
MINT ORGANICS (Details Narrativ
MINT ORGANICS (Details Narrative) - Mint Organics Florida, Inc [Member] | 1 Months Ended |
May 02, 2019$ / sharesshares | |
Exchange Agreement [Member] | |
Shares issued , business acquisition | 2,400,000 |
Share price | $ / shares | $ 0.042 |
Series A Preferred Stock [Member] | |
Shares acquired | 150 |
Warrants acquired | 150,000 |
Shares issued , business acquisition | 4,400,000 |
Share price | $ / shares | $ 0.034 |
LIABILITIES ATTRIBUTABLE TO D_3
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS (Details - Schedule of Assets and Liabilities) - USD ($) | Apr. 30, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 |
Liabilities | ||||
Liabilities, total | $ 125,851 | $ 125,851 | $ 125,851 | |
Ethan NY [Member] | ||||
Assets | 0 | $ 0 | ||
Liabilities | ||||
Accounts payable | 94,835 | 94,835 | ||
Accrued expenses | 31,016 | 31,016 | ||
Liabilities, total | $ 125,851 | $ 125,851 |
SEGMENT INFORMATION (Details Na
SEGMENT INFORMATION (Details Narrative) - Integer | 6 Months Ended | 12 Months Ended | ||
Apr. 30, 2021 | Apr. 30, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Segment Reporting [Abstract] | ||||
Number of operating segments | 1 | 1 | 1 | 1 |