What changed in this filing

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Item 1. Financial Statements

2020-12-14 compared with 2020-09-14 · 337 added, 289 removed, 707 unchanged (47% of the section changed)

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of July 31, 2020 (unaudited) and January 31, 2020

Consolidated Statements of Operations for the Three and Six Months ended July 31, 2020 and 2019 (unaudited)

Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the Period from May 1, 2020 through July 31,

2020 and the Period from May 1, 2019 to July 31, 2019 (unaudited)

Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the Period from February 1, 2020 through July

31, 2020 and the Period from February 1, 2019 to July 31, 2019 (unaudited )

Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2020 and 2019 (unaudited)

to Condensed Consolidated Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of October 31, 2020 (unaudited) and January 31, 2020

Condensed Consolidated Statements of Operations for the Three and Nine Months ended October 31, 2020 and 2019 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the Period from August 1, 2020 through October 31, 2020 and the Period from August 1, 2019 to October 31, 2019 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the Period from February 1, 2020 through October 31, 2020 and the Period from February 1, 2019 to October 31, 2019 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2020 and 2019 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

MamaMancini’s

1 unchanged sentence

Consolidated Balance Sheets

receivable, net

Current Assets:

and equipment, net

lease right of use assets, net

and Stockholders’

payable and accrued expenses

lease liability

leases payable

Accounts receivable, net

Prepaid expenses

current assets

Property and equipment, net

Operating lease right of use assets,

Liabilities and Stockholders’

Current Liabilities:

of credit –

lease liability –

leases payable –

payable - related party

Accounts payable and accrued expenses

Operating lease liability

Finance leases

current liabilities

Line of credit –

Operating lease liability –

Finance leases payable –

Notes payable

- related party

long-term liabilities

and contingencies

Commitments and contingencies

Stockholders’

A Preferred stock, $0.00001 par value;

120,000 shares authorized;

23,400 issued as of July 31, 2020 and January 31, 2020,

0 and 0 shares outstanding as of July 31, 2020 and January 31, 2020

stock, $0.00001 par value;

Series A Preferred stock, $0.00001 par value;

120,000 shares

23,400 issued as of October 31, 2020 and January 31, 2020, 0 and 0 shares outstanding as of October 31, 2020 and

January 31, 2020

Preferred stock, $0.00001 par value;

19,880,000 shares authorized;

no shares issued and outstanding

stock, $0.00001 par value;

Common stock, $0.00001 par value;

250,000,000 shares authorized;

33,517,101 and 31,991,241 shares issued and outstanding as

of July 31, 2020 and January 31, 2020

paid in capital

Treasury stock, 230,000 shares at cost, respectively

34,767,841 and 31,991,241 shares issued and outstanding as of October 31, 2020 and January 31, 2020

Additional paid in capital

Accumulated deficit

(13,763,999 )

(16,144,110 )

stock, 230,000 shares at cost, respectively

Stockholders’

5 unchanged sentences

the Three Months Ended

the Six Months Ended

Sales-net of slotting fees and discounts

the Nine Months Ended

of slotting fees and discounts

Costs of sales

1 unchanged sentence

Research and development

General and administrative

Total operating expenses

Income from operations

and administrative

operating expenses

from operations

Other expenses

Amortization of debt discount

Total other expenses

Net income before income tax provision

of debt discount

other expenses

income before income tax provision

Income tax provision

6 unchanged sentences

Equity (Deficit)

the Period from May 1, 2020 through July 31, 2020

Preferred Stock

the Period from August 1, 2020 through October 31, 2020

Stockholders’

Balance, May 1, 2020

Balance, August 1, 2020

$ (14,498,141 )

Stock options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Balance, July 31, 2020

Common stock issued for exercise of

Balance, October 31, 2020

$ (13,763,999 )

the Period from May 1, 2019 through July 31, 2019

Preferred Stock

the Period from August 1, 2019 through October 31, 2019

Stockholders’

Balance, May 1, 2019

August 1, 2019

$ (16,866,281 )

Stock options issued for services

Common stock issued for services

Balance, July 31, 2019

October 31, 2019

$ (16,457,666 )

4 unchanged sentences

Equity (Deficit)

the Period from February 1, 2020 through July 31, 2020

the Period from February 1, 2020 through October 31, 2020

Preferred Stock

3 unchanged sentences

Stock options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Balance, July 31, 2020

Common stock issued for exercise of

Balance, October 31, 2020

$ (13,763,999 )

the Period from February 1, 2019 through July 31, 2019

the Period from February 1, 2019 through October 31, 2019

Preferred Stock

1 unchanged sentence

February 1, 2019

options issued for services

stock issued for services

July 31, 2019

$ (17,580,255 )

$ (1,182,148 )

Stock options issued for services

Common stock issued for services

October 31, 2019

$ (16,457,666 )

accompanying notes to the condensed consolidated financial statements

2 unchanged sentences

Consolidated Statements of Cash Flows

For the Six Months Ended

July 31, 2020

July 31, 2019

CASH FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile net income to net cash provided by operating activities:

the Nine Months Ended

CASH FLOWS FROM OPERATING

Adjustments to reconcile net income

to net cash provided by operating activities:

Amortization of debt discount

3 unchanged sentences

Accounts receivable

Other receivable

Prepaid expenses

Accounts payable and accrued expenses

Operating lease liability

Net Cash Provided by Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Operating lease

Cash Provided by Operating Activities

CASH FLOWS FROM INVESTING

Cash paid for fixed assets

Net Cash Used in Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of term loan

Repayments of related party notes payable

Cash paid for

intangible assets

Cash Used in Investing Activities

CASH FLOWS FROM FINANCING

Repayment of related party notes payable

Proceeds from term loan

Repayments of term loan

Proceeds from promissory note

Repayment of promissory note

Borrowings (repayments) of line of credit, net

Borrowings (repayments) of line of credit,

Repayment of capital lease obligations

1 unchanged sentence

Proceeds from exercise of warrants

Net Cash Provided by (Used in) Financing Activities

Cash Used in Financing Activities

Net Increase in Cash

Cash - Beginning of Period

Cash - End of Period

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash - Beginning

Cash - End of

SUPPLEMENTARY CASH

FLOW INFORMATION:

Cash Paid During the Period for:

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Operating lease liability

Finance lease asset additions

Common stock issued for services to be rendered

SUPPLEMENTARY DISCLOSURE

OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Operating lease

Finance lease

asset additions

issued for services to be rendered

Acquisition of

software via contract liability

accompanying notes to the condensed consolidated financial statements

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Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.

Company held no cash equivalents at July 31, 2020 and January 31, 2020.

Company held no cash equivalents at October 31, 2020 and January 31, 2020.

Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial

The balance at times may exceed federally insured limits.

At October 31, 2020, the Company had $1,522,862 in cash

balances that exceed federally insured limits.

Receivable and Allowance for Doubtful Accounts

6 unchanged sentences

receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management.

As of July 31, 2020 and January 31, 2020, the Company had reserves of $2,000.

As of October 31, 2020 and January 31, 2020, the Company had reserves of $2,000.

are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method.

Inventory was comprised

of the following at July 31, 2020 and January 31, 2020:

of the following at October 31, 2020 and January 31, 2020:

Raw Materials

Work in Process

Finished goods

and Equipment

3 unchanged sentences

lives for financial statement reporting of depreciation are:

and equipment

Machinery and equipment

Furniture and fixtures

Leasehold improvements

Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

1 unchanged sentence

any gain or loss is reflected in the consolidated statements of operations.

Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles

- Goodwill and Other - Internal-Use Software as intangible assets.

Acquired internal-use software licenses are amortized over

the term of the arrangement to the line item within the consolidated statements of operations that reflects the nature of the

Additionally,

the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use

If the agreement includes a software license, the Company accounts for the software license as an intangible asset.

Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if

the license is to be paid for over time.

If the agreement does not include a software license, the Company accounts for the arrangement

as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred.

The Company did not record amortization

for the software license since the license has yet to be implemented as of October 31, 2020.

February 2016, the FASB issued ASU 2016-02 “

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and development is expensed as incurred.

Research and development expenses for the three months ended July 31, 2020 and 2019 were

$25,857 and $24,509, respectively.

Research and development expenses for the six months ended July 31, 2020 and 2019 were $55,338

and $49,835, respectively.

Research and development expenses for the three months ended October 31, 2020 and 2019

were $30,765 and $32,744, respectively.

Research and development expenses for the nine months ended October 31, 2020 and 2019

were $86,103 and $82,579, respectively.

and Handling Costs

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such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows:

For the Six Months Ended

July 31, 2020

July 31, 2019

Slotting, Discounts, Allowances

the Three Months Ended

Discounts, Allowances

the Nine Months Ended

Discounts, Allowances

Disaggregation

1 unchanged sentence

The following table disaggregates gross revenue by significant geographic area for

the six months ended July 31, 2020 and 2019:

the Six Months Ended

the three and nine months ended October 31, 2020 and 2019:

the Three Months Ended

Total revenue

the Nine Months Ended

Total revenue

of sales represents costs directly related to the production and manufacturing of the Company’s products.

3 unchanged sentences

Producing and communicating

advertising expenses for the three months ended July 31, 2020 and 2019 were $288,152 and $413,973, respectively.

advertising expenses for the three months ended October 31, 2020 and 2019 were $314,093 and $517,940 respectively.

Producing and

communicating advertising expenses for the six months ended July 31, 2020 and 2019 were $670,100 and $756,795, respectively.

communicating advertising expenses for the nine months ended October 31, 2020 and 2019 were $984,193 and $1,274,735, respectively.

Company accounts for stock-based compensation in accordance with ASC Topic 718, “

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as a reduction in additional paid in capital.

the three months ended July 31, 2020 and 2019, share-based compensation amounted to $22,870 and $12,686, respectively.

the six months ended July 31, 2020 and 2019, share-based compensation amounted to $49,975 and $29,943, respectively.

the six months ended July 31, 2020 and 2019, when computing fair value of share-based payments, the Company has considered the

following variables:

interest rate

life of grants

volatility of underlying stock

the three months ended October 31, 2020 and 2019, share-based compensation amounted to $1,460 and $37,914, respectively.

the nine months ended October 31, 2020 and 2019, share-based compensation amounted to $51,435 and $67,857, respectively.

the nine months ended October 31, 2020 and 2019, when computing fair value of share-based payments, the Company has considered

the following variables:

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

expected option term is computed using the “simplified”

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to common stockholders per common share.

For the Three Months Ended

July 31, 2020

July 31, 2019

Net income attributable to common stockholders

Effect of dilutive securities:

the Three Months Ended

Net income attributable

to common stockholders

Effect of dilutive

Diluted net income

2 unchanged sentences

Series A Preferred

Weighted average common shares outstanding and assumed conversion –

Basic net income per common share

Diluted net income per common share

(a) - Anti-dilutive securities excluded:

For the Six Months Ended

July 31, 2020

July 31, 2019

Net income attributable to common stockholders

Effect of dilutive securities:

Weighted average common shares outstanding

and assumed conversion –

Basic net income

per common share

Diluted net income

per common share

(a) - Anti-dilutive

securities excluded:

the Nine Months Ended

Net income attributable

to common stockholders

Effect of dilutive

Diluted net income

Weighted average common shares outstanding - basic

1 unchanged sentence

Series A Preferred

Weighted average common shares outstanding and assumed conversion –

Basic net income per common share

Diluted net income per common share

(a) - Anti-dilutive securities excluded:

Weighted average common shares outstanding

and assumed conversion –

Basic net income

per common share

Diluted net income

per common share

(a) - Anti-dilutive

securities excluded:

taxes are provided in accordance with ASC No.

79 unchanged sentences

The Company adopted this guidance on February 1, 2020 on a prospective basis.

The adoption of

this guidance did not have a material impact on the condensed consolidated financial statements.

the adoption of ASU 2018-15 on February 1, 2020, the Company evaluates upfront costs including implementation, set-up or other

costs (collectively, implementation costs) for hosting arrangements under the internal-use software framework.

Costs related to

preliminary project activities and post implementation activities are expensed as incurred, whereas costs incurred in the development

stage are generally capitalized.

Capitalized implementation costs are amortized on a straight-line basis over the expected term

of the hosting arrangement, which includes consideration of the non-cancellable contractual term and reasonably certain renewals.

December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “

1 unchanged sentence

Simplifying the Accounting for Income Taxes ”).

This guidance eliminates certain exceptions

to the general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting

for income taxes.

This guidance is effective for annual periods after December 15, 2020, including interim periods within those

annual periods.

The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial

This guidance eliminates certain exceptions to the

general approach to the income tax accounting model and adds new guidance to reduce the complexity in accounting for income taxes.

This guidance is effective for annual periods after December 15, 2020, including interim periods within those annual periods.

The Company is currently evaluating the potential impact of this guidance on its condensed consolidated financial statements.

does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material

3 unchanged sentences

as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet

to October 31, 2020, warrant holders exercised 823,890 warrants at $1.50 per share into 823,890 shares of common stock.

received aggregate proceeds of $1,124,724 upon exercise.

3 - Property and Equipment:

and equipment on July 31, 2020 and January 31, 2020 are as follows:

July 31, 2020

January 31, 2020

and equipment on October 31, 2020 and January 31, 2020 are as follows:

Machinery and Equipment

1 unchanged sentence

Leasehold Improvements

Accumulated Depreciation

expense charged to income for the three months ended July 31, 2020 and 2019 amounted to $159,285 and $189,567, respectively.

expense charged to income for the six months ended July 31, 2019 and 2018 amounted to $319,078 and $370,052, respectively.

expense charged to income for the three months ended October 31, 2020 and 2019 amounted to $170,031 and $124,953, respectively.

Depreciation expense charged to income for the nine months ended October 31, 2020 and 2019 amounted to $489,109 and $495,005,

respectively.

4 - Investment in Meatball Obsession, LLC

5 unchanged sentences

Company’s ownership interest in MO has decreased due to dilution.

At July 31, 2020 and January 31, 2020, the Company’s

At October 31, 2020 and January 31, 2020, the Company’s

ownership interest in MO was 0% and 12%, respectively.

4 unchanged sentences

current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).

the three months ended July 31, 2020 and 2019, the Company generated approximately $0 and $3,911 in revenues from MO, respectively.

For the six months ended July 31, 2020 and 2019, the Company generated approximately $0 and $33,248 in revenues from MO, respectively.

of July 31, 2020 and January 31, 2020, the Company had a receivable of $0 and $1,604 due from MO, respectively.

the three months ended October 31, 2020 and 2019, the Company generated approximately $0 and $20,474 in revenues from MO, respectively.

For the nine months ended October 31, 2020 and 2019, the Company generated approximately $0 and $53,723 in revenues from MO, respectively.

of October 31, 2020 and January 31, 2020, the Company had a receivable of $0 and $1,604 due from MO, respectively.

D’Agostino and Tom Toto, two directors of the Company, are affiliates of WWS, Inc.

the three months ended July 31, 2020 and 2019, the Company recorded $12,000 and $12,000 in commission expense from WWS, Inc.

sales, respectively.

For the six months ended July 31, 2020 and 2019, the Company recorded $24,000 and $24,000 in commission expense

from WWS, Inc.

the three months ended October 31, 2020 and 2019, the Company recorded $6,000 and $12,000 in commission expense from WWS, Inc.

generated sales, respectively.

For the nine months ended October 31, 2020 and 2019, the Company recorded $30,000 and $36,000 in

commission expense from WWS, Inc.

generated sales, respectively.

Payable –

4 unchanged sentences

January 2024.

As of July 31, 2020 and January 31, 2020, the outstanding principal balance of the notes was $0 and $109,844, respectively.

As of October 31, 2020 and January 31, 2020, the outstanding principal balance of the notes was $0 and $109,844,

respectively.

Company received advances from the CEO of the Company which bear interest at 8%.

The advances are due on January 2024.

The advances were due on January 2024.

31, 2020 and January 31, 2020, there was $0 and $400,000 of principal outstanding, respectively.

Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%.

The advances are due

The advances were due

on January 2024.

At July 31, 2020 and January 31, 2020, there was $0 and $132,000 of principal outstanding, respectively.

the three months ended July 31, 2020 and 2019, the Company recorded interest expense of $11,775 and $11,881, respectively, related

At October 31, 2020 and January 31, 2020, there was $0 and $132,000 of principal outstanding, respectively.

the three months ended October 31, 2020 and 2019, the Company recorded interest expense of $0 and $11,775, respectively, related

to the above related party notes payable.

For the six months ended July 31, 2020 and 2019, the Company recorded interest expense

For the nine months ended October 31, 2020 and 2019, the Company recorded interest expense

of $23,550 and $34,544, respectively, related to the above related party notes payable.

At July 31, 2020 and January 31, 2020,

At October 31, 2020 and January 31, 2020,

there was $0 and $2,863, respectively, of accrued interest on the above related party notes.

Related Party Transactions

the three months ended July 31, 2020 and 2019, the Company reimbursed an entity 100% owned by the CEO of the Company for certain

the three months ended October 31, 2020 and 2019, the Company reimbursed an entity 100% owned by the CEO of the Company for certain

investor relation conference expenses totaling $0 and $0, respectively.

During the six months ended July 31, 2020 and 2019, the

Company reimbursed an entity 100% owned by the CEO of the Company for certain investor relation conference expenses totaling $14,570

During the nine months ended October 31, 2020 and 2019,

the Company reimbursed an entity 100% owned by the CEO of the Company for certain investor relation conference expenses totaling

$14,570 and $15,722, respectively.

the three and six months ended July 31, 2020, members of the board of directors and the CEO exercised 940,807 warrants with exercise

the nine months ended October 31, 2020, members of the board of directors and the CEO exercised 940,807 warrants with exercise

price of $1 in exchange for 940,807 shares of common stock.

7 unchanged sentences

of the note using the effective interest method.

There was unamortized debt discount of $7,164 and $17,864 as of July 31, 2020

There was unamortized debt discount of $0 and $17,864 as of October 31, 2020

and January 31, 2020, respectively.

The outstanding balance on the term loan was $191,661 and $441,663 as of July 31, 2020 and

January 31, 2020, respectively.

The outstanding balance on the term loan was $0 and $441,663 as of October 31, 2020 and January

31, 2020, respectively.

January 4, 2019, the Company has arranged a new $3.5 million working capital line of credit with M&T Bank at LIBOR plus four

10 unchanged sentences

The outstanding balance on the line of credit was $650,000 and $2,997,348

$2,997,348 as of July 31, 2020 and January 31, 2020, respectively.

Future maturities of all debt (excluding debt discount discussed

above in Note 6) are as follows:

For the Twelve Months Ending July 31,

as of October 31, 2020 and January 31, 2020, respectively.

maturities of all debt (excluding debt discount discussed above in Note 6) are as follows:

For the Twelve Months Ending October 31,

Promissory Note

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a fixed annual rate of 1.00%, with the first six months of interest deferred.

Beginning in November 2020, the Company will make

18 equal monthly payments of principal and interest with the final payment due in April 2022.

The Company returned the $330,505

received from the Paycheck Protection Program on May 6, 2020, inclusive of interest.

The Company returned the $330,505 received from

the Paycheck Protection Program on May 6, 2020, inclusive of interest.

8 - Concentrations

the six months ended July 31, 2020, the Company earned revenues from two customers representing approximately 48% and 11% of gross

As of July 31, 2020, these two customers represented approximately 41% and 6% of total gross outstanding receivables, respectively.

During the six months ended July 31, 2019, the Company earned revenues from three customers representing approximately 46%, 10%

the nine months ended October 31, 2020, the Company earned revenues from two customers representing approximately 45% and 11%

of gross sales.

As of October 31, 2020, these two customers represented approximately 30% and 11% of total gross outstanding receivables,

respectively.

During the nine months ended October 31, 2019, the Company earned revenues from three customers representing approximately

47%, 10% and 10% of gross sales.

As of July 31, 2019, three customers represented approximately 41%, 12% and 11% of total gross outstanding

receivables, respectively.

As of October 31, 2019, these three customers represented approximately 41%, 14% and 6% of total

gross outstanding receivables, respectively.

9 - Stockholders’

2 unchanged sentences

Outstanding –

January 31, 2020

Exercisable –

1 unchanged sentence

Forfeited/Cancelled

Outstanding –

July 31, 2020

Exercisable –

July 31, 2020

Options Outstanding

Options Exercisable

Exercise Price

October 31, 2020

Life (in years)

1 unchanged sentence

Exercise Price

July 31, 2020, the total intrinsic value of options outstanding and exercisable was $776,906 and $768,569, respectively.

October 31, 2020, the total intrinsic value of options outstanding and exercisable was $1,131,611 and $1,121,523, respectively.

June 2020, two employees exercised a total of 12,000 options at an exercise price of $0.60 per share for aggregate proceeds of

No options were exercised during the

six months ended July 31, 2019.

the six months ended July 31, 2020, the Company issued to 7,500 options to an employee.

The options have an exercise price of

$1.16 per share, a term of 5 years, and 2-year vesting.

nine months ended October 31, 2019.

the nine months ended October 31, 2020, the Company issued to 7,500 options to an employee.

The options have an exercise price

of $1.16 per share, a term of 5 years, and 2-year vesting.

The options have an aggregated fair value of approximately $7,617 that

was calculated using the Black-Scholes option-pricing model based on the assumptions discussed above in Note 2.

the six months ended July 31, 2020 and 2019, the Company recognized share-based compensation related to options of an aggregate

the nine months ended October 31, 2020 and 2019, the Company recognized share-based compensation related to options of an aggregate

of $51,435 and $49,975, respectively.

At July 31, 2020, unrecognized share-based compensation was $4,853.

At October 31, 2020, unrecognized share-based compensation was $3,393.

following is a summary of the Company’s warrant activity:

Outstanding –

January 31, 2020

2 unchanged sentences

Forfeited/Cancelled

Outstanding –

July 31, 2020

Exercisable –

July 31, 2020

Warrants Outstanding

Warrants Exercisable

Exercise Price

Life (in years)

Exercise Price

the six months ended July 31, 2020, warrant holders exercised a total of 1,557,103 warrants and the Company issued 1,513,860 shares

of common stock as a result of these exercises and received gross proceeds of $1,477,103.

October 31, 2020

the nine months ended October 31, 2020, warrant holders exercised a total of 2,807,843 warrants and the Company issued 2,764,600

shares of common stock as a result of these exercises and received gross proceeds of $2,735,697.

Of the 2,807,843 exercised warrants,

80,000 warrants were exercised on a cashless basis by Spartan Capital and the Company issued 36,757 shares of common stock.

July 31, 2020, the total intrinsic value of warrants outstanding and exercisable was $1,264,754 and $1,264,754, respectively.

October 31, 2020, the total intrinsic value of warrants outstanding and exercisable was $1,804,528 and $1,804,528 , respectively.

10 - Commitments and Contingencies

24 unchanged sentences

order to continue the Exclusive term, the Company shall pay a minimum royalty with respect to the preceding Agreement year as

Agreement Year

1 st and 2 nd

1 unchanged sentence

8 th and 9 th

Company incurred $125,618 and $104,380 of royalty expenses for the three months ended July 31, 2020 and 2019, respectively.

Company incurred $287,445 and $220,846 of royalty expenses for the six months ended July 31, 2020 and 2019, respectively.

expenses are included in general and administrative expenses on the condensed consolidated statement of operations.

Company incurred $111,568 and $98,656 of royalty expenses for the three months ended October 31, 2020 and 2019, respectively.

The Company incurred $399,013 and $319,502 of royalty expenses for the nine months ended October 31, 2020 and 2019, respectively.

Royalty expenses are included in general and administrative expenses on the condensed consolidated statement of operations.

with Placement Agents and Finders

38 unchanged sentences

was terminated according to its terms on March 31, 2020.

Company entered into an Advisory Agreement with B.

Riley Securities, Inc.

effective September 25, 2020 (the “B.

Riley Advisory

Agreement”).

Pursuant to the agreement, the Company shall pay to B.

Riley a non-refundable fee of $175,000 upon delivery

of a fairness opinion in the event a transaction has value over $50 million ($125,000 if a transaction has a value less than $50

In addition, additional fees may be paid to B.

Riley based on the terms of the agreement and transactions consummated.

During the term or this Agreement, the Consultant will provide non-exclusive consulting services related to general corporate

matters, including, but not limited to (i) advice and input with respect to raising capital and potential M&A transactions,

(ii) identifying potential purchasers or targets, (iii) soliciting proposals from purchasers or targets, (iv) assisting the Company

with strategic introductions and negotiations, (v) evaluating proposals, and (vi) other financial advisory and investment banking

services (collectively, the “B.

Riley Advisory Services”).

Subsequent Events

2 unchanged sentences

the Company has identified the following reportable subsequent events other than those disclosed elsewhere in these financials.

to July 31, 2020, a warrant holder exercised 200,000 warrants at $1.00 per share into 200,000 shares of common stock.

to October 31, 2020, warrant holders exercised 823,890 warrants at $1.50 per share into 823,890 shares of common stock.

received aggregate proceeds of $1,124,724 upon exercise.

11 unchanged sentences

DETAILED IN PRIOR COMPANY FILINGS AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

of Operations for the Three Months ended July 31, 2020 and 2019

following table sets forth the summary statements of operations for the three months ended July 31, 2020 and 2019:

Three Months Ended

July 31, 2020

July 31, 2019

Sales - Net of Slotting Fees and Discounts

of Operations for the Three Months ended October 31, 2020 and 2019

following table sets forth the summary statements of operations for the three months ended October 31, 2020 and 2019:

Sales - Net of Slotting

Fees and Discounts

Operating Expenses

2 unchanged sentences

Other Expenses

the three months ended July 31, 2020 and 2019, the Company reported net income of $739,767 and $358,308, respectively.

in net income between the three months ended July 31, 2020 and 2019 was primarily attributable to an increase in sales of 28%

and an increase in gross profit (32% of sales as discussed below) and in addition to a decrease in interest expense and only a

modest increase in operating expenses (23% of sales as discussed below).

Sales, net of slotting fees and discounts increased by approximately 28% to $10,384,484 during the three months ended July

31, 2020, from $8,099,445 during the three months ended July 31, 2019.

During the three months ended July 31, 2020, the Company

was able to increase its sales through new customers as well as its existing customer base.

The gross profit margin was 32% for the three months ended July 31, 2020 compared to 33% for the three months ended

July 31, 2019.

Gross margin decreased due to short term higher beef raw material prices, partially offset by plant operating efficiencies.

Operating expenses increased by 7% during the three months ended July 31, 2020, as compared to the three months

ended July 31, 2019.

Operating expenses decreased as a percentage of sales from 28% in 2019 to 23% in 2020.

The $166,862 increase

in total operating expenses is primarily attributable to the following increases in operating expenses:

the three months ended October 31, 2020 and 2019, the Company reported net income of $734,142 and $408,615, respectively.

change in net income between the three months ended October 31, 2020 and 2019 was primarily attributable to an increase in sales

of 7% and an increase in gross profit (32% of sales as discussed below) and in addition to a decrease in interest expense and

only a modest decrease in operating expenses (24% of sales as discussed below).

Sales, net of slotting fees and discounts increased by approximately 7% to $9,898,991 during the three months ended October

31, 2020, from $9,267,036 during the three months ended October 31, 2019.

During the three months ended October 31, 2020, the

Company was able to increase its sales through new customers as well as its existing customer base.

The effect of COVID-19 slowed

new placements in the third quarter and are expected to resume in the fourth quarter.

The gross profit margin was 32% for the three months ended October 31, 2020 compared to 31% for the three months ended

October 31, 2019.

Gross margin increased due to plant operating efficiencies.

Operating expenses decreased by 2% during the three months ended October 31, 2020, as compared to the three months

ended October 31, 2019.

Operating expenses decreased as a percentage of sales from 26% in three months ended October 31, 2019

to 24% in three months ended October 31, 2020.

The $59,151 change in total operating expenses is primarily attributable to the

following increases in operating expenses:

and freight of $111,881 due to increased sales and slightly lower freight costs over the prior year,

fees of $34,153 due to an increase in investor relations activities.

expense of $87,141 directly related to increased sales.

and related expenses of $64,609 due to the addition of a Senior Executive in February 2020,

expense of $55,865 directly related to increased sales, and

expense increases were offset by a decrease in the following as well as minimal decreases in other expense categories:

and promotion of $203,847 due to lower promotional expenses for merchandising, offset by higher spending on a Sirius Radio

Other expenses decreased by $25,636 to $66,998 for the three months ended July 31, 2020 as compared to $92,634 during

the three months ended July 31, 2019.

For three months ended July 31, 2020, other expenses consisted of $61,648 in interest expense

incurred on the Company’s financing arrangements.

In addition, the Company recorded $5,350 of amortization expense related

to the debt discount.

For three months ended July 31, 2019, other expenses consisted of $87,284 in interest expense incurred on

the Company’s financing arrangements.

In addition, the Company recorded $5,350 of amortization expense related to the debt

of Operations for the Six Months ended July 31, 2020 and 2019

following table sets forth the summary statements of operations for the six months ended July 31, 2020 and 2019:

Six Months Ended

July 31, 2020

July 31, 2019

Sales - Net of Slotting Fees and Discounts

Campaign, and

fees of $34,153 due to a decrease in investor relations activities in comparison to the prior year.

Other expenses decreased by $41,999 to $52,986 for the three months ended October 31, 2020 as compared to $94,985

during the three months ended October 31, 2019.

For three months ended October 31, 2020, other expenses consisted of $45,822 in

interest expense incurred on the Company’s financing arrangements.

In addition, the Company recorded $7,164 of amortization

expense related to the debt discount.

For three months ended October 31, 2019, other expenses consisted of $89,635 in interest

expense incurred on the Company’s financing arrangements.

In addition, the Company recorded $5,350 of amortization expense

related to the debt discount.

of Operations for the Nine Months ended October 31, 2020 and 2019

following table sets forth the summary statements of operations for the nine months ended October 31, 2020 and 2019:

Sales - Net of Slotting

Fees and Discounts

Operating Expenses

2 unchanged sentences

Other Expenses

the six months ended July 31, 2020 and 2019, the Company reported net income of $1,645,969 and $713,974, respectively.

in net income between the six months ended July 31, 2020 and 2019 was primarily attributable to an increase in sales of 39% and

an increase in gross profit (32% of sales as discussed below) in addition to a decrease in interest expense offset by only modest

increases in operating expenses (24% of sales as discussed below).

Sales, net of slotting fees and discounts increased by approximately 39% to $21,485,403 during the six months ended July 31,

2020, from $15,464,269 during the six months ended July 31, 2019.

During the six months ended July 31, 2020, the Company was able

to increase its sales through new customers as well as its existing customer base.

The gross profit margin was 32% for the six months ended July 31, 2020 compared to 33% for the six months ended July

Gross margins decreased due to short term higher beef raw material prices, offset by higher plant operations efficiency.

Operating expenses increased by 25% during the six months ended July 31, 2020, as compared to the six months ended

July 31, 2019.

the nine months ended October 31, 2020 and 2019, the Company reported net income of $2,380,111 and $1,122,589, respectively.

change in net income between the nine months ended October 31, 2020 and 2019 was primarily attributable to an increase in sales

of 27% and stable gross profit (32% of sales as discussed below) in addition to a decrease in interest expense offset by increases

in operating expenses (24% of sales, a 2% decrease from the prior year, as discussed below).

Sales, net of slotting fees and discounts increased by approximately 27% to $31,384,394 during the nine months ended October

31, 2020, from $24,731,305 during the nine months ended October 31, 2019.

During the nine months ended October 31, 2020, the Company

was able to increase its sales through new customers as well as its existing customer base.

COVID-19 had the effect of, consumer

hoarding of food and increasing inventory build at retailers in the first quarter of the year but slowed new placements in the

third quarter.

The Company expects new placements to revert back to normal levels in the fourth quarter of this fiscal year.

The gross profit margin was 32% for the nine months ended October 31, 2020 compared to 32% for the nine months ended

October 31, 2019.

Gross margins remained the same as a percentage of sales, due to short term higher beef raw material prices,

offset by higher plant operations efficiency.

Operating expenses increased by 15% during the nine months ended October 31, 2020, as compared to the nine months

ended October 31, 2019.

Operating expenses decreased as a percentage of sales from 26% in 2019 to 24% in 2020.

2 unchanged sentences

and freight of $503,432 due to increased sales and change of customer mix;

fees of $158,948 due to an increase in investor relations and investment banking activities;

expense of $263,760 directly related to increased sales;

and related expenses of $221,653 due to the addition of a Senior Executive in February 2020;

fees of $107,453 due to an increase in investor relations and investment banking activities;

expenses of $79,511 due to the increase in sales.

expense increases were offset by decrease in the following as well as minimal decreases in other expense categories:

1 unchanged sentence

spending on a Sirius Radio advertising campaign;

Other expenses decreased by $79,784 to $136,750 for the six months ended July 31, 2020 as compared to $216,534 during

the six months ended July 31, 2019.

For six months ended July 31, 2020, other expenses consisted of $126,050 in interest expense

incurred on the Company’s financing arrangements.

In addition, the Company recorded $10,700 of amortization expense related

to the debt discount.

For six months ended July 31, 2019, other expenses consisted of $203,896 in interest expense incurred on

the Company’s financing arrangements.

In addition, the Company recorded $12,638 of amortization expense related to the debt

show and travel expenses of $65,609 due to reduced need for travel and the elimination of in person trade shows due to COVID-19.

Other expenses decreased by $121,783 to $189,736 for the nine months ended October 31, 2020 as compared to $311,519

during the nine months ended October 31, 2019.

For nine months ended October 31, 2020, other expenses consisted of $171,872 in

interest expense incurred on the Company’s financing arrangements.

In addition, the Company recorded $17,864 of amortization

expense related to the debt discount.

For nine months ended October 31, 2019, other expenses consisted of $293,531 in interest

expense incurred on the Company’s financing arrangements.

In addition, the Company recorded $17,988 of amortization expense

related to the debt discount.

and Capital Resources

following table summarizes total current assets, liabilities and working capital at July 31, 2020 compared to January 31, 2020:

July 31, 2020

following table summarizes total current assets, liabilities and working capital at October 31, 2020 compared to January 31, 2020:

Current Assets

1 unchanged sentence

Working Capital

of July 31, 2020, we had working capital of $3,430,992 as compared to a working capital of $1,412,024 as of January 31, 2020,

of October 31, 2020, we had working capital of $3,494,259 as compared to a working capital of $1,412,024 as of January 31, 2020,

an increase of $2,082,235.

3 unchanged sentences

These amounts were offset by a decrease in accounts receivable of $39,975.

cash provided by operating activities for the six months ended July 31, 2020 and 2019 was $1,465,898 and $889,577, respectively.

Cash provided by operations is primarily attributable to the net income for the six months ended July 31, 2020 and 2019 of $1,645,969

cash provided by operating activities for the nine months ended October 31, 2020 and 2019 was $2,518,012 and $975,848, respectively.

Cash provided by operations is primarily attributable to the net income for the nine months ended October 31, 2020 and 2019 of

$2,380,111 and $1,122,589, respectively.

cash used in all investing activities for the six months ended July 31, 2020 was $189,287 as compared to $89,525 for the six months

ended July 31, 2019, respectively, to acquire new machinery and equipment and leasehold improvements.

Our capital expenditures

are attributed to a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to meet growing

cash provided by all financing activities for the six months ended July 31, 2020 was $28,292 as compared to $774,234 used

in financing activities for the six months ended July 31, 2019.

During the six months ended July 31, 2020, the Company received

proceeds of $330,505 from the Paycheck Protection Program promissory note and proceeds of $1,484,303 from the exercise of options

and warrants.

The Company returned the $330,505 received from the Paycheck Protection Program in May 2020.

These cash in-flows

were offset by payments on its line of credit of $500,000, payments on its term loan of $250,002, payments of $641,844 on the

related party loans and $64,165 paid for capital lease payments.

During the six months ended July 31, 2019, the Company made net

borrowings on the line of credit of $65,314.

These cash in-flows were offset by payments of term loan of $808,335 and $31,213

cash used in all investing activities for the nine months ended October 31, 2020 was $320,332 as compared to $163,186 for the

nine months ended October 31, 2019, respectively, to acquire new machinery and equipment and leasehold improvements.

expenditures are attributed to a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to

meet growing demand.

cash used in all financing activities for the nine months ended October 31, 2020 was $798,520 as compared to $811,497 for the

nine months ended October 31, 2019.

During the nine months ended October 31, 2020, the Company received proceeds of $330,505 from

the Paycheck Protection Program promissory note and proceeds of $2,742,897 from the exercise of options and warrants.

returned the $330,505 received from the Paycheck Protection Program in May 2020.

These cash in-flows were offset by payments on

its line of credit of $2,347,348, payments on its term loan of $441,663, payments of $641,844 on the related party loans and $110,562

paid for capital lease payments.

During the nine months ended October 31, 2019, the Company made net borrowings on the line of

credit of $285,314.

These cash in-flows were offset by net payments of term loan of $1,033,336 and $63,475 paid for capital lease

reflected in the accompanying consolidated financial statements, the Company has net income and net cash provided by operations

of $1,645,969 and $1,465,898, respectively, for the six months ended July 31, 2020.

of $2,380,111 and $2,518,012, respectively, for the nine months ended October 31, 2020.

the expected revenue growth and control of expenses lead management to believe that it is probable that the Company’s cash

39 unchanged sentences

The Company adopted this guidance on February 1, 2020 on a prospective basis.

The adoption of

this guidance did not have a material impact on the condensed consolidated financial statements.

December 2019, the FASB issued authoritative guidance intended to simplify the accounting for income taxes (ASU 2019-12, “

64 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements