What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2021-04-21 compared with 2020-04-23 · 240 added, 296 removed, 86 unchanged (86% of the section changed)

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shares of common stock are currently quoted on the OTCQB under the symbol “MMMB”

The following table sets forth (i)

the intra-day high and low sales price per share for our common stock, as reported on the OTCQB, for the fiscal years ended January

31, 2020 and January 31, 2019.

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and

may not represent actual transactions.

Fiscal Year Ended January 31, 2020

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

The following table sets forth (i) the intra-day

high and low sales price per share for our common stock, as reported on the OTCQB, for the fiscal years ended January 31, 2021 and January

The quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

Fiscal Year Ended January 31, 2021

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Fourth Quarter

market price of our common stock, like that of other early stage companies, is highly volatile and is subject to fluctuations

in response to variations in operating results, announcements of new products, or other events or factors.

Our stock price may

also be affected by broader market trends unrelated to our performance.

of April 23, 2020, there were approximately 102 record holders of our common stock and there were 31,991,241 shares of

our common stock issued and outstanding.

This figure does not take into account those shareholders whose certificates are held

in the name of broker-dealers or other nominees.

Please see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT for

information related to the holdings of certain beneficial owners and management of the Company.

The holders of the Series A Convertible Preferred were entitled to receive dividends at a rate of eight percent (8%)

per annum payable quarterly in cash or Company Common Stock at the option of the holder.

All outstanding shares of Series A Convertible

Preferred Stock automatically converted to Company Common Stock on July 27, 2017 and no shares of Preferred Stock are currently

Year Ended January 31, 2020

market price of our common stock, like that of other early stage companies, is highly volatile and is subject to fluctuations in response

to variations in operating results, announcements of new products, or other events or factors.

Our stock price may also be affected by

broader market trends unrelated to our performance.

of April 9, 2021, there were approximately 103 record holders of our common stock and there were 35,608,474 shares of our common stock

issued and outstanding.

This figure does not take into account those shareholders whose certificates are held in the name of broker-dealers

or other nominees.

Please see SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT for information related to the holdings

of certain beneficial owners and management of the Company.

The holders of the Series A Convertible Preferred were entitled to receive dividends at a rate of eight percent (8%) per annum

payable quarterly in cash or Company Common Stock at the option of the holder.

All outstanding shares of Series A Convertible Preferred

Stock automatically converted to Company Common Stock on July 27, 2017 and no shares of Preferred Stock are currently issued and outstanding.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings,

if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions.

not paid any cash dividends to the holders of our Common Stock and it is not our present intention to pay any cash dividends on

our Common Stock in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

We have not paid

any cash dividends to the holders of our Common Stock and it is not our present intention to pay any cash dividends on our Common Stock

in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Securities Authorized for Issuance under Equity Compensation Plans

the present time, we have 450,000 shares of common stock authorized for issuance under our equity compensation plan.

information on our equity compensation plan please refer to the Current Report on Form 8-K filed with the Securities and Exchange

Commission on June 5, 2013.

For more information

on our equity compensation plan please refer to the Current Report on Form 8-K filed with the Securities and Exchange Commission on June

Sales of Unregistered Securities

is a list of securities sold by us from February 1, 2019 through January 31, 2020 which were not registered under the Securities

Name of Purchaser

Consideration

Spartan Capital Securities LLC

Consulting Services

securities issued in the abovementioned transactions were issued in connection with a Consulting Agreement and were exempt from

the registration requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of

is a list of securities sold by us from February 1, 2020 through January 31, 2021 which were not registered under the Securities Act.

Company issued an aggregate of 3,612,490 shares during this period, 3,588,490 of which were the result of the exercise

of outstanding warrants and 24,000 which resulted from the exercise of stock options.

securities issued in the abovementioned transactions were issued in connection with a Consulting Agreement and were exempt from the registration

requirements of Section 5 of the Securities Act of 1933, as amended, pursuant to the terms of Section 4(2) of that Act.

Selected Financial Data.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations.

FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS

AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS

THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES

AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT

FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS.

THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS”

AND “RISK

FACTORS”

AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND

RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT.

THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT

RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE.

THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER

FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE

RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS.

THESE RISKS AND OTHER

FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS”

AND “RISK FACTORS”

AND THOSE INCLUDED

ELSEWHERE IN THIS REPORT.

of Operations for the Year ended January 31, 2021 and 2020

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Other Expenses

$ (1,015,016 )

Income tax benefit

For the year ended January 31, 2021 and 2020,

the Company reported a net income of $4,067,206 and $1,532,694, respectively.

The change in net income between the

year ended January 31, 2020 and 2019 was primarily attributable to an increase in sales of 22% in addition to a decrease in other

Sales, net of slotting fees and discounts increased by approximately 22% to $34,837,447 during the year ended January 31,

2020, from $28,474,374 during the year ended January 31, 2019.

In addition, during the year ended January 31, 2020, the Company

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

The change in net income between the year ended January

31, 2021 and 2020 was primarily attributable an increase in sales of 21% and increased gross profit margins (31% of sales as discussed

below) in addition to a decrease in interest expense and a small decrease in operating expenses as a percentage of sales (23%

of sales, a 0.3% decrease from the prior year, as discussed below).

During the year ended January 31, 2021, the Company also recorded

an income tax benefit of $744,973 which significantly increased its net income compared to $0 for the year ended January 31 , 2020.

Sales, net of slotting fees and discounts

increased by approximately 21% to $40,758,605 during the year ended January 31, 2021, from $33,570,465 during the year ended January 31,

In addition, during the year ended January 31, 2021, 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 second and third quarter of the fiscal year ended January 31, 2022.

Gross Profit:

The gross profit margin

was 32% for the year ended January 31, 2020 compared to 35% for the year ended January 31, 2019.

During the year ended

January 31, 2020, cost of sales included an increase in depreciation expense of approximately $255,000 (thereby reducing gross

margin by approximately 1%) related to the significant plant capacity additions during the last 12 months.

Gross margin also decreased

slightly due to a change in product mix.

In future periods the Company expects sales to increase from the current quarter level

which should increase gross profit margin as plant efficiencies should take effect.

Operating Expenses:

The gross profit margin was 31%

for the year ended January 31, 2021 compared to 30% for the year ended January 31, 2020.

Gross margins increased as a percentage of sales,

due to increased plant efficiencies and process improvements offset by short term higher beef raw material prices in the Spring and Summer.

Operating Expenses:

increased by 7% during the year ended January 31, 2020, as compared to the year ended January 31, 2019.

Operating expenses decreased

as a percentage of sales from 30% in 2019 to 26% in 2020.

The $562,516 increase in total operating expenses is primarily attributable

to the following increases in operating expenses:

and freight of $580,428 due to increased sales and a slight increase in freight rates in the first part of the year, offset

by lower rates in the last quarter;

Operating expenses increased

by 17% during the year ended January 31, 2021, as compared to the year ended January 31, 2020.

Operating expenses remained consistent

as a percentage of sales of 23% in 2020 and 2021.

The $1,360,556 increase in total operating expenses is primarily attributable to the

following increases in operating expenses:

and freight of $484,762 due to increased sales and change of customer mix;

expense of $331,182 due to increased sales;

fees of $80,917 due to investor relations and investment banking activities.

and related expenses of $164,824 due to the addition of a Senior Executive in February 2020;

expenses of $76,261 due to the increase in sales;

fees of $63,518 due to an increase in investor relations and investment banking activities.

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

compensation for services rendered by employees and consultants decreased by $68,302

compared to the prior period;

of $31,267 due to lower co-op ad expense as the mix of sales moved to everyday

pricing which included merchandising events.

show and travel expenses of $98,882 due to reduced need for travel and the elimination of in person trade shows due to COVID-19;

fees decreased by $59,456 due to a decrease in one director in February who joined the Company as a Senior Executive.

Other expenses decreased by $395,115 to $155,615 for the year ended January 31, 2021 as compared to $550,730 during

the year ended January 31, 2020.

For year ended January 31, 2020, other expenses consisted of $482,995 in interest expense incurred

on the Company’s financing arrangements.

In addition, the Company recorded $67,735 of amortization expense related to the

debt discount.

For year ended January 31, 2019, other expenses consisted of $881,702 in interest expense incurred on the Company’s

financing arrangements.

For year ended January 31, 2021, other expenses consisted of $137,751 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 year ended January 31, 2020, other expenses consisted of $482,995 in interest expense incurred on the Company’s financing arrangements.

In addition, the Company recorded $67,735 of amortization expense related to the debt discount.

and Capital Resources

following table summarizes total current assets, liabilities and working capital at January 31, 2021 compared to January 31, 2020:

January 31, 2020

January 31, 2019

Current Assets

Current Liabilities

Working Capital

As of January 31, 2020, we had working

capital of $1,412,024 as compared to a working capital of $1,147,338 as of January 31, 2019, an increase of $264,686.

The increase in working capital is primarily attributable to an increase in accounts receivable of $1,077,063 and an increase

in prepaid expenses of $97,090.

These amounts were offset by a decrease in cash of $215,726, an increase in accounts payable and

accrued expenses of $490,858 and a $177,912 increase in the current portion of lease obligations.

Net cash provided by operating activities

for the year ended January 31, 2020 and 2019 was $1,814,689 and $1,443,408, respectively.

The net income for the year ended January

31, 2020 and 2019 was $1,532,694 and $453,499, respectively.

cash used in all investing activities for the year ended January 31, 2020 was $268,106 as compared to $1,033,724 for the year

ended January 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

Net cash used in all financing

activities for the year ended January 31, 2020 was $1,762,399 as compared to $381,597 used in financing activities for

the year ended January 31, 2019.

During the year ended January 31, 2020, the Company’s net borrowings on its

line of credit increased by $385,314 over the prior year.

These cash in-flows were offset by payments on

its term loan of $2,058,337 and $89,376 paid for capital lease payments.

During the year ended January 31, 2019, the

Company received proceeds of $40,000 received from the exercise of options, proceeds of $213,250 from capital-leaseback transactions

and proceeds of $2.8 million from the term loan.

These net proceeds were offset by $7,812 of repayments on a related party notes

payable, repayment of notes payable totaling $2,130,625, $120,446 for payment of debt issuance costs, net repayments of the line

of credit of $90,356, payments of term loan of $1,058,615 and $26,993 paid for capital lease payments.

As reflected in the accompanying consolidated

financial statements, the Company has net income and net cash provided by operations of $1,532,694 and $1,814,689,

respectively, for the year ended January 31, 2020.

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

resources will be sufficient to meet our cash requirements through the fiscal year ending January 31, 2021, the Company may require

additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives.

There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

In that event,

the Company would be required to change its growth strategy and seek funding on that basis, though there is no guarantee it will

be able to do so.

of January 31, 2021, we had working capital of $4,834,102 as compared to a working capital of $1,412,024 as of January 31, 2020, an increase

of $3,422,078 .

In addition to the increase in sales and net income, the increase in working capital is

primarily attributable to an increase in cash of $2,796,877, an increase in receivables of $245,906, an increase in prepaid expenses

of $267,619, and a net decrease of $317,203 in the current portion of lease and debt obligations.

These amounts were offset by a decrease

in inventories of $51,206 and an increase in accounts payable and accrued expenses $154,321.

cash provided by operating activities for the year ended January 31, 2021 and 2020 was $3,698,540 and $1,814,689, respectively.

The net income for the year ended January 31, 2021 and 2020 was $4,067,206 and $1,532,694, respectively.

cash used in all investing activities for the year ended January 31, 2021 was $451,940 as compared to $268,106 for the year ended

January 31, 2020, 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 demand.

During the year

ended January 31, 2021, the Company also paid $32,567 for the acquisition of intangibles.

cash used in all financing activities for the year ended January 31, 2021 was $449,723 as compared to $1,762,399 for the year ended January

During the year ended January 31, 2021, the Company received proceeds of $330,505 from the Paycheck Protection Program promissory

note and net proceeds of $3,787,582 from the exercise of options and warrants.

These cash in-flows were offset by payments on its line

of credit of $2,997,348, payments on its term loan of $441,663, payments of $641,844 on the related party loans and $156,450 paid for

finance lease payments.

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

year ended January 31, 2020, the Company made net borrowings on the line of credit of $385,314.

These cash in-flows were offset by net

payments of term loan of $2,058,337 and $89,376 paid for capital lease payments.

reflected in the accompanying consolidated financial statements, the Company has net income and net cash provided by operations of $4,067,206

and $3,698,540, respectively, for the year ended January 31, 2021.

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

will be sufficient to meet its cash requirements through the fiscal year ending January 31, 2022 based on current and projected levels

of operations, the Company may require additional funding to finance growth and achieve its strategic objectives.

If such financing is

required, there can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

event funding is not available on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on

an alternative basis, but there is no guarantee it will be able to do so.

Because of the rapidly changing environment in response to

COVID-19, the current expectations of the Company may be altered as conditions change.

Accounting Pronouncements

In February 2016, the FASB issued ASU

2016-02, “Leases (Topic 842),”

which will require recognition on the balance sheet for the rights and obligations

created by leases with terms greater than twelve months.

The new standard is effective for fiscal years and interim periods within

those years beginning after December 15, 2018, with early adoption permitted.

The Company adopted this guidance at the beginning

of its first quarter of fiscal 2020 and utilized the transition option which does not require application of the guidance to comparative

periods in the year of adoption.

The primary effect of adoption of ASU 2016-02 is recording right-of-use assets and corresponding

lease obligations for operating leases.

The adoption had a material impact on the Company’s consolidated balance sheets,

but not on the consolidated statements of income or cash flows.

October 2016, the FASB issued ASU 2016-16, “Income Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”,

which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity

transfers of assets other than inventory until the asset has been sold to an outside party.

The updated guidance is effective

for annual periods beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption of the

update is permitted.

The Company is currently evaluating the impact of the new standard.

July 2017, the FASB issued ASU 2017-11, “

Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic

480) and Derivatives and Hedging (Topic 815):

Accounting for Certain Financial Instruments with Down Round Features;

of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily

Redeemable Noncontrolling Interests with a Scope Exception”

Part I of this update addresses the complexity of accounting

for certain financial instruments with down round features.

Down round features are features of certain equity-linked instruments

(or embedded features) that result in the strike price being reduced on the basis of the pricing of future equity offerings.

accounting guidance creates cost and complexity for entities that issue financial instruments (such as warrants and convertible

instruments) with down round features that require fair value measurement of the entire instrument or conversion option.

II of this update addresses the difficulty of navigating Topic 480, Distinguishing Liabilities from Equity , because of

the existence of extensive pending content in the FASB Accounting Standards Codification.

This pending content is the result of

the indefinite deferral of accounting requirements about mandatorily redeemable financial instruments of certain nonpublic entities

and certain mandatorily redeemable noncontrolling interests.

The amendments in Part II of this update do not have an accounting

The adoption of the new standard did not have a significant impact on its consolidated financial statements.

June 2018, the FASB issued Accounting Standards Update (ASU) No.

2018-07, Compensation –

Stock Compensation (Topic 718):

Improvements to Nonemployee Share-Based Payment Accounting .

Under the new standard, companies will no longer be required to

value non-employee awards differently from employee awards.

Companies will value all equity classified awards at their grant-date

under ASC 718 and forgo revaluing the award after the grant date.

ASU 2018-07 is effective for annual reporting periods beginning

after December 15, 2018, including interim reporting periods within that reporting period.

Early adoption is permitted, but no

earlier than the Company’s adoption date of Topic 606, Revenue from Contracts with Customers (as described above

under “Revenue Recognition”).

The adoption of the new standard did not have a significant impact on its consolidated

financial statements.

which eliminates the exception that prohibits the recognition of current and deferred income tax effects for intra-entity transfers

of assets other than inventory until the asset has been sold to an outside party.

The updated guidance is effective for annual periods

beginning after December 15, 2019, including interim periods within those fiscal years.

Early adoption of the update is permitted.

adoption of the new standard did not have a significant impact on the Company’s condensed consolidated financial statements.

August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820):

Disclosure Framework—Changes to

the Disclosure Requirements for Fair Value Measurement”.

This update is to improve the effectiveness of disclosures

in the notes to the financial statements by facilitating clear communication of the information required by U.S.

most important to users of each entity’s financial statements.

The amendments in this update apply to all entities that

are required, under existing U.S.

GAAP, to make disclosures about recurring or nonrecurring fair value measurements.

The amendments

in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those

fiscal years.

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

Disclosure Framework—Changes to the Disclosure

Requirements for Fair Value Measurement”.

This update is to improve the effectiveness of disclosures in the notes to the financial

statements by facilitating clear communication of the information required by U.S.

GAAP that is most important to users of each entity’s

financial statements.

The amendments in this update apply to all entities that are required, under existing U.S.

GAAP, to make disclosures

about recurring or nonrecurring fair value measurements.

The amendments in this update are effective for all entities for fiscal years

beginning after December 15, 2019, and interim periods within those fiscal years.

The adoption of the new standard did not have a significant

impact on the Company’s condensed consolidated financial statements.

August 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ASU

2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”

The amendments in this update align the requirements for capitalizing implementation costs incurred in a hosting arrangement that is

a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software.

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

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 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, “

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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 consolidated financial statements.

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

effect on the accompanying consolidated financial statements.

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 effect

on the accompanying consolidated financial statements.

Accounting Policies

consolidated financial statements and related public financial information are based on the application of accounting principles

generally accepted in the United States (“GAAP”).

consolidated financial statements and related public financial information are based on the application of accounting principles generally

accepted in the United States (“GAAP”).

GAAP requires the use of estimates;

assumptions, judgments and subjective

interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.

These estimates can also affect supplemental information contained in our external disclosures including information regarding

contingencies, risk and financial condition.

We believe our use of estimates and underlying accounting assumptions adhere to GAAP

and are consistently and conservatively applied.

We base our estimates on historical experience and on various other assumptions

that we believe to be reasonable under the circumstances.

Actual results may differ materially from these estimates under different

assumptions or conditions.

We continue to monitor significant estimates made during the preparation of our financial statements.

assumptions, judgments and subjective interpretations

of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported.

These estimates can also

affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial

We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively

We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances.

Actual results may differ materially from these estimates under different assumptions or conditions.

We continue to monitor significant

estimates made during the preparation of our financial statements.

significant accounting policies are summarized in Note 2 of our consolidated financial statements.

While all these significant

accounting policies impact our financial condition and results of operations, we view certain of these policies as critical.

determined to be critical are those policies that have the most significant impact on our financial statements and require management

to use a greater degree of judgment and estimates.

While all these significant accounting

policies impact our financial condition and results of operations, we view certain of these policies as critical.

Policies determined

to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater

degree of judgment and estimates.

Actual results may differ from those estimates.

Our management believes that

given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would

cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Our management believes that given current facts and

circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated

results of operations, financial position or liquidity for the periods presented in this report.

believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates

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to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumptions impact, among others, the following:

allowance for doubtful accounts, inventory obsolescence and

the fair value of share-based payments.

estimates and assumptions impact, among others, the following:

allowance for doubtful accounts, inventory obsolescence and the fair value

of share-based payments.

estimates requires management to exercise significant judgment.

It is at least reasonably possible that the estimate of the effect

of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management

considered in formulating its estimate could change in the near term due to one or more future confirming events.

the actual results could differ significantly from our estimates.

It is at least reasonably possible that the estimate of the effect of

a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered

in formulating its estimate could change in the near term due to one or more future confirming events.

Accordingly, the actual results

could differ significantly from our estimates.

February 2016, the FASB issued ASU 2016-02 “

Leases”

(Topic 842) which amended guidance for lease arrangements

to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s

leasing activities.

(Topic 842) which amended guidance for lease arrangements to increase

transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing

Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs;

the collection of lease guidance is referred to as ASC 842.

The revised guidance seeks to achieve this objective by requiring

reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On February 1, 2019, the Company adopted

ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the

consolidated balance sheet in the amount of $1,599,830 related to the operating lease for office and warehouse space.

for the year ended January 31, 2020 are presented under ASC 842, while prior period amounts were not adjusted and continue to

be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases .

part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard,

which among other things, allowed the Company to:

separate non-lease components from lease components and instead to account for each separate lease component and the non-lease

components associated with that lease component as a single lease component.

hereinafter the collection

of lease guidance is referred to as ASC 842.

The revised guidance seeks to achieve this objective by requiring reporting entities to

recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

February 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”)

asset and liability in the consolidated balance sheet in the amount of $1,599,830 related to the operating lease for office and warehouse

Results for the year ended January 31, 2020 are presented under ASC 842, while prior period amounts were not adjusted and continue

to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases .

part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which

among other things, allowed the Company to:

separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components

associated with that lease component as a single lease component.

to apply the recognition requirements in ASC 842 to short-term leases.

record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered

record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) .

ASU 2014-09 supersedes the revenue

recognition requirements under Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry

Topics of the ASC.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised

goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange

for those goods or services.

ASU 2014-09 supersedes the revenue recognition

requirements under Topic 605, Revenue Recognition , and most industry-specific guidance throughout the Industry Topics of the ASC.

The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to

customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.

Under the new guidance, an entity is required to perform the following five steps:

(1) identify the

contract(s) with a customer;

(1) identify the contract(s) with a customer;

identify the performance obligations in the contract;

(3) determine the transaction price;

allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity

satisfies a performance obligation.

The new guidance will significantly enhance comparability of revenue recognition practices

across entities, industries, jurisdictions and capital markets.

Additionally, the guidance requires improved disclosures as to

the nature, amount, timing and uncertainty of revenue that is recognized.

(4) allocate the transaction price to the

performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital

Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is

In May 2016, the FASB issued ASU No.

2016-12, Revenue

from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients .

This update clarifies

the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed

contracts at transition and technical correction.

The amendments in this update affect the guidance in ASU 2014-09.

2017, the FASB issued additional amendments providing clarification and implementation guidance.

2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements

and Practical Expedients .

This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract

modifications at transition, completed contracts at transition and technical correction.

The amendments in this update affect the guidance

in ASU 2014-09.

In September 2017, the FASB issued additional amendments providing clarification and implementation guidance.

Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the full retrospective transition

As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition,

are closely aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a

material impact on the consolidated financial statements.

In addition, the adoption of ASC 606 did not impact the previously reported

financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance

obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer.

Typically, this occurs

when the goods are shipped to the customer.

Revenues are recognized in an amount that reflects the net consideration the Company

expects to receive in exchange for the goods.

As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition, are closely

aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a material impact on

the consolidated financial statements.

In addition, the adoption of ASC 606 did not impact the previously reported financial statements

in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation

and revenue is recognized at a single point in time when ownership, risks and rewards transfer.

Typically, this occurs when the goods

are shipped to the customer.

Revenues are recognized in an amount that reflects the net consideration the Company expects to receive

in exchange for the goods.

The Company reports all amounts billed to a customer in a sale transaction as revenue.

Under the new revenue guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the

related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations.

Under the new revenue

guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded

as selling expenses in general and administrative expenses on the consolidated statement of operations.

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

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(“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation.

It defines a fair value-based method of accounting for an employee stock option or similar equity instrument.

The Company accounts

for compensation cost for stock option plans in accordance with ASC 718.

Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at

their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

defines a fair value-based method of accounting for an employee stock option or similar equity instrument.

The Company accounts for compensation

cost for stock option plans in accordance with ASC 718.

Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair

value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

payments, excluding restricted stock, are valued using a Black-Scholes option pricing model.

Grants of share-based payment awards

issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more

readily determinable value.

The grants are amortized on a straight-line basis over the requisite service periods, which is generally

the vesting period.

If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed

in the period related to the termination of service.

Stock-based compensation expenses are included in cost of goods sold or selling,

general and administrative expenses, depending on the nature of the services provided, in the consolidated statement of operations.

Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction

in additional paid in capital.

Grants of share-based payment awards issued

to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable

The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period.

an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the

termination of service.

Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses,

depending on the nature of the services provided, in the consolidated statement of operations.

Share-based payments issued to placement

agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

computing fair value of share-based payments, the Company has considered the following variables:

risk-free interest rate assumption is based on the U.S.

Treasury yield for a period consistent with the expected term of the

option in effect at the time of the grant.

Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common

stock in the foreseeable future.

Treasury yield for a period consistent with the expected term of the option

in effect at the time of the grant.

Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock

in the foreseeable future.

expected option term is computed using the “simplified”

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Balance Sheet Arrangements:

do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons,

also known as “special purpose entities”

do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also

known as “special purpose entities”

Quantitative and Qualitative Disclosures About Market Risk.

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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 5. Market for Registrant’s Common Equity