What changed in this filing

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Item 9A. Controls and Procedures

2021-04-21 compared with 2020-04-23 · 1132 added, 1265 removed, 511 unchanged (82% of the section changed)

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and

principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e)

under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or

submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S.

and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that

we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer

and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

on their evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive officer and principal

financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange

Act) are effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange

Act is recorded, processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s

rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange

Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate

to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Company’s management is responsible for establishing and maintaining internal controls over financial reporting and disclosure

Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s

principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s

board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles

and includes those policies and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the registrant;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities

Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

has conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2020, based

on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”).

on this assessment, management concluded that as of the period covered by this Annual Report on Form 10-K, it had material weaknesses

in its internal control procedures.

of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was

The Company’s assessment identified certain material weaknesses which are set forth below:

Controls and Segregation of Duties

of the Company’s limited resources, there are limited controls over information processing.

is an inadequate segregation of duties consistent with control objectives.

Our Company’s management is composed of a small

number of individuals resulting in a situation where limitations on segregation of duties exist.

In order to remedy this situation,

we would need to hire additional staff to provide greater segregation of duties.

Currently, it is not feasible to hire additional

staff to obtain optimal segregation of duties.

Management will reassess this matter in the following year to determine whether

improvement in segregation of duty is feasible.

as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable

possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a

timely basis by the Company’s internal controls.

believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our

Management believes these weaknesses did not have a material effect on our financial results and intends to take remedial

actions upon receiving funding for the Company’s business operations.

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of

the assets of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance

with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance

with authorizations of management and directors of the registrant;

Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal

executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors,

management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation

of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies

and procedures that:

to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets

of the issuer;

reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with

generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with

authorizations of management and directors of the registrant;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s

assets that could have a material effect on the financial statements.

controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities

Exchange Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

has conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2020, based

on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the

Treadway Commission (“COSO”).

on this assessment, management concluded that as of the period covered by this Annual Report on Form 10-K, it had material weaknesses

in its internal control procedures.

annual report does not include an attestation report of our registered public accounting firm regarding internal control over

financial reporting.

Management’s report was not subject to attestation by our registered public accounting firm pursuant

to temporary rules of the SEC that permit the Company to provide only management’s report herein.

controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange

Act of 1934, as amended, is appropriately recorded, processed, summarized and reported within the specified time periods.

has conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2021, based on the

framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission

(“COSO”).

of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was effective.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

are committed to improving our financial organization.

As part of this commitment, we will create a position to segregate duties

consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting

function when funds are available to us by preparing and implementing sufficient written policies and checklists which will set

forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure

requirements.

believes that preparing and implementing sufficient written policies and checklists will remedy the material weaknesses pertaining

to insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application

of US GAAP and SEC disclosure requirements.

intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies, including:

will revise processes to provide for a greater role of independent board members in the oversight and review until such time

that we are adequately capitalized to permit hiring additional personnel to address segregation of duties issues, ineffective

controls over the revenue cycle and insufficient supervision and review by our corporate management.

will update the documentation of our internal control processes, including formal risk assessment of our financial reporting

intend to consider the results of our remediation efforts and related testing as part of our year-end 2019 assessment of the effectiveness

of our internal control over financial reporting.

to January 31, 2020, we intend to continue to undertake the following steps to address the deficiencies stated above:

the development and documentation of internal controls and procedures surrounding the financial reporting process, primarily

through the use of account reconciliations, and supervision.

additional accounting staff to further segregate duties and help the Company maintain timely reporting of financial results.

There have been no changes in our internal

control over financial reporting through the date of this report that materially

affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In February 2020, the

Company appointed Steven Burns as Executive Vice President in order to address certain material weaknesses identified in prior

Annual reports.

Other Information.

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Wolf has over 40 years of experience in the management and operations of companies in the food industry.

Wolf has served

as Chief Executive Officer and Chairman of the Board of MamaMancini’s from February 2010 through the Present.

the founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a NASDAQ-listed public company

with over $125 million in wholesale sales.

He also founded, managed, and sold MCT Dairies, Inc., a $60 million international dairy

component resource company.

Other experience in the food industry includes his role as Co-chairman of Saratoga Beverage Company,

a publicly traded (formerly NASDAQ:

TOGA) bottled water and fresh juice company prior to its successful sale to a private equity

Wolf served an advisor to Mamma Sez Biscotti, a snack and bakery product company (which was sold in a later period to

Nonnis, the largest biscotti company in the United States) from 2002 to 2004.

Previously he served as Director and on the Audit

and Development committees of American Home Food Products, Inc.

a publicly-traded marketer Artisanal Brand Cheeses, from 2007

Wolf also served as Chairman of the Board of Media Bay, which was a NASDAQ-listed public company which ally traded

direct seller of spoken word through its audio book club and old-time radio classic activities and download spoken content, from

2002 to 2004.

Wolf has served as

Chief Executive Officer and Chairman of the Board of MamaMancini’s from February 2010 through the Present.

founder, majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a NASDAQ-listed public company with over

$125 million in wholesale sales.

He also founded, managed, and sold MCT Dairies, Inc., a $60 million international dairy component

resource company.

Other experience in the food industry includes his role as Co-chairman of Saratoga Beverage Company, a publicly

traded (formerly NASDAQ:

TOGA) bottled water and fresh juice company prior to its successful sale to a private equity firm.

served an advisor to Mamma Sez Biscotti, a snack and bakery product company (which was sold in a later period to Nonnis, the largest

biscotti company in the United States) from 2002 to 2004.

Previously he served as Director and on the Audit and Development

committees of American Home Food Products, Inc.

a publicly-traded marketer Artisanal Brand Cheeses, from 2007 to 2009.

served as Chairman of the Board of Media Bay, which was a NASDAQ listed public company.

Media Bay was a direct seller of spoken word

through its audio book club and old-time radio classic activities and download spoken content, from 2002 to 2004.

Wolf received his B.A.

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evaluating Mr.

Wolf’s specific experience, qualifications, attributes and skills in connection with his appointment to our

board, we took into account his numerous years of experience in the food industry, as a serial entrepreneur in growing business,

his knowledge of publicly traded companies, and his proven track record of success in such endeavors.

Wolf’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in the food industry, as a serial entrepreneur in growing business, his knowledge

of publicly traded companies, and his proven track record of success in such endeavors.

Brown has over 30 years of experience in the sales and marketing of products in the food industry.

Beginning in February 2010

through the present, he has served as President of MamaMancini’s.

From April 2001 until January of 2012, he served as the

President of Hors D’oeuvres Unlimited, overseeing the day to day operations of their food manufacturing business.

He previously

worked as a marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects

of the company’s marketing of their food products.

Beginning in February 2010 through

the present, he has served as President of MamaMancini’s.

From April 2001 until January of 2012, he served as the President of

Hors D’oeuvres Unlimited, overseeing the day-to-day operations of their food manufacturing business.

He previously worked as a

marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects of the company’s

marketing of their food products.

Brown received his B.A.

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evaluating Mr.

Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to

our board, we took into account his numerous years of experience in sales and marketing, and his proven track record of success

in such endeavors.

Morgenstein has been Chief Financial Officer of the Company since April 1, 2018.

He has been previously employed as Controller

for Emerging Power, Inc.

from July 7, 2016 through January 12, 2018.

Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors.

Lawrence Morgenstein has been Chief

Financial Officer of the Company since April 1, 2018.

He has been previously employed as Controller for Emerging Power, Inc.

July 7, 2016 through January 12, 2018.

He was also employed by Elaut USA, Inc.

from April 4, 2013

through July 3, 2016.

He was controller of Mama Mia Produce from March 2010 to April 2013.

Morgenstein was Corporate Controller

& VP of Finance.

from April 4, 2013 through July 3, 2016.

controller of Mama Mia Produce from March 2010 to April 2013.

Morgenstein was Corporate Controller & VP of Finance.

Morgenstein holds a BS in Economics from Rider University in 1972.

He further holds an MBA from Rutgers

University GSB in 1976.

Burns has been Executive Vice President of the Company since 2019 and has served as a director of the Company from February

2010 through the present.

Beginning in June 2011 and still presently, he serves as the Chairman of the Board of Directors

of Meatball Obsession, LLC.

He further holds an MBA from Rutgers University GSB in 1976.

Burns has over 30 years of experience in the management and operations of various companies.

Burns has served as a director of

MamaMancini’s from February 2010 through the present, and joined the company as Executive Vice President on February 1, 2020.

Additionally,

beginning in 2006 and still Presently he works as the President and CEO of Point Prospect, Inc., where he oversees the day to

day operations of the company, which primarily deal with investments and services in real estate, clean and efficient energy sources,

high-quality and healthy food services, and healthcare technology.

Prior to that, for a period of 24 years he worked at and was

senior executive at Accenture where he led the U.S.

beginning in 2006 leads PointProspect which oversees investments and services in real estate, clean and efficient energy sources, high-quality

and healthy food services, and healthcare technology.

Prior to that, for a period of 24 years he worked at and was senior executive at

Accenture where he led the U.S.

Health Insurance Industry Program comprised of approximately 600 professionals.

He also has sat on various financial committees and boards of directors throughout his career.

He also has sat on various

financial committees and boards of directors throughout his career.

Burns received his B.S.

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evaluating Mr.

specific experience, qualifications, attributes and skills in connection with his appointment to our

board, we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing

companies, and his proven track record of success in such endeavors.

specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies,

and his proven track record of success in such endeavors.

D’Agostino has over 34 years of experience in the management and ownership of food brokerage and food distribution companies.

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Beginning in March 2001

2001 and still presently, he serves as the President for World Wide Sales Inc., a perishable food broker that services the New

York / New Jersey Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 1995 until February 2001 as

Vice- President of the perishable business unit at Marketing Specialists, a nationwide food brokerage.

Previously, from February

1987 until August 1995 he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.

evaluating Mr.

D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment

to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his

knowledge of running and managing companies, and his proven track record of success in such endeavors.

and still presently, he serves as the President for World Wide Sales Inc., a perishable food broker that services the New York / New

Jersey Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 1995 until February 2001 as Vice- President

of the perishable business unit at Marketing Specialists, a nationwide food brokerage.

Previously, from February 1987 until August 1995

he worked as a Partner for the perishable division of Food Associates until its merger with Merket Enterprises.

D’Agostino received his B.S.

in Business Management from the City College of New York in 1974.

Toto has over 33 years of experience in the management and ownership of food brokerage and food distribution companies.

Toto has served as a director of MamaMancini’s from February 2010 through the Present.

Beginning in June 2009 and still

presently, he serves as the Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New

York / New Jersey Metropolitan and Philadelphia marketplace.

Prior to this he worked from September 2007 until May 2009 as a Division

President for DCI Cheese Co., a company that imported and distributed various kinds of cheeses.

Previously from March 1993 until

September 2007 he was the President and owner of Advantage International Foods Corporation, where he ran the day-to-day operations

of importing and distributing cheeses around the world.

Toto received his B.A.

from Seton Hall University in 1976 and his M.B.A.

from Seton Hall University in 1979.

evaluating Mr.

Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our

board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge

D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment

to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge

of running and managing companies, and his proven track record of success in such endeavors.

Connor Haley is the Founder and Managing Partner of Alta Fox Capital Management, LLC, an investment manager based in Fort Worth,

Previously, he was a consumer and technology focused Analyst at Scopia Capital Management LP.

Haley has been recognized in

numerous circles as an emerging thought leader in the small and micro-cap space and is currently a top-ranked member on microcapclub.com.

Haley is a frequent panelist at small and micro-cap conferences, including the LD Micro and Planet Microcap Showcase, and has been

interviewed in a number of publications and podcasts for his views on the small and micro-cap market.

Haley received an A.B.

in Government, magna cum laude, from Harvard College.

evaluating Connor Haley’s credentials for appointment to our Board, we took into account his direct experience in technical analysis

of small public companies and advising them through strategic growth initiatives, and the navigation of business strategies in the best

interest of maximizing shareholder value.

Janeway has served as a director of MamaMancini’s since 2012.

Janeway is an executive with more than 40 years of

broad leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight

and financial management.

Janeway is an executive with more than 40 years of broad

leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial

From 1966 through 2011, Mr.

Janeway served in various positions at Wakefern Food Corp., the largest

retailer- owned cooperative in the United States.

Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative

in the United States.

From 1966 through 1990, Mr.

Janeway advanced through various positions of increasing

responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions.

1990 through 1995 Mr.

Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising

and logistics divisions.

From 1995 until his retirement in 2011, Mr.

Janeway served as President and Chief Operating Officer of

“Wakefern”

providing primary oversight for the company’s financial and treasury functions, human resources,

labor relations, new business development, strategic acquisitions, government relations, corporate social responsibility, sustainability

initiatives and member relations.

Janeway previously served as the chairman for the National Grocers Association from 1993

through 2001.

Janeway advanced through various positions of increasing responsibility including positions

in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions.

From 1990 through 1995 Mr.

Janeway provided oversight

for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions.

From 1995 until his retirement

Janeway served as President and Chief Operating Officer of “Wakefern”

providing primary oversight for the company’s

financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations,

corporate social responsibility, sustainability initiatives and member relations.

Janeway previously served as the chairman for the

National Grocers Association from 1993 through 2001.

From 2009 through the present, Mr.

Janeway has served as the Chairman of the Foundation for the University of Medicine

and Dentistry of New Jersey.

Board of Directors determined that Mr.

Janeway’s qualifications to serve as a director include his notable business and

leadership experience in the all areas of management, particularly in the food industry.

He also has experience in the area of

wholesale distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven

track record of success in such endeavors will be invaluable to the Company going forward.

Janeway has served as the Chairman of the Foundation

for the University of Medicine and Dentistry of New Jersey.

Janeway received his B.A.

in Marketing from Rutgers University, and his M.B.A from Wharton School of Business, University of Pennsylvania.

Board of Directors determined that Mr.

Janeway’s qualifications to serve as a director include his notable business and leadership

experience in the all areas of management, particularly in the food industry.

He also has experience in the area of whole sale wholesale

distribution, due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of

success in such endeavors will be invaluable to the Company going forward.

Stengel is a tenured hospitality industry veteran, bringing over 40 years of executive leadership experience with Marriott International

to the MamaMancini’s Board of Directors.

At Marriott, he was instrumental to the Company’s convention network strategy, overseeing

135 Convention venues including the Gaylord Brand.

Michael, as Senior Vice President of Gaylord Hotels and The Convention Resort Network

(CRN) at Marriott, oversaw significant food and beverage operations within his portfolio of managed hotels and being responsible for

well over $1.5 billion in revenue.

Stengel has had direct responsibility for P&L operations for numerous enterprises and is completely

familiar with financial management of public companies.

Stengel has received a B.S.

Law and Justice from Rowan University, a Cornell University Hospitality Certificate, and an executive MBA

with Marriott sponsor by the University of Maryland.

Board determined that Mr.

Stengel’s qualifications to serve as a director include his multi-faceted financial responsibility and

experience in the food and hospitality business and his success in building organizations into large-scale, highly profitable operations.

Toto has over 32 years of experience in the management and ownership of food brokerage and food distribution companies.

has served as a director of MamaMancini’s from February 2010 through the Present.

Beginning in June 2009 and still presently, he

serves as the Senior Business manager for World Wide Sales Inc., a perishable food broker that services the New York / New Jersey Metropolitan

and Philadelphia marketplace.

Prior to this he worked from September 2007 until May 2009 as a Division President for DCI Cheese Co.,

a company that imported and distributed various kinds of cheeses.

Previously from March 1993 until September 2007 he was the President

and owner of Advantage International Foods Corporation, where he ran the day to day operations of importing and distributing cheeses

around the world.

Toto received his B.A.

from Seton Hall University in 1976 and his M.B.A.

from Seton Hall University in 1979.

evaluating Mr.

Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board,

we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running

and managing companies, and his proven track record of success in such endeavors.

Relationships

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Copies of each committee’s charter are posted on our website, www.mamamancini’s.com.

of directors may from time to time establish other committees.

purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits

and financial statements of the Company.

Our board of directors

may from time to time establish other committees.

purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits and financial

statements of the Company.

The Audit Committee’s primary duties and responsibilities are to:

the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting

and legal compliance.

the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and

legal compliance.

the independence and performance of the Company’s independent auditors and the Company’s accounting personnel.

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any disagreements between management and the auditors regarding financial reporting.

the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the

“SEC”).

the report required by Item 407(d) of Regulation S-K, as required by the rules of the Securities and Exchange Commission (the “SEC”).

other related tasks as requested by the Board.

Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct

access to the independent auditors as well as anyone in the organization.

The Committee has the ability to retain, at the Company’s

expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access

to the independent auditors as well as anyone in the organization.

The Committee has the ability to retain, at the Company’s expense,

special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties.

Audit Committee consists of Mr.

Burns and Mr.

Toto serves as the Chairman of our Audit Committee.

Burns is our Audit

Toto who serves as Chairman, Mr.

D’Agostino, Mr.

Janeway and Mr.

Stengel is our Audit

Committee financial expert as currently defined under applicable SEC rules.

Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under

the corporate governance rules of NASDAQ, including the responsibility to determine compensation of the Chairman of the Board,

the Chief Executive Officer (“CEO”), the President and all other executive officers.

The Compensation Committee’s

actions shall generally be related to overall considerations, policies and strategies.

Compensation Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the corporate

governance rules of NASDAQ, including the responsibility to determine compensation of the Chairman of the Board, the Chief Executive

Officer (“CEO”), the President and all other executive officers.

The Compensation Committee’s actions shall generally

be related to overall considerations, policies and strategies.

following are specific duties and responsibilities of the Compensation Committee:

the competitiveness of the Company’s executive compensation programs to ensure (a) the attraction and retention of corporate

officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment

of the interests of key leadership with the long-term interests of the Company’s stockholders.

and determine the annual salary, bonus, stock options, other equity-based incentives, and other benefits, direct and indirect,

of the Company’s executive officers, including development of an appropriate balance between short-term pay and long-term

incentives while focusing on long-term stockholder interests.

salary increases and bonus grants for the Chairman of the Board, the CEO, the President and all other executive officers of

officers, (b) the motivation of corporate officers to achieve the Company’s business objectives, and (c) the alignment of the

interests of key leadership with the long-term interests of the Company’s stockholders.

and determine the annual salary, bonus, stock options, other equity-based incentives, and other benefits, direct and indirect, of

the Company’s executive officers, including development of an appropriate balance between short-term pay and long-term incentives

while focusing on long-term stockholder interests.

salary increases and bonus grants for the Chairman of the Board, the CEO, the President and all other executive officers of the Company.

and approve corporate goals and objectives for purposes of bonuses and long- term incentive plans.

and approve benefit plans, including equity incentive plans, and approval of individual grants and awards.

and approve employment or other agreements relating to compensation for the Chairman of the Board, the CEO, the President

and the other executive officers of the Company.

and discuss with management the Company’s CD&A and recommend to the Board that the CD&A be included in the annual

report on Form 10-K and/or proxy statement in accordance with applicable SEC rules.

required by SEC rules, provide a Compensation Committee Report on executive compensation to be included in the Company’s

annual proxy statement in accordance with applicable SEC rules.

and approve employment or other agreements relating to compensation for the Chairman of the Board, the CEO, the President and the

other executive officers of the Company.

and discuss with management the Company’s CD&A and recommend to the Board that the CD&A be included in the annual report

on Form 10-K and/or proxy statement in accordance with applicable SEC rules.

required by SEC rules, provide a Compensation Committee Report on executive compensation to be included in the Company’s annual

proxy statement in accordance with applicable SEC rules.

an annual evaluation of the performance of the Chairman of the Board, the CEO, the President and the other executive officers.

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for executive development and succession.

and approve all equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing

standards of NASDAQ.

an appropriate method by which stockholder concerns about compensation may be communicated by stockholders to the Committee

and, as the Committee deems appropriate, to respond to such stockholder concerns.

such duties and responsibilities as may be assigned by the Board to the Committee under the terms of any executive compensation

plan, incentive compensation plan or equity-based plan.

and approve all equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing standards

an appropriate method by which stockholder concerns about compensation may be communicated by stockholders to the Committee and,

as the Committee deems appropriate, to respond to such stockholder concerns.

such duties and responsibilities as may be assigned by the Board to the Committee under the terms of any executive compensation plan,

incentive compensation plan or equity-based plan.

risks related to the Company’s compensation policies and practices and review and discuss, at least annually, the relationship

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Compensation Committee consists of Mr.

D’Agostino, and Mr.

D’Agostino serves as the Chairman of our Compensation

D’Agostino who serves as Chairman, and Mr.

Dean Janeway and Mr.

Nominating/Corporate

Governance Committee

Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which

are required under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified

to become directors of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees,

including Stockholder Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as

a directors of the Company.

To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee

are as follows:

in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size,

role and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner

consistent with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval.

Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which are required

under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified to become directors

of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees, including Stockholder

Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as a directors of the Company.

To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee are as follows:

in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size, role

and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner consistent

with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval.

in consultation with the Chairman of the Board and CEO, director selection criteria consistent with the Company’s Corporate

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in identifying, interviewing and recruiting candidates for the Board.

in consultation with the Chairman of the Board and CEO, nominees, including nominees nominated by stockholders in accordance

with the provisions of the Company’s Bylaws, and recommend nominees for election to the Board or to fill vacancies on

in consultation with the Chairman of the Board and CEO, nominees, including nominees nominated by stockholders in accordance with

the provisions of the Company’s Bylaws, and recommend nominees for election to the Board or to fill vacancies on the Board.

recommending an incumbent, replacement or additional director, review his or her qualifications, including capability, availability

to serve, conflicts of interest, and other relevant factors.

in consultation with the Chairman of the Board and CEO and make recommendations to the Board concerning the appointment of

directors to Board committees and the selection of the Chairman of the Board and the Board committee chairs consistent with

the Company’s Corporate Governance Guidelines.

the methods and execution of the annual evaluations of the Board’s and each Board committee’s effectiveness and

support the annual performance evaluation process.

in consultation with the Chairman of the Board and CEO and make recommendations to the Board concerning the appointment of directors

to Board committees and the selection of the Chairman of the Board and the Board committee chairs consistent with the Company’s

Corporate Governance Guidelines.

the methods and execution of the annual evaluations of the Board’s and each Board committee’s effectiveness and support

the annual performance evaluation process.

and make recommendations to the Board regarding director retirements, director re-nominations and directors’

in circumstances in accordance with the Company’s Corporate Governance Guidelines.

changes in circumstances

in accordance with the Company’s Corporate Governance Guidelines.

and make recommendations to the Board regarding policies relating to directors’

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Corporate Governance Guidelines.

set forth herein, monitor compliance with, and at least annually evaluate and make recommendations to the Board regarding,

the Company’s Corporate Governance Guidelines and overall corporate governance of the Company.

the Board and the Company’s officers in ensuring compliance with an implementation of the Company’s Corporate

Governance Guidelines.

set forth herein, monitor compliance with, and at least annually evaluate and make recommendations to the Board regarding, the Company’s

Corporate Governance Guidelines and overall corporate governance of the Company.

the Board and the Company’s officers in ensuring compliance with an implementation of the Company’s Corporate Governance

and implement continuing education programs for all directors, including orientation and training programs for new directors.

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the Code of Ethics periodically and propose changes thereto to the Board, if appropriate.

requests from outside the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics

and recommend to the Board whether a particular waiver should be granted or whether a particular amendment should be adopted.

requests from outside the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics and recommend

to the Board whether a particular waiver should be granted or whether a particular amendment should be adopted.

Committee membership and qualifications and the performance of members of the Board.

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recommendations annually to the Board as to the independence of directors under the Corporate Governance Guidelines.

and make recommendations to the Board regarding the position the Company should take with respect to any proposals submitted

by stockholders for approval at any annual or special meeting of stockholders.

and make recommendations to the Board regarding the position the Company should take with respect to any proposals submitted by stockholders

for approval at any annual or special meeting of stockholders.

report on Committee activities and recommendations to the Board.

any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended

from time to time, the NASDAQ company guide, and any governing law, as the Board considers appropriate and delegates to the

any other activities consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended from time

to time, the NASDAQ company guide, and any governing law, as the Board considers appropriate and delegates to the Committee.

Nominating/Corporate Governance Committee consists of Mr.

Janeway and Mr.

D’Agostino, with Mr.

Janeway serving as the Chairman.

Janeway who serves as Chairman, Mr.

D’Agostino, Mr.

Haley and Mr.

of Business Conduct and Ethics

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(the “Company”)

adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled

by the Company and the Company’s directors, officers and employees.

Compliance with the Code of Ethics is required of all

Company personnel at all times.

The Company’s senior management is charged with ensuring that the Code of Ethics and the

Company’s corporate policies will govern, without exception, all business activities of the Company.

The Code of Ethics

addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate

opportunities and transactions with business associates and document retention.

adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by

the Company and the Company’s directors, officers and employees.

Compliance with the Code of Ethics is required of all Company

personnel at all times.

The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s

corporate policies will govern, without exception, all business activities of the Company.

The Code of Ethics addresses, among other

things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions

with business associates and document retention.

in Certain Legal Proceedings

the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company

(i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive

officer either at the time of the bankruptcy or within two years prior to that time;

(ii) been convicted in a criminal proceeding

or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(iii) been subject to

any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently

or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking

or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures

Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed,

suspended, or vacated.

(i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer

either at the time of the bankruptcy or within two years prior to that time;

(ii) been convicted in a criminal proceeding or been subject

to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(iii) been subject to any order, judgment,

or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining,

barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

or (iv) been found

by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated

a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

with Section 16(A) of the Exchange Act

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more

of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in

beneficial ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and

regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of

a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial

ownership with the SEC.

Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of

the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a).

solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities

Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the

period covered by this Annual Report on Form 10-K, were timely.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that

is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition

or had a bankruptcy petition filed against it during the past ten years.

No director or executive officer has been convicted of

a criminal offense or is the subject of a pending criminal proceeding during the past ten years.

No director or executive officer

has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or

otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years.

or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years.

Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the period

covered by this Annual Report on Form 10-K, were timely.

are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse

to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries.

No director or

executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy

petition filed against it during the past ten years.

No director or executive officer has been convicted of a criminal offense or is

the subject of a pending criminal proceeding during the past ten years.

No director or executive officer has been the subject of any

order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement

in any type of business, securities or banking activities during the past ten years.

No director or officer has been found by a court

to have violated a federal or state securities or commodities law during the past ten years.

Executive Compensation

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers

paid by us during the years ended January 31, 2020 and January 31, 2019.

following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid

by us during the years ended January 31, 2021 and January 31, 2020.

Stock Awards ($)

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CEO/Chairman(1)

Executive VP (3)

Lawrence Morgenstein

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Brown was appointed as President of the Company on January 24, 2013.

Burns was appointed Executive Vice President of the Company in 2019

Morgenstein was appointed as Chief Financial Officer on April 1, 2018.

Upon appointment

to this position, Mr.

Morgenstein was granted 30,000 options to purchase common stock.

Upon appointment to this position, Mr.

Morgenstein was granted

7,500 options to purchase common stock.

The options had a grant date fair value of $7,083.

On April 1, 2019, Mr.

Morgenstein was granted

an additional 7,500 options to purchase common stock with a grant date fair value of $4,694.

On October 1, 2019, Mr.

was granted an additional 7,500 options to purchase common stock with a grant date fair

value of $4,058.

Morgenstein was granted

an additional 7,500 options to purchase common stock with a grant date fair value of $4,058.

On April 1, 2020, Mr.

Morgenstein was granted

an additional 7,500 options to purchase common stock with a grant date fair value of $7,617.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

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governance rules of the New York Stock Exchange do not receive compensation from us for their service on our board of directors.

Accordingly, Mr.

Brown do not receive compensation from us for their service on our board of directors.

directors who are considered independent directors under the corporate governance rules of the New York Stock Exchange receive

compensation from us for their service on our board of directors.

Only those directors who are

considered independent directors under the corporate governance rules of the New York Stock Exchange receive compensation from us for

their service on our board of directors.

D’Agostino, Mr.

to be paid $10,000 per annum for their service as members of the board, payable quarterly in Company common stock.

June 2017, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an

Janeway are to be paid $10,000 per annum for

their service as members of the board, payable quarterly in Company common stock.

April 2016, each of our directors were granted stock options to purchase 50,000 shares of the Company’s common stock at an exercise

All such options vested quarterly over a one-year period and originally expired 5 years from the date of grant.

period for these options have been extended for an additional two years.

June 2017, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an exercise

All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

September 2018, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock at an

exercise of $0.80.

All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

September 2018, each of our directors were granted stock options to purchase 25,000 shares of the Company’s common stock

at an exercise of $0.80.

July 2019, each of our directors were granted stock options to purchase 50,000 shares of the Company’s common stock at an exercise

All such options vested quarterly over a one-year period and expire 5 years from the date of grant.

is no formal arrangement with our board of directors for the granting of options.

There is no assurance that the Company will

continue to issue options to the board of directors or on what terms such issuance would occur.

In addition, our Lead Director,

Steven Burns was paid $58,000 in cash compensation for the year ended January 31, 2019 for his additional services in that capacity.

There is no assurance that the Company will continue

to issue options to the board of directors or on what terms such issuance would occur.

also reimburse all of our directors for reasonable expenses incurred to attend board of director or committee meetings.

following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2019

following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2021 and 2020.

Incentive Plan Compensation ($)

Other Compensation ($)

Steven Burns (1)

Alfred D’Agostino (2)

Thomas Toto (3)

Dean Janeway (4)

D’Agostino (2)

Burns was appointed as a director of the Company on January 24, 2013.

He became Executive Vice President of the Company in February 2020 and as of such date is no longer considered an independent director.

D’Agostino was appointed as a director of the Company on January 24, 2013.

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March 5, 2012 MamaMancini’s entered into an Employment Agreement with Mr.

Carl Wolf as Chief Executive Officer for a term

Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives

written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.

Wolf’s employment agreement was renewed for a period of one year on March 5, 2020.

As compensation for his services,

Wolf receives a base salary of $190,000 per year.

Carl Wolf as Chief Executive Officer for a term of 3

Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice

of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.

Wolf’s employment

agreement was renewed for a period of one year on March 5, 2021.

As compensation for his services, Mr.

Wolf receives a base salary of

$190,000 per year.

Such base salary is reviewed yearly with regard to possible increase.

addition, Mr.

Wolf is eligible to receive an annual bonus as determined by the Board.

In addition, Mr.

Wolf is eligible to receive

an annual bonus as determined by the Board.

As part of the agreement, Mr.

Wolf is subject

to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete.

Wolf is also entitled to

receive Termination Payments (as defined Section 11.1 of Mr.

Wolf’s Employment Agreement) in the event his employment is

terminated in conjunction with the following:

Wolf is subject to confidentiality provisions regarding MamaMancini’s,

and certain covenants not to compete.

Wolf is also entitled to receive Termination Payments (as defined Section 11.1 of Mr.

Employment Agreement) in the event his employment is terminated in conjunction with the following:

for Termination

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Termination Payment equals:

(i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such

termination occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination

occurs prorated as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed

expenses incurred by the Employee on MamaMancini’s behalf.

(i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such termination

occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination occurs prorated

as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed expenses incurred

by the Employee on MamaMancini’s behalf.

March 5, 2012 MamaMancini’s entered into an employment agreement with Mr.

Matthew Brown as President of MamaMancini’s

for an initial term of 3 years.

Brown’s employment agreement automatically renews for successive one-year terms, unless

the Company gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated

as set forth herein.

Matthew Brown as President of MamaMancini’s for

an initial term of 3 years.

Brown’s employment agreement automatically renews for successive one-year terms, unless the Company

gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein.

Brown’s employment agreement was renewed for a period of one year on March 5, 2021.

As compensation

for his services, Mr.

Brown receives a base salary of $186,000 per year.

Such base salary is reviewed yearly with regard to possible

As compensation for his services, Mr.

receives a base salary of $186,000 per year.

Such base salary is reviewed yearly with regard to possible increase.

In addition, Mr.

Brown is eligible to receive an annual bonus as determined by the Board.

As part of the agreement,

Brown is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete.

is also entitled to receive Termination Payments (as defined in Section 11.1 of Mr.

Brown’s Employment Agreement) in the

event his employment is terminated in conjunction with the following:

is eligible to receive an annual bonus as determined by the Board.

As part of the agreement, Mr.

Brown is subject to confidentiality

provisions regarding MamaMancini’s, and certain covenants not to compete.

Brown is also entitled to receive Termination Payments

(as defined in Section 11.1 of Mr.

Brown’s Employment Agreement) in the event his employment is terminated in conjunction with

the following:

for Termination

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Termination Payment equals:

(i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such

termination occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination

occurs prorated as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed

expenses incurred by the Employee on the MamaMancini’s behalf.

April 1, 2018 MamaMancini’s entered into an employment agreement with Lawrence Morgenstein as Chief Financial Officer of

MamaMancini’s for an initial term of one year.

(i) any unpaid Base Salary through the date of termination, (ii) any Bonus for the year in which such termination

occurs prorated as of the date of termination, (iii) accrued and unpaid vacation pay for the year in which such termination occurs prorated

as of the date of termination, (iv) any sums due under any of MamaMancini’s benefit plans, and (v) any unreimbursed expenses incurred

by the Employee on the MamaMancini’s behalf.

2018 MamaMancini’s entered into an employment agreement with Lawrence Morgenstein as Chief Financial Officer of MamaMancini’s

for an initial term of one year.

Unless terminated, Mr.

Morgenstein’s employment agreement automatically

renews for successive one-year terms.

Morgenstein’s employment agreement automatically renews for successive one-year

As compensation for his services, Mr.

Morgenstein receives a base salary of $125,000 per

year and is eligible for a year-end bonus of up to $25,000.

Morgenstein receives a base salary of $125,000 per year and is eligible for a year-end bonus

of up to $25,000.

Such base salary is reviewed yearly with regard to possible increase.

In addition, Mr.

Morgenstein was initially granted an option to acquire 30,000 shares of Company Common Stock, vesting 7,500 shares

per half year.

Morgenstein was initially granted

an option to acquire 7,500 shares of Company Common Stock.

On October 1, 2019, Mr.

Morgenstein was granted an additional 7,500 options

to purchase common stock with a grant date fair value of $4,058.

On April 1, 2020, Mr.

Morgenstein was granted an additional 7,500 options

to purchase common stock with a grant date fair value of $7,617.

As part of the agreement, Mr.

Morgenstein is subject to confidentiality provisions regarding MamaMancini’s,

and certain covenants not to compete.

Morgenstein is subject to confidentiality

provisions regarding MamaMancini’s, and certain covenants not to compete.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common

stock as of April 15, 2020 and by the officers and directors, individually and as a group.

Except as otherwise indicated, all

shares are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares shown.

Name of Beneficial Owner(1)

5% or Greater Stockholders

Alta Fox Capital Management, LLC et al

1,785,382 (10)

Named Executive Officers and Directors

7,426,886 (3)

Matthew Brown

5,589,181 (4)

Lawrence Morgenstein

1,509,643 (6)

Alfred D’Agostino

All executive officers and directors as a group (7 persons)

*Less than 1%

ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power

with respect to securities.

In determining beneficial ownership of our Common Stock, the number of shares shown includes shares

which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days.

In determining the percent of Common Stock owned by a person or entity on April 15, 2020, (a) the numerator is the number

of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may acquire

within 60 days of the conversion of Series A Preferred shares, exercise of debentures, warrants and options;

and (b) the denominator

is the sum of (i) the total shares of that class outstanding on January 31, 2020 (31,991,241 shares of Common Stock) and (ii)

the total number of shares that the beneficial owner may acquire upon exercise of warrants and options.

Unless otherwise stated,

each beneficial owner has sole power to vote and dispose of its shares.

The address of each of the holders is 25 Branca Road,

East Rutherford, NJ 07073.

following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock

as of April 12, 2021 and by the officers and directors, individually and as a group.

Except as otherwise indicated, all shares

are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares shown.

of Beneficial Owner(1)

or Greater Stockholders (other than Executive Officers and Directors)

Executive Officers and Directors

D’Agostino

executive officers and directors as a group (9 persons)

ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power with

respect to securities.

In determining beneficial ownership of our Common Stock, the number of shares shown includes shares which

the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days.

In determining

the percent of Common Stock owned by a person or entity on April 12, 2021, (a) the numerator is the number of shares of the

class beneficially owned by such person or entity, including shares which the beneficial ownership may be acquire within 60 days

of April 12, 2021 on exercise of warrants and options and (b) the denominator is the sum of (i) the total shares of that class

outstanding on April 12, 2021 (35,608,474 shares of Common Stock).

Unless otherwise stated, each beneficial owner

has sole power to vote and dispose of its shares.

The address of each of the holders is 25 Branca Road, East Rutherford, NJ 07073.

may not add up due to rounding of percentages.

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Wolf and 1,052,892 shares held directly by Mr.

is the wife of Mr.

the wife of Mr.

Wolf maintains full voting control of such shares.

Share total also includes 774,075 shares

issuable on the exercise of Warrants.

of the shares are held jointly with Ms.

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Brown maintains full voting control of such shares.

Share total includes 107,408 shares issuable on the exercise

portion of 22,500 stock options which are currently exercisable.

25,000 stock options which are currently exercisable.

amount includes 130,397 shares held by Steven Burns, 84,074 shares held by Milvia Burns, Mr.

wife and 1,136,839

shares held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns.

Share total also includes 107,407

shares issuable on the exercise of Warrants and options to purchase 125,000 shares of common stock.

wife and 1,136,839 shares

held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns.

Share total also includes options to purchase

150,000 shares of common stock.

amount includes 126,938 shares directly held by Alfred D’Agostino, 783,304 shares held by Alfred D’Agostino Revocable

Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner.

Share total also includes 107,407 shares

issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.

amount includes 679,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial

Share total also includes 33,333 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares

of common stock.

Share total also includes an option to purchase

150,000 shares of common stock.

amount includes 679,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial owner.

Share total also includes an option to purchase 150,000 shares of common stock.

amount includes 275,109 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt.

also includes 107,407 shares issuable on the exercise of Warrants and an option to purchase 125,000 shares of common stock.

Share total also

includes an option to purchase 150,000 shares of common stock.

shares held by Alta Fox Opportunities Fund, LP.

Alta Fox GenPar, LP serves as general partner of Alta Fox Opportunities Fund,

LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

Equity, LLC serves as the general partner of Alta Fox GenPar, LP, which serves as general partner of Alta Fox Opportunities

Fund, LP, and Alta Fox Equity, LLC may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities

Alta Fox Capital Management, LLC acts as an investment adviser to, and manages investment and trading

accounts of Alta Fox Opportunities Fund, LP and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities

Haley is the Manager of Alta Fox Capital Management, LLC and may be deemed to indirectly beneficially own securities

held by Alta Fox Opportunities Fund, LP.

Company is authorized to issue an aggregate number of 270,000,000 shares of capital stock, of which 20,000,000 shares are preferred

stock, $0.00001 par value per share and 250,000,000 shares are common stock, $0.00001 par value per share.

Alta Fox GenPar, LP serves as general partner of Alta Fox Opportunities Fund, LP and

may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

Alta Fox Equity, LLC serves

as the general partner of Alta Fox GenPar, LP, which serves as general partner of Alta Fox Opportunities Fund, LP, and Alta Fox Equity,

LLC may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

Alta Fox Capital Management, LLC

acts as an investment adviser to, and manages investment and trading accounts of Alta Fox Opportunities Fund, LP and may be deemed to

indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

Haley is the Manager of Alta Fox Capital Management,

LLC and may be deemed to indirectly beneficially own securities held by Alta Fox Opportunities Fund, LP.

This amount includes 5,000 shares purchased by the holder in April 2021.

Company is authorized to issue an aggregate number of 270,000,000 shares of capital stock, of which 20,000,000 shares are preferred stock,

$0.00001 par value per share and 250,000,000 shares are common stock, $0.00001 par value per share.

Company authorized to issue 250,000,000 shares of common stock, $0.00001 par value per share.

At April 15, 2020, we have 31,991,241

shares of common stock issued and outstanding.

At April 9, 2021, we had 35,608,474 shares

of common stock issued and outstanding.

share of common stock has one (1) vote per share for all purposes.

Our common stock does not provide any preemptive, subscription

or conversion rights and there are no redemption or sinking fund provisions or rights.

Our common stockholders are not entitled

to cumulative voting for purposes of electing members to our board of directors.

Our common stock does not provide any preemptive, subscription or

conversion rights and there are no redemption or sinking fund provisions or rights.

Our common stockholders are not entitled to cumulative

voting for purposes of electing members to our board of directors.

Company is authorized to issue 20,000,000 shares of preferred stock, $0.00001 par value per share.

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shares of preferred stock as Series A Convertible Preferred stock.

As of April 15, 2020, no shares of Series A Convertible

Preferred Stock are issued and outstanding.

The Series A Convertible Preferred Stock shares were convertible, at the option of

the holder, into shares of Company Common Stock at a conversion price of $0.675 (subject to adjustment) based upon the stated

value of the Series A Convertible Preferred Stock.

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

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

We have not paid any cash dividends to

the holders of our Common Stock.

During the fiscal year ended January 31, 2020, no dividends were paid on the Company’s

Series A Preferred Stock.

As of January 31, 2021, no shares of Series A Convertible Preferred

Stock are issued and outstanding.

The Series A Convertible Preferred Stock shares were convertible, at the option of the holder, into

shares of Company Common Stock at a conversion price of $0.675 (subject to adjustment) based upon the stated value of the Series A Convertible

Preferred Stock.

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

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

We have not paid any cash dividends to the holders

of our Common Stock.

During the fiscal year ended January 31, 2020, no dividends were paid on the Company’s Series A Preferred

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.

present intention not to pay any cash dividends on our Common Stock in the foreseeable future, but rather to reinvest earnings,

if any, in our business operations.

As of April 15, 2020, there are outstanding

warrants to purchase 6,056,664 of our common shares.

All of the warrants are exercisable for a term of five years with

an exercise price of $1.00 per share (which expire between June 10, 2020 and April 30, 2021)

As of April 15, 2020, there

outstanding options to purchase 914,000 shares of Company Common Stock.

Of this amount, 30,000 options at $1.21 per

share expire on March 31, 2021, 200,000 options at $0.39 per share expire on April 13, 2021, 12,000 options at $0.49 per

share expire on February 1, 2021, 117,000 options at $0.60 per share expire on May 2, 2021, 100,000 options at $1.05

per share expire on June 27, 2022, 90,000 options at $1.38 per share expire on November 5, 2022, 100,000 options at $0.80

expire on September 3, 2023, 250,000 options at $0.52 expire on July 31, 2024, 7,500 options at $0.70 expire on October 1,

2024 and 7,500 options at $0.74 expire on March 31, 2024.

Bank Facility

Effective, 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 points with a two-year expiration.

On January 29, 2020, the facility was amended to increase the total available balance to $4.0 million as well as extend the maturity

date to June 30, 2022.

The Company also arranged a $2.5 million five-year note with M&T Bank at LIBOR plus four points

with repayments in equal payments over 60 months.

The new financing replaced the Company’s then-existing Senior Note from

Manatuck Hill Partners (which was due on May 1, 2019) in the amount of approximately $1.2 million;

working capital and term loans

in the amount of approximately $2.8 million payable to EGC and a $250,000 term loan payable to Valley National Bank.

under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation

and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject

to an agreed dollar limitation).

The new facility is supported by a first priority security interest in all of the Company’s

business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s

Chief executive Officer, Carl Wolf.

effect of the financing as well as an amendment to certain related party financing to notes maturing January 2024 is to reclassify

approximately $3.4 million from short-term liabilities to long-term loans.

The Company estimates it initially will be paying a

6.5% per annum interest rate on the new financing, versus an average of over 12.5% per annum on the prior financing it replaces.

Company recorded a one-time charge of $121,500 for termination of its existing loans in the month of January 2019 and will also

amortize origination fees of $89,000 on the new facility.

It is our present

intention not to pay any cash dividends on our Common Stock in the foreseeable future, but rather to reinvest earnings, if any, in our

business operations.

of April 9, 2021, there are no outstanding warrants to purchase of our common shares.

As of April 9, 2021, there outstanding options to

purchase 869,000 shares of Company Common Stock at exercise prices ranging from $0.39 to $1.38 per share.

M&T Bank Facility

Effective, January 4, 2019, the Company entered into

a $2.5 million five-year note with M&T Bank at LIBOR plus four points with repayments in equal payments over 60 months.

The new facility

is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative

and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf.

The Company recorded

$89,321 as a debt discount and will be amortized over the remaining life of the note using the effective interest method.

There was unamortized

debt discount of $0 and $17,864 as of January 31, 2021 and January 31, 2020, respectively.

The outstanding balance on the term loan was

$0 and $441,663 as of January 31, 2021 and 2020, respectively.

Effective, 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 points with a two-year expiration.

On January 29,

2020, the facility was amended to increase the total available balance to $4.0 million as well as extend the maturity date to June 30,

The facility is supported by a first priority security interest in all of the Company’s business assets and is further subject

to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf.

Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation

and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an

agreed dollar limitation).

All advances under the line of credit are due upon maturity.

The outstanding balance on the line of credit

was $0 and $2,997,348 as of January 31, 2021 and 2020, respectively.

During the year ended January 31, 2021, the Company

paid total interest of $78,032 to M&T Bank for the above agreements

Certain Relationships and Related Transactions, and Director Independence.

or our directors, Thomas Toto and Alfred D’Agostino, work for World Wide Sales, Inc.

(“World Wide Sales”), a

perishable food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace.

D’Agostino

is th e President of World Wide Sales.

to an informal arrangement, the Company has agreed to pay World Wide Sales the greater of $4,000 or 3% sales commission on net

sales (sales less any promotions, credits, allowance, and short pay) to supermarket chains headquartered in the New York Metropolitan

area per month.

(“World Wide Sales”), a perishable

food broker that services the New York / New Jersey Metropolitan and Philadelphia marketplace.

D’Agostino is th e

President of World Wide Sales.

Pursuant to an informal arrangement, the Company has agreed to pay World Wide Sales the greater of $4,000

or 3% sales commission on net sales (sales less any promotions, credits, allowance, and short pay) to supermarket chains headquartered

in the New York Metropolitan area per month.

To date, World Wide Sales has never been paid in excess of $4,000 in any month.

board of directors has determined that each of Mr.

D’Agostino, Mr.

Janeway is an independent director

within the meaning of the applicable rules of the SEC and the New York Stock Exchange, and that each of them is also an independent

director under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership.

In addition, our board of directors

has determined that Mr.

Burns is an audit committee financial expert within the meaning of the applicable rules of the SEC and

the New York Stock Exchange.

board of directors has determined that each of Messrs.

D’Agostino, Toto, Janeway, Haley and Stengel is an independent director

within the meaning of the applicable rules of the SEC and the New York Stock Exchange, and that each of them is also an independent director

under Rule 10A-3 of the Exchange Act for the purpose of audit committee membership.

In addition, our board of directors has determined

Burns is an audit committee financial expert within the meaning of the applicable rules of the SEC and the New York Stock Exchange.

Principal Accounting Fees and Services.

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and accounts consultations regarding the application of GAAP to proposed transactions.

The aggregate Audit Fees billed for the

fiscal years ended January 31, 2020 and January 31, 2019, were $56,920 and $41,000, respectively.

aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance

of the audit or review of our financial statements, other than those previously reported in this Item 14, for the fiscal year

ended January 31, 2020 and January 31, 2019 were $0 and $0, respectively.

Fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax

advice, and tax planning.

The aggregate Audit Fees billed for the fiscal

years ended January 31, 2021 and January 31, 2020, were $64,000 and $56,920, respectively.

aggregate fees billed for assurance and related services by our principal accountant that are reasonably related to the performance of

the audit or review of our financial statements, other than those previously reported in this Item 14, for the fiscal year ended January

31, 2021 and January 31, 2020 were $0 and $0, respectively.

Fees consist of the aggregate fees billed for professional services rendered by our principal accounts for tax compliance, tax advice,

and tax planning.

These services include preparation for federal and state income tax returns.

The aggregate Tax Fees

billed for the years ended January 31, 2020 and January 31, 2019 were $7,500 and $7,500, respectively.

The aggregate Tax Fees billed for the

years ended January 31, 2021 and January 31, 2019 were $11,115 and $7,500, respectively.

Committee Pre-Approval Policies and Procedures

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by our audit committee;

into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures

are detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures

do not include delegation of the audit committee’s responsibilities to management.

Audit Committee pre-approved all services provided by our independent auditors for the period covered by this Annual Report on

into pursuant to pre-approval policies and procedures established by the audit committee, provided the policies and procedures are

detailed as to the particular service, the audit committee is informed of each service, and such policies and procedures do not include

delegation of the audit committee’s responsibilities to management.

Audit Committee pre-approved all services provided by our independent auditors for the period covered by this Annual Report on Form 10-K.

Exhibits, Financial Statements Schedules

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Taxonomy Extension Presentation Linkbase Document

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

MAMAMANCINI’S

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Financial Officer (Principal Financial Officer)

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in

the capacities and on the dates indicated.

accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities

and on the dates indicated.

Executive Officer, Chairman of the

April 23, 2020

Matthew Brown

April 23, 2020

Lawrence Morgenstein

Financial Officer

April 23, 2020

Alfred D’Agostino

April 23, 2020

D’Agostino

April 23, 2020

Patrick Connor Haley

Michael Stengel

MAMAMANCINI’S

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Consolidated Balance Sheets as of January 31, 2021 and 2020

Consolidated Statements of Operations for the Years ended January 31, 2020 and 2019

Statements of Changes in Stockholders’

Consolidated Statements of Income for the Years ended January 31, 2021 and 2020

Consolidated Statements of Changes in Stockholders’

Equity (Deficit) for the Period from February 1, 2019 through January 31, 2021

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on the Financial Statements

We have audited the accompanying consolidated

balance sheets of MamaMancini’s Holdings, Inc.

(the Company) as of January 31, 2020 and 2019, and the related consolidated

statements of operations, changes in stockholders’

equity (deficit), and cash flows for each of the years

in the two-year period ended January 31, 2020, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position

of the Company as of January 31, 2020 and 2019, and the consolidated results of its operations and its cash flows for each of

the years in the two-year period ended January 31, 2020, in conformity with accounting principles generally accepted in the United

States of America.

consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an

opinion on the Company’s consolidated financial statements based on our audits.

We are a public accounting firm registered

with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to

the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and

Exchange Commission and the PCAOB.

have audited the accompanying balance sheets of MamaMancini’s Holdings, Inc.

(the Company) as of January 31, 2021 and 2020, and

the related statements of income, stockholders’

equity (deficit), and cash flows for each of the years in the two-year period ended

January 31, 2021, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements

present fairly, in all material respects, the financial position of the Company as of January 31, 2021 and 2020, and the results of its

operations and its cash flows for each of the years in the two-year period ended January 31, 2021, in conformity with accounting principles

generally accepted in the United States of America.

financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s

financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board

(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities

laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit

to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether

due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over

financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting,

but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether

due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis,

evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the

accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the

consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error

or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits

provide a reasonable basis for our opinion.

Audit Matters

critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated

or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial

statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters

does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Allowance for Deferred Tax Asset

discussed in Note 12 to the consolidated financial statements, the Company recognizes a valuation allowance to the extent that more likely

than not some portion or all of the deferred tax assets will not be realized.

Company’s assessment of the valuation allowance on the deferred tax asset requires management to make significant assumptions related

to assessment of whether the net operating loss would be realizable in future periods and the determination whether an allowance is required.

on recognizing and measuring assessed valuation involves significant estimates and management judgment.

Given the complexity and the

subjective nature of the allowance, evaluating management’s estimates relating to their determination of the allowance required

increased audit effort and a degree of auditor judgment.

principal audit procedures to evaluate management’s estimates of the allowance on the deferred tax asset included the following,

among others:

the reasonableness of key assumptions and estimates used by management in the taxable income projection in the light of its past

performances, existing operating capabilities, requirements and plans;

the reasonableness of assumption used in the carryforward of losses and the timing of reversal taking into consideration the existing

the completeness, accuracy, and relevance of underlying data in the projection.

Consideration

Payable to Customers

discussed in Note 2 to the consolidated financial statements, the Company recognizes trade promotion and customer incentive activities

as a reduction to the transaction price under the relevant accounting for revenue recognition.

Company’s assessment of the accounting for these trade promotion and customer incentive activities requires management to make

a determination as to whether the underlying services are distinct and, if so, whether the fees paid or payable to customers exceed the

fair value of those services.

Such determinations rely on subjective judgments and consideration of the facts and circumstances surrounding

the underlying services in relation to the customer contracts.

principal audit procedures to evaluate management’s determination of these costs as reductions to the transaction price underlying

revenue included the following, among others:

a detailed understanding of the nature of the promotional activities, including evaluating management’s methodology for determining

whether the activities met the criterion as distinct services;

underlying agreements and examining promotional displays and publications to corroborate management’s determination, and

the completeness, accuracy, and relevance of underlying data used in making the determination or estimating the fair value of the

Rosenberg Rich Baker Berman P.A.

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Balance Sheets

receivable, net

January 31, 2021

January 31, 2020

Current Assets:

and equipment, net

lease right of use assets, net

and Stockholders’

Equity (Deficit)

payable and accrued expenses

lease liability

leases payable

Accounts receivable, net

Prepaid expenses

Total current assets

Property and equipment, net

Operating lease right of use assets, net

Deferred tax asset, net

Liabilities and Stockholders’

Current Liabilities:

of credit –

lease liability –

leases payable –

payable - related party

long-term liabilities

and contingencies

Accounts payable and accrued expenses

Operating lease liability

Finance leases payable

Total current liabilities

Line of credit –

Operating lease liability –

Finance leases payable –

Notes payable - related party

Total long-term liabilities

Total Liabilities

Commitments and contingencies

Stockholders’

Equity (Deficit):

Series A Preferred stock,

$0.00001 par value;

Series A Preferred stock, $0.00001 par value;

120,000 shares authorized;

23,400 issued as of January 31, 2020 and 2019, 0 and 0 shares

outstanding as of January 31, 2020 and 2019

stock, $0.00001 par value;

23,400 issued as of January 31, 2021 and 2020, 0 and 0 shares outstanding as of January 31, 2021 and 2020

Preferred stock, $0.00001 par value;

19,880,000 shares authorized;

no shares issued and outstanding

Common stock, $0.00001

Common stock, $0.00001 par value;

250,000,000 shares authorized;

35,603,731 and 31,991,241 shares issued and outstanding as of January 31, 2021 and 2020

paid in capital

Additional paid in capital

Accumulated deficit

(12,076,904 )

1 unchanged sentence

Treasury stock, 230,000 shares at cost, respectively

Stockholders’

Equity (Deficit)

Liabilities and Stockholders’

Equity (Deficit)

Total Stockholders’

Total Liabilities and Stockholders’

accompanying notes to the consolidated financial statements

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Holdings, Inc.

Statements of Operations

For the Years Ended

January 31, 2020

January 31, 2019

Sales-net of slotting fees and discounts

Costs of sales

Statements of Income

the Years Ended January 31,

of slotting fees and discounts

and development

and administrative

operating expenses

Research and development

General and administrative

Total operating expenses

Income from operations

from operations

of debt discount

other expenses

Amortization of debt discount

Total other expenses

Net income before income tax provision

Income tax provision

Net income per common share

Weighted average common shares outstanding

income before income tax provision

income per common share

average common shares outstanding

accompanying notes to the consolidated financial statements

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Stockholders’

February 1, 2018

$ (18,130,303 )

$ (1,934,690 )

options issued for services

stock issued for the exercise of options

stock issued for the exercise of warrants

income (As Revised)

January 31, 2019 (As Revised)

(17,676,804 )

February 1, 2019 (As Revised)

stock issued for services

1 unchanged sentence

January 31, 2020

$ (16,144,110 )

Options issued for services

stock issued for exercise of options

stock issued for exercise of warrants

January 31, 2021

accompanying notes to the consolidated financial statements

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Statements of Cash Flows

the Year Ended

the Year Ended January 31,

FLOWS FROM OPERATING ACTIVITIES:

Adjustments to reconcile

net income to net cash provided by operating activities:

Amortization of debt

Share-based compensation

Amortization of right

of use assets

Changes in operating

assets and liabilities:

Accounts receivable

Prepaid expenses

Accounts payable and

accrued expenses

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

of debt discount

of right of use assets

Change in deferred tax asset

in operating assets and liabilities:

payable and accrued expenses

lease liability

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paid for fixed assets

paid for intangible assets

Cash Used in Investing Activities

FLOWS FROM FINANCING ACTIVITIES:

Repayment of note payable

related party

Borrowings from term

Repayment of term loan

Repayment of note payable

Borrowings (repayments)

of line of credit, net

Proceeds from capital

Repayment of capital

lease obligations

Debt issuance costs

Proceeds from

exercise of options

of related party notes payable

from promissory note

of promissory note

(repayments) of line of credit, net

of capital lease obligations

from exercise of options

from exercise of warrants

Cash Used in Financing Activities

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CASH FLOW INFORMATION:

Cash Paid During the

Paid During the Period for:

SUPPLEMENTARY

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lease asset additions

interest on note payable reclassified to principal

stock issued for services to be rendered

of software via contract liability

accompanying notes to the consolidated financial statements

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Holdings, Inc.

(the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada

(the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

The Company has a year-end of January 31.

1 unchanged sentence

and other similar meats and sauces.

In addition, the Company continues to diversify its product line by introducing new products

such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and frozen products.

The Company’s

customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

The Company announced

in October that it developed Plant Based Meatballs using Beyond Beef as its primary ingredient and signed an agreement with Beyond

The Company expects to begin selling these products in the current quarter.

In addition, the Company continues to diversify its product line by introducing new products such

as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and frozen products.

The Company’s products

were submitted to the United States Department of Agriculture (the “USDA”) and approved as all natural.

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 customers are located throughout the United States, with large concentrations in the Northeast and Southeast.

2 - Summary of Significant Accounting Policies

of Presentation

consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted

in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries.

All material intercompany balances and transactions have been eliminated in consolidation.

consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in

the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries.

intercompany balances and transactions have been eliminated in consolidation.

of Consolidation

consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the

reporting period(s).

All inter-company balances and transactions have been eliminated.

2 unchanged sentences

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.

and Uncertainties

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The factors expected

to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic

conditions in the various local markets in which the Company competes, including a potential general downturn in the economy,

and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the

These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions

in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility

of prices pertaining to food and beverages in connection with the Company’s distribution of the product.

These factors, among others,

make it difficult to project the Company’s operating results on a consistent basis.

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 January 31, 2020 and 2019.

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

held no cash equivalents at January 31, 2021 and 2020.

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

The balance at times may exceed federally insured limits.

At January 31, 2021, the Company had $3,128,246 in cash balances that exceed

federally insured limits.

Receivable and Allowance for Doubtful Accounts

receivable are stated at the amount management expects to collect from outstanding balances.

The Company generally does not require

collateral to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the

outstanding accounts receivable, historical collection information and existing economic conditions.

The Company determines if

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

As of January 31, 2020 and 2019, the Company had reserves of $2,000.

The Company generally does not require collateral

to support customer receivables.

The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts

receivable, historical collection information and existing economic conditions.

The Company determines if receivables are past due based

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

As of January 31, 2021 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 January 31, 2020 and 2019:

January 31, 2020

January 31, 2019

Raw Materials

Work in Process

Finished goods

of the following at January 31, 2021 and January 31, 2020:

and Equipment

and equipment are recorded at cost net of depreciation.

Depreciation expense is computed using straight-line methods over the

estimated useful lives.

Depreciation expense is computed using straight-line methods over the estimated

useful lives.

lives for financial statement reporting of depreciation are:

Machinery and equipment

Furniture and fixtures

Leasehold improvements

and equipment

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

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and

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

sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain

or loss is reflected in the consolidated statements of operations.

The 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

The Company capitalized $87,639 of costs incurred in the year ended January 31, 2021 to implement cloud computing arrangements.

Acquired internal-use software licenses are amortized over the term of the arrangement on a straight-line basis to the line item within

the consolidated statements of operations that reflects the nature of the license.

The Company did not record amortization for the software

license since the license has yet to be implemented as of January 31, 2021.

Additionally,

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

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.

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.

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 space.

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.

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

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

Leases for additional disclosures required by ASC 842.

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

Value of Financial Instruments

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s

short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current

transaction between willing parties, other than in a forced sale or liquidation.

The carrying amount of the Company’s short-term

financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

and Development

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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 promotes its products with advertising, consumer incentives and trade promotions.

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terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers.

The Company generally recognizes the related trade receivable when the goods are shipped.

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

For the Years Ended

The Company recognizes the related trade receivable when the goods are shipped.

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

For the Year Ended

January 31, 2021

January 31, 2020

Slotting, Discounts, Allowances

Slotting, Discounts, Promotions and Allowances

Disaggregation

of Revenue from Contracts with Customers.

The following table disaggregates gross revenue by significant geographic area for

the years ended January 31, 2020 and 2019:

For the Year Ended

January 31, 2020

January 31, 2019

Total revenue

The following table disaggregates gross revenue by significant geographic area for the

years ended January 31, 2021 and 2020:

the Year Ended

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

Costs include

product development, freight-in, packaging, and print production costs.

Costs include product

development, freight-in, packaging, and print production costs.

incurred for producing and communicating advertising for the Company are charged to operations as incurred.

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Stock Compensation”

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

( “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.

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.

the years ended January 31, 2020 and 2019, share-based compensation amounted to $93,862 and $162,494, respectively, relating to

shares of common stock and options issued to employees and consultants for services.

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 condensed 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.

the years ended January 31, 2021 and 2020, share-based compensation amounted to $52,895 and $93,862, respectively.

the years ended January 31, 2021 and 2020, when computing fair value of share-based payments, the Company has considered the following

January 31, 2020

January 31, 2019

Risk-free interest rate

1.99 - 2.78 %

Expected life of grants

Expected volatility of underlying stock

interest rate

life of grants

volatility of underlying stock

expected option term is computed using the “simplified”

method as permitted under the provisions of ASC 718-10-S99.

The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does

not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient

historical exercise data to provide a reasonable basis upon which to estimate expected term.

expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s

4 unchanged sentences

per share (“EPS”) is the amount of earnings attributable to each share of common stock.

For convenience, the term

is used to refer to either earnings or loss per share.

EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards

Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available

to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the

Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred

stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned)

from income from continuing operations (if that amount appears in the income statement) and also from net income.

The computation

of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional

common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect

the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options

following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss)

attributable to common stockholders per common share.

For the Years Ended

January 31, 2020

January 31, 2019

Net income attributable to common stockholders

Effect of dilutive securities:

Diluted net income

Weighted average common shares outstanding - basic

Dilutive securities (a):

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:

Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “

Income Taxes .”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between

the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.

Deferred income tax

assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary

differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates

is recognized in income in the period that included the enactment date.

Valuation allowances are established, when necessary,

to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement

of tax positions taken or expected to be taken in a tax return.

For those benefits to be recognized, a tax position must be more

likely than not to be sustained upon examination by taxing authorities.

There were no unrecognized tax benefits as of January

The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense.

amounts were accrued for the payment of interest and penalties at January 31, 2020.

The Company is currently not aware of any

issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is

subject to income tax examinations by major taxing authorities since inception.

Company may be subject to potential examination by federal, state, and city taxing authorities in the areas of income taxes.

potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions,

and compliance with federal, state, and city tax laws.

The Company’s management does not expect that the total amount of

unrecognized tax benefits will materially change over the next twelve months.

For convenience, the term is used

to refer to either earnings or loss per share.

EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification.

Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders

(the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.

Income available to

common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid)

and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations

(if that amount appears in the income statement) and also from net income.

The computation of diluted EPS is similar to the computation

of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding

if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common

shares issuable through contingent shares issuance arrangement, stock options or warrants.

following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable

to common stockholders per common share.

the Years Ended

income attributable to common stockholders

of dilutive securities:

average common shares outstanding - basic

securities (a):

average common shares outstanding and assumed conversion –

net income per common share

- Anti-dilutive securities excluded:

taxes are provided in accordance with ASC No.

Accounting for Income Taxes ”.

A deferred tax asset or liability

is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense

(benefit) results from the net change during the period of deferred tax assets and liabilities.

tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all

of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws

and rates on the date of enactment.

As of January 31, 2021 and 2020, the Company recognized a deferred tax asset of $744,973 and

$0, respectively, which is included in other long-term assets on the consolidated balance sheets.

The Company regularly evaluates the

need for a valuation allowance related to the deferred tax asset.

Company is no longer subject to tax examinations by tax authorities for years prior to 2018.

response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“

CARES Act ”) was signed

into law in March 2020.

The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“

Tax Act ”).

Corporate taxpayers may carryback net operating losses ( “NOLs ”) originating between 2018 and

2020 for up to five years, which was not previously allowed under the 2017 Tax Act.

The CARES Act also eliminates the 80% of taxable

income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2018, 2019 or 2020.

Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income (30% limit under

the 2017 Tax Act) for 2019 and 2020.

The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020 for

the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted by the

2017 Tax Act.

addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property

generally eligible for 15-year cost-recovery and 100% bonus depreciation.

The enactment of the CARES Act did not result in any material

adjustments to the income tax provision.

Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

1 unchanged sentence

(a) affiliates of the Company (“Affiliate”

means, with respect

to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled

by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act);

(b) entities for which investments in their equity securities would be required, absent the election of the fair value option

under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity;

(c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship

of management;

(d) principal owners of the Company;

means, with respect to any

specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is

under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act);

for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value

Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity;

of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management;

(d) principal owners

of the Company;

(e) management of the Company;

(f) other parties with which the Company may

deal if one party controls or can significantly influence the management or operating policies of the other to an extent that

one of the transacting parties might be prevented from fully pursuing its own separate interests;

and (g) other parties that can

significantly influence the management or operating policies of the transacting parties or that have an ownership interest in

one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties

might be prevented from fully pursuing its own separate interests.

(f) other parties with which the Company may deal if one party controls or can significantly

influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from

fully pursuing its own separate interests;

and (g) other parties that can significantly influence the management or operating policies

of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other

to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Accounting Pronouncements

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.

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, “

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 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 condensed consolidated financial statements.

Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure.

Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed

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

Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as

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

3 - Property and Equipment:

and equipment on January 31, 2021 and January 31, 2020 are as follows:

January 31, 2020

January 31, 2019

Machinery and Equipment

Furniture and Fixtures

Leasehold Improvements

and Equipment

Accumulated Depreciation

2 unchanged sentences

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.

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.

December 31, 2011, the investment was written down to $0 due to losses incurred by MO.

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.

At January 31, 2021 and January 31, 2020, the Company’s

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

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

4 unchanged sentences

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

the years ended January 31, 2020 and 2019, the Company generated $53,984 and $106,596 in revenues from MO, respectively.

As of January 31, 2020 and January 31, 2019,

the Company had a receivable of $1,604 and $57,374 due from MO, respectively.

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

For the years ended January 31, 2020 and 2019,

the Company recorded $48,000 and $48,000 in commission expense from WWS, Inc.

generated sales, respectively.

the years ended January 31, 2021 and 2020, the Company generated approximately $0 and $53,984 in revenues from MO, respectively.

of January 31, 2021 and 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 years ended January 31, 2021 and 2020, the Company recorded $48,000 and $48,000 in commission expense from WWS, Inc.

generated sales,

respectively.

Payable –

2 unchanged sentences

The notes bear interest at a rate of 4% per annum and matured on December 31, 2016.

The notes were subsequently extended until

January 2024.

As of January 31, 2020 and 2019, the outstanding principal balance of the notes was $109,844.

The notes were subsequently extended until January

As of January 31, 2021 and 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.

31, 2020 and 2019, there was $400,000 of principal outstanding.

The advances were due on January 2024.

At January 31,

2021 and 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

on January 2024.

At January 31, 2020 and 2019, there was $132,000 of principal outstanding, respectively.

the years ended January 31, 2020 and 2019, the Company recorded interest expense of $44,131 and $45,150, respectively, related

to the above related party notes payable.

As of January 31, 2020 and 2019, there was $2,863 and $48,141 of accrued interest on

the above related party notes, respectively.

The advances were due on January

At January 31, 2021 and 2020, there was $0 and $132,000 of principal outstanding, respectively.

the years ended January 31, 2021 and 2020, the Company recorded interest expense of $23,550 and $44,131, respectively, related to the

above related party notes payable.

At January 31, 2021 and 2020, there was $0 and $2,863, respectively, of accrued interest on the above

related party notes.

Related Party Transactions

the years ended January 31, 2021 and 2020, the Company reimbursed an entity 100% owned by the CEO of the Company for certain investor

relation conference expenses totaling $29,503 and $15,722, respectively.

the year ended January 31, 2021, members of the board of directors and officers exercised 940,807 warrants with exercise price of $1

in exchange for 940,807 shares of common stock.

6 - Loan and Security Agreement

January 4, 2019, the Company entered into a $2.5 million five-year note with M&T Bank at LIBOR plus four points with

repayments in equal payments over 60 months.

The new facility is supported by a first priority security interest in all of the

Company’s business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty

by the Company’s Chief Executive Officer, Carl Wolf.

The Company recorded $89,321 as a debt discount and will be amortized

over the remaining life of the note using the effective interest method.

There was unamortized debt discount of $17,864 and $85,599

as of January 31, 2020 and 2019, respectively.

The outstanding balance on the term loan was $441,663 and $2,500,000 as of January

31, 2020 and 2019, 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

points with a two-year expiration.

On January 29, 2020, the facility was amended to increase the total available balance to $4.0

million as well as extend the maturity date to June 30, 2022.

The facility is supported by a first priority security interest

in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants and

a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf.

Advances under the line of credit are limited to

eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain

asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation).

January 4, 2019, the Company entered into a $2.5 million five-year note with M&T Bank at LIBOR plus four points with repayments in

equal payments over 60 months.

The new facility is supported by a first priority security interest in all of the Company’s business

assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief

Executive Officer, Carl Wolf.

The Company recorded $89,321 as a debt discount and will be amortized over the remaining life of the note

using the effective interest method.

There was unamortized debt discount of $0 and $17,864 as of January 31, 2021 and January 31, 2020,

respectively.

The outstanding balance on the term loan was $0 and $441,663 as of January 31, 2021 and 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 points

with a two-year expiration.

On January 29, 2020, the facility was amended to increase the total available balance to $4.0 million as

well as extend the maturity date to June 30, 2022.

The facility is supported by a first priority security interest in all of the Company’s

business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s

Chief Executive Officer, Carl Wolf.

Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable

(which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of

eligible inventory (which is subject to an agreed dollar limitation).

All advances under the line of credit are due upon maturity.

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

$2,612,034 as of January 31, 2020 and 2019, respectively.

maturities of all debt (excluding debt discount discussed above in Notes 5 and 6) are as follows:

For the Years Ending January 31,

outstanding balance on the line of credit was $0 and $2,997,348 as of January 31, 2021 and 2020, respectively.

the year ended January 31, 2021, the Company paid total interest of $78,032 to M&T Bank for the above agreements.

Promissory Note

April 21, 2020, the Company entered into a term note with its principal bank, M&T, with a principal amount of $330,505 pursuant to

the Paycheck Protection Program (“

PPP Term Note ”) under the Coronavirus Aid, Relief, and Economic Security Act (the

CARES Act ”).

The PPP Loan is evidenced by a promissory note.

The PPP Term Note bears interest at a fixed annual rate

of 1.00%, with the first six months of interest deferred.

The Company returned the $330,505 received from the Paycheck Protection Program

on May 6, 2020, inclusive of interest.

Company determines if an arrangement contains a lease at inception.

ROU assets represent the right to use an underlying asset

for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and

liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease

ROU assets represent the right to use an underlying asset for the

lease term and lease liabilities represent the obligation to make lease payments arising from the lease.

ROU assets and liabilities are

recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

Company’s leases consist of leaseholds on office space, manufacturing space and machinery and equipment.

The Company utilized

a portfolio approach in determining the discount rate.

The portfolio approach takes into consideration the range of the term,

the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing

rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments.

The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics

when calculating the incremental borrowing rates.

The Company utilized a

portfolio approach in determining the discount rate.

The portfolio approach takes into consideration the range of the term, the range

of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived

from information available at the lease commencement date, in determining the present value of lease payments.

The Company also considered

its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental

borrowing rates.

lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual

value guarantees.

Future obligations relating to the exercise of renewal options is included in the measurement if, based on the

judgment of management, the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is

reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal

rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the

option is not exercised.

Management reasonably plans to exercise all options, and as such, all renewal options are included in

the measurement of the right-of-use assets and operating lease liabilities.

These operating

leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees.

Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management,

the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is reasonably certain of exercise

include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the

presence of factors that would cause a significant economic penalty to the Company if the option is not exercised.

Management reasonably

plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating

lease liabilities.

with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

Company recognizes lease expense for these leases on a straight-line basis over the lease term.

The Company recognizes variable

lease payments in the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an

index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are

recognized in the period incurred.

The Company recognizes variable lease

payments in the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate

are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period

components of lease expense were as follows:

January 31, 2020

Finance leases:

Depreciation of assets

Interest on lease liabilities

Operating leases

Short-term lease

Total net lease cost

the Year Ended

on lease liabilities

net lease cost

balance sheet information related to leases was as follows:

January 31, 2020

Operating leases:

Operating lease ROU assets

Current operating lease liabilities, included in current liabilities

Noncurrent operating lease liabilities, included in long-term liabilities

Total operating lease liabilities

Finance leases:

Property and equipment, at cost

Accumulated depreciation

Property and equipment, net

Current obligations of finance leases, included in current portion of long-term debt

Finance leases, net of current obligations, included in long-term debt

Total finance lease liabilities

lease ROU assets

operating lease liabilities, included in current liabilities

operating lease liabilities, included in long-term liabilities

operating lease liabilities

and equipment, at cost

and equipment, net

obligations of finance lease liabilities, included in current liabilities

leases, net of current obligations, included in long-term liabilities

finance lease liabilities

cash flow and other information related to leases was as follows:

January 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Financing cash flows from finance leases

ROU assets obtained in exchange for lease liabilities:

Operating leases

Finance leases

Weighted average remaining lease term (in years):

Operating leases

Finance leases

Weighted average discount rate:

Operating leases

Finance leases

future minimum payments required under the lease obligations as of January 31, 2020 are as follows:

Twelve Months Ending January 31,

Total lease payments

the Year Ended January 31, 2021

the Year Ended January 31, 2020

paid for amounts included in the measurement of lease liabilities:

cash flows from operating leases

cash flows from finance leases

assets obtained in exchange for lease liabilities:

average remaining lease term (in years):

average discount rate:

the Twelve Months Ending January 31,

lease payments

amounts representing interest

Total lease obligations

lease obligations

9 - Concentrations

the year ended January 31, 2020, the Company earned revenues from three customers representing approximately 46%, 11% and 10%

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, 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.

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% of gross sales.

As of January 31, 2019, three customers represented approximately 44%,

19% and 13% of total gross outstanding receivables, respectively.

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

respectively.

10 - Stockholders’

June 1, 2019, the Company issued 125,000 shares of its common stock to a consultant for services to be rendered.

At the date of

grant, the shares had a fair value of $71,875 and is included in prepaid expenses on the consolidated balance sheets.

year ended January 31, 2020, the Company recorded $17,671 of stock-based compensation related to these shares.

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

Weighted Average Exercise Price

Outstanding –

Exercise Price

January 31, 2019

Exercisable –

January 31, 2019

Forfeited/Cancelled

Outstanding –

January 31, 2020

Exercisable –

January 31, 2020

Forfeited/Cancelled

Outstanding –

January 31, 2021

Exercisable –

January 31, 2021

Options Outstanding

Options Exercisable

Life (in years)

Exercise Price

Number Outstanding

Weighted Average Exercise Price

$ 0.39 –

Exercise Price

January 31, 2021, the total intrinsic value of options outstanding and exercisable was $1,021,141 and $1,011,853, respectively.

the year ended January 31, 2020, the Company issued to 265,000 options to the members of the Board of Directors and an employee.

The options have an exercise price range of $0.52 to $0.74 per share, a term of 5 years, and 1-year vesting.

The options have

an aggregated fair value of approximately $94,374 that was calculated using the Black-Scholes option-pricing model based on the

assumptions discussed above in Note 2.

the year ended January 31, 2019, 40,000 options were exercised by the option holders.

The Company issued 40,000 shares of common

stock as a result of this exercise and received proceeds of $40,000.

No options were exercised during the year ended January 31,

the years ended January 31, 2020 and 2019, the Company recognized share-based compensation related to options of an aggregate

of $76,191 and $162,494, respectively.

the year ended January 31, 2021, three employees exercised a total of 24,000 options at an exercise price of $0.60 per share for aggregate

proceeds of $14,400.

No options were exercised during

the year ended January 31, 2020.

the year ended January 31, 2021, 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 $6,682 that was calculated using

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

the years ended January 31, 2021 and 2020, the Company recognized share-based compensation related to options of an aggregate of $52,895

and $76,191, respectively.

At January 31, 2021, unrecognized share-based compensation was $1,933.

In January 2021, the Company extended

all employee options for 5 years and director options that were set to expire in April 2021 for a period of two years to

April 2023 using the assumptions in Note 2.

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

Weighted Average

Exercise Price

Outstanding –

January 31, 2019

Exercisable –

January 31, 2019

Forfeited/Cancelled

Outstanding –

January 31, 2020

Exercisable –

January 31, 2020

Forfeited/Cancelled

Outstanding –

January 31, 2021

Exercisable –

January 31, 2021

Warrants Outstanding

Warrants Exercisable

Exercise Price

January 31, 2020, the total intrinsic value of warrants outstanding and exercisable was $2,967,765 and $2,967,765, respectively.

the year ended January 31, 2020, no warrants were exercised by the warrant holders.

the year ended January 31, 2019, 482,734 warrants were exercised by the warrant holders on a cashless basis.

The Company issued

72,804 shares of common stock as a result of this exercise.

the year ended January 31, 2021, warrant holders exercised a total of 3,631,733 warrants and the Company issued 3,588,490 shares of common

stock as a result of these exercises and received net proceeds of $3,773,182 which included $87,000 paid to the placement agent.

3,631,733 exercised warrants, 80,000 warrants were exercised on a cashless basis by Spartan Capital and the Company issued 36,757 shares

of common stock.

11 - Commitments and Contingencies

maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires.

Insurance recoveries

received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition costs,

and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries

are resolved.

Gains on insurance recoveries related to business interruption are recorded within “Cost of sales”

and any gains

or losses related to property damage are recorded within Other income (expense) on the consolidated statements of income.

December 7, 2020, the Company experienced a fire at its plant in a spiral oven.

The spiral oven was rebuilt and was fully put back

into service in late February 2021.

The estimated loss is approximately $656,700 which includes loss of business, the rebuild of the

spiral oven, additional expenses to clean plant and lost material and packaging.

To date, the Company has recorded approximately

$110,000 as an offset against labor expenses and $6,817 in raw material and packaging loss.

The Company recorded the above $116,817 in prepaid expenses on the consolidated

balance sheets.

The Company has been reimbursed

partially against the property damages for $93,870.

The Company is awaiting the approval of the remaining balance of its property

losses and business income claim from the insurance carrier.

As of the date of these financials, the Company does not have final

approved numbers for the loss.

Claims and Assessments

time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time

to time that may harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe

will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may

harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually

or in the aggregate, a material adverse effect on its business, financial condition or operating results.

and Royalty Agreements

March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of

the Agreement the Licensor shall develop for the Company 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”).

Under the terms of the Agreement

the Licensor shall develop for the Company 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”).

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

Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for

the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and

License Agreement.

Upon acceptance of

a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production

of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date.

3 unchanged sentences

of Net Sales for each Agreement year;

2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement

and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

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

Agreement Year

to be Paid with

Respect to Such

Agreement Year

1 st and 2 nd

3 rd and 4 th

5 th , 6 th and 7 th

2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year;

of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

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

6 th and 7 th

10 th and thereafter

Company incurred $463,540 and $413,497 of royalty expenses for the years ended January 31, 2020 and 2019.

Royalty expenses are

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

and thereafter

Company incurred $539,801 and $463,540 of royalty expenses for the years ended January 31, 2021 and 2020, respectively.

Royalty expenses

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

with Placement Agents and Finders

1 unchanged sentence

effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, the Company

shall pay to Spartan a non-refundable monthly fee of $10,000 through October 1, 2015.

The monthly fee shall survive any termination

of the Agreement.

Additionally, (i) if at least $4,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable

fee of $5,000 per month from November 1, 2015 through October 2017;

and (ii) if at least $5,000,000 is raised in the Financing,

the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2017 through October 2019.

If $10,000,000

or more is raised in the Financing, the Company shall issue to Spartan shares of its common stock having an aggregate value of

$5,000 (as determined by reference to the average volume weighted average trading price for the last five trading days of the

immediately preceding month) on the first day of each month during the period from November 1, 2015 through October 1, 2019.

Pursuant to the Spartan Advisory Agreement, the Company shall

pay to Spartan a non-refundable monthly fee of $10,000 through October 1, 2015.

The monthly fee shall survive any termination of the

Additionally, (i) if at least $4,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee

of $5,000 per month from November 1, 2015 through October 2017;

and (ii) if at least $5,000,000 is raised in the Financing, the Company

shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2017 through October 2019.

If $10,000,000 or more is raised

in the Financing, the Company shall issue to Spartan shares of its common stock having an aggregate value of $5,000 (as determined by

reference to the average volume weighted average trading price for the last five trading days of the immediately preceding month) on

the first day of each month during the period from November 1, 2015 through October 1, 2019.

Company, upon closing of the Financing, shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate

gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by

The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five-year

warrants to purchase a number of shares of the Company’s common stock equal to 10% of the number of shares of common stock

(and/or shares of common stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable

securities) sold at such closing.

The warrants shall be exercisable at any time during the five-year period commencing on the

closing to which they relate at an exercise price equal to the purchase price per share of common stock paid by investors in the

Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price

If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein

with respect to each such closing.

the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company

shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan.

The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five-year warrants to purchase

a number of shares of the Company’s common stock equal to 10% of the number of shares of common stock (and/or shares of common

stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing.

The warrants shall be exercisable at any time during the five-year period commencing on the closing to which they relate at an exercise

price equal to the purchase price per share of common stock paid by investors in the Financing or, in the case of exercisable, convertible,

or exchangeable securities, the exercise, conversion or exchange price thereof.

If the Financing is consummated by means of more than

one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay

to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

Company entered into an Advisory Agreement with Spartan effective June 1, 2019 (the “Advisory Agreement”).

to the agreement, the Company shall pay to Spartan a non-refundable monthly fee of $5,000 over a 21-month period.

Additionally,

the Company granted Spartan 125,000 shares of common stock which are considered fully-paid and non-assessable upon execution of

the agreement.

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 suitable personal for management and Board positions (iii) developing corporate structure and finance strategies,

(iv) assisting the Company with strategic introductions, (v) assisting management with enhancing corporate and shareholder value,

and (vi) introducing the Company to potential investors (collectively, the “Advisory Services”).

The advisory agreement

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

12 - Income Tax Provision (Benefit)

income tax provision (benefit) consists of the following:

Pursuant to the

agreement, the Company shall pay to Spartan a non-refundable monthly fee of $5,000 over a 21-month period.

Additionally, the Company

granted Spartan 125,000 shares of common stock which are considered fully-paid and non-assessable upon execution of the agreement.

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 suitable

personal for management and Board positions (iii) developing corporate structure and finance strategies, (iv) assisting the Company with

strategic introductions, (v) assisting management with enhancing corporate and shareholder value, and (vi) introducing the Company to

potential investors (collectively, the “Advisory Services”).

The advisory agreement 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 million).

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”).

12 - Income Tax Provision

income tax provision consists of the following:

January 31, 2021

1 unchanged sentence

State and Local

Change in valuation allowance

Income tax provision (benefit)

Income tax benefit

December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law.

Prior to the enactment of

the Tax Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%.

The Tax Reform Bill reduced the

federal tax rate to 21% resulting in the re-measurement of the deferred tax asset as of January 31, 2018.

Beginning January 1,

2018, the lower tax rate of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during

Prior to the enactment of the Tax

Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%.

The Tax Reform Bill reduced the federal tax rate

to 21% resulting in the re-measurement of the deferred tax asset as of January 31, 2018.

Beginning January 1, 2018, the lower tax rate

of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2019.

Company has U.S.

federal net operating loss carryovers (NOLs) of approximately $9.5 million and $10.8 million at January 31, 2020

and 2019, respectively, available to offset taxable income through 2034.

If not used, these NOLs may be subject to limitation

under Internal Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations.

The Company plans on undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit

the utilization of the net operating loss carryovers.

The Company also has New Jersey State Net Operating Loss carry overs of

$8.8 million and $10.0 million at January 31, 2020 and 2019, respectively, available to offset future taxable income through 2035.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or

all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon future

generation for taxable income during the periods in which temporary differences representing net future deductible amounts become

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning

strategies in making this assessment.

After consideration of all the information available, Management believes that significant

uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation

For the years ended January 31, 2020 and 2019, the change in the valuation allowance was $675,896 and $383,948,

respectively.

federal net operating loss carryovers (NOLs) of approximately $3.8 million and $9.5 million at January 31, 2021 and

2020, respectively, available to offset taxable income through 2034.

If not used, these NOLs may be subject to limitation under Internal

Revenue Code Section 382 should there be a greater than 50% ownership change as determined under the regulations.

The Company plans on

undertaking a detailed analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the

net operating loss carryovers.

The Company also has New Jersey State Net Operating Loss carry overs of $5.2 million and $8.8 million

at January 31, 2021 and 2020, respectively, available to offset future taxable income through 2035.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon future generation for

taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this

For the years ended January 31, 2021 and 2020, the change in the valuation allowance was $(2,177,802) and $675,896, respectively.

Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s

financial statements.

ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain

positions that the Company has taken or expects to take in its tax return.

For those benefits to be recognized, a tax position

must be more-likely-than-not to be sustained upon examination by taxing authorities.

Differences between tax positions taken or

expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to

as “unrecognized benefits.”

A liability is recognized (or amount of net operating loss carry forward or amount of

tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation

to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions

that the Company has taken or expects to take in its tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not

to be sustained upon examination by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return

and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.”

liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit

because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized

as a result of applying the provisions of ASC 740.

applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other

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in the statement of operations.

Penalties would be recognized as a component of “General

and administrative.”

Penalties would be recognized as a component of “General and administrative.”

interest or penalties on unpaid tax were recorded during the years ended January 31, 2021 and 2020, respectively.

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and 2020, no liability for unrecognized tax benefits was required to be reported.

The Company does not expect any significant

changes in its unrecognized tax benefits in the next year.

The Company does not expect any significant changes

in its unrecognized tax benefits in the next year.

Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following:

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Net operating loss carryovers

Share-based compensation

Capitalized start-up and organization costs

Right of use liability

Total deferred tax assets

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Deferred Tax Liabilities

Right of use asset

Other deferred tax liabilities

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State income tax, net of federal benefit

Deferred tax adjustment

Change in valuation allowance

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Revision of Prior Year Financial Statements

Company’s corrections of the prior year financial statements were a result of the following:

encountered a billing error with one of its customers which resulted in overstated

incorrectly classified supplies as inventories.

accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial

Statements the Company determined that previously issued financial statements for the fiscal year ended January 31, 2019 should

be revised to reflect the correction of these errors.

a result of the aforementioned correction of accounting errors, the relevant financial statements have been revised as

on respective financial statements are as noted below:

Previously Reported

Current Assets

Stockholders’

$ (17,580,255

$ (17,676,804

Stockholders’

Liabilities and Stockholders’

Company identified and recorded a prior period adjustment related to promotion expenses that should have been recorded in the year

ended January 31, 2020 as an offset to revenue as discussed in the Company’s revenue recognition policy instead of general and

administrative expenses as originally recorded.

The adjustment was reflected as a $1,086,982 decrease in Sales net of slotting fees and

corresponding decrease in General and administrative expenses.

accordance with the guidance provided by the SEC’s Staff Accounting Bulletin 99, Materiality and Staff Accounting Bulletin

108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements

the Company determined that previously issued financial statements for the fiscal year ended January 31, 2020 should be revised to reflect

the correction of these errors.

a result of the aforementioned correction of accounting errors, the relevant financial statements have been revised as follows:

For the year ended January 31, 2020

As Previously Reported

Statement of Operations

Statement of Income

Sales –

net of slotting fees and discounts

Cost of sales

$ (1,086,982 )

General and administrative expenses

Operating expenses

Income from operations

Net income attributable to common stockholders

Basic and diluted income per share

Statements of Cash Flows

Accounts receivable

Net Cash Provided by Operating Activities

For the year ended January

As Previously Reported

Statement of Stockholders’

Accumulated deficit ending balance

$ (17,580,255 )

$ (17,676,804 )

Total stockholders’

deficit ending balance

$ (1,182,148 )

$ (1,278,697 )

Subsequent Events

Company has evaluated subsequent events through the date the financial statements were available to be issued.

Based on this evaluation,

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

December 2019, an outbreak of a novel strain of coronavirus (COVID-19) originated in Wuhan, China, and has since spread to a number

of other countries, including the United States.

On March 11, 2020, the World Health Organization characterized COVID-19 as a

In addition, as of the time of the filing of this Annual Report on Form 10-K, several states in the United States, including

New Jersey, where the Company is headquartered, have declared states of emergency, and several countries around the world,

including the United States, have taken steps to restrict travel.

While all of the Company’s operations are located

in the United States, it participates in a global supply chain, and the existence of a worldwide pandemic, the fear associated

with COVID-19, or any, pandemic, and the reactions of governments around the world in response to COVID-19, or any, pandemic,

to regulate the flow of labor and products and impede the travel of personnel, may impact its ability to conduct normal

business operations, which could adversely affect the Company’s results of operations and liquidity.

to the Company’s supply chain and business operations, or to its suppliers’

or customers’

chains and business operations, could include disruptions from the closure of supplier and manufacturer facilities, interruptions

in the supply of raw materials and components, personnel absences, or restrictions on the shipment of its suppliers’

or customers’

products, any of which could have adverse ripple effects on the Company’s manufacturing output

and delivery schedule.

If the Company needs to close any of its facilities or a critical number of our employees

become too ill to work, the production ability could be materially adversely affected in a rapid manner.

Similarly, if the

Company’s customers experience adverse business consequences due to COVID-19, or any other, pandemic, demand for its

products could also be materially adversely affected in a rapid manner.

Global health concerns, such as COVID-19, could also

result in social, economic, and labor instability in the countries and localities in which the Company or its suppliers

and customers operate.

Any of these uncertainties could have a material adverse effect on the business, financial condition

or results of operations.

In addition, a catastrophic event that results in the destruction or disruption of the Company’s

data centers or its critical business or information technology systems would severely affect the ability to

conduct normal business operations and, as a result, the operating results would be adversely affected.

On April 21, 2020, the Company was

advised that its principal bank, M&T, had approved a $330,000 loan under the Paycheck Protection Program (PPP) pursuant to

the Coronavirus Aid, Relief and Economic Security (CARES) Act that was signed into law on March 27, 2020.

small business, MamaMancini’s has qualified for the PPP, which allows businesses and nonprofits with fewer than 500 employees

to obtain loans of up to $10 million to incent companies to maintain their workers as they manage the business disruptions caused

by the COVID-19 pandemic.

The Loan, evidenced by a promissory

note to M&T Bank as lender, has a term of two years, is unsecured, and is guaranteed by the Small Business Administration

The loan bears interest at a fixed rate of one percent per annum, with the first six months of interest and principal deferred.

Some or all of the Loan may be forgiven if at least 75 percent of the Loan proceeds are used by MamaMancini’s to cover payroll

costs, including benefits and if the Company maintains its employment and compensation within certain parameters during the eight-week

period following the loan origination date and complies with other relevant conditions.

As written in the CARES Act, MamaMancini’s

expects to utilize these funds to cover payroll costs to allow for continuous, high-quality operations.

than the above-stated Subsequent Event, the Company has evaluated the existence of events and transactions subsequent to the balance

sheet date through the date the consolidated financial statements were issued and has determined that there were no significant

subsequent events or transactions that would require recognition or disclosure in the financial statements.

has evaluated subsequent events through the date the financial statements were available to be issued.

Based on this evaluation, the

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

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 9A. Controls and Procedures