The following discussion should be read in conjunction with the attached unaudited condensed consolidated financial statements and notes thereto, and our audited consolidated financial statements and related notes for our fiscal year ended October 31, 2021 found in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 15, 2022.





Explanatory Note

All references to shares of our common stock contained herein have been adjusted to reflect a 1-for-500 reverse stock split which was completed and became effective on January 13, 2021.





Overview

For the period August 1, 2018 through October 31, 2021, we, through our wholly-owned subsidiary, Verus Foods, Inc. ("Verus Foods"), an international supplier of consumer food products, were focused on international consumer packaged goods, foodstuff distribution and wholesale trade. Our fine food products were sourced in the United States and exported internationally. We marketed consumer food products under our own brand primarily to supermarkets, hotels and other members of the wholesale trade. Initially, we focused on frozen foods, particularly meat, poultry, seafood, vegetables, and french fries with beverages as a second vertical, and in 2018, we added cold-storage facilities and began seeking international sources for fresh fruit, produce and similar perishables, as well as other consumer packaged foodstuff with the goal to create vertical farm-to-market operations.

Through October 31, 2021, we had a significant regional presence in the Middle East and North Africa ("MENA") and sub-Saharan Africa (excluding The Office of Foreign Assets Control restricted nations), with deep roots in the Gulf Cooperation Council ("GCC") countries, which included the United Arab Emirates ("UAE"), Oman, Bahrain, Qatar, Kingdom of Saudi Arabia and Kuwait. During the three months ended October 31, 2021, we made a decision to cease operating as an international supplier of consumer food products, whereby we cancelled and settled all supplier and customer contracts to avoid any future significant liabilities. Accordingly, we have classified the operating results and associated assets and liabilities from Verus MENA as discontinued operations in the consolidated financial statements for the years ended October 31, 2021 and 2020.

In addition to the foregoing, since our acquisition of Big League Foods, Inc. ("BLF") during April 2019, pursuant to which we acquired a license with Major League Baseball Properties, Inc. ("MLB") to sell MLB-branded frozen dessert products and confections, we sold pint size ice cream in grocery store-type packaging. In addition, under our confections product line, we sold gummi and chocolate candies. The MLB license covers all 30 MLB teams, and all of our products pursuant to such license featured "home team" packaging that matched the fan base in each region. On December 18, 2020, we and our wholly owned subsidiary, BLF, entered into a letter agreement with ACG Global Solutions, Inc. and Game on Foods, Inc. ("GOF"), whereby for certain consideration, BLF sold, transferred, and assigned all of BLF's rights, title, and interest in and to all of BLF's assets to GOF. The assignments of our interests in the MLB and NHL licenses were completed on March 15, 2021 and March 25, 2021, respectively. Accordingly, we have classified the operating results and associated assets and liabilities from BLF as discontinued operations in the consolidated financial statements for the years ended October 31, 2021 and 2020.

Furthermore, during August 2019, we purchased all of the assets of a french fry business in the Middle East.





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Recent Developments



Litigation

On November 16, 2021, Fulton Bank, N.A. ("Fulton") commenced a lawsuit against the Company in the United States Circuit Court for Montgomery County, Maryland as a result of the Company not making required payments under the Credit Facility. The Company intends to defend this matter and although the ultimate outcome cannot be predicted with certainty, an adverse ruling against the Company could have a material adverse effect on its financial condition and results of operations.

On December 15, 2021, Donald P. Monaco as trustee of the Donald P. Monaco Insurance Trust, commenced a lawsuit against the Company in the United States Circuit Court for Montgomery County, Maryland as a result of the Company not making required payments under the Monaco Note. The Company intends to defend this matter and although the ultimate outcome cannot be predicted with certainty, an adverse ruling against the Company could have a material adverse effect on its financial condition and results of operations.

On February 7, 2022, Indeglia & Carney, LLP, commenced a lawsuit against the Company in the United States Circuit Court for Washington County, Maryland as a result of allegations of the Company not making payment of an outstanding balance due for services rendered. The Company intends to defend this matter and although the ultimate outcome cannot be predicted with certainty, an adverse ruling against the Company could have a material adverse effect on its financial condition and results of operations.

On March 10, 2022, AGC Global Solutions, Inc., commenced a lawsuit against the Company in the United States Circuit Court for Montgomery County, Maryland as a result of the Company not making required payments under a promissory note. The Company intends to defend this matter and although the ultimate outcome cannot be predicted with certainty, an adverse ruling against the Company could have a material adverse effect on its financial condition and results of operations.

Critical Accounting Policies and Estimates

The discussion and analysis of the Company's financial condition and results of operations are based upon its unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these unaudited condensed consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent liabilities. On an on-going basis, management evaluates past judgments and estimates, including those related to bad debts, potential impairment of intangible assets, accrued liabilities and contingencies. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The accounting policies and related risks described in Note 2 above and the Company's Annual Report on Form 10-K as filed with the SEC on April 15, 2022 are those that depend most heavily on these judgments and estimates. As of April 30, 2022, there had been no material changes to any of the critical accounting policies contained therein.





Results of Operations

Three months ended April 30, 2022 compared to three months ended April 30, 2021





Continuing Operations



Revenue

For the three months ended April 30, 2022, there was no revenue from continuing operations, compared to $347,844 of revenue for the three months ended April 30, 2021. The decrease in revenue is due to no nutraceutical product sales for the three months ended April 30, 2022.





Cost of Revenue

There was no cost of revenue for the three months ended April 30, 2022, compared to $168,792 for the three months ended April 30, 2021.





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Operating Expenses

Our operating expenses, which include salaries and benefits, stock-based compensation, selling and promotions expense, legal and professional fees, and general and administrative expenses decreased to $221,640 for the three months ended April 30, 2022, compared to $376,885 for the three months ended April 30, 2021, a decrease of $155,245, or 41%. The decrease is primarily due to a decrease of $112,243 in salaries and benefits due to reduced headcount, coupled with a decrease of $68,002 in general and administrative expenses due to expense rationalization initiatives. These decreases were partially offset by an increase in legal and professional fees of $25,000.





Other (Expense) Income

Our other income (expense), net decreased by $295,865, or 51%, for the three months ended April 30, 2022. The decrease is primarily the result of decreases in amortization of original issue discounts and deferred financing costs, loss on convertible note payable extinguishment / settlement, and initial derivative liability expense, partially offset by increases in interest expense, default principal increase on convertible notes payable, and loss on change in fair value of derivative liability, coupled with a decrease in gain on settlement of liabilities.

Net Loss from Continuing Operations

We generated a net loss from continuing operations of $505,796 for the three months ended April 30, 2022, compared to a net loss of $777,854 for the three months ended April 30, 2021, a decrease of $272,058. The decrease in net loss is primarily driven by the decreases in operating expenses and other expenses as disclosed above.





Discontinued Operations

For the three months ended April 30, 2022, there are no revenue, cost of revenue, or other income (expense) from discontinued operations. For the three months ended April 30, 2022, operating expenses were $5, generating a net loss of $5 from discontinued operations. For the three months ended April 30, 2021, we generated $2,962,836 of revenue, incurred $2,394,853 of cost of revenue, incurred $497,642 of operating expenses, and generated net income of $70,342 from discontinued operations.

Six months ended April 30, 2022 compared to six months ended April 30, 2021





Continuing Operations



Revenue

For the six months ended April 30, 2022, there was no revenue from continuing operations, compared to $347,844 of revenue for the six months ended April 30, 2021. The decrease in revenue is due to no nutraceutical product sales for the six months ended April 30, 2022.





Cost of Revenue

There was no cost of revenue for the six months ended April 30, 2022, compared to $168,867 for the six months ended April 30, 2021.





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Operating Expenses

Our operating expenses, which include salaries and benefits, stock-based compensation, selling and promotions expense, legal and professional fees, and general and administrative expenses decreased to $443,637 for the six months ended April 30, 2022, compared to $512,442 for the six months ended April 30, 2021, a decrease of $68,805, or 13%. The decrease is primarily due to a decrease of $22,007 in salaries and benefits due to reduced headcount, coupled with a decrease of $121,798 in general and administrative expenses due to expense rationalization initiatives. These decreases were partially offset by an increase in legal and professional fees of $75,000.





Other (Expense) Income

Our other income (expense), net decreased by $290,299, or 32%, for the six months ended April 30, 2022. The decrease is primarily the result of decreases in initial derivative liability expense, partially offset by increases in interest expense, amortization of original issue discounts and deferred financing costs, loss on convertible note payable extinguishment / settlement, default principal increase on convertible notes payable, loss on change in fair value of derivative liability, and gain on settlement of liabilities.

Net Loss from Continuing Operations

We generated a net loss from continuing operations of $1,067,451 for the six months ended April 30, 2022, compared to a net loss of $1,247,578 for the six months ended April 30, 2021, a decrease of $180,1278. The decrease in net loss is primarily driven by the decreases in operating expenses and other expenses as disclosed above.





Discontinued Operations

For the six months ended April 30, 2022, there are no revenue, cost of revenue, or other income (expense) from discontinued operations. For the six months ended April 30, 2022, operating expenses were $41,039, generating a net loss of $41,039 from discontinued operations. For the six months ended April 30, 2021, we generated $6,417,480 of revenue, incurred $5,256,125 of cost of revenue, incurred $1,067,425 of operating expenses, and generated net income of $93,930 from discontinued operations.

Liquidity and Capital Resources

At April 30, 2022, we had $6,789 of cash and a working capital deficit of $3,961,708 as compared to cash of $66,022 and a working capital deficit of $3,447,103 at October 31, 2021.

Net cash used in operating activities of continuing operations was $220,295 for the six months ended April 30, 2022, a decrease of $376,760 from $597,055 used during the six months ended April 30, 2021. The decrease in net cash used in operating activities of continuing operations was primarily due to an increase in accounts payable, coupled with a decrease in accounts receivable and net loss, partially offset by a net decrease in non-cash charges.

There was no net cash used in investing activities of continuing operations for the six months ended April 30, 2022 and 2021.

We have financed our operations since inception primarily through proceeds from equity and debt financings and revenue derived from operations. During the six months ended April 30, 2022, net cash provided by financing activities of continuing operations was $120,000 as compared to $673,725 during the six months ended April 30, 2021. The decrease in net cash provided by financing activities of continuing operations was primarily due to lower net proceeds from the issuance of convertible notes payable and notes payable, partially offset by lower payments applied to convertible promissory notes. Our continued operations primarily depend upon our ability to raise additional capital from various sources including equity and debt financings, as well as our revenue derived from operations. We can give no assurances that any additional capital that we are able to obtain will be sufficient to meet our needs or will be on favorable terms. Based on our current plans, we believe that our cash provided from the above sources may not be sufficient to enable us to meet our planned operating needs for the next twelve months.





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Impact of COVID-19 Pandemic

A novel strain of coronavirus, COVID-19, surfaced during December 2019 and has spread around the world, including to the United States. During March 2020, COVID-19 was declared a pandemic by the World Health Organization. During certain periods of the pandemic thus far, a number of U.S. states and various countries throughout the world had been under governmental orders requiring that all workers remain at home unless their work was critical, essential, or life-sustaining. As a result of these governmental orders, we temporarily closed our domestic and international offices and required all of our employees to work remotely. As economic activity has begun and continues recovering, the impact of the COVID-19 pandemic on our business has been more reflective of greater economic and marketplace dynamics. Furthermore, in light of variant strains of the virus that have emerged, the COVID-19 pandemic could once again impact our operations and the operations of our customers and vendors as a result of quarantines, illnesses, and travel restrictions.

The full impact of the COVID-19 pandemic on our financial condition and results of operations will depend on future developments, such as the ultimate duration and scope of the pandemic, its impact on our employees, customers, and vendors, in addition to how quickly normal economic conditions and operations resume and whether the pandemic impacts other risks disclosed in Item 1A "Risk Factors" within this Annual Report on Form 10-K. Even after the pandemic has subsided, we may continue to experience adverse impacts to our business as a result of any economic recession or depression that has occurred as a result of the pandemic. Therefore, we cannot reasonably estimate the impact at this time. We continue to actively monitor the pandemic and may determine to take further actions that alter our business operations as may be required by federal, state, or local authorities or that we determine are in the best interests of our employees, customers, vendors, and shareholders.

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