What changed in this filing

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Item 1. Business

2021-04-21 compared with 2020-04-23 · 249 added, 266 removed, 86 unchanged (86% of the section changed)

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(formerly Mascot Properties, Inc.) was incorporated in the State of Nevada on July 22, 2009.

Mascot Properties,

Inc.’s (“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage,

primarily related to student housing, and services which included general property management, maintenance and activities coordination

for residents.

Mascot did not have any significant development of such business and did not derive any revenue.

Due to the lack

of results in its attempt to implement its original business plan, management determined it was in the best interests of the shareholders

to look for other potential business opportunities.

February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey

in order to commercialize our initial products.

On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units

(the “Units”) of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain

options to purchase an additional 223,404 shares of MamaMancini’s Inc.

Mascot Properties, Inc.’s

(“Mascot”) activities since its inception consisted of trying to locate real estate properties to manage, primarily related

to student housing, and services which included general property management, maintenance and activities coordination for residents.

did not have any significant development of such business and did not derive any revenue.

Due to the lack of results in its attempt to

implement its original business plan, management determined it was in the best interests of the shareholders to look for other potential

business opportunities.

February 22, 2010, MamaMancini’s LLC was formed as a limited liability company under the laws of the state of New Jersey in order

to commercialize our initial products.

On March 5, 2012, the members of MamaMancini’s, LLC, holders of 4,700 units (the “Units”)

of MamaMancini’s LLC, exchanged the Units for 15,000,000 shares of common stock and those certain options to purchase an additional

223,404 shares of MamaMancini’s Inc.

(the “Exchange”).

Upon consummation of

the Exchange, MamaMancini’s LLC ceased to exist and all further business has been and continues to be conducted by MamaMancini’s

January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company

(“Merger Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)

and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger

(the “Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving

as a wholly-owned subsidiary of the Company (the “Merger”).

The transaction (the “Closing”) took place

on January 24, 2013 (the “Closing Date”).

Mascot acquired, through a reverse triangular merger, all of the outstanding

capital stock of Mama’s in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”),

pro-rata, a total of 20,054,000 shares of the Company’s common stock.

As a result of the Merger, the Mama’s Shareholders

became the majority shareholders of Mascot.

Immediately following the Closing of the Agreement, Mascot changed its business plan

to that of Mama’s.

On March 8, 2013, Mascot received notice from the Financial Industry Regulatory Authority (“FINRA”)

that its application to change its name and symbol had been approved and effective Monday, March 11, 2013, Mascot began trading

under its new name, “MamaMancini’s Holdings, Inc.”

Upon consummation of the Exchange, MamaMancini’s LLC ceased

to exist and all further business has been and continues to be conducted by MamaMancini’s Inc.

January 24, 2013, Mascot, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger

Sub”), MamaMancini’s Inc., a privately-held Delaware Corporation headquartered in New Jersey (“Mama’s”)

and David Dreslin, an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the

“Agreement”) pursuant to which the Merger Sub was merged with and into Mama’s, with Mama’s surviving as a wholly-owned

subsidiary of the Company (the “Merger”).

The transaction (the “Closing”) took place on January 24, 2013 (the

“Closing Date”).

Mascot acquired, through a reverse triangular merger, all of the outstanding capital stock of Mama’s

in exchange for issuing Mama’s shareholders (the “Mama’s Shareholders”), pro-rata, a total of 20,054,000 shares

of the Company’s common stock.

As a result of the Merger, the Mama’s Shareholders became the majority shareholders of Mascot.

Immediately following the Closing of the Agreement, Mascot changed its business plan to that of Mama’s.

On March 8, 2013, Mascot

received notice from the Financial Industry Regulatory Authority (“FINRA”) that its application to change its name and symbol

had been approved and effective Monday, March 11, 2013, Mascot began trading under its new name, “MamaMancini’s Holdings,

(“MamaMancini’s”

or the “Company”)

and under its new symbol, “MMMB”.

November 1, 2017, MamaMancini’s, Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”), and

MMMB Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed

a merger transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly

owned subsidiary of MamaMancini’s.

Under the terms of the Merger Agreement and in connection with the merger, the Company

acquired all assets of JEFE.

The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between

the parties, (b) the assumption by the Company of all JEFE accounts payable and accrued expenses (c) assumption by the Company

of certain third-party loans to JEFE totaling approximately $782,000 and (d) indemnification of Carl Wolf with respect to his

collateralization of a bank loan to JEFE in the amount of approximately $250,000.

As a result of the transaction, (i) the Company

became the sole shareholder of JEFE, which became a wholly-owned subsidiary of the Company .

No cash or stock was exchanged

in connection with the transaction.

or the “Company”) and under its new symbol, “MMMB”.

November 1, 2017, MamaMancini’s, Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”), and MMMB

Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed a merger

transaction whereby JEFE merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary

of MamaMancini’s.

Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of

The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between the parties, (b) the assumption

by the Company of all JEFE accounts payable and accrued expenses (c) assumption by the Company of certain third-party loans to JEFE totaling

approximately $782,000 and (d) indemnification of Carl Wolf with respect to his collateralization of a bank loan to JEFE in the amount

of approximately $250,000.

As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned

subsidiary of the Company .

No cash or stock was exchanged in connection with the transaction.

MamaMancini’s

roots go back to our founder Dan Dougherty, whose grandmother Anna “Mama”

Mancini emigrated from Bari, Italy to Bay

Ridge, Brooklyn in 1921.

Our products were developed using her old-world Italian recipes that were handed down to her grandson,

Dan Dougherty.

Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers

around the country.

Our primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta

entrees, all with slow cooked Italian Sauce.

products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna

“Mama”

Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic

colors and preservatives that are used in many conventional packaged foods.

United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial

ingredients, coloring ingredients or chemical preservatives and is minimally processed.

The Company’s products were submitted

to the USDA and approved as all natural.

The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling

Policy Book (2003) requires meat and poultry labels to include a brief statement directly beneath or beside the “natural”

Label claim that “explains what is meant by the term natural i.e., that the product is a natural food because it contains

no artificial ingredients and is only minimally processed”.

Mancini emigrated from Bari, Italy to Bay Ridge,

Brooklyn in 1921.

Our products were developed using her old-world Italian recipes that were handed down to her grandson, Dan Dougherty.

Today we market a line of all-natural specialty prepared, frozen and refrigerated foods for sale in retailers around the country.

primary products include beef and turkey meatballs, meat loaf, chicken, sausage-related products and pasta entrees, all with slow cooked

Italian Sauce.

products are all natural, contain a minimum number of ingredients and are generally derived from the original recipes of Anna “Mama”

Our products appeal to health-conscious consumers who seek to avoid artificial flavors, synthetic colors and preservatives that

are used in many conventional packaged foods.

United States Department of Agriculture (the “USDA”) defines all natural as a product that contains no artificial ingredients,

coloring ingredients or chemical preservatives and is minimally processed.

The Company’s products were submitted to the USDA and

approved as all natural.

The Food and Safety and Inspection Service (“FSIS”) Food Standards and Labeling Policy Book (2003)

requires meat and poultry labels to include a brief statement directly beneath or beside the “natural”

Label claim that “explains

what is meant by the term natural i.e., that the product is a natural food because it contains no artificial ingredients and is only

minimally processed”.

The term “natural”

may be used on a meat label or

poultry label if the product does not contain any artificial flavor or flavoring, coloring ingredient, chemical preservative,

or any other artificial or synthetic ingredient.

Additionally, the term “all natural”

can be used if the FSIS approves

your product and label claims.

The Company’s product and label claims have been approved by the FSIS to contain the all-natural

may be used on a meat label or poultry label if the product does not contain

any artificial flavor or flavoring, coloring ingredient, chemical preservative, or any other artificial or synthetic ingredient.

Additionally,

the term “all natural”

can be used if the FSIS approves your product and label claims.

The Company’s product and label

claims have been approved by the FSIS to contain the all-natural label.

Additionally,

the Company has recently commenced marketing of certain “meatless”

versions of its product line under a Trademark

Licensing Agreement with Beyond Meat, Inc.

versions of its product line under a Trademark Licensing

Agreement with Beyond Meat, Inc.

products are principally sold to supermarkets and mass-market retailers.

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including hot bars, salad bars, prepared foods (meals), sandwich, as well as cold deli and foods-to-go sections.

are also sold in the frozen food and fresh meat sections.

Our products are also

sold in the frozen food and fresh meat sections.

We sell directly to both food retailers and food distributors.

Finally, we also sell our products on QVC through live on-air offerings,

auto ship programs and for everyday purchases on their web site.

QVC is the world’s largest direct to consumer marketer.

During the year ended January 31, 2020,

the Company earned revenues from three customers representing approximately 46%, 11% and 10% of gross sales.

During the year ended

January 31, 2020, these three customers represented approximately 34%, 16% and 8% of total gross outstanding receivables, respectively.

During the year ended January 31, 2019, the company earned revenues from two customers representing approximately 50% and 10%

we also sell our products on QVC through live on-air offerings, auto ship programs and for everyday purchases on their web site.

is the world’s largest direct to consumer marketer.

the year ended January 31, 2021, the Company earned revenues from two customers representing approximately 41% and 13%

of gross sales.

As of January 31, 2019, three customers represented approximately 44%, 19% and 13% of total gross outstanding

receivables, respectively.

The Company continually reviews its accounts

in order to focus on maximum performance, and as a result periodically eliminates under-performing accounts.

products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made

with high quality ingredients.

The market for specialty and prepared foods spans several sections of the supermarket, including

frozen, deli- prepared foods, and the specialty meat segment of the meat department.

During the year ended January 31, 2021, these two customers represented approximately 23% and 14%

of total gross outstanding receivables, respectively.

During the year ended January 31, 2020, the company earned revenues from three

customers representing approximately 46%, 11% and 10% of gross sales.

As of January 31, 2020, three customers represented approximately

34%, 16% and 8% of total gross outstanding receivables, respectively.

Company continually reviews its accounts in order to focus on maximum performance, and as a result periodically eliminates under-performing

products are considered specialty prepared foods, in that they are all natural, taste great, are authentic Italian and are made with

high quality ingredients.

The market for specialty and prepared foods spans several sections of the supermarket, including frozen, deli-

prepared foods, and the specialty meat segment of the meat department.

believe that the following strengths differentiate our products and our brand:

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Mancini’s old-world Italian recipes.

We believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current customers

and will help us attract new customers.

Additionally, we continuously receive positive customer testimonials regarding the

great taste and quality of our products.

believe the authenticity of our products has enabled us to build and maintain loyalty and trust among our current customers and will

help us attract new customers.

Additionally, we continuously receive positive customer testimonials regarding the great taste and

quality of our products.

and convenient.

Our products are made only from high quality natural ingredients, including domestic inspected beef, whole

Italian tomatoes, genuine imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices.

Our products are also simple to prepare.

Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing

quick and easy meal solutions for our customers.

By including the sauce and utilizing a tray with our packaging, our meatballs

can be prepared quickly and easily.

We strive to provide our customers with a great tasting product using all-natural ingredients at an affordable

Our products are made only from high quality natural ingredients, including domestic inspected beef, whole Italian

tomatoes, genuine imported Pecorino Romano, real eggs, natural breadcrumbs, olive oil and other herbs and spices.

Our products are

also simple to prepare.

Virtually every product we offer is ready-to-serve within 12 minutes, thereby providing quick and easy meal

solutions for our customers.

By including the sauce and utilizing a tray with our packaging, our meatballs can be prepared quickly

We strive to provide our customers with a great tasting product using all-natural ingredients at an affordable price.

Typical retail prices for 16 oz.

packages ranges from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in

delis or hot bars.

packages ranges from $4.99 to $7.99, and $5.99 to $9.99 for bulk products sold in delis or hot bars.

We believe the sizes of our product offerings represent a great value for the price.

products and innovation .

Since our inception, we have continued to introduce new

and innovative products.

While we pride on ourselves on our traditional beef and

turkey meatballs and meat loaf, we have continuously made efforts to grow and

diversify our line of products while maintaining our high standards for all natural,

healthy ingredients and great taste.

Since our inception, we have continued to introduce new and innovative products.

While we pride on ourselves

on our traditional beef and turkey meatballs and meat loaf, we have continuously made efforts to grow and diversify our line of products

while maintaining our high standards for all natural, healthy ingredients and great taste.

Customers/Management

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Many of our consumers are loyal and enthusiastic brand advocates.

Our consumers trust us to deliver

great-tasting products made with all-natural ingredients.

Consumers have actively communicated with us through our website

and/or social media channels.

We believe that this consumer interaction has generated interest in our products and has inspired

enthusiasm for our brand.

We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases

and new consumers trying our products.

Our consumers trust us to deliver great-tasting

products made with all-natural ingredients.

Consumers have actively communicated with us through our website and/or social media

We believe that this consumer interaction has generated interest in our products and has inspired enthusiasm for our brand.

We also believe that enthusiasm for our products has led and will continue to lead to repeat purchases and new consumers trying our

We have a proven and experienced senior management team.

Our Chief Executive Officer and Chairman, Carl Wolf,

has been with us since inception and has over 35 years of experience in the management and operations of food companies.

Wolf was the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public company engaged

in the development, marketing and distribution of cheese, deli meats and other specialty food products, which was sold to

Land O’Lakes, Inc.

In addition, the other members of our board of directors also have significant experience in the

food industry.

Our Chief Executive Officer and Chairman, Carl Wolf, has

been with us since inception and has over 35 years of experience in the management and operations of food companies.

the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a public company engaged in the development,

marketing and distribution of cheese, deli meats and other specialty food products, which was sold to Land O’Lakes, Inc.

addition, the other members of our board of directors also have significant experience in the food industry.

Growth Strategy

are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins

by pursuing the following growth initiatives:

are actively executing a strategy to build our brand’s reputation, grow sales and improve our product and operating margins by

pursuing the following growth initiatives:

product placements in the perimeter within retail locations .

We strive for product placements in the perishable departments

of retail locations.

We believe adding shelf placements within the supermarkets that carry our products will increase customer

awareness, leading to more consumers purchasing our products and expanding our market share.

We strive for product placements in the perishable departments of

retail locations.

We believe adding shelf placements within the supermarkets that carry our products will increase customer awareness,

leading to more consumers purchasing our products and expanding our market share.

Sales in “Fresh”

Increase sales in the “Fresh”

section (in the perimeter of the retainer),

where there is significant sales growth and higher margins, over products in the “Frozen”

section which are showing

zero to negative growth.

section (in the perimeter of the retainer), where

there is significant sales growth and higher margins, over products in the “Frozen”

section which are showing zero to

negative growth.

retail locations .

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Overall Sales .

We have an experienced sales staff and now employ one full time Vice President of Sales as well as our

Co-Founder Dan Dougherty, Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President, each of whom

is involved with selling to, and managing sales with, major supermarket chains.

In addition, the Company has contracted

with an independent consultant to manage sales opportunities in the food service area as well as an independent person to

solicit sales in colleges and universities and independent delicatessens,

We have an experienced sales staff and now employ one full time Vice President of Sales as well as our Co-Founder

Dan Dougherty, Carl Wolf, our Chief Executive Officer and Chairman, and Matthew Brown, our President, each of whom is involved with

selling to, and managing sales with, major supermarket chains.

In addition, the Company has contracted with an independent consultant

to manage sales opportunities in the food service area as well as an independent person to solicit sales in colleges and universities

and independent delicatessens,

food brokerage network .

We currently work with retail food brokers nationwide and intend to add additional food brokers

to increase our geographical coverage in the United States to approximately 90%.

We currently work with retail food brokers nationwide and intend to add additional food brokers to increase

our geographical coverage in the United States to approximately 90%.

awareness through marketing .

We have increased our social media activity with Facebook, Twitter, Pinterest, and YouTube.

We have also expanded our activity with Sirius Radio by 25% in calendar 2020 over 2019.

We also engage with consumers through

newsletter mailings, blogs, and special projects, including a bank of recipe videos and contests and giveaways.

Targeted consumer

merchandising activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations, and co-op

retail advertising will continue into the future in order to increase sales and generate new customers.

engage with consumers through newsletter mailings, blogs, and special projects, including a bank of recipe videos and contests and

Targeted consumer merchandising activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations,

and co-op retail advertising will continue into the future in order to increase sales and generate new customers.

new products .

Our market research and consumer testing enable us to identify attractive new product opportunities.

intend to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.

to continue to introduce new products in both existing and new product lines that appeal to a wide range of consumers.

a Strong Relationship with QVC .

The Company currently offers various lines through QVC and intends to increase its product

line offerings offered through QVC.

The Company currently offers various lines through QVC and intends to increase its product line

offerings offered through QVC.

Media Exposure .

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Since our products are positioned in the authentic

premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than

those in the commodity prepared foods section.

This pricing strategy also provides greater long-term flexibility as we grow our

product line through the growth curve of our products.

premium prepared food category, we maintain prices competitive with those of similar products and prices slightly higher than those in

the commodity prepared foods section.

This pricing strategy also provides greater long-term flexibility as we grow our product line through

the growth curve of our products.

Current typical retail prices for 16 oz.

packages range from $4.99 to $7.99,

and $5.99 to $9.99 per pound for prepared food products sold to delis or hot bars.

Increases in raw materials costs, among other

factors, may lead to us consider price increases in the future.

packages range from $4.99 to $7.99, and $5.99 to $9.99 per

pound for prepared food products sold to delis or hot bars.

Increases in raw materials costs, among other factors, may lead to us consider

price increases in the future.

Suppliers/Manufacturers

As of January 31, 2020, approximately

90% of our products are internally produced by the Company’s wholly-owned subsidiary, Joseph Epstein Food Enterprises, Inc

(“JEFE”).

of January 31, 2021, approximately 70% of our products are internally produced by the Company’s wholly-owned subsidiary,

Joseph Epstein Food Enterprises, Inc (“JEFE”).

Approximately 10% are manufactured on an outsourced basis.

None of our raw materials or ingredients are

directly grown or produced by us.

From time-to-time we negotiate with other manufacturers to supplement the Company’s manufacturing

None of our raw

materials or ingredients are directly grown or produced by us.

From time-to-time we negotiate with other manufacturers to supplement

the Company’s manufacturing capability.

We currently purchase modest quantities from other manufacturers.

All of the raw materials and ingredients in our

products are readily available and are readily ascertainable by our suppliers.

We have not experienced any material shortages

of ingredients or other products necessary to our operations and do not anticipate such shortages in the foreseeable future.

All of the raw materials

and ingredients in our products are readily available and are readily ascertainable by our suppliers.

We have not experienced any material

shortages of ingredients or other products necessary to our operations and do not anticipate such shortages in the foreseeable future.

Sales/Brokers

products are sold primarily through a commission broker network.

We sell to large retail chains who direct our products to their

own warehouses or to large food distributors.

Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost

every major retail supermarket chain in the country.

MamaMancini’s products are currently sold nationwide, with its greatest

concentration in the Northeast and Southeast.

In April 2019, the Company initiated a major sales effort into the food service,

convenience store, export and special projects areas.

majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings

and demonstrations, in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special

merchandising events with retailers and consumer advertising.

on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition

of the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

We sell to large retail chains who direct our products to their own

warehouses or to large food distributors.

Company increased its sales management efforts with the result that the Company is now actively soliciting business with almost every

major retail supermarket chain in the country.

MamaMancini’s products are currently sold nationwide, with its greatest concentration

in the Northeast and Southeast.

In April 2019, the Company initiated a major sales effort into the food service, convenience store, export

and special projects areas.

majority of our marketing activity has been generated through promotional discounts, consumer trial, consumer product tastings and demonstrations,

in-store merchandising and signage, couponing, word of mouth, consumer public relations, social media, special merchandising events with

retailers and consumer advertising.

on the Company’s metrics for determining brand awareness, which includes market studies and analysis of consumer recognition of

the MamaMancini’s brand, the Company believes that brand awareness for MamaMancini’s has grown in the past 12 months.

- Meatball Obsession

During 2011 the Company acquired a 34.62%

interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032.

This investment is accounted for using

the equity method of accounting.

Accordingly, investments are recorded at acquisition cost plus the Company’s equity in

the undistributed earnings or losses of the entity.

At December 31, 2011 the investment was written down to $0 due to losses incurred

2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032.

This investment

is accounted for using the equity method of accounting.

Accordingly, investments are recorded at acquisition cost plus the Company’s

equity in the undistributed earnings or losses of the entity.

At December 31, 2011 the investment was written down to $0 due to losses

incurred by MO.

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

At January 31, 2020 and 2019,

the Company’s ownership interest in MO was 12% and 12%, respectively.

One of our directors, Steven Burns, serves as the

Chairman of the Board of Directors of Meatball Obsession.

At January 31, 2021 and 2020, the

Company’s ownership interest in MO was 12% and 12%, respectively.

One of our directors, Steven Burns, serves as the Chairman of

the Board of Directors of Meatball Obsession.

As of December 31, 2019, MO had wound down and ceased operations.

Major accounts were transitioned to MamaMancini’s as a part of the wind down.

gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine

from all over the world.

Major accounts were transitioned

to MamaMancini’s as a part of the wind down.

gourmet and specialty pre-packaged and frozen food industry has many large competitors specializing in various types of cuisine from

all over the world.

Our product lines are currently concentrated on Italian specialty foods.

While it is our contention that

our competition is much more limited than the entire frozen and pre-packaged food industry based on our products’

market, there can be no assurances that we do not compete with the entire frozen and pre-packaged food industry.

We believe our

principal competitors include Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia,

Buona Vita, Inc., Taylor Farms and Kings Command.

Our current intellectual property consists

of trade secret recipes and cooking processes for our products and four trademarks for “MamaMancini’s”, “Mac

While it is our contention that our competition

is much more limited than the entire frozen and pre-packaged food industry based on our products’

niche market, there can be no

assurances that we do not compete with the entire frozen and pre-packaged food industry.

We believe our principal competitors include

Quaker Maid, Hormel, Rosina Company, Inc., Casa Di Bertacchi, Inc., Farm Rich, Inc., Mama Lucia, Buona Vita, Inc., Taylor Farms and Kings

current intellectual property consists of trade secret recipes and cooking processes for our products and four trademarks for “MamaMancini’s”,

“Mac N’

Mamas”, “Sunday Dinner”

and “The Meatball Lovers Meatball”.

The recipes and use

of the trademarks have been assigned in perpetuity to the Company.

The recipes and use of

the trademarks have been assigned in perpetuity to the Company.

rely on a combination of trademark, copyright and trade secret laws to establish and protect our proprietary rights.

use technical measures to protect our proprietary rights.

We will also use

technical measures to protect our proprietary rights.

accordance with a Development and License Agreement (the “Development and License Agreement”) entered into on January 1,

2009 with Dan Dougherty relating to the use of his grandmother’s recipes for the products to be created by MamaMancini’s,

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension

option, to use and commercialize the licensed items.

Dougherty granted us a 50-year exclusive license (subject to certain minimum payments being made), with a 25-year extension option,

to use and commercialize the licensed items.

Under the terms of the Development and License Agreement, Mr.

Dougherty shall

develop a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture,

distribution and sale (each a “Licensor Product”

Dougherty shall develop a

line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution

and sale (each a “Licensor Product”

and collectively the “Licensor Products”).

shall work with us to develop Licensor Products that are acceptable to us.

Dougherty shall work with

us to develop Licensor Products that are acceptable to us.

Upon acceptance of a Licensor Product by us, Mr.

Dougherty’s

trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject

to the Development and License Agreement.

Dougherty’s trade secret

recipes, formulas methods and ingredients for the preparation and production of such Licensor Products shall be subject to the Development

and License Agreement.

In connection with the Development and License Agreement, we pay Mr.

Dougherty a royalty

fee on net sales.

Dougherty a royalty fee on net sales.

approval / Regulations

food products, which are manufactured both in our own manufacturing facilities and in third-party facilities, are subject to various

federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality,

packaging and labeling.

In order to distribute and sell our products outside the State of New Jersey, the third-party food processing

facilities must meet the standards promulgated by the U.S.

federal, state and local regulations and inspection, and to extensive regulations and inspections, regarding sanitation, quality, packaging

and labeling.

In order to distribute and sell our products outside the State of New Jersey, the third-party food processing facilities

must meet the standards promulgated by the U.S.

Department of Agriculture (the “USDA”).

Our manufacturing

processing facilities and products are subject to periodic inspection by federal, state, and local authorities.

In January 2011,

the FDA’s Food Safety Modernization Act was signed into law.

The law will increase the number of inspections at food facilities

in an effort to enhance the detection of food borne illness outbreaks and order recalls of tainted food products.

The facilities in which our products are manufactured are inspected regularly and comply with all the requirements of the FDA

Our manufacturing processing facilities

and products are subject to periodic inspection by federal, state, and local authorities.

In January 2011, the FDA’s Food Safety

Modernization Act was signed into law.

The law will increase the number of inspections at food facilities in the U.S.

in an effort to

enhance the detection of food borne illness outbreaks and order recalls of tainted food products.

The facilities in which our products

are manufactured are inspected regularly and comply with all the requirements of the FDA and USDA.

are subject to the Food, Drug and Cosmetic Act and regulations promulgated thereunder by the FDA.

This comprehensive regulatory

program governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

program, the FDA regulates manufacturing practices for foods through, among other things, its current “good manufacturing

practices”

regulations, or GMP’s, and specifies the recipes for certain foods.

Specifically, the USDA defines “all

This comprehensive regulatory program

governs, among other things, the manufacturing, composition and ingredients, packaging, and safety of food.

Under this program, the FDA

regulates manufacturing practices for foods through, among other things, its current “good manufacturing practices”

or GMP’s, and specifies the recipes for certain foods.

Specifically, the USDA defines “all natural”

as a product that

contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally processed.

The Company’s products

were submitted to the USDA and approved as “all natural”.

However, should the USDA change their definition of “all

natural”

as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives and is minimally

The Company’s products were submitted to the USDA and approved as “all natural”.

However, should

the USDA change their definition of “all natural”

at some point in the future, or should MamaMancini’s change

their existing recipes to include ingredients that do not meet the USDA’s definition of “all natural”, our results

of operations could be adversely affected.

at some point in the future, or should MamaMancini’s change their existing recipes to include ingredients that do

not meet the USDA’s definition of “all natural”, our results of operations could be adversely affected.

FTC and other authorities regulate how we market and advertise our products, and we are currently in compliance with all regulations

related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and

state laws and regulations.

Changes in these laws or regulations or the introduction of new laws or regulations could increase

the costs of doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to

be adversely affected.

related thereto, although we could be the target of claims relating to alleged false or deceptive advertising under federal and state

laws and regulations.

Changes in these laws or regulations or the introduction of new laws or regulations could increase the costs of

doing business for us or our customers or suppliers or restrict our actions, causing our results of operations to be adversely affected.

take precautions designed to ensure the quality and safety of our products.

In addition to routine third-party inspections of

our manufacturing facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging

and product specifications and sanitation.

Under the FDA Food Modernization Act, both our own manufacturing facilities and each

of our contract manufacturers are required to have a hazard analysis critical control points plan that identifies critical pathways

for contaminants and mandates control measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

In addition to routine third-party inspections of our manufacturing

facilities, we have instituted regular audits to address topics such as allergen control, ingredient, packaging and product specifications

and sanitation.

Under the FDA Food Modernization Act, both our own manufacturing facilities and each of our contract manufacturers are

required to have a hazard analysis critical control points plan that identifies critical pathways for contaminants and mandates control

measures that must be used to prevent, eliminate or reduce relevant food-borne hazards.

manufacturing facility is certified in the Safe Quality Food Program.

6 unchanged sentences

or quality assurance specification packets, including affidavits, certificates of analysis and analytical testing, where required.

The quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine

audits of critical ingredient suppliers.

quality assurance staff within our manufacturing facility and within our contract manufacturers conduct periodic on-site routine audits

of critical ingredient suppliers.

You Can Find More Information

public may read and copy any materials the Company files with the U.S.

Securities and Exchange Commission (the “SEC”)

at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation

of the Public Reference Room by calling the SEC at 1-800-SEC-0030.

The SEC maintains an Internet website (http://www.sec.gov)

that contains reports, proxy and information statements and other information regarding issuers that file electronically with

Securities and Exchange Commission (the “SEC”) at

the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549.

The public may obtain information on the operation of

the Public Reference Room by calling the SEC at 1-800-SEC-0030.

The SEC maintains an Internet website (http://www.sec.gov) that contains

reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

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-K

Item 1. Business