Cover
Cover | 9 Months Ended |
Jul. 31, 2021 | |
Cover [Abstract] | |
Document Type | S-1/A |
Amendment Flag | true |
Amendment description | AMENDMENT NO. 1 |
Entity Registrant Name | ORGANICELL REGENERATIVE MEDICINE, INC. |
Entity Central Index Key | 0001557376 |
Entity Tax Identification Number | 47-4180540 |
Entity Incorporation, State or Country Code | NV |
Entity Address, Address Line One | 4045 Sheridan Avenue |
Entity Address, Address Line Two | Suite 239 |
Entity Address, Address Line Three | Miami Beach |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33140 |
City Area Code | 888 |
Local Phone Number | 963-7881 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS (Un
CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Current Assets | |||
Cash | $ 29,907 | $ 590,797 | $ 132,557 |
Accounts receivable, net of allowance for bad debts | 48,225 | 29,385 | 26,031 |
Stock subscription receivable | 400,000 | ||
Prepaid expenses | 112,457 | 78,790 | 121,394 |
Inventories | 243,364 | 146,811 | 77,963 |
Total Current Assets | 833,953 | 845,783 | 357,945 |
Property and equipment, net | 552,062 | 365,234 | 263,315 |
Other assets – right of use | 282,491 | 105,355 | 22,813 |
Security deposits | 47,682 | 17,800 | 5,000 |
TOTAL ASSETS | 1,716,188 | 1,334,172 | 649,073 |
Current Liabilities | |||
Accounts payable and accrued expenses | 1,938,604 | 765,652 | 552,426 |
Accrued liabilities to management | 1,332,190 | 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 | 48,792 | 50,843 | 72,208 |
Operating lease obligations | 114,231 | 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 | 3,928,958 | 2,539,524 | 2,058,442 |
Long term finance lease obligations | 82,328 | 119,146 | 153,180 |
Long term operating lease obligations | 168,260 | 67,318 | |
Total Liabilities | 4,179,545 | 2,725,988 | |
Stockholders’ Deficit | |||
Common stock, $0.001 par value, 2,500,000,000 shares authorized; 1,116,136,005 and 939,942,783 shares issued and outstanding, respectively | 1,116,136 | 939,943 | 502,937 |
Additional paid-in capital | 37,087,104 | 26,536,430 | 14,219,736 |
Accumulated deficit | (40,666,597) | (28,868,189) | (16,285,222) |
Total Stockholders’ Deficit | (2,463,357) | (1,391,816) | (1,562,549) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 1,716,188 | $ 1,334,172 | $ 649,073 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Jul. 31, 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 | 1,116,136,005 | 939,942,783 | 502,936,805 |
Common stock, shares outstanding | 1,116,136,005 | 939,942,783 | 502,936,805 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenues | $ 3,931,411 | $ 2,072,511 | $ 3,055,776 | $ 1,702,271 |
Cost of revenues | 440,536 | 297,905 | 398,606 | 300,837 |
Gross profit | 3,490,875 | 1,774,606 | 2,657,170 | 1,401,434 |
General and administrative expenses | 15,282,596 | 9,065,950 | 15,095,111 | 3,177,924 |
Loss from operations | (11,791,792) | (7,291,344) | (12,437,941) | (1,776,490) |
Other income (expense) | ||||
Interest expense | (31,783) | (144,177) | (177,744) | (46,600) |
Other | 25,096 | 17,357 | 32,717 | 84,791 |
Loss before taxes | (11,798,408) | (7,418,164) | (12,582,967) | (1,738,299) |
Provision for income taxes | ||||
Net loss | (12,582,967) | (1,738,299) | ||
Net loss attributable to the non-controlling interest | (978) | |||
Net loss attributable to Organicell Regenerative Medicine, Inc. | $ (12,582,967) | $ (1,737,321) | ||
Net loss per common share - basic and dilute | $ (0.01) | $ (0.01) | $ (0.02) | $ 0 |
Weighted average number of common shares outstanding - basic and diluted | 1,040,476,900 | 599,404,172 | 670,817,666 | 466,984,320 |
CONSOLIDATED CHANGES TO STOCKHO
CONSOLIDATED CHANGES TO STOCKHOLDER'S DEFICIT (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total Stockholders Deficit Attributable To Organicell [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Oct. 31, 2018 | $ 436,490 | $ 12,853,608 | $ (14,547,901) | $ (1,257,803) | $ 42,977 | $ (1,214,826) |
Beginning,balance shares at Oct. 31, 2018 | 436,490,110 | |||||
Sale of common stock | $ 20,352 | 439,148 | 459,500 | 459,500 | ||
Sale of common stock, shares | 20,352,000 | |||||
Exchange of debt | $ 7,620 | 196,044 | 203,664 | 203,664 | ||
Exchange of debt obligations, shares | 7,619,695 | |||||
Stock based compensation | $ 31,675 | 695,737 | 727,412 | 727,412 | ||
Stock-based compensation, shares | 31,675,000 | |||||
Acquisition of non-controlling interests | $ 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) | ||
Ending balance, value at Oct. 31, 2019 | $ 502,937 | 14,219,736 | (16,285,222) | (1,562,549) | (1,562,549) | |
Ending,balance shares at Oct. 31, 2019 | 502,936,805 | |||||
Sale of common stock | $ 45,467 | 980,533 | 1,026,000 | |||
Sale of common stock, shares | 45,466,661 | |||||
Conversion of debt and accrued interest | $ 40,000 | 559,400 | 599,400 | |||
Conversion of debt and accrued interest, Shares | 40,000,000 | |||||
Stock based compensation | $ 181,036 | 5,287,931 | 5,468,967 | |||
Stock-based compensation, shares | 181,036,808 | |||||
Net loss | (7,418,164) | (7,418,164) | ||||
Ending balance, value at Jul. 31, 2020 | $ 769,440 | 21,047,600 | (23,703,386) | (1,886,346) | ||
Ending,balance shares at Jul. 31, 2020 | 769,440,274 | |||||
Beginning balance, value at Oct. 31, 2019 | $ 502,937 | 14,219,736 | (16,285,222) | (1,562,549) | (1,562,549) | |
Beginning,balance shares at Oct. 31, 2019 | 502,936,805 | |||||
Sale of common stock | $ 65,454 | 2,129,867 | 2,195,321 | 2,195,321 | ||
Sale of common stock, shares | 65,454,170 | |||||
Conversion of debt and accrued interest | $ 40,000 | 559,400 | 599,400 | 599,400 | ||
Conversion of debt and accrued interest, Shares | 40,000,000 | |||||
Exchange of debt | $ 160 | 44,320 | 44,480 | 44,480 | ||
Exchange of debt obligations, shares | 160,000 | |||||
Stock based compensation | $ 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) | |||
Ending balance, value at Oct. 31, 2020 | $ 939,943 | 26,536,430 | (28,868,189) | $ (1,391,816) | (1,391,816) | |
Ending,balance shares at Oct. 31, 2020 | 939,942,783 | |||||
Sale of common stock | $ 42,266 | 2,215,004 | 2,257,270 | |||
Sale of common stock, shares | 42,266,234 | |||||
Exchange of accounts payable for stock | $ 677 | 112,529 | 113,206 | |||
Exchange of accounts payable for stock, shares | 676,988 | |||||
Stock issued for future services | $ 60 | 9,940 | 10,000 | |||
Stock issued for future services, Shares | 60,000 | |||||
Stock based compensation | $ 133,190 | 8,213,201 | 8,346,391 | |||
Stock-based compensation, shares | 133,190,000 | |||||
Net loss | (11,798,408) | (11,798,408) | ||||
Ending balance, value at Jul. 31, 2021 | $ 1,116,136 | $ 37,087,104 | $ (40,666,597) | $ (2,463,357) | ||
Ending,balance shares at Jul. 31, 2021 | 1,116,136,005 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (11,798,408) | $ (7,418,164) | $ (12,582,967) | $ (1,738,299) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation expense | 37,981 | 25,879 | 36,775 | 14,794 |
Interest expense on conversion of Funding Facility | 94,170 | |||
Bad debt expense | 0 | 0 | 340 | 10,635 |
Interest expense on conversion of debt | 118,350 | |||
Stock-based compensation | 8,346,391 | 5,468,967 | 9,914,499 | 727,412 |
Interest payment in kind | 13,668 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net of allowance for bad debts | (18,840) | (41,784) | (3,690) | 11,359 |
Prepaid expenses | (23,667) | 38,632 | 42,604 | (106,173) |
Inventories | (96,553) | (84,557) | (68,848) | (77,963) |
Accounts payable and accrued expenses | 1,286,158 | 452,102 | 218,755 | 75,589 |
Accrued liabilities to management | 175,895 | 492,961 | 524,483 | 525,044 |
Security deposits | (29,882) | (1,800) | (12,800) | |
Deferred revenue | (21,520) | |||
Net cash used in operating activities | (2,120,925) | (973,592) | (1,812,499) | (565,454) |
CASH FLOWS FROM INVESTING | ||||
Purchase of fixed assets | (224,809) | (138,694) | (138,694) | (32,736) |
Net cash used in investing activities | (224,809) | (138,694) | (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 | (38,869) | (47,815) | (55,399) | (14,207) |
Repayments of notes payable | (33,557) | (81,511) | (130,489) | (12,562) |
Proceeds from sale of common stock | 1,857,270 | 1,026,000 | 2,195,321 | 459,500 |
Net cash provided by financing activities | 1,784,844 | 1,296,674 | 2,409,433 | 687,731 |
Increase (decrease) in cash | (560,890) | 184,388 | 458,240 | 89,541 |
Cash at beginning of period | 590,797 | 132,557 | 132,557 | 43,016 |
Cash at end of period | 29,907 | 316,945 | 590,797 | 132,557 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for taxes | ||||
Cash paid for interest | 19,243 | 49,940 | 56,877 | 20,165 |
NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||||
Finance lease obligations | 239,595 | |||
Operating lease – right of use assets | 235,313 | 117,659 | 117,659 | 55,777 |
Conversion of debt and accrued interest into common stock | 599,400 | $ 643,880 | $ 203,668 | |
Exchange of accounts payable for common stock | 113,206 | |||
Stock issued for future services | 10,000 | |||
Stock subscription receivable | $ 400,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended | 12 Months Ended |
Jul. 31, 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. f/k/a Biotech Products Services and Research, Inc. (“Organicell” or the “Company”) was incorporated on August 9, 2011 in the State of Nevada. The Company is a clinical-stage biopharmaceutical company principally focusing on the development of innovative biological therapeutics for the treatment of degenerative diseases and 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, “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 nine months ended July 31, 2021, the Company principally operated through General Surgical of Florida, Inc., a Florida corporation and wholly owned subsidiary, with a business purpose to sell therapeutic products to Providers. During November 2020, the Company formed Livin Again Inc. (“Livin”), a wholly owned subsidiary of the Company for the purpose of among other things, providing independent education, advertising and marketing services, to Providers of medical and other healthcare, anti-aging and regenerative services (“Regenerative Services”) including FDA-approved IV vitamin and mineral liquid infusions. As of July 31, 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 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 $2 50,000 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates. Cash Equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Accounts Receivable Accounts receivable are recorded at 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 nine months ended July 31, 2021 and 2020, the Company did not record any bad debt expense. 0 Stock Subscriptions Receivable Once the Company receives from an investor a fully executed stock subscription agreement to provide an equity investment in the Company and the purchase price has been fully paid to the Company in a timely manner, the Company will record that commitment as a subscription receivable and a credit to stockholders equity as of the date of the commitment. For stock subscription agreements that are not fully paid to the Company in a timely manner, the Company will record the purchase at the time that the entire purchase price has been received. Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At July 31, 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 15 Construction in Progress The cost of all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular point in time and have not yet been placed into service are reported as construction in progress until such time as the project is complete. Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company 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 July 31, 2021, the Company had 9,500,000 9,500,000 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 $ 233,100 30,000 1,129,300 135,800 Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months and nine months ended July 31, 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 nine months ended July 31, 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 1,121,161,005 Fair Value of Financial Instruments The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. The Company follows FASB ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements. It defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments consist of cash and cash equivalents, accounts payable, accrued liabilities and convertible debt. The estimated fair value of cash, accounts payable and accrued liabilities approximate their carrying amounts due to the short-term nature of these instruments. The Company follows the provisions of ASC 820 with respect to its financial instruments. As required by ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Level one Level two Level three The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Determining which category an asset or liability falls within the hierarchy requires significant judgment. The Company evaluates its hierarchy disclosures each quarter. The Company did not have any convertible instruments outstanding at July 31, 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 July 31, 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 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 12.2 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 30,000 85.6 14.4 29,000 65,000 31.0 69.0 61,000 47,500 56.0 44.0 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 10,635 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 15 Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company 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 4,529,371 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 54,863 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 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 number 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 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 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 $11,791,721 11,791,792 40,666,597 3,095,005 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 July 31, 2021, based on the factors described above, the Company concluded that there was substantial doubt about its ability to continue to operate as a going concern for the 12 months following the issuance of these financial statements. | 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 28,868,189 1,693,741 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 5 – INVENTORIES Schedule of Inventories July 31, October 31, Raw materials and supplies $ 112,153 $ 26,199 Finished goods 131,211 120,612 Total inventories $ 243,364 $ 146,811 | NOTE 4 – INVENTORIES Schedule of 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 6 – PROPERTY AND EQUIPMENT Schedule of Property and Equipment July 31, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 238,553 171,430 486,801 419,678 Less: accumulated depreciation (92,425 ) (54,444 ) 394,376 365,234 Construction in progress: Leasehold improvements 157,686 - Total property and equipment, net $ 552,062 $ 365,234 During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 4.5 15 Depreciation expense totaled $ 13,125 10,720 37,981 25,879 As described in Note 7, during the nine months ended July 31, 2021, the Company began the build-out of additional laboratory processing, product distribution and administrative office capacity at its Basalt Lab Lease location. The total costs incurred as of July 31, 2021 was $ 157,686 | NOTE 5 - PROPERTY AND EQUIPMENT Schedule of 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 4.5 15 Depreciation expense totaled $ 36,775 14,794 |
LEASE OBLIGATIONS
LEASE OBLIGATIONS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Leases [Abstract] | ||
LEASE OBLIGATIONS | NOTE 7 – LEASE OBLIGATIONS Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 4.5 15 Operating Lease Obligations: Administrative Office The Company’s corporate administrative offices are leased from MariLuna, LLC, a Florida limited liability company which is owned by Dr. Mitrani. During July 2020, the Company entered into an extension of the operating lease agreement. The lease term is for an additional 36 months beginning July 1, 2020 and expiring June 30, 2023, with a monthly rental rate of $ 3,500 117,659 4.5 Lease amortization expense for the three months ended July 31, 2021 and 2020 was $ 9,562 8,826 Lease amortization expense for the nine months ended July 31, 2021 and 2020 was $ 28,367 25,872 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 6,500 11,000 Laboratory Facilities: In connection with the Company’s decision to again operate a placental tissue bank processing laboratory in Miami, Florida, during February 2019, the Company entered into a renewable month to month lease agreement (“Miami Lab Lease”) for an approximately 450 square foot laboratory and a 100 square foot administrative office facility. Monthly lease payments are approximately $ 5,200 6,332 4,400 During March 2021, the Company entered into a lease agreement for an approximately 2,452 square foot commercial space located in Basalt, Colorado (the “Basalt Lab Lease”). The Company intends to build additional laboratory processing, product distribution and administrative office capacity from this location. The term of the Basalt Lab Lease is for three years and may be renewed for an additional (3) three-year term provided the Company is not in default. Rental expense is $ 6,600 13,600 340,000 235,313 4.5 17,953 29,811 | 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 6,332 4,400 Finance Lease Obligations: During March 2019, the Company entered into a lease agreement for certain lab equipment in the amount of $ 239,595 4.5 15 The minimum lease payments pursuant to the Finance Lease are as follows: Finance Lease, Liability Maturity 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 55,777 36 3,500 4.5 117,659 Lease expense for the years ended October 31, 2020 and 2019 was $ 35,117 32,964 The minimum lease payments pursuant to the office lease are as follows: Operating Lease, Liability, Maturity 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 6,500 11,000 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 8 – 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 13 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 11). 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 has been extended through June 2023. Beginning July 2020, the monthly rent increased from $2,900 to $ 3,500 5,000 10,500 31,500 Beginning October 1, 2020, the Company entered into a second lease agreement with Mariluna LLC for office space located in Aspen, CO. The 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 11,000 19,500 58,500 In connection with Mr. Bothwell’s executive employment agreements, the Company agreed to reimburse Rover Advanced Technologies, LLC, a company owned and controlled by Mr. Bothwell for office rent and other direct expenses (phone, internet, copier and direct administrative fees, etc.) totaling $ 7,453 23,177 For the three months and nine months ended July 31, 2021, the Company sold a total of approximately $ 173,000 665,000 25,200 71,500 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 $ 82,250 500,000 27,000 At July 31, 2021, salary amounts owed to Albert Mitrani, Dr. Mari Mitrani and Ian Bothwell were $ 261,537 287,555 756,078 Effective December 21, 2020, the Company granted a bonus of $ 50,000 15,000,000 1,000,000 On February 22, 2021, the Company sold 1,818,181 0.055 100,000 | NOTE 7 – RELATED PARTY TRANSACTIONS On February 26, 2020, April 25, 2020 and June 29, 2020, Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s employment agreements were amended. See Note 12 for a more detailed description of the executive employment agreements and the respective amendments referred to above. Effective February 26, 2020, Mr. Bothwell was granted cashless warrants to purchase 7,500,000 0.028 During April 2020, June 2020, August 2020 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 5,000 37,200 34,800 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 11,000 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 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 71,650 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, $ 1,965 216,436 233,655 649,407 54,833 During April 2020 through May 2020, the Company sold 11,000,000 0.02 220,000 1,166,666 422,514 625,000 0.03 0.10 0.08 127,251 On October 10, 2019, the Company and Michael Carbonara, a director of the Company agreed to a convertible funding facility arrangement (“Funding Facility”) whereby Mr. Carbonara or its designee funded the Company $ 500,000 40,000,000 On April 27, 2020, the Company sold 5,000,000 0.02 100,000 On February 26, 2020, the Company agreed to immediately grant Dr. George Shapiro, the Company’s Chief Medical Officer (“CMO”) 5,000,000 82,250 In connection with Mr. Robert Zucker’s resignation as a member of the Board of Directors of the Company in April 2020, the Board approved the issuance to Mr. Zucker of 736,808 0.022 On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 0.115 Effective December 21, 2020, the Company granted a bonus of $ 50,000 15,000,000 1,000,000 |
NOTES PAYABLE
NOTES PAYABLE | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Debt Disclosure [Abstract] | ||
NOTES PAYABLE | NOTE 9 – NOTES PAYABLE On June 20, 2018, the Company issued a total of $ 150,000 6 th th 144,000 5,040 During October 2018, the Company issued a total of $ 70,000 6 th 50,000 50,000 eight monthly installments 6,250 20,000 20,000 20,300 160,000 0.125 Credit Facility On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $ 100,000 2,541 132,160 45.67 | NOTE 8 - NOTES PAYABLE Private Placement Of Convertible Debentures On June 20, 2018, the Company issued a total of $ 150,000 6 th th On August 10, 2018, the Company issued a total of $ 100,000 6 th th During May 2019, the Company and holders of the $100,000 Debentures agreed to convert the principal amount of the $ 100,000 100,622 3,773,584 During October 2018, the Company issued a total of $ 70,000 6 th 50,000 eight monthly installments 6,250 20,000 20,000 20,300 160,000 0.125 24,180 During March 2019, the Company issued a $ 30,000 6 th th 30,000 30,478 1,111,111 Unsecured Promissory Note On February 5, 2019, the Company entered into an unsecured loan agreement with a third party with a principal balance of $ 25,000 4,392 Credit Facility On September 19, 2019, the Company’s wholly owned subsidiary, General Surgical Florida, received $100,000 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”). February 15, 2021 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 Company determined the fair value of the Converted Stock in accordance with ASC 820, which was determined to be approximately $ 599,400 94,170 505,230 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 10 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 72,568 0.0265 Interest expense for the years ended October 31, 2020 and 2019 was $ 0 4,349 |
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: Schedule of Components of Income Tax Expense (Benefit) Year Ended Year Ended 2020 2019 Current: Federal $ – $ – State – – Current Income Tax Expense (Benefit) $ – $ – 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 $ – $ – Effective tax rates differ from the federal statutory rate of 21 Schedule of Effective Income Tax Rate Reconciliation 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 ) Income tax provision $ – $ – The Company had a federal net operating loss carryover of $ 3,050,776 The tax effects of temporary differences and carry-forwards that give rise to deferred tax assets and liabilities for the Company were as follows: Schedule of Deferred Tax Assets and Liabilities October 31, October 31, Deferred Tax Assets: Stock based compensation $ 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 20,000 70,000 |
CAPITAL STOCK
CAPITAL STOCK | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | ||
CAPITAL STOCK | NOTE 11 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of July 31, 2021, there were no 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% 2,500,000,000 Issuances of Common Stock - Sales: During November 2020, the Company sold 800,000 0.05 40,000 During February 2021, the Company sold an aggregate of 12,340,910 0.06 665,000 On February 22, 2021, the Company sold 1,818,181 0.055 100,000 0.086 56,364 During April 2021, the Company sold an aggregate of 13,677,821 0.03 0.25 535,000 During May 2021, the Company sold an aggregate of 2,087,822 0.13 0.15 286,250 During the period June 2021 through July 2021, the Company sold an aggregate of 11,541,500 0.05 0.13 631,020 During August 2021, the Company sold an aggregate of 3,000,000 0.05 150,000 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 0.151 302,000 2,000,000 0.093 185,400 During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 0.145 36,225 During December 2020, the Board approved the bonus of 47,675,000 45,000,000 2,000,000 550,000 125,000 0.12 5,721,000 During April 2021, the Board approved the bonus of 500,000 0.55 27,450 During December 2020, January 2021 and February 2021, the Company issued 25,000 240,000 50,000 19,855 During February 2021, the Company entered into a consulting agreement with a third party to provide consulting services for a one-year period. As consideration for agreeing to provide consulting services to the Company, the Company agreed to issue the consultant 500,000 23,750 As described in Note 13, in connection with the execution of the Amendment, the Company issued to the Consultants 20,000,000 0.0614 1,228,000 204,667 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 0.057 28,500 During March 2021, April 2021 and May 2021, the Company granted a total of 750,000 0.049 0.40 82,392 On June 4, 2021, the Company and an employee agreed to amendment of the employee’s employment agreement. Under the terms of the amendment, the employee agreed to extend the term of the agreement through December 31, 2022 and the Company agreed to grant the employee 1,000,000 0.136 136,000 14,316 During June 2021, the Company granted a total of 1,100,000 0.14 0.148 154,740 On June 10, 2021, the Company agreed to issue 60,000 10,000 0.167 Issuances of Common Stock – Exchange of balances due on accounts payable for stock: During February 2021, the consulting arrangement was amended whereby the CMO’s accrued and unpaid consulting fees of $ 82,250 500,000 0.165 During May 2021, the Company and two employees agreed to exchange $ 30,973 176,989 0.175 Management and Consultants Performance Stock Plan On April 25, 2020, the Company approved the adoption of the Management and Consultants Performance Stock Plan (“MCPP”) providing for the grant to current senior executive members of management and third-party consultants of an aggregate of approximately 205,000,000 On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre-Transaction price per share Pre-Transaction 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: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 7.5 15.0 0.25 0.50 0.75 In addition, each of the current executives were entitled to receive an additional 7 million shares, which when combined with all previous IND and/or eIND’s Milestones previously issued under the MCPP of 43 million shares, represents the total of all incentive shares to be issued to each executive in connection with the combined thirteen IND’s and/or eIND’s Milestones achieved through September 23, 2020. In the future, each of the current executives shall be entitled to receive 5 million shares as a performance incentive for each IND and/or “Expanded Access” approval (and excluding all eIND’s) received by the Company that involve more than 15 patients and provided such milestone occurs during the term of employment with the Company. On February 10, 2021, the Board amended the MCPP, providing for the grant of common stock of the Company of 5 million shares for each Phase II clinical trial completed, 5 million shares for each Phase III clinical trial approved and initiated (deemed to be upon the time the first patient is enrolled) and 10.0 million shares for each Phase III clinical trial fully enrolled. In addition, the CMO’s portion of a designated grant for an achievement of any applicable Milestone subsequent to September 23, 2020 was reduced to 30% until the time that the CMO becomes a full-time employee of the Company. Pursuant to the MCPP, a total of 342,500,000 Schedule of management and consultants performance stock plan MCPP 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 nine months ended July 31, 2021, a total of 0 49,500,000 1,336,500 3,915,000 | NOTE 10 – CAPITAL STOCK Preferred Stock The Company is authorized to issue 10,000,000 0.001 Issued Shares As of October 31, 2020, there were no Common Stock On May 18, 2020 and May 19, 2020, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 50.30% 1,500,000,000 On December 21, 2020 and January 4, 2021, pursuant to the Nevada Revised Statutes and the Bylaws of the Company, the Board of Directors of the Company and the stockholders having the voting equivalency of 53.55% 2,500,000,000 Issuances of Common Stock - Sales: During November 2019 through January 2020, the Company sold 3,250,000 0.02 65,000 During February 2020 through April 2020, the Company sold 11,050,000 0.02 221,000 During April 2020 through May 2020, the Company sold 11,000,000 0.02 220,000 1,166,666 422,514 625,000 0.03 0.10 0.08 127,251 195,869 On April 27, 2020, the Company sold 5,000,000 0.02 100,000 34,500 During May 2020, the Company sold 3,000,000 0.02 60,000 During July and August 2020, the Company completed the private placement to 19 accredited investors for the sale of 13,499,992 0.03 405,000 25,000 During July 2020, the Company sold 1,000,000 0.02 0.03 25,000 During August 2020, the Company sold 8,606,665 0.03 0.06 392,100 During September 2020, the Company sold 4,800,000 0.06 0.10 410,000 During October 2020, the Company sold 2,033,333 0.06 0.10 170,000 During November 2020, the Company sold 800,000 0.05 40,000 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 0.035 35,000 4,500,000 157,500 As described in Note 12, in connection with the execution of the Consultants Agreement, the Company issued to the Consultants 12,000,000 0.022 266,400 During the period November 1, 2019 through January 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to three individuals an aggregate of 650,000 0.027 0.031 18,650 During the period February 1, 2020 through April 30, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to four individuals an aggregate of 2,725,000 0.029 0.034 89,458 During the period May 1, 2020 through July 31, 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to eight individuals an aggregate of 925,000 0.031 0.048 27,809 During April 2020, May 2020, September 2020 and October 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to nine individuals an aggregate of 1,050,000 0.023 0.28 96,600 During February 2020, in recognition of past services provided to the Company through February 2020, the Board approved the issuance to the CMO of 5,000,000 0.028 140,000 In connection with the resignation of an independent member of the Board of Directors of the Company in April 2020, the Board approved the issuance to the director of 736,808 0.022 16,210 On May 28, 2020, the Company entered into a distribution agreement with a company owned by Jack Mitrani, the son of Mr. Mitrani. Under the terms of the agreement, the Company agreed to grant the distributor 3,000,000 0.115 345,000 On May 15, 2020 (“Effective Date”), the Company entered into an advisor agreement with a third party (“Advisor”) whereby the Advisor will provide financial advisory services (see Note 12). As consideration, the Company agreed to issue the Advisor 1,000,000 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. 6,000,000 0.04 During July 2020, the Company entered into a consulting agreement with a third party to provide investment banking related consulting services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultant 5,000,000 0.05 250,000 During August 2020, the Company entered into two separate consulting agreements with third parties to provide marketing and public relations services for a minimum period of six months. As consideration for agreeing to provide consulting services to the Company, the Company issued the consultants 300,000 25,000 0.127 40,790 During October 2020, in consideration for agreeing to provide lab and administrative consulting services to the Company, the Board approved the issuance to two individuals an aggregate of 230,000 0.035 0.17 8,730 During November 2020, the Company entered into an additional consulting agreement with a third party to provide consulting services in connection with the development of international research and development, sales and distribution and financing opportunities for a period of six months. As consideration for agreeing to provide the consulting services to the Company, the Company issued the consultant 2,000,000 0.145 290,000 During November 2020, in consideration for agreeing to provide medical consulting and advisory services to the Company, the Board approved the issuance to one individual an aggregate of 250,000 0.145 36,225 During December 2020, the Board approved the bonus of 47,675,000 45,000,000 2,000,000 550,000 125,000 5,721,000 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 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 On June 29, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to the current senior executive members of management and the current non-executive members of the Board based on the Company completing any transaction occurring while employed and/or serving as a member of the Board, respectively, that results in a change in control of the Company or any sale of substantially all the assets of the Company (“Transaction”) which upon after giving effect to such issuance of shares below, corresponds to a minimum pre-Transaction fully diluted price per share of the Company’s common stock in the amounts indicated below. Schedule of minimum pre- transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara On August 14, 2020, the Board amended the MCPP, providing for the additional grant of common stock of the Company to each Dr. Maria I. Mitrani and Ian Bothwell based on the Company obtaining aggregate gross 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: Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 On September 23, 2020, the Board amended the MCPP, providing for the grant of common stock of the Company of 15.0 7.5 15.0 0.25 0.50 0.75 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 293,000,000 582,500,000 Schedule of management and consultants performance stock plan 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 | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Warrants | ||
WARRANTS | NOTE 12 – WARRANTS A summary of warrant activity for the nine months ended July 31, 2021 and 2020 are presented below. Summary of Warrant Activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted – $ – – $ – Exercised – $ – – $ – Expired/Forfeited – $ – – $ – Outstanding and exercisable at July 31, 2021 9,500,000 $ 0.03 7.15 $ 685,650 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ – Granted 9,500,000 $ 0.03 8.53 $ – Exercised - $ - - $ – Expired/Forfeited (4,529,371 ) $ 0.20 - $ – Outstanding and exercisable at July 31, 2020 9,500,000 $ 0.03 8.15 $ 185,000 | NOTE 11 – WARRANTS A summary of warrant activity for the years ended October 31, 2019 and 2020 are presented below: Summary of Warrant Activity 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 0.028 1.14 10 87 0 176,250 176,250 On May 15, 2020 (“Effective Date”), the Company granted the Advisor warrants to purchase 6,000,000 0.04 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. 0.31 3 90 0 121,200 40,400 All stock compensation expense is classified under general and administrative expenses in the consolidated statements of operations |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 13 – COMMITMENTS AND CONTINGENCIES The description of Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below: April 2018 Executive Employment Agreements General Pursuant to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base annual salary is $ 162,500 5,000 Pursuant to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual salary is $ 162,500 Pursuant to Dr. Maria I. Mitrani’s April 2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary is $ 162,500 Term The term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement; provided that Unpaid Advances The Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. 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 0.28 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 April 25, 2020 Amendment On April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December 31, 2025. Base Salary: An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Until such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company. Severance Provisions: 1. Company termination without cause, Executive for good reason: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination, c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in effect at time of the time of the termination or an amount equal to four times (4x’s) the base salary in effect at the time of termination, whichever is greater, d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock bonus (excluding any stock grants received pursuant to the MCPP). 2. Change In Control: In the event of a Change in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided to Executive. 3. Executive termination due to disability, death, or non-renewal by Company: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination. c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment. d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants). June 29, 2020 Amendment On June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Base Salary: An increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction in revenues that may occur. Schedule of 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 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 The VP Agreements also provide the Sales Executives with the right for each to receive an additional 750,000 3,600,000 126,000 9,000,000 315,000 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 12,000,000 ) 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 0.0614 1,228,000 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 5,000,000 Preparation of IRB, Pre-IND, IND Protocols for Clinical Applications and Clinical Trial Initiation and Monitoring: In connection with the Company’s ongoing research and development efforts and the Company’s efforts to meet compliance with current and anticipated United States Food and Drug Administration (“FDA”) regulations expected to be enforced beginning in May 2021 pertaining to marketing traditional biologics and human cells, tissues and cellular and tissue based products that fall under Section 351 of the Public Health Services Act (“HCT/Ps”), the Company has applied for and received Investigation New Drug (“IND”) approval from the FDA to commence clinical trials in connection with the use of the Company’s products and related treatment protocols for specific indications. The ability to successfully complete the above efforts will be dependent on the actual outcomes in connection with the use of the Company’s products and related treatment protocols for each clinical trial, the Company’s ability to timely enroll patients and fund the required payments and complete the applicable clinical trials, which is subject to available working capital generated from operations, financing arrangements with the third-party vendors involved in the studies and/or from additional debt and/or equity financings as well as the ultimate approval from the FDA. CRO Agreement 1 and CRO Agreement 2 During November 2020, the Company entered into an agreement with a third-party contract research organization (“CRO”) to provide ongoing clinical research services, clinical research professionals and contract clinical, technical and other related services in connection with a planned future clinical trial (“CRO Agreement 1”). In connection with the CRO Agreement 1, the Company was obligated to make payments of approximately $ 778,000 195,524 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 (“CRO Agreement 2”). In connection with the CRO Agreement 2, the Company was obligated to payments of approximately $ 477,000 147,000 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. For the nine months ended July 31, 2021, the Company has recorded approximately $ 535,000 220,000 On July 29, 2021, the parties reached a settlement agreement and general release in connection with termination of both of the agreements whereby the Company paid $25,000 on August 2, 2021 and $25,000 on August 26, 2021 and is obligated to pay $25,000 on or before September 26, 2021 and $25,000 on or before October 26, 2021. Upon completion of all the required payments, the Company will be fully released from paying the remaining unpaid invoiced amounts of $ 145,000 CRO Agreement 3 During August 2021, the Company entered into an agreement with another 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 (“CRO Agreement 3”). In connection with the CRO Agreement 3, the Company is obligated to make payments of approximately $ 555,000 | NOTE 12 – COMMITMENTS AND CONTINGENCIES The description of Mr. Mitrani’s, Dr. Mitrani’s and Mr. Bothwell’s executive employment agreements executed in April 2018 (collectively referred to as the April 2018 Executive Employment Agreements) are summarized below: April 2018 Executive Employment Agreements General Pursuant to Albert Mitrani’s April 2018 Executive Employment Agreement, Mr. Mitrani serves as the Company’s President and Chief Operating Officer. Mr. Mitrani’s base annual salary is $ 162,500 5,000 Pursuant to Ian Bothwell’s April 2018 Executive Employment Agreement, Mr. Bothwell continues to serve as the Company’s Chief Financial Officer. Mr. Bothwell’s base annual salary is $ 162,500 Pursuant to Dr. Maria I. Mitrani’s April 2018 Executive Employment Agreement, Dr. Mitrani continues to serve as the Company’s Chief Science Officer. Dr. Mitrani’s base annual salary is $ 162,500 Term The term of each of the April 2018 Executive Employment Agreements commences as of the Effective Date and continues until December 31, 2020 (Mr. Bothwell) or December 31, 2023 (Mr. Mitrani and Dr. Mitrani) (“Initial Term”), unless terminated earlier pursuant to the terms of the April 2018 Executive Employment Agreement; provided that Unpaid Advances The Company was required to repay the unpaid advances subsequent to December 31, 2017, and the unreimbursed expenses incurred subsequent to December 31, 2017, on May 15, 2018. Such payments were not made as required (see Note 7). 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 0.28 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 April 25, 2020 Amendment On April 25, 2020, the Company agreed to amend and revise the each of Albert Mitrani, Ian Bothwell and Dr. Maria I. Mitrani, (individually each of A. Mitrani, Bothwell and Dr. Mitrani are referred to as an “Executive” and collectively the “Executives”) April 2018 Executive Employment Agreements. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Term: An extension to the term of the employment agreements dated April 13, 2018 from December 31, 2023 to December 31, 2025. Base Salary: An increase in base annual salary from $162,500 to $300,000. The amended salary amount of $300,000 shall be retroactively adjusted to commence as of January 1, 2019. The increased annual salary of $137,500 (“Incremental Salary”) over the prior annual salary amount of $162,500 (“Original Base Salary”) shall only be paid only upon there being sufficient available cash. Beginning December 1, 2020, at the sole option of the Executive, all unpaid Incremental Salary for periods after January 1, 2020 may be converted by the Executive into common stock at a conversion rate equal to the average trading price during the month in which the accrued salary pertains. For any unpaid Incremental Salary that existed prior to January 1, 2020, the amounts may be converted at a conversion price using the closing trading price of the stock on the last trading day in December 2019. Until such time as the Executive elects to convert, the accrued and unpaid salary, including Original Base Salary and Incremental Salary shall remain an obligation of the Company. Severance Provisions: 1. Company termination without cause, Executive for good reason: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination, c) Executive shall be entitled to a cash payment equal to his unpaid base salary for the remaining term in effect at time of the time of the termination or an amount equal to four times (4x’s) the base salary in effect at the time of termination, whichever is greater, d) Executive shall be entitled to a cash payment equal to his 200% of the prior year’s cash or stock bonus (excluding any stock grants received pursuant to the MCPP). 2. Change In Control: In the event of a Change in Control and the Executive’s employment agreement is not extended for period of five years from the date of the Change in Control with all other terms and conditions of the agreement remaining the same, then the Executive may terminate the agreement for good reason and all respective severance terms as provided for a termination by Executive for good reason described in clause 1 above shall be provided to Executive. 3. Executive termination due to disability, death, or non-renewal by Company: a) All existing accrued obligations existing at time of termination shall be paid to Executive. b) Any unvested equity grants in favor of Executive shall immediately become fully vested and any pending grants pursuant to the MCPP eligible to be issued to Executive shall be granted to Executive, regardless of whether the associated milestone were achieved prior to termination. c) Executive shall be entitled to a cash payment equal to 299% of Executive’s base salary in effect at the time of termination, plus a gross up amount to cover Executive’s tax liability associated with such payment. d) 200% of the prior year’s cash or stock bonus (excluding MCPP performance stock grants). June 29, 2020 Amendment On June 29, 2020, the board of directors of the Company (“Board”) agreed to further amend and revise the April 2018 Executive Employment Agreements for each of Executives. The primary amended terms associated with the agreements for each Executive were substantially similar and consisted of the following: Base Salary: An increase in the Executives annual base annual salary upon such time that the Company achieves monthly revenues in the amounts provided below, provided such monthly revenue increase occurs for four consecutive months. Upon the achievement of the defined salary milestone, the salary adjustment will be retroactive to the first month in which the salary threshold was met. Any adjustment pursuant to this provision shall not be reduced for any future reduction in revenues that may occur. Schedule of adjustment revenues 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 fulfilment of all obligations under the agreement the Company agreed to issue the Advisor 1,000,000 6,000,000 0.04 Sales Executives On January 6, 2020, the Company entered into employment agreements with two individuals (“Sales Executives”), each to serve as a Vice President – Global Sales and Marketing. The terms of each Sales Executive employment agreement are identical (“VP Agreements”). The initial term of the VP agreements are for three years and provide for automatic annual renewals thereafter, unless either party provides 90-day written notice prior to expiration of the then current term. The VP Agreements may also be terminated by the Company beginning June 30, 2020 in the event the Sales Executive fails to meet certain defined minimum revenue growth milestones. The Sales Executives will receive compensation in the form of monthly salary of $ 18,000 1,000,000 0.035 35,000 750,000 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 12,000,000 ) 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 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 5,000,000 875,000 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 $ 777,714 195,524 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 $ 476,943 147,363 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 . 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 $ 9,500 586,242 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 $ 101,905 101,905 |
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 150 150,000 4,400,000 0.034 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 0.049 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): Schedule of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet and Additional Disclosures October 31, 2019 2018 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 Liabilities, total $ 125,851 $ 125,851 |
SEGMENT INFORMATION
SEGMENT INFORMATION | 12 Months Ended |
Oct. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | NOTE 15 - SEGMENT INFORMATION For the years ended October 31, 2020 and 2019, the Company operated only one 1 |
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. |
STOCK SUBSCIPTION RECEIVABLES
STOCK SUBSCIPTION RECEIVABLES | 9 Months Ended |
Jul. 31, 2021 | |
Stock Subsciption Receivables | |
STOCK SUBSCIPTION RECEIVABLES | NOTE 4 – STOCK SUBSCIPTION RECEIVABLES On July 28, 2021, an investor had entered into a stock purchase agreement with the Company to purchase common stock of the Company for a total purchase price of $ 500,000 100,000 400,000 |
IRS PENALTIES
IRS PENALTIES | 9 Months Ended |
Jul. 31, 2021 | |
Irs Penalties | |
IRS PENALTIES | NOTE 10 – IRS PENALTIES The Company’s income tax returns for the periods since inception through the tax year ended October 31, 2015 were not filed with the Internal Revenue Service (“IRS”) until August 2017 (“Delinquent Filed Returns”). The Company’s income tax returns for the tax year ended October 31, 2016 were filed with the IRS during December 2017. In connection with the Delinquent Filed Returns, during the period September 2017 through October 2017, the Company received notices that it was being assessed approximately $ 90,000 20,000 83,684 70,000 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
Jul. 31, 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 $2 50,000 | Concentrations of Credit Risk The balance sheet items that potentially subject us to concentrations of credit risk are primarily cash and cash equivalents and accounts receivable. Balances in accounts are insured up to Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 During the fiscal year ended October 31, 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 12.2 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 30,000 85.6 14.4 29,000 65,000 31.0 69.0 61,000 47,500 56.0 44.0 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 nine months ended July 31, 2021 and 2020, the Company did not record any bad debt expense. 0 | 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 10,635 |
Inventory | Inventory Inventory is stated at the lower of cost or net realizable value using the average cost method. The Company provides reserves for potential excess, dated or obsolete inventories based on an analysis of forecasted demand compared to quantities on hand and any firm purchase orders, as well as product shelf life. At July 31, 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 15 | Property and Equipment Property and equipment are stated at cost. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. The estimated useful lives of property and equipment range from 3 15 |
Revenue Recognition | Revenue Recognition The Company follows the guidance of FASB Accounting Standards Update (“ASU”) Topic 606 “Revenue from Contracts with Customers” which requires the Company to recognize revenue in amounts that reflect the prorata completion of the performance obligations of the Company required under the contracts. The Company 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 July 31, 2021, the Company had 9,500,000 9,500,000 | Net Income (Loss) Per Common Share Basic income (loss) per common share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of 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 4,529,371 |
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 $ 233,100 30,000 1,129,300 135,800 | 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 54,863 |
Income Taxes | Income Taxes The Company is required to file a consolidated tax return that includes all of its subsidiaries. Provisions for income taxes are based on taxes payable or refundable for the current year taxable income for federal and state income tax reporting purposes and deferred income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis and operating loss carryforwards. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of the operations in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with FASB Topic 740 – Income Taxes. This pronouncement prescribes a recognition threshold and measurement process for financial statement recognition of uncertain tax positions taken or expected to be taken in a tax return. The interpretation also provides guidance on recognition, derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. For the three months and nine months ended July 31, 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 nine months ended July 31, 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 |
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 1,121,161,005 | 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 number 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 July 31, 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 |
Subsequent Events | Subsequent Events The Company has evaluated subsequent events that occurred after July 31, 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. |
Stock Subscriptions Receivable | Stock Subscriptions Receivable Once the Company receives from an investor a fully executed stock subscription agreement to provide an equity investment in the Company and the purchase price has been fully paid to the Company in a timely manner, the Company will record that commitment as a subscription receivable and a credit to stockholders equity as of the date of the commitment. For stock subscription agreements that are not fully paid to the Company in a timely manner, the Company will record the purchase at the time that the entire purchase price has been received. | |
Construction in Progress | Construction in Progress The cost of all projects under construction for new laboratory facilities and other improvements that are in progress (under way) at a particular point in time and have not yet been placed into service are reported as construction in progress until such time as the project is complete. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventories | Schedule of Inventories July 31, October 31, Raw materials and supplies $ 112,153 $ 26,199 Finished goods 131,211 120,612 Total inventories $ 243,364 $ 146,811 | Schedule of 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 (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | Schedule of Property and Equipment July 31, October 31, Computer equipment $ 8,653 $ 8,653 Finance lease equipment 239,595 239,595 Manufacturing equipment 238,553 171,430 486,801 419,678 Less: accumulated depreciation (92,425 ) (54,444 ) 394,376 365,234 Construction in progress: Leasehold improvements 157,686 - Total property and equipment, net $ 552,062 $ 365,234 | Schedule of 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 |
LEASE OBLIGATIONS (Tables)
LEASE OBLIGATIONS (Tables) | 12 Months Ended |
Oct. 31, 2020 | |
Leases [Abstract] | |
Finance Lease, Liability Maturity | Finance Lease, Liability Maturity 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 | Operating Lease, Liability, Maturity 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) | Schedule of Components of Income Tax Expense (Benefit) Year Ended Year Ended 2020 2019 Current: Federal $ – $ – State – – Current Income Tax Expense (Benefit) $ – $ – 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 $ – $ – |
Schedule of Effective Income Tax Rate Reconciliation | Schedule of Effective Income Tax Rate Reconciliation 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 ) Income tax provision $ – $ – |
Schedule of Deferred Tax Assets and Liabilities | Schedule of Deferred Tax Assets and Liabilities October 31, October 31, Deferred Tax Assets: Stock based compensation $ 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) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Equity [Abstract] | ||
Schedule of minimum pre-Transaction price per share | Schedule of minimum pre-Transaction price per share 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 | Schedule of minimum pre- transaction price per share Pre-Transaction Price Per Share Executive Bonus Shares Non-executive Board Bonus Shares $ 0.22 40,000,000 2,000,000 $ 0.34 60,000,000 3,000,000 $ 0.45 80,000,000 4,000,000 $ 0.54 100,000,000 5,000,000 (a) proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances (b) per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro (c) per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
Schedule of debt and/or equity financings | Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 | Schedule of debt and/or equity financings Aggregate Funding Amount Shares From To $ 2,500,000 $ 5,000,000 5,000,000 $ 5,000,001 $ 10,000,000 10,000,000 $ 10,000,001 $ 30,000,000 30,000,000 |
Schedule of management and consultants performance stock plan | Schedule of management and consultants performance stock plan MCPP 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 | Schedule of management and consultants performance stock plan 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) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Warrants | ||
Summary of Warrant Activity | Summary of Warrant Activity Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2020 9,500,000 $ 0.03 7.90 $ 1,268,000 Granted – $ – – $ – Exercised – $ – – $ – Expired/Forfeited – $ – – $ – Outstanding and exercisable at July 31, 2021 9,500,000 $ 0.03 7.15 $ 685,650 Number of Weighted-average Remaining Aggregate Outstanding at October 31, 2019 4,529,371 $ 0.20 0.30 $ – Granted 9,500,000 $ 0.03 8.53 $ – Exercised - $ - - $ – Expired/Forfeited (4,529,371 ) $ 0.20 - $ – Outstanding and exercisable at July 31, 2020 9,500,000 $ 0.03 8.15 $ 185,000 | Summary of Warrant Activity 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) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of adjustment revenues | 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 | Schedule of adjustment revenues 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 | Schedule of Disposal Groups Including Discontinued Operations Income Statement Balance Sheet and Additional Disclosures October 31, 2019 2018 Assets $ - $ - Liabilities: Accounts Payable $ 94,835 $ 94,835 Accrued Expenses 31,016 31,016 Liabilities, total $ 125,851 $ 125,851 |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Sep. 14, 2021 | May 19, 2020 | May 18, 2020 | Nov. 02, 2018 | |
Product Information [Line Items] | ||||||||||||
FDIC limits per institutions | $ 50,000 | $ 50,000 | $ 250,000 | |||||||||
Revenue | 3,931,411 | $ 2,072,511 | 3,055,776 | $ 1,702,271 | ||||||||
Cost of revenues | 440,536 | 297,905 | 398,606 | 300,837 | ||||||||
Bad debt expense | 0 | $ 0 | 0 | 0 | 340 | 10,635 | ||||||
Research and Development Expense | 233,100 | $ 30,000 | 1,129,300 | $ 135,800 | $ 233,526 | 54,863 | ||||||
Corporate tax rate | 21.00% | |||||||||||
ROU asset | $ 282,491 | $ 22,813 | $ 282,491 | $ 105,355 | $ 22,813 | $ 55,777 | ||||||
Operating lease obligation | $ 105,355 | $ 55,777 | ||||||||||
Common stock, shares authorized | 2,500,000,000 | 1,500,000,000 | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | 1,500,000,000 | |||||
Common stock, shares issued | 1,116,136,005 | 502,936,805 | 1,116,136,005 | 939,942,783 | 502,936,805 | |||||||
Common stock, shares outstanding | 1,116,136,005 | 502,936,805 | 1,116,136,005 | 939,942,783 | 502,936,805 | |||||||
Subsequent Event [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Common stock, shares authorized | 2,500,000,000 | |||||||||||
Common stock, shares issued | 1,121,161,005 | |||||||||||
Common stock, shares outstanding | 1,121,161,005 | |||||||||||
Common Shares Issuable Upon Exercise of Warrants [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Antidilutive securities excluded from computation of earnings per share | 9,500,000 | 9,500,000 | 9,500,000 | 9,500,000 | 9,500,000 | 4,529,371 | ||||||
Minimum [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Property and equipment estimated useful lives | 3 years | 3 years | ||||||||||
Maximum [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Property and equipment estimated useful lives | 15 years | 15 years | ||||||||||
First Supplier [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Concentration credit risk percentage | 56.00% | 31.00% | 85.60% | |||||||||
Cost of revenues | $ 61,000 | $ 29,000 | $ 179,000 | |||||||||
Second Supplier [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Concentration credit risk percentage | 44.00% | 69.00% | 14.40% | |||||||||
Cost of revenues | $ 47,500 | $ 65,000 | $ 30,000 | |||||||||
Revenue Benchmark [Member] | One Customer [Member] | ||||||||||||
Product Information [Line Items] | ||||||||||||
Revenue | $ 206,400 | |||||||||||
Concentration credit risk percentage | 12.20% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Loss from operations | $ 11,791,792 | $ 7,291,344 | $ 12,437,941 | $ 1,776,490 |
Accumulated deficit | 40,666,597 | 28,868,189 | $ 16,285,222 | |
Working capital deficit | $ 3,095,005 | $ 1,693,741 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials and supplies | $ 112,153 | $ 26,199 | $ 5,123 |
Finished goods | 131,211 | 120,612 | 72,840 |
Total inventories | $ 243,364 | $ 146,811 | $ 77,963 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 486,801 | $ 419,678 | $ 280,984 |
Less: accumulated depreciation and amortization | (92,425) | (54,444) | (17,669) |
Total property and equipment, net | 552,062 | 365,234 | 263,315 |
Total property and equipment, net before leasehold improvements | 394,376 | 365,234 | |
Construction in progress | 157,686 | ||
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 8,653 | 8,653 | 8,653 |
Finance Lease Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 239,595 | 239,595 | 239,595 |
Manufacturing Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 238,553 | 171,430 | $ 32,736 |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Construction in progress | $ 157,686 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Nov. 02, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lab equipment | $ 3,500 | |||||||
Depreciation expense | $ 13,125 | $ 10,720 | $ 37,981 | $ 25,879 | $ 36,775 | $ 14,794 | ||
Construction in Progress | $ 157,686 | $ 157,686 | ||||||
Lease Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
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 | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2021 | Oct. 02, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Mar. 31, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Nov. 30, 2019 | Feb. 28, 2019 | Nov. 02, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Security deposit | $ 47,682 | $ 47,682 | $ 17,800 | $ 5,000 | ||||||||
Lab equipment | $ 3,500 | |||||||||||
ROU asset | 282,491 | 282,491 | 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 | $ 117,659 | 117,659 | 55,777 | ||||||||
Lease expense | 9,562 | $ 8,826 | 28,367 | 25,872 | $ 35,117 | $ 32,964 | ||||||
Mari Luna [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Minimum monthly lease payments | $ 6,500 | 3,500 | 3,500 | $ 2,900 | ||||||||
Security deposit | $ 11,000 | 5,000 | 5,000 | |||||||||
Operating lease obligation | $ 117,659 | $ 117,659 | ||||||||||
Borrowing rate | 4.50% | 4.50% | ||||||||||
Lease expiration date | Sep. 30, 2021 | |||||||||||
Miami Lab Lease Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Minimum monthly lease payments | $ 4,400 | $ 5,200 | ||||||||||
Security deposit | $ 6,332 | |||||||||||
Lease Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Lab equipment | $ 239,595 | |||||||||||
Annual interest rate | 4.50% | |||||||||||
Estimated useful lives of leased equipment | 15 years | |||||||||||
Basalt Lab Agreement [Member] | ||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||
Security deposit | $ 13,600 | |||||||||||
Lab equipment | 340,000 | |||||||||||
Operating lease obligation | $ 235,313 | $ 235,313 | ||||||||||
Borrowing rate | 4.50% | 4.50% | ||||||||||
Lease expense | $ 6,600 | $ 17,953 | $ 29,811 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | Jun. 10, 2021 | Feb. 12, 2020 | Oct. 10, 2019 | Jul. 31, 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 | Jul. 31, 2021 | Jan. 31, 2021 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 02, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly rent expense | $ 2,900 | |||||||||||||||||||||||
Security deposit | $ 47,682 | $ 17,800 | $ 47,682 | $ 47,682 | 17,800 | $ 5,000 | ||||||||||||||||||
Rent expenses | 10,500 | 31,500 | 37,200 | 34,800 | ||||||||||||||||||||
Payment for rent | 7,453 | 23,177 | 24,788 | |||||||||||||||||||||
Revenue from customer | 95,455 | 71,650 | ||||||||||||||||||||||
Issuance of common stock | 60,000 | 240,000 | 50,000 | 25,000 | ||||||||||||||||||||
Share Price | $ 0.167 | |||||||||||||||||||||||
Bonus | $ 37,500 | |||||||||||||||||||||||
Share based compensation | 8,346,391 | $ 5,468,967 | 9,914,499 | $ 727,412 | ||||||||||||||||||||
Mari Luna [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly rent expense | 3,500 | |||||||||||||||||||||||
Security deposit | $ 5,000 | 5,000 | 5,000 | $ 11,000 | ||||||||||||||||||||
Management Services Organization [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Proceed from sale of products | 173,000 | 665,000 | ||||||||||||||||||||||
Republic Asset Holdings L L C [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Sale of stock | 1,818,181 | |||||||||||||||||||||||
Share Price | $ 0.055 | |||||||||||||||||||||||
Purchase price | 100,000 | |||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Share based compensation | $ 5,721,000 | |||||||||||||||||||||||
Funding Facility [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Debt conversion, shares issued | 40,000,000 | |||||||||||||||||||||||
Second Lease Agreement [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly rent expense | 6,500 | |||||||||||||||||||||||
Security deposit | 11,000 | 11,000 | 11,000 | |||||||||||||||||||||
Rent expenses | 19,500 | 58,500 | ||||||||||||||||||||||
Second Lease Agreement [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Monthly rent expense | 6,500 | |||||||||||||||||||||||
Security deposit | 11,000 | 11,000 | ||||||||||||||||||||||
Mr Bothwell [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||
Bonus granted | $ 50,000 | |||||||||||||||||||||||
Mr Bothwell [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||
Issuance of common stock | 47,675,000 | |||||||||||||||||||||||
Bonus | $ 50,000 | |||||||||||||||||||||||
Albert Mitrani [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Accrued salary | 261,537 | 216,436 | 261,537 | 261,537 | 216,436 | |||||||||||||||||||
Dr Mari Mitrani [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Accrued salary | 287,555 | 233,655 | 287,555 | 287,555 | 233,655 | |||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||
Issuance of common stock | 47,675,000 | |||||||||||||||||||||||
Bonus granted | $ 50,000 | |||||||||||||||||||||||
Dr Mari Mitrani [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||
Issuance of common stock | 47,675,000 | |||||||||||||||||||||||
Bonus | $ 50,000 | |||||||||||||||||||||||
Ian Bothwell [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Accrued salary | $ 756,078 | 649,407 | 756,078 | $ 756,078 | 649,407 | |||||||||||||||||||
Dr George Shapiro [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Accrued consulting fees | $ 54,833 | $ 54,833 | ||||||||||||||||||||||
Dr Allen Meglin [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Sale of stock | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | |||||||||||||||||||
Sale of stock, price per share | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.03 | $ 0.08 | |||||||||||||||||
Purchase price | $ 127,251 | $ 100,000 | $ 220,000 | |||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||
Share based compensation | $ 195,869 | |||||||||||||||||||||||
Dr Allen Meglin [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||
Mr Carbonara [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||
Mr Carbonara [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 1,000,000 | |||||||||||||||||||||||
Mr Carbonara [Member] | Funding Facility [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Proceeds from related party debt | $ 500,000 | |||||||||||||||||||||||
Debt conversion, shares issued | 40,000,000 | |||||||||||||||||||||||
Chief Medical Officer [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 5,000,000 | |||||||||||||||||||||||
Compensation | $ 82,250 | |||||||||||||||||||||||
Issuance of common stock | 500,000 | |||||||||||||||||||||||
Share based compensation | $ 82,250 | |||||||||||||||||||||||
Consulting fees | 27,000 | |||||||||||||||||||||||
Mr Zucker [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Issuance of common stock | 736,808 | |||||||||||||||||||||||
Shares issued, price per share | $ 0.022 | |||||||||||||||||||||||
Distributor [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 3,000,000 | |||||||||||||||||||||||
Share Price | $ 0.115 | |||||||||||||||||||||||
Share based compensation | $ 345,000 | |||||||||||||||||||||||
Mr Mitrani [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||
Issuance of common stock | 47,675,000 | |||||||||||||||||||||||
Share based compensation | 5,721,000 | |||||||||||||||||||||||
Bonus granted | $ 50,000 | |||||||||||||||||||||||
Mr Mitrani [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Common stock granted | 15,000,000 | |||||||||||||||||||||||
Issuance of common stock | 47,675,000 | |||||||||||||||||||||||
Bonus | $ 50,000 | |||||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||||||||||
Share Price | $ 0.022 | |||||||||||||||||||||||
Proceed from sale of products | $ 25,200 | $ 71,500 | ||||||||||||||||||||||
Share based compensation | $ 16,210 |
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 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jun. 10, 2021 | Feb. 05, 2019 | Oct. 31, 2018 | Aug. 10, 2018 | Jun. 20, 2018 | Jun. 22, 2017 |
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | $ 0 | $ 4,349 | ||||||||||||||||
Share Price | $ 0.167 | |||||||||||||||||
Repayment of notes payable | $ 33,557 | $ 81,511 | 130,489 | $ 12,562 | ||||||||||||||
Third Party [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Share Price | $ 0.05 | |||||||||||||||||
Third Party [Member] | Mint Organics, Inc [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
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] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest rate | 45.67% | |||||||||||||||||
Line of credit | $ 100,000 | |||||||||||||||||
Line of Credit Facility, Periodic Payment | 2,541 | |||||||||||||||||
Repayment of line of credit | $ 132,160 | |||||||||||||||||
Unsecured Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | $ 25,000 | |||||||||||||||||
Notes payable | $ 4,392 | 4,392 | ||||||||||||||||
Funding Facility [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion, converted instrument, shares issued | 40,000,000 | |||||||||||||||||
Funding Facility [Member] | Noteholder [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
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 Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | $ 100,000 | $ 150,000 | ||||||||||||||||
Interest rate | 6.00% | 6.00% | ||||||||||||||||
Debt outstanding | 144,000 | |||||||||||||||||
Accrued interest | 5,040 | |||||||||||||||||
Accredited Investor [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt conversion, original amount | $ 100,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 100,622 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 3,773,584 | |||||||||||||||||
Two Accredited Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | $ 70,000 | |||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Accredited Investor 1 [Member] | Settlement And General Release Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | $ 50,000 | |||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | eight monthly installments | |||||||||||||||||
Periodic payments | $ 6,250 | |||||||||||||||||
Repayment of notes payable | $ 50,000 | |||||||||||||||||
Accredited Investor 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 24,180 | |||||||||||||||||
Accredited Investor 2 [Member] | Settlement And General Release Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | 20,000 | $ 20,000 | $ 20,000 | |||||||||||||||
Debt conversion, original amount | 20,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 20,300 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 160,000 | |||||||||||||||||
Debt conversion price per share | $ 0.125 | $ 0.125 | $ 0.125 | |||||||||||||||
One Accredited Investors [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt principal amount | $ 30,000 | |||||||||||||||||
Interest rate | 6.00% | |||||||||||||||||
Debt conversion, original amount | $ 30,000 | |||||||||||||||||
Debt conversion, converted instrument, amount | $ 30,478 | |||||||||||||||||
Debt conversion, converted instrument, shares issued | 1,111,111 |
INCOME TAXES (Details - Compone
INCOME TAXES (Details - Components of Income Tax Expense (Benefit)) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Current: | ||||
Federal | ||||
State | ||||
Current Income Tax Expense (Benefit) | ||||
Deferred: | ||||
Federal | (2,626,791) | (185,045) | ||
State | (540,796) | (19,471) | ||
Deferred Income Tax Expense (Benefit) | (3,167,587) | (204,516) | ||
Change in Valuation Allowance | (3,167,587) | (204,516) | ||
Income tax provision |
INCOME TAXES (Details - Effecti
INCOME TAXES (Details - Effective Reconciliation of Income Tax) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 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 |
INCOME TAXES (Details - Deferre
INCOME TAXES (Details - Deferred Tax Assets) - USD ($) | Oct. 31, 2020 | Oct. 31, 2019 |
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 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 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 | $ 83,684 | $ 70,000 |
CAPITAL STOCK (Details - Minimu
CAPITAL STOCK (Details - Minimum pre-Transaction price per share) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Oct. 31, 2020 | |||
N 0. 22 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Pre-transaction price per share valuation | $ 0.22 | [1] | $ 0.22 | [2] |
Executive bonus shares issued | 40,000,000 | [3] | 40,000,000 | [4] |
Non-executive board bonus shares issued | 2,000,000 | [3] | 2,000,000 | [5] |
N 0. 34 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Pre-transaction price per share valuation | $ 0.34 | [1] | $ 0.34 | [2] |
Executive bonus shares issued | 60,000,000 | [3] | 60,000,000 | [4] |
Non-executive board bonus shares issued | 3,000,000 | [3] | 3,000,000 | [5] |
N 0. 45 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Pre-transaction price per share valuation | $ 0.45 | [1] | $ 0.45 | [2] |
Executive bonus shares issued | 80,000,000 | [3] | 80,000,000 | [4] |
Non-executive board bonus shares issued | 4,000,000 | [3] | 4,000,000 | [5] |
N 0. 54 [Member] | ||||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||||
Pre-transaction price per share valuation | $ 0.54 | [1] | $ 0.54 | [2] |
Executive bonus shares issued | 100,000,000 | [3] | 100,000,000 | [4] |
Non-executive board bonus shares issued | 5,000,000 | [3] | 5,000,000 | [5] |
[1] | proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances | |||
[2] | proforma for issuance of all shares to be issued pursuant to the MCPP and other in the money contingent share issuances | |||
[3] | per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro | |||
[4] | per each executive consisting of Albert Mitrani, Dr. Mari Mitrani, Ian Bothwell, and Dr. George Shapiro | |||
[5] | per each non-executive Board member consisting of Dr. Allen Meglin and Michael Carbonara |
CAPITAL STOCK (Details - Debt a
CAPITAL STOCK (Details - Debt and/or equity financings) - USD ($) | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Range 1 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 2,500,000 | $ 2,500,000 |
Aggregate funding amount, maximum | $ 5,000,000 | $ 5,000,000 |
Shares | 5,000,000 | 5,000,000 |
Range 2 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 5,000,001 | $ 5,000,001 |
Aggregate funding amount, maximum | $ 10,000,000 | $ 10,000,000 |
Shares | 10,000,000 | 10,000,000 |
Range 3 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Aggregate funding amount, minimum | $ 10,000,001 | $ 10,000,001 |
Aggregate funding amount, maximum | $ 30,000,000 | $ 30,000,000 |
Shares | 30,000,000 | 30,000,000 |
CAPITAL STOCK (Details - Manage
CAPITAL STOCK (Details - Management and consultants performance stock plan) - shares | 9 Months Ended | 12 Months Ended |
Jul. 31, 2021 | Oct. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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 [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
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] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | |
Mcpp total shares approved | 5,000,000 | |
Michael Carbonara [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | ||
Mcpp remaining shares available | 5,000,000 | |
Mcpp total shares approved | 5,000,000 | |
Consultants [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Mcpp shares awarded | 33,000,000 | 33,000,000 |
Mcpp remaining shares available | ||
Mcpp total shares approved | 33,000,000 |
CAPITAL STOCK (Details Narrativ
CAPITAL STOCK (Details Narrative) - USD ($) | Jun. 10, 2021 | Jun. 04, 2021 | Jan. 04, 2021 | May 15, 2020 | Feb. 12, 2020 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | 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 | Jul. 31, 2021 | May 31, 2020 | Jul. 31, 2021 | May 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Apr. 30, 2020 | Jan. 31, 2020 | Jul. 31, 2021 | Oct. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Apr. 30, 2021 | Oct. 31, 2021 | Sep. 14, 2021 | Feb. 26, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 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 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||||
Preferred stock, shares issued | 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 | 2,500,000,000 | 1,500,000,000 | 2,500,000,000 | 1,500,000,000 | 1,500,000,000 | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 8,346,391 | $ 5,468,967 | $ 9,914,499 | $ 727,412 | |||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.167 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 60,000 | 240,000 | 50,000 | 25,000 | |||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 19,855 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 10,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Funding Facility [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Debt conversion, converted instrument, shares issued | 40,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
M C P P [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 0 | 49,500,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 1,336,500 | $ 3,915,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 205,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 342,500,000 | 293,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Shares authorized under plan | 582,500,000 | 582,500,000 | 582,500,000 | ||||||||||||||||||||||||||||||||||||||||||||
Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 875,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Three Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 3,250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | $ 0.02 | ||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 65,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 12,340,910 | 2,033,333 | 4,800,000 | 11,050,000 | |||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.06 | $ 0.086 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 665,000 | $ 170,000 | $ 410,000 | $ 221,000 | |||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.06 | $ 0.06 | $ 0.06 | $ 0.06 | |||||||||||||||||||||||||||||||||||||||||||
Five Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.10 | $ 0.10 | 0.10 | 0.10 | |||||||||||||||||||||||||||||||||||||||||||
Dr Allen Meglin [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 625,000 | 422,514 | 1,166,666 | 5,000,000 | 11,000,000 | ||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.08 | $ 0.10 | $ 0.03 | $ 0.02 | $ 0.02 | $ 0.02 | $ 0.03 | 0.08 | $ 0.03 | $ 0.08 | |||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 127,251 | $ 220,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 195,869 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Republic Asset Holdings L L C [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 1,818,181 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.055 | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 100,000 | $ 100,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 56,364 | 34,500 | |||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 1,000,000 | 3,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | $ 0.02 | |||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 25,000 | $ 60,000 | |||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.02 | 0.02 | 0.02 | ||||||||||||||||||||||||||||||||||||||||||||
Two Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | 0.03 | 0.03 | ||||||||||||||||||||||||||||||||||||||||||||
N 19 Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 13,499,992 | 13,499,992 | |||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | $ 0.03 | $ 0.03 | 0.03 | |||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 405,000 | $ 405,000 | |||||||||||||||||||||||||||||||||||||||||||||
Restricted cash | $ 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 8,606,665 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 392,100 | ||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||||||
Nine Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.06 | ||||||||||||||||||||||||||||||||||||||||||||||
Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 800,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 40,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Sales Executives [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 302,000 | $ 35,000 | |||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.151 | $ 0.035 | $ 0.151 | $ 0.151 | $ 0.151 | $ 0.035 | $ 0.151 | $ 0.035 | |||||||||||||||||||||||||||||||||||||||
Shares vested | 4,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Sales Executive [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 157,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | Consultants Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 266,400 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 12,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.093 | $ 0.093 | $ 0.093 | $ 0.093 | $ 0.093 | $ 0.022 | |||||||||||||||||||||||||||||||||||||||||
Shares vested | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Unregistered common stock issued | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Unamortize Stock-based compensation | $ 185,400 | $ 185,400 | $ 185,400 | $ 185,400 | $ 185,400 | ||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.14 | $ 0.049 | $ 0.049 | ||||||||||||||||||||||||||||||||||||||||||||
Consultants [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.148 | 0.40 | 0.40 | ||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 18,650 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 650,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.027 | ||||||||||||||||||||||||||||||||||||||||||||||
Three Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.031 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 89,458 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,725,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.029 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.034 | ||||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 27,809 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 925,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.031 | $ 0.031 | 0.031 | ||||||||||||||||||||||||||||||||||||||||||||
Eight Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.048 | 0.048 | 0.048 | ||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 96,600 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,050,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | 0.023 | $ 0.023 | $ 0.023 | ||||||||||||||||||||||||||||||||||||||||||||
Nine Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.28 | 0.28 | $ 0.28 | ||||||||||||||||||||||||||||||||||||||||||||
C M O [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 140,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.165 | $ 0.028 | $ 0.165 | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 500,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, value | $ 82,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Director [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 16,210 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.022 | $ 0.022 | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued, shares based compensation, shares | 736,808 | ||||||||||||||||||||||||||||||||||||||||||||||
Distributor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 345,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.115 | ||||||||||||||||||||||||||||||||||||||||||||||
Advisor [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Shares vested, description | 250,000 shares shall be fully vested as of the Effective Date, 250,000 shares vest on the sixth month anniversary of the Effective Date, 250,000 shares vest on the ninth month anniversary of the Effective Date and 250,000 shares vest on the twelfth month anniversary of the Effective Date, provided however that the Agreement is in full effect during such vesting period(s) for the respective portion of the Grant. | ||||||||||||||||||||||||||||||||||||||||||||||
Warrants to purchase share of common stock | 6,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Exercise price of warrants | $ 0.04 | ||||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 23,750 | 250,000 | |||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.05 | $ 0.05 | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 500,000 | 5,000,000 | |||||||||||||||||||||||||||||||||||||||||||||
Third Party [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 28,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.057 | $ 0.057 | $ 0.057 | $ 0.057 | $ 0.057 | ||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Consultant One [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.127 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 300,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Consultant Two [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.127 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 25,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 40,790 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 8,730 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 230,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.035 | 0.035 | $ 0.035 | ||||||||||||||||||||||||||||||||||||||||||||
Two Individuals [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.17 | $ 0.17 | $ 0.17 | ||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 154,740 | $ 82,392 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 1,100,000 | 750,000 | |||||||||||||||||||||||||||||||||||||||||||||
Consultant [Member] | Consulting Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 204,667 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.0614 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 20,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Number of shares issued, value | $ 1,228,000 | ||||||||||||||||||||||||||||||||||||||||||||||
One Individual [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 36,225 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Mr Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Dr Mari Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Mr Bothwell [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
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] | M C P P [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.25 | ||||||||||||||||||||||||||||||||||||||||||||||
Dr. Maria I. Mitrani [Member] | M C P P [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 7,500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.50 | ||||||||||||||||||||||||||||||||||||||||||||||
Bothwell [Member] | M C P P [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.75 | ||||||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 13,677,821 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 535,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.03 | 0.03 | $ 0.03 | 0.03 | $ 0.03 | ||||||||||||||||||||||||||||||||||||||||||
Seven Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.25 | $ 0.25 | 0.25 | 0.25 | 0.25 | ||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 2,087,822 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 286,250 | ||||||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.13 | $ 0.13 | |||||||||||||||||||||||||||||||||||||||||||||
Eight Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.15 | 0.15 | |||||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 11,541,500 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 631,020 | ||||||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | 0.05 | $ 0.05 | 0.05 | 0.05 | 0.05 | ||||||||||||||||||||||||||||||||||||||||||
Four Accredited Investors [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | $ 0.13 | ||||||||||||||||||||||||||||||||||||||||||
Employee [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 27,450 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.55 | $ 0.55 | |||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 500,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Employee [Member] | Employment Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 14,316 | ||||||||||||||||||||||||||||||||||||||||||||||
Option grant | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Grant price | $ 0.136 | ||||||||||||||||||||||||||||||||||||||||||||||
Value of stock granted | $ 136,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Two Employees [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.175 | $ 0.175 | |||||||||||||||||||||||||||||||||||||||||||||
Stock exchanged for commission payables, value | $ 30,973 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock exchanged for commission payables, shares | 176,989 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock, shares authorized | 2,500,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr Allen Meglin [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 1,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Consultant [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | 290,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Individual [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense | $ 36,225 | ||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.145 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued for services, shares | 250,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Dr Mari Mitrani [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | Mr Bothwell [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock granted | 15,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 47,675,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | One Accredited Investors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Common stock shares sold during the period | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Sale of stock, price per share | $ 0.05 | ||||||||||||||||||||||||||||||||||||||||||||||
Proceeds from issuance of common stock | $ 150,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
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 Chairman [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
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] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 45,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Executive Management [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 45,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Non Executive Board Members [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Non Executive Board Members [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Administrative Staff [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Administrative Staff [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 550,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Medical Advisors [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Share price | $ 0.12 | ||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 125,000 | ||||||||||||||||||||||||||||||||||||||||||||||
Medical Advisors [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||||||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||||||||||||||||||||||||||||||||||||||||||
Stock issued during period, shares, new issues | 125,000 |
WARRANTS (Details - Warrant Act
WARRANTS (Details - Warrant Activity) - Warrant [Member] - USD ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 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 |
Weighted-average Exercise Price Outstanding beginning balance | $ 0.03 | $ 0.20 | $ 0.20 | $ 0.41 |
Remaining Contractual Term (years) Outstanding beginning balance | 7 years 10 months 24 days | 3 months 18 days | 3 months 18 days | 1 year 1 month 20 days |
Aggregate Intrinsic Value Outstanding beginning balance | $ 1,268,000 | |||
Number of Shares, Granted | 9,500,000 | 9,500,000 | 2,000,000 | |
Weighted-average Exercise Price, Granted | $ 0 | $ 0.03 | $ 0.03 | $ 0.08 |
Remaining Contractual Term (years), Granted | 8 years 6 months 10 days | 8 years 6 months 10 days | 1 year | |
Aggregate Intrinsic Value, Granted | ||||
Number of Shares, Exercised | ||||
Weighted-average Exercise Price, Exercised | $ 0 | |||
Number of Shares, Expired/Forfeited | (4,529,371) | (4,529,371) | (1,158,313) | |
Weighted-average Exercise Price, Expired/Forfeited | $ 0 | $ 0.20 | $ 0.20 | $ 0.67 |
Remaining Contractual Term (years),Expired/Forfeited | 14 days | |||
Aggregate Intrinsic Value, Expired/Forfeited | ||||
Number of Shares Outstanding ending balance | 9,500,000 | 9,500,000 | 9,500,000 | 4,529,371 |
Weighted-average Exercise Price Outstanding ending balance | $ 0.03 | $ 0.03 | $ 0.03 | $ 0.20 |
Remaining Contractual Term (years) Outstanding ending balance | 7 years 1 month 24 days | 8 years 1 month 24 days | 7 years 10 months 24 days | 3 months 18 days |
Aggregate Intrinsic Value Outstanding ending balance | $ 685,650 | $ 185,000 | $ 1,268,000 | |
Number of shares Exercisable | 4,529,371 | |||
Weighted-average Exercise Price, Exercisable | $ 0.20 | |||
Remaining Contractual Term (years), Exercisable | 3 months 18 days | |||
Aggregate Intrinsic Value, Exercisabe | ||||
Aggregate Intrinsic Value, Exercised | ||||
Number of Shares, Expired/Forfeited | 4,529,371 | 4,529,371 | 1,158,313 |
WARRANTS (Details Narrative)
WARRANTS (Details Narrative) - USD ($) | May 15, 2020 | Feb. 26, 2019 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Feb. 26, 2020 |
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Stock-based compensation expense | $ 8,346,391 | $ 5,468,967 | $ 9,914,499 | $ 727,412 | |||
Chief Financial Officer [Member] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
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] | |||||||
Deferred Compensation Arrangement with Individual, Excluding Share-based Payments and Postretirement Benefits [Line Items] | |||||||
Number of warrant shares issued | 6,000,000 | ||||||
Exercise price of warrants | $ 0.04 | ||||||
Risk free interest rate | 31.00% | ||||||
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 | ||||||
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 ($) | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | |
Other Commitments [Line Items] | ||||
Monthly Revenues | $ 3,931,411 | $ 2,072,511 | $ 3,055,776 | $ 1,702,271 |
Revenue 1 [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly Revenues | 1,000,000 | 1,000,000 | ||
Base Salary Increase | 130,000 | 130,000 | ||
Revenue 2 [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly Revenues | 1,500,000 | 1,500,000 | ||
Base Salary Increase | 200,000 | 200,000 | ||
Revenue 3 [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly Revenues | 2,000,000 | 2,000,000 | ||
Base Salary Increase | 275,000 | 275,000 | ||
Revenue 4 [Member] | ||||
Other Commitments [Line Items] | ||||
Monthly Revenues | 3,500,000 | 3,500,000 | ||
Base Salary Increase | 630,000 | 630,000 | ||
Revenue 5 [Member] | ||||
Other Commitments [Line Items] | ||||
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 ($) | Jun. 10, 2021 | May 15, 2020 | Jan. 06, 2020 | Sep. 03, 2015 | Aug. 31, 2021 | Jul. 31, 2021 | Jun. 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 | Jul. 31, 2018 | Apr. 30, 2018 | Jul. 31, 2021 | May 31, 2021 | Jan. 31, 2021 | Jul. 31, 2020 | Jul. 31, 2021 | Jul. 31, 2020 | Oct. 31, 2020 | Oct. 31, 2019 | Jul. 29, 2021 | Feb. 26, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
Common stock share price | $ 0.167 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 8,346,391 | $ 5,468,967 | $ 9,914,499 | $ 727,412 | ||||||||||||||||||||||||
Accrued salary | $ 721,415 | 721,415 | ||||||||||||||||||||||||||
Operating lease expenses | $ 9,562 | $ 8,826 | 28,367 | $ 25,872 | 35,117 | 32,964 | ||||||||||||||||||||||
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. | |||||||||||||||||||||||||||
Issuance of common stock | 60,000 | 240,000 | 50,000 | 25,000 | ||||||||||||||||||||||||
Common stock issued, Value | $ 10,000 | |||||||||||||||||||||||||||
Unpaid invoiced amounts | $ 145,000 | |||||||||||||||||||||||||||
Order Execution [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Payment for services | $ 147,000 | $ 195,524 | ||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Stock-based compensation expense | $ 5,721,000 | |||||||||||||||||||||||||||
Subsequent Event [Member] | Order Execution [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Payment for services | $ 147,363 | $ 195,524 | ||||||||||||||||||||||||||
Consultant [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Stock-based compensation expense | $ 154,740 | 82,392 | ||||||||||||||||||||||||||
Issuance of common stock | 1,100,000 | 750,000 | ||||||||||||||||||||||||||
Consultant [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Common stock share price | $ 0.145 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 290,000 | |||||||||||||||||||||||||||
Ian T. Bothwell [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 7,500,000 | |||||||||||||||||||||||||||
Exercise price of warrants | $ 0.28 | |||||||||||||||||||||||||||
Ethan NY [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Minimum monthly lease payments | $ 586,242 | |||||||||||||||||||||||||||
Loss on termination of lease contract | $ 101,905 | $ 101,905 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | A. Mitrani [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Base salary | $ 162,500 | $ 162,500 | ||||||||||||||||||||||||||
Expenses allowances | 5,000 | 5,000 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Ian T. Bothwell [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Base salary | 162,500 | 162,500 | ||||||||||||||||||||||||||
Executive Employment Agreement [Member] | Dr. Maria Ines Mitrani [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Base salary | $ 162,500 | $ 162,500 | ||||||||||||||||||||||||||
Advisor Agreement [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Warrant to purchase shares of common stock | 6,000,000 | |||||||||||||||||||||||||||
Exercise price of warrants | $ 0.04 | |||||||||||||||||||||||||||
Number of common stock issued | 1,000,000 | |||||||||||||||||||||||||||
V P Agreement [Member] | Vice President [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued | 750,000 | |||||||||||||||||||||||||||
Monthly salary | $ 18,000 | |||||||||||||||||||||||||||
Stock granted | 1,000,000 | |||||||||||||||||||||||||||
Common stock share price | $ 0.035 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 35,000 | $ 126,000 | $ 315,000 | |||||||||||||||||||||||||
Shares vested | 3,600,000 | 9,000,000 | ||||||||||||||||||||||||||
Consulting Agreement [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued | 5,000,000 | |||||||||||||||||||||||||||
Monthly salary | $ 12,500 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 875,000 | |||||||||||||||||||||||||||
Consulting Agreement [Member] | Consultant [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued | 12,000,000 | |||||||||||||||||||||||||||
Monthly salary | $ 30,000 | |||||||||||||||||||||||||||
Common stock share price | $ 0.0614 | |||||||||||||||||||||||||||
Stock-based compensation expense | $ 204,667 | |||||||||||||||||||||||||||
Issuance of common stock | 20,000,000 | |||||||||||||||||||||||||||
Common stock issued, Value | $ 1,228,000 | |||||||||||||||||||||||||||
M C P P [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Number of common stock issued | 33,000,000 | |||||||||||||||||||||||||||
Stock-based compensation expense | 1,336,500 | $ 3,915,000 | ||||||||||||||||||||||||||
Issuance of common stock | 342,500,000 | 293,000,000 | ||||||||||||||||||||||||||
C R O [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Payment for services | 477,000 | $ 778,000 | ||||||||||||||||||||||||||
Expenses | $ 535,000 | |||||||||||||||||||||||||||
Outstanding expenses | $ 220,000 | $ 220,000 | $ 220,000 | |||||||||||||||||||||||||
C R O [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Payment for services | $ 476,943 | $ 777,714 | ||||||||||||||||||||||||||
Five-Year Lease Agreement [Member] | Ethan NY [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Operating lease expenses | $ 9,500 | |||||||||||||||||||||||||||
C R O 3 [Member] | Subsequent Event [Member] | ||||||||||||||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||||||||||||||
Payment for services | $ 555,000 |
MINT ORGANICS (Details Narrativ
MINT ORGANICS (Details Narrative) - $ / shares | 1 Months Ended | |
May 02, 2019 | Jun. 10, 2021 | |
Share price | $ 0.167 | |
Mint Organics Florida, Inc [Member] | Exchange Agreement [Member] | ||
Shares issued , business acquisition | 2,400,000 | |
Share price | $ 0.049 | |
Mint Organics Florida, Inc [Member] | Series A Preferred Stock [Member] | ||
Shares acquired | 150 | |
Warrants acquired | 150,000 | |
Shares issued , business acquisition | 4,400,000 | |
Share price | $ 0.034 |
LIABILITIES ATTRIBUTABLE TO D_3
LIABILITIES ATTRIBUTABLE TO DISCONTINUED OPERATIONS (Details - Schedule of Assets and Liabilities) - USD ($) | Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2019 | Oct. 31, 2018 |
Liabilities: | ||||
Liabilities, total | $ 125,851 | $ 125,851 | $ 125,851 | |
Ethan NY [Member] | ||||
Assets | ||||
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 | 12 Months Ended | |
Oct. 31, 2020 | Oct. 31, 2019 | |
Segment Reporting [Abstract] | ||
Number of operating segments | 1 | 1 |
STOCK SUBSCIPTION RECEIVABLES (
STOCK SUBSCIPTION RECEIVABLES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | |
Jul. 28, 2021 | Jul. 31, 2021 | Oct. 31, 2020 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Subscription receivable | $ 400,000 | ||
Stock Purchase Agreement [Member] | Investor [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common stock purchase price | $ 500,000 | ||
Proceed from issuance of common stock | 100,000 | ||
Subscription receivable | $ 400,000 |
IRS PENALTIES (Details Narrativ
IRS PENALTIES (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Jul. 31, 2021 | Oct. 31, 2020 | Oct. 31, 2011 | |
Irs Penalties | |||
Penalties | $ 90,000 | $ 90,000 | $ 20,000 |
Accrued tax penalties | $ 83,684 | $ 70,000 |