What changed in this filing

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Item 9A. Controls and Procedures

2022-05-27 compared with 2021-04-21 · 956 added, 823 removed, 820 unchanged (68% of the section changed)

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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) 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.

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

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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’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.

of financial statements for external purposes in accordance with generally accepted accounting principles.

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

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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.

As permitted by the Securities and Exchange Commission, companies are allowed

to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition and

management elected to exclude the operations of T&L Creative Salads and Olive Branch from its assessment of internal control over

financial reporting as of January 31, 2022, as they were acquired on December 29, 2021.

of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was not effective

including the following material weakness:

sufficient accounting staff to appropriately segregate duties and leverage decision makers

to consolidate new entities and complete timely reporting of financial data

Lacked sufficient orientation and experience with new ERP systems platform

which hindered productivity and required additional supervision delaying timely reporting of financial statements.

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

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

of the SEC that permit us to provide only the management’s report in this annual report.

Remediation Initiatives

response to identified deficiencies, subsequent to year-end and beginning in the first quarter of fiscal year ended January 31, 2023,

Management has implemented the following actions to improve controls and reporting capabilities going forward:

a Company executive’s responsibilities to focus solely on day-to-day accuracy of financial

transactions, consolidation of subsidiary accounting and timely reporting of results in support

of our Chief Financial Officer.

Retained Third Party NetSuite Platform expertise to improve ready access

to knowledge for problem solving and staff training,

additional staff to address analysis of accounts payable and accounts receivable to improve workload demands and further segregate

a Third party accountant to review accounting processes and procedures and advise on improvements, including but not limited to simplifying

the Company’s approach to gross profit calculation.

an outside accounting firm to assist in the preparation and presentation of financial statements.

intends to execute the following initiatives in addition to the aforementioned actions in order to improve the Company’s financial

a Corporate Controller on staff with responsibility for oversight of financial statement

all subsidiaries including recent acquisitions onto the Company’s recently-implemented

NetSuite platform so that all Company subsidiaries and departments operate on a consistent

basis and platform.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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.

the last quarter of the Company’s fiscal year ended January 31, 2022, there were no changes in the Company’s internal control

over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially

affect, the Company’s internal control over financial reporting.

on the Effectiveness of Controls .

A control system, no matter how well conceived and operated, can provide only reasonable,

not absolute, assurance that the objectives of the control system are met.

Because of the inherent limitations in all control systems,

no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected.

Other Information.

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Vice President and Director

D’Agostino

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.

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:

Wolf has served as Chief

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

Wolf was 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 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 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,

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

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 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

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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.

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.

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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.

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.

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.

He was also employed by Elaut USA, Inc.

from April 4, 2013 through July

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

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

Morgenstein was Corporate Controller & VP of Finance.

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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,

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evaluating Mr.

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

Burns’ 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.

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

D’Agostino has over 35 years of experience in the management and ownership of food brokerage and food distribution companies.

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

Beginning in March 2001

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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.

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.

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

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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

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,

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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.

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

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.

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

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.

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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 30 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.

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

From June 2009 to May 2022, he

served 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.

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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

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governance committee.

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

Our board of directors

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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

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

an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board.

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

an avenue of communication among the independent auditors, management, the Company’s accounting personnel, and the Board.

and provide oversight for the independent auditors engaged to perform the audit of the financial statements.

the scope of the independent auditors’

the financial statements and the independent auditors’

the scope of the independent auditors’ examination.

the financial statements and the independent auditors’ report.

areas of potential significant financial risk to the Company.

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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”).

other related tasks as requested by the Board.

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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.

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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

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

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.

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.

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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.

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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

between the Company’s risk management policies and practices, corporate strategy and compensation policies and practices.

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

between the Company’s risk management policies and practices, corporate strategy and compensation policies and practices.

Compensation Committee consists of Mr.

D’Agostino who serves as Chairman, and Mr.

Dean Janeway and Mr.

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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

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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

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

Governance Guidelines and conduct searches for prospective directors whose skills and attributes reflect these criteria.

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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

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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’

changes in circumstances

in accordance with the Company’s Corporate Governance Guidelines.

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

compensation, consistent with the Company’s

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

in accordance with the Company’s Corporate Governance Guidelines.

and make recommendations to the Board regarding policies relating to directors’ compensation, consistent with 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.

evaluate and make recommendations to the Board regarding the Committee’s performance and adequacy of this Charter.

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.

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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 Committee.

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Janeway who serves as Chairman, Mr.

D’Agostino, Mr.

Haley and Mr.

DIVERSITY MATRIX

August 6, 2021, the SEC approved Nasdaq Listing Rule 5605(f) regarding board diversity.

Under the rule, NASDAQ-listed companies

must include at least one diverse director prior to August 6, 2023 and at least two diverse directors by August 6, 2026.

The composition

of our Board does not currently include two individuals who are diverse under the Nasdaq Listing Rule 5605(f), as presented in the

below Board Diversity Matrix.

Under Nasdaq Listing Rule 5605(f) directors who self-identify as (i) female, (ii) an underrepresented

minority or (iii) LGBTQ+ are defined as being diverse.

The following chart summarizes certain self-identified personal characteristics

of our directors, in accordance with Nasdaq Listing Rule 5605(f) Each term used in the table has the meaning given to it in the rule

and related instructions.

Diversity Matrix (As of May 19, 2022)

Number of Directors

Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

who are Military Veterans

Company intends to recruit additional qualified directors within the above-indicated time frames in order to comply with Nasdaq Listing

Rule 5605(f).

of Business Conduct and Ethics

January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc.

(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.

January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc.

(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.

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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

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Non-Equity Incentive Plan Compensation

Non-Qualified Deferred Compensation Earnings

Non-Qualified Deferred Compensation

All Other Compensation ($)

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

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, 2020, 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.

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.

Morgenstein was granted 7,500 options

to purchase common stock with a grant date value of $6,682.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Unexercisable

Executive Officer(1)

Vice President;

D’Agostino

Morgenstein(7)

Financial Officer

Mancini (Dougherty)(8)

de Pasquale(8)

Number of Securities Underlying Unexercised Options (#) Exercisable (b)

Number of Securities Underlying Unexercised Options (#) Unexercisable I

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#) (d)

Option Exercise Price ($) I

Option Expiration Date (f)

Number of Shares or Units of Stock That Have Not Vested (#) (g)

Number of Shares or Units of Stock That Have Not Vested ($) (h)

Chief Executive Officer(1)

Matthew Brown

Executive Vice President;

Alfred D’Agostino

Lawrence Morgenstein

Chief Financial Officer

Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013.

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

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

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

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

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

Non-Management

vest upon a change of control of the Company

executive officers who are members of our board of directors and the directors who are not considered independent under the corporate

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

governance rules of the NASDAQ Markets do not receive compensation from us for their service on our board of directors.

Brown do not 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.

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.

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.

considered independent directors under the corporate governance rules of the NASDAQ Markets receive compensation from us for their

service on our board of directors.

D’Agostino, Mr.

Stengel and Mr.

Janeway are paid $40,000

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

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

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Other Compensation ($)

D’Agostino (2)

Connor Haley (5)

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.

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

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

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

Haley was appointed as a director of the Company on June 24, 2021.

Stengel was appointed as a director of the Company on June 24, 2021.

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

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, 2022.

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As part of the agreement, Mr.

Wolf is subject to confidentiality provisions regarding MamaMancini’s,

and certain covenants not to compete.

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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

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.

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

Brown’s employment agreement was renewed for a period of one year on March 5, 2022.

As compensation for his services, Mr.

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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:

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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

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.

Unless terminated, Mr.

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

Morgenstein’s employment agreement automatically renews for successive

one-year terms.

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 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.

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.

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as of April 28, 2022 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)

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 (other than Executive Officers and Directors)

Executive Officers and Directors

D’Agostino

executive officers and directors as a group (9 persons)

Named Executive Officers and Directors

Matthew Brown

5,629,921 (4)

Lawrence Morgenstein

1,451,310 (6)

Alfred D’Agostino

1,010,242 (7)

Patrick Connor Haley

1,686,799 (10)

Michael Stengel

All 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

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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 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.

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

wife and 1,136,839 shares

Burns’ wife and 1,136,839 shares

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

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100,000 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.

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 an option to purchase

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

Share total also

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

Share total also includes

an option to purchase 100,000 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.

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

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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.

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.

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,

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

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

of common stock issued and outstanding.

At April 28, 2022, we had 35,758,792

shares of common stock issued and outstanding.

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

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shares of preferred stock as Series A Convertible Preferred stock.

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

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

Stock are issued and outstanding.

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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,

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of April 28, 2022, 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

of April 28, 2022, there outstanding options to purchase 669,000 shares of Company Common Stock at prices ranging from $0.39

to $1.38 per share.

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

currently lease 20,188 square feet in a fully contained facility at 184 Allen Boulevard, Farmingdale, NY from 148 Allen Blvd LLC for

production and distribution of T&L Creative Salads and Olive Branch products.

This property is owned by Anthony Morello, Jr.,

CEO of T&L Acquisition Corp, a 100% owned subsidiary of the company.

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.

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.

D’Agostino is the 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 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.

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

within the meaning of the applicable rules of the SEC and the NASDAQ Markets 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.

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

the NASDAQ Markets.

Principal Accounting Fees and Services.

Fees consist of assurance and related services that are reasonably related to the performance of the audit or review of our financial

This category includes fees related to the performance of audits and attest services not required by statute or regulations,

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

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

Audit Fees consist of assurance and related

services that are reasonably related to the performance of the audit or review of our financial statements.

This category includes fees

related to the performance of audits and attest services not required by statute or regulations, and accounts consultations regarding

the application of US GAAP to proposed transactions.

The aggregate audit fees billed for the fiscal years ended January

31, 2022 and January 31, 2021, were $111,300 and $75,115, 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 years ended

January 31, 2022 and January 31, 2021 were $1,750 and $0, respectively.

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

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

The aggregate Tax Fees billed for the

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

The aggregate tax fees billed for

the years ended January 31, 2022 and January 31, 2021 were $12,500 and $11,595, respectively.

Committee Pre-Approval Policies and Procedures

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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.

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1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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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

HOLDINGS, INC.

April 20, 2021

Executive Officer (Principal Executive Officer)

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Financial Officer

Alfred D’Agostino

D’Agostino

Alfred D’Agostino

Patrick Connor Haley

Michael Stengel

MAMAMANCINI’S

HOLDINGS, INC.

FINANCIAL STATEMENTS

Consolidated Balance Sheets as of January 31, 2021 and 2020

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

Consolidated Statements of Cash Flows for the Years Ended January 31, 2021 and 2020

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (Audit Firm ID:

Balance Sheets as of January 31, 2022 and 2021

Statements of Operations for the Years ended January 31, 2022 and 2021

Statements of Changes in Stockholders’ Equity for the Period from February 1, 2021 to January 31, 2022

Statements of Cash Flows for the Years ended January 31, 2022 and 2021

to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

the Board of Directors and

of MamaMancini’s Holdings, Inc.

on the Financial Statements

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

(the Company) as of January 31, 2022 and 2021, 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

the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended January

31, 2022, 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, 2022 and 2021, and the results of its operations

and its cash flows for each of the years in the two-year period ended January 31, 2022, 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.

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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.

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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

Combinations – Valuation of Acquired Intangible Assets

described in Note 2 to the consolidated financial statements, on December 29, 2021, the Company acquired T&L Creative Salads, Inc.

and Olive Branch Foods, LLC for purchase consideration of approximately $14 million.

The Company accounted for the acquisition in accordance

with ASC Topic 805, Business Combinations, which required the Company to exercise judgment and make estimates and assumptions based on

available information regarding the fair values of intangible assets as of the date of the acquisition.

identified the fair values of certain identifiable intangible assets, primarily goodwill, trademarks, trade names, and a customer list,

as critical audit matters.

The principal considerations for our determination included the following:

(i) changes in the key assumptions

could have a significant impact on the fair value of the intangible assets acquired, (ii) subjectivity and judgment required to determine

significant unobservable inputs and assumptions utilized by the Company in determining the fair value of the intangible assets, specifically

projected revenue growth rates, expected cash flow, royalty rates and discount rates and (iii) the appropriateness of the use of various

valuation models to determine the fair value of the intangible assets.

Auditing these factors involved especially challenging and subjective

auditor judgment due to the nature and extent of audit effort required to address the matters, including the extent of specialized skill

or knowledge needed.

primary procedures we performed to address this critical audit matter included:

the reasonableness of projected revenue growth rates and expected cash flow through:

evaluating the Company’s objectives, strategies, and related business risks, (ii) evaluating

consistency with available industry or other third-party reports or data, and (iii) evaluating

the Company’s relevant evidence and analysis for the significant assumptions.

personnel with specialized knowledge and skill with valuations to (i) assess the reasonableness

of royalty rates and discount rates utilized in the various valuation models and (ii) assess

the appropriateness of the various valuation models utilized by management to determine the

fair values of the intangible assets.

Rosenberg Rich Baker Berman, P.A.

have served as the Company’s auditor since 2011.

April 20, 2021

MamaMancini’s

have served as the Company’s auditor since 2011.

MamaMancini’s

Holdings, Inc.

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Property and equipment, net

Intangibles, net

Operating lease right of use assets, net

Deferred tax asset, net

Liabilities and Stockholders’

Deferred tax asset

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable and accrued expenses

Term loan, net of debt discount of $ 57,771 and $ 0 , respectively

Operating lease liability

Finance leases payable

Promissory note – related party

Total current liabilities

Line of credit –

Operating lease liability –

Finance leases payable –

Notes payable - related party

Line of credit

Operating lease liability – net of current

Finance leases payable – net of current

Promissory note – related party, net of current

Term loan – net of current

Total long-term liabilities

Total Liabilities

Commitments and contingencies

Stockholders’

Commitments and contingencies (Note 12)

Stockholders’ Equity:

Series A Preferred stock, $ 0.00001 par value;

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no shares issued and outstanding

Preferred stock, value

Common stock, $ 0.00001 par value;

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Treasury stock, 230,000 shares at cost, respectively

Total Stockholders’

Total Liabilities and Stockholders’

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes to the consolidated financial statements

MamaMancini’s

Holdings, Inc.

Statements of Income

the Years Ended January 31,

of slotting fees and discounts

and development

and administrative

Statements of Operations

For the Years Ended January 31,

Sales-net of slotting fees and discounts

Costs of sales

Operating expenses:

from operations

of debt discount

other expenses

income before income tax provision

income per common share

average common shares outstanding

Research and development

General and administrative

Total operating expenses

Income from operations

Other Income (Expense)

Amortization of debt discount

other income (expense)

Net income before income tax provision

Income tax (provision) benefit

Net (loss) income

$ ( 251,926 )

Net (loss) income per common share

Weighted average common shares outstanding

accompanying notes to the consolidated financial statements

MamaMancini’s

Holdings, Inc.

Statements of Changes in Stockholders’

Equity (Deficit)

Statements of Changes in Stockholders’ Equity

the Period from February 1, 2020 through January 31, 2022

A Preferred Stock

Stockholders’

February 1, 2019 (As Revised)

stock issued for services

options issued for services

January 31, 2020

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

MamaMancini’s

Series A Preferred Stock

Treasury Stock

Stockholders’

Balance, February 1, 2020

$ ( 149,500 )

$ ( 16,144,110 )

Stock Options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Balance, January 31, 2021

$ ( 149,500 )

$ ( 12,076,904 )

Stock options issued for services

Common stock issued for services

Common stock issued for exercise of options

Balance, January 31, 2022

$ ( 149,500 )

$ ( 12,328,830 )

MamaMancini’s

Holdings, Inc.

Statements of Cash Flows

the Year Ended January 31,

FLOWS FROM OPERATING ACTIVITIES:

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

of debt discount

of right of use assets

For the Year Ended January 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 251,926 )

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

Amortization of debt discount

Amortization of right of use assets

Amortization of intangibles

Share-based compensation

Change in deferred tax asset

in operating assets and liabilities:

payable and accrued expenses

lease liability

Cash Provided by Operating Activities

FLOWS FROM INVESTING ACTIVITIES:

paid for fixed assets

paid for intangible assets

Cash Used in Investing Activities

FLOWS FROM FINANCING ACTIVITIES:

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

Increase (Decrease) in Cash

- Beginning of Period

- End of Period

SUPPLEMENTARY

CASH FLOW INFORMATION:

Paid During the Period for:

SUPPLEMENTARY

DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

lease liability

lease asset additions

stock issued for services to be rendered

of software via contract liability

Changes in operating assets and liabilities:

Accounts receivable

Prepaid expenses

Security deposits

Accounts payable and accrued expenses

Operating lease liability

Net Cash Provided by Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for fixed assets

Cash paid for intangible assets

Acquisition of companies – net of cash acquired

( 10,408,542 )

Net Cash Used in Investing Activities

( 11,270,957 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of related party notes payable

Borrowings from term loan

Cash paid for financing fees

Repayments of term loan

Proceeds from promissory note

Repayment of promissory note

Borrowings (repayments) of line of credit, net

( 2,997,348 )

Repayment of capital lease obligations

Proceeds from exercise of options

Proceeds from exercise of warrants

Net Cash Provided by (Used in) Financing Activities

Net Increase (Decrease) in Cash

( 2,339,962 )

Cash - Beginning of Period

Cash - End of Period

SUPPLEMENTARY CASH FLOW INFORMATION:

Cash Paid During the Period for:

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Operating right of use asset additions

Finance lease asset additions

Acquisition of software via contract liability

Related party loan to finance acquisition

accompanying notes to the consolidated financial statements

MamaMancini’s

Holdings, Inc.

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of Operations

MamaMancini’s

Holdings, Inc.

(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.

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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 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.

December 29, 2021, the Company made two acquisitions which expand the Company’s core product lines, and access to specific

T&L Creative Salads, Inc.

(“T&L”) and Olive Branch, LLC (“OB”), are related premier gourmet

food manufacturers based in New York.

T&L offers a full line of foods for retail food chains and club stores, delis, bagel stores,

caterers and provision distributors.

T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth

by the USDA and the FDA.

Olive Branch started operations six years ago as a separate company to concentrate on selling olives, olive

mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers.

2 – Business Acquisitions

Company accounts for acquisitions in accordance with FASB ASC 805, “Business Combinations” (“ASC 805”), and goodwill

in accordance with ASC 350, “ Intangibles — Goodwill and Other” (“ASC 350”).

The excess of the purchase

price over the estimated fair value of net assets acquired in a business combination is recorded as goodwill.

ASC 805 specifies criteria

to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from

Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.

December 23, 2021, the Company announced the signing of definitive agreements for two acquisitions –T&L and OB, which are gourmet

food manufacturers based in New York.

The closing of these transactions was completed on December 29, 2021.

The Company acquired T&L

and OB for a combined purchase price of $ 14.0 million, including $ 11.0 million in cash at closing and $ 3.0 million in a promissory note.

The promissory note requires annual principal payments of $ 750,000 payable on each anniversary of the closing, together with accrued

interest at a rate of three and one-half ( 3.5 %) per annum.

The maker of the Note is T&L Acquisition Corp., a wholly-owned subsidiary

of the Company, is guaranteed by the Company.

The maker has a right of set-off against the balance due for any matters which are the

subject of an indemnification under the transaction agreements.

The cash payment was funded through cash on hand and a $ 7.5 million long-term

acquisition note from M&T Bank (see below).

Anthony Morello, Jr.

will remain as CEO of T&L Acquisition Corp.

December 29, 2021, the Company entered into a Multiple Disbursement Term Loan (“Loan”) with M&T Bank for the original

principal amount of $ 7,500,000 payable in monthly installments over a 60-month amortization period.

The Maturity Date of the Loan is

January 17, 2027 .

Interest is payable on the unpaid Principal Amount of the Loan at a variable rate per annum based on the Company’s

Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and Bank) established with respect to the Borrower

as of the date of any advance under the Loan as follows:

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.00 but less than

or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight) SOFR (as defined);

(ii) greater than 1.50 but less than or

equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or less, 3.12 percentage points above one-day SOFR.

In all events

set forth at subsections (i) through (iii) in the preceding sentence, if SOFR shall at any time be less than 0.25%, one-day SOFR shall

be deemed to be 0.25% and the foregoing margins shall be applied to the SOFR Index Floor .

of the proceeds of the Loan were utilized to fund the acquisition of T&L and OB.

year ended January 31, 2022, the Company incurred approximately $ 748,000 in

transaction costs for professional fees and other expenses, which are included in General and administration operating expenses on the

Consolidated Statements of Operations.

Of these fees, approximately $ 401,000

was paid to Spartan Capital Securities, LLC (See Note 12).

the period from December 29, 2021 to January 31, 2022, T&L had revenue and income before taxes of $ 2,846,184 and $ 44,281 ,

respectively.

For the period from December 29, 2021 to January 31, 2022, OB had revenue and income before taxes of $ 665,513 and

$ 12,420 , respectively.

following presents the unaudited pro-forma combined results of operations of T&L and OB with the Company as if the entities were

combined on February 1, 2020.

of Pro-forma Combined Results of Operation

For the Year Ended

Net income per share - basic

Weighted average number of shares outstanding

unaudited pro-forma results of operations are presented for information purposes only.

The unaudited pro-forma results of operations

are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2020 or

to project potential operating results as of any future date or for any future periods.

805 defines the acquirer in a business combination as the entity that obtains control of one or more businesses in a business combination

and establishes the acquisition date as the date the acquirer achieves control.

ASC 805 requires an acquirer to recognize the assets

acquired, the liabilities assumed, and any noncontrolling interest in the acquirer (if any) at the acquisition date, measured at their

fair values as of that date.

ASC 805 also requires the acquirer to recognize contingent consideration (if any) at the acquisition date,

measured at its fair value at that date.

following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

of Asset Acquired and Liabilities Assumed

Accounts receivable

Fixed assets, net

Total identified assets acquired

payable and accrued expenses

liabilities assumed

net assets acquired

acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the

identifiable tangible and intangible assets acquired and liabilities assumed.

The amounts used in computing the purchase price differ

from the amounts in the purchase agreements due to fair value measurement conventions prescribed by accounting standards.

intangible assets acquired include the trademarks and customer relationships.

allocation of purchase price is still deemed to be a preliminary allocation because of potential changes in the valuation of intangibles

and the acquired fixed assets.

goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

of the goodwill is deductible for tax purposes.

3 - Summary of Significant Accounting Policies

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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.

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

All intercompany

balances and transactions have been eliminated in consolidation.

of Consolidation

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

reporting period(s).

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

All inter-company balances and transactions have been eliminated.

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Company operates in an industry that is subject to intense competition and change in consumer demand.

The Company’s operations

are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business

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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.

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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.

At January 31, 2022, the Company had approximately $ 186,100

in cash balances that exceed federally insured

Receivable and Allowance for Doubtful Accounts

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of the following at January 31, 2022 and January 31, 2021:

of Inventories

January 31, 2022

January 31, 2021

Raw Materials

Work in Process

Finished goods

and Equipment

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lives for financial statement reporting of depreciation are:

and equipment

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

of Property and Equipment Estimated Useful Lives

Machinery and equipment

Furniture and fixtures

Leasehold improvements

(*) Amortized on a

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

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.

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

and Other - Internal-Use Software as intangible assets.

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.

November 2021, the Company finalized the implementation process and began to use the software license and recorded amortization of $ 7,303 .

Additionally,

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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

Company does not amortize goodwill or indefinite-lived intangible assets.

The Company tests goodwill for impairment annually as of January

31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below

its carrying amount (a “triggering event”).

Whenever events or circumstances change, entities have the option to first make

a qualitative evaluation about the likelihood of goodwill impairment.

If impairment is deemed more likely than not, management would

perform the two-step goodwill impairment test.

Otherwise, the two-step impairment test is not required.

In assessing the qualitative

factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting

The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying

amount involve significant judgements and assumptions.

The judgement and assumptions include the identification of macroeconomic conditions,

industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether

each relevant factor will impact the impairment test positively or negatively, and the magnitude of an such impact.

a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value.

A reporting unit’s

fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected

future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings.

value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount

exceeds the reporting unit’s fair value;

however, the loss recognized cannot exceed the total amount of goodwill allocated to that

reporting unit.

evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events

and circumstances continue to support an indefinite useful life.

If an intangible asset that is not being amortized is subsequently determined

to have a finite useful life, it is amortized prospectively over its estimated remaining useful life.

of January 31, 2022, there were no impairment losses recognized for goodwill.

intangibles consist of trademarks, trade names and customer relationships.

Intangible asset lives for financial statement reporting

of amortization are:

Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill

Tradenames and trademarks

Customer relationships

During the year ended January

31, 2022, the Company recognized amortization of $ 36,357

related to other intangible assets.

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

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

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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

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

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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.

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and $ 110,713 , respectively.

and Handling Costs

Company classifies freight billed to customers as sales revenue and the related freight costs as general and administrative expenses.

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.

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

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

identify the performance obligations in the contract;

(3) determine the transaction price;

(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.

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

Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) .

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.

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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.

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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fees, coupons, rebates, in-store display incentives and volume-based incentives.

Customer trade promotion and consumer incentive

activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers

at the end of a period.

Customer trade promotion and consumer incentive activities

are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of

The Company derives these estimates principally on historical utilization and redemption rates.

does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

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

The Company does not receive

a distinct service in relation to the advertising, consumer incentives and trade promotions.

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

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

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

of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues

For the Year Ended

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January 31, 2021

Slotting, Discounts, Promotions and Allowances

Slotting, Discounts, Allowances

Disaggregation

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years ended January 31, 2022 and 2021:

the Year Ended

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

of Disaggregates Gross Revenue by Significant Geographic Area

For the Year Ended

January 31, 2022

January 31, 2021

Total revenue

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

Costs include product

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advertising expenses for the years ended January 31, 2022 and 2021 were $ 734,924 and $ 633,102 respectively.

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

Compensation –

Stock Compensation”

( “ASC 718”

), which establishes financial accounting and reporting standards for stock-based employee compensation.

Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock 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.

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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.

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, 2022 and 2021, share-based compensation amounted to $ 32,918 and $ 52,895 , respectively.

the years ended January 31, 2022 and 2021, when computing fair value of share-based payments, the Company has considered the following

of Fair Value of Share-Based Payments

interest rate

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volatility of underlying stock

expected option term is computed using the “simplified”

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

expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99.

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

common stock.

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(Loss) Per Share

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

For convenience, the term is used

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to common stockholders per common share.

of Earnings Per Share, Basic and Diluted

the Years Ended

income attributable to common stockholders

(loss) income attributable to common stockholders

of dilutive securities:

net (loss) income

average common shares outstanding - basic

securities (a):

average common shares outstanding and assumed conversion –

net income per common share

average common shares outstanding and assumed conversion – diluted

net (loss) income per common share

- Anti-dilutive securities excluded:

taxes are provided in accordance with ASC No.

Accounting for Income Taxes ”.

740, “ Accounting for Income Taxes ”.

A deferred tax asset or liability

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$ 744,973 , 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

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 the year ended January 31, 2019.

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

The CARES Act lifts certain deduction limitations originally imposed by the Tax Cuts and Jobs Act of 2017 (“ 2017

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.

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adjustments to the income tax provision .

Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

to Section 850-10-20, the related parties include:

(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);

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.

Accounting Pronouncements

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.

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.

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, “

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

Taxes (Topic 740):

Simplifying the Accounting for Income Taxes ”).

This guidance eliminates certain exceptions to the general

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

The adoption of the new

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

May 2021, the FASB issued accounting standards update ASU 2021-04—Earnings Per Share (Topic 260), Debt— Modifications and

Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in

Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified

Written Call Options, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding

equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange.

The amendments

in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with

fiscal years beginning after December 15, 2021.

Early adoption is permitted, including adoption in an interim period.

The Company is

currently evaluating the effects of the adoption of ASU No.

2021-04 on its consolidated financial statements.

August 2020, the FASB issued ASU No.

2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity

(“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of

accounting models that require separate accounting for embedded conversion features.

ASU 2020-06 also simplifies the settlement assessment

that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements

to the disclosures for convertible instruments and earnings-per-share (EPS) guidance.

This update will be effective for the Company’s

fiscal years beginning after December 15, 2023, and interim periods within those fiscal years.

Early adoption is permitted, but no earlier

than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years.

Entities can elect to adopt the new

guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company is currently

evaluating the potential impact of this guidance on its condensed consolidated financial statements.

evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of

January 1, 2024.

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.

on the accompanying consolidated financial statements.

Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure.

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and equipment on January 31, 2022 and January 31, 2021 are as follows:

and Equipment

of Property and Equipment

January 31, 2022

January 31, 2021

Machinery and Equipment

Furniture and Fixtures

Leasehold Improvements

Property and Equipment, Gross

Accumulated Depreciation

expense charged to income for the years ended January 31, 2021 and 2020 amounted to $663,001 and $640,246, respectively.

4 - Investment in Meatball Obsession, LLC

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.

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, 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.

Major accounts

were transitioned to the Company as a part of the wind down.

Property and Equipment, Net

expense for the years ended January 31, 2022 and 2021 amounted to $ 779,442 and $ 663,001 , respectively.

Note 5 – Intangibles, net

Intangibles, net consisted of the following at

January 31, 2022:

Schedule of Intangibles Assets

Gross Carrying

Accumulated Amortization

Weighted Average

Customer relationships

Tradename and trademarks

Amortization expense for the year ended January

31, 2022 was $ 43,660 .

We expect the estimated aggregate amortization expense for each

of the five succeeding fiscal years to be as follows:

of Estimated Aggregate Amortization Expense

6 - Related Party Transactions

Obsession, LLC

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

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 –

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

the years ended January 31, 2022 and 2021, the Company incurred $ 48,000 in commission expense from WWS, Inc.

generated sales, respectively.

Note – Related Party

consummation of the acquisition of T&L, the Company executed a $ 3,000,000 promissory note with the sellers.

The promissory note requires

annual principal payments of $ 750,000 payable on each anniversary of the closing, together with accrued interest at a rate of three and

one-half ( 3.5 %) per annum.

As of January 31, 2022, the outstanding balance under the note including accrued interest was $ 3,009,917 .

Interest expense related to this note was $ 9,917 for the year ended January 31, 2022.

– Related Party

the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company.

The notes bear interest at a rate of 4% per annum and matured on December 31, 2016.

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 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 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.

Company leases a fully contained facility in Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of

T&L Creative Salads and Olive Branch products.

148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L

Acquisition Corp., a 100 %

owned subsidiary of the Company.

term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with rent of $ 20,200 per

month through December 31, 2026, increasing after that date to $ 23,567 through

the end of the initial lease term.

The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset

(see Note 9).

Related Party Transactions

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7 - 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 $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.

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.

January 4, 2019, the Company obtained a $ 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 .

On June 11, 2021, the line was amended to increase the available borrowings to $ 4.5 million

and extended the maturity date to June 30, 2023 .

As part of the extension the Company incurred financing fees of $ 5,000 .

fees are recorded as deferred financing fees and are included in prepaid expenses and other current assets on the balance sheet.

fees are amortized over the remaining life of the line of credit.

As of January 31, 2022, there were unamortized fees of $ 3,542 .

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 covenants

were waived by the bank for the year ended January 31, 2022.

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 $ 765,000 and $ 0 as of January 31, 2022 and 2021, respectively.

During the years ended January 31, 2022 and 2021, the Company incurred interest of $ 1,161 and $ 0 to M&T Bank for the line of credit

discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount

of $ 7,500,000 payable in monthly installments over a 60-month amortization period (the “Acquisition Note”).

Date of the Acquisition Note is January 17, 2027 .

Interest is payable on the unpaid Principal Amount of the Acquisition Note at a variable

rate per annum based on the Company’s Senior Funded Debt/EBITDA Ratio (as defined in the Credit Agreement between Borrower and

Bank) established with respect to the Borrower as of the date of any advance under the Acquisition Note as follows:

if the Senior Funded

Debt/EBITDA ratio is:

(i) greater than 2.00 but less than or equal to 2.50, 4.12 percentage point(s) above one-day (i.e., overnight)

SOFR (as defined);

(ii) greater than 1.50 but less than or equal to 2.00, 3.62 percentage points above one-day SOFR;

or (iii) 1.50 or

less, 3.12 percentage points above one-day SOFR.

In all events set forth at subsections (i) through (iii) in the preceding sentence,

if SOFR shall at any time be less than 0.25%, one-day SOFR shall be deemed to be 0.25% and the foregoing margins shall be applied to

the SOFR Index Floor .

The Company recorded a debt discount of $ 58,750 in relation to the debt.

For the year ended January 31, 2022, the

Company recorded $ 979 in accretion of the debt discount.

As of January 31, 2022, the outstanding balance and unamortized discount of

the Acquisition Note was $ 7,500,000 and $ 57,771 , respectively.

During the year ended January 31, 2022, the Company incurred interest

of $ 28,734 for the Acquisition Note.

8 – 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 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.

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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.

Company’s leases consist of office space, manufacturing space and machinery and equipment.

The Company utilized a

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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.

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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.

with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient.

Company recognizes lease expense for these leases on a straight-line basis over the lease term.

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are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period

March 1, 2021, the Company amended an existing lease with the landlord for a new premise with a greater square footage.

Upon cancellation

of the existing lease, the Company wrote-off the net right of use asset and corresponding lease liability of $ 22,870 .

The Company recorded

a right of use asset and related liability of $ 328,148 for the new space which will be occupied over a 60-month period.

December 29, 2021, the Company entered into a new right of use obligation with a related party (See Note 6) for office, manufacturing,

and storage space in Farmingdale, New York.

In connection with this lease, the Company recorded a right of use asset and corresponding

lease liability of $ 2,129,084 .

components of lease expense were as follows:

the Year Ended

on lease liabilities

net lease cost

Schedule of Components of Lease Expense

For the Year Ended

January 31, 2022

January 31, 2021

Finance lease

Depreciation of assets

Interest on lease liabilities

Operating leases

Total net lease cost

balance sheet information related to leases was as follows:

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

Schedule of Supplemental Balance Sheet Information Related to Leases

January 31, 2022

January 31, 2021

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 lease liabilities, included in current liabilities

Finance leases, net of current obligations, included in long-term liabilities

Total finance lease liabilities

cash flow and other information related to leases was as follows:

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

Schedule of Supplemental Cash Flow and Other Information Related to Leases

For the Year Ended January 31, 2022

For the Year Ended January 31, 2021

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

Schedule of Future Minimum Payments Required Under Lease Obligations

For the Twelve Months Ending January 31,

Total lease payments

amounts representing interest

lease obligations

Total lease obligations

10 - Concentrations

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.

the year ended January 31, 2022, the Company earned revenues from three customers representing approximately 26 %, 21 % and 11 % of gross

As of January 31, 2022, these three customers represented approximately 10 %, 7 % and 11 % of total gross outstanding receivables,

respectively.

10 - Stockholders’

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

During 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.

11 - Stockholders’ Equity

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

Summary of Option Activity

Weighted Average

Exercise Price

January 31, 2019

Forfeited/Cancelled

January 31, 2020

Outstanding – January 31, 2020

Exercisable – January 31, 2020

Forfeited/Cancelled

January 31, 2021

Outstanding – January 31, 2021

Exercisable – January 31, 2021

Outstanding – January 31, 2022

Exercisable – January 31, 2022

Summary of Option Outstanding and Exercisable

Life (in years)

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January 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 859,051 and $ 857,101 , 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, 2022, eight employees exercised a total of 200,000 options at an exercise price range of $ 0.49 to $ 1.38 per

share for aggregate proceeds of $ 19,080 .

During 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 .

the year ended January 31, 2021, the Company issued to 7,500 options to an employee.

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and $ 52,895 , 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:

January 31, 2019

In January 2021, the Company extended certain director options that were set to expire in April 2021 for a

period of two years to April 2023 using the assumptions in Note 3.

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

Schedule of Warrants Activity

Weighted Average

Exercise Price

Outstanding – January 31, 2020

Exercisable – January 31, 2020

( 3,631,733 )

Forfeited/Cancelled

January 31, 2020

( 2,424,931 )

Outstanding – January 31, 2021

Exercisable – January 31, 2021

Forfeited/Cancelled

January 31, 2021

Outstanding – January 31, 2022

Exercisable – January 31, 2022

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

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of common stock.

Restricted Stock Units

the year ended January 31, 2022, the Company awarded an employee a grant of 21,000

restricted stock units

(“RSUs”) with a grant date fair value of $ 59,430 .

The RSUs will be expensed over the requisite service period.

The terms of the RSUs include vesting provisions based solely on continued

If the service criteria are satisfied, the RSUs will vest during November 2021, September 2022 and September 2023.

As of January

31, 2022, there were 14,000

unvested shares and

unrecognized share-based compensation of $ 28,375 .

the year ended January 31, 2022, the Company recognized share-based compensation related to restricted stock units of an aggregate of

12 - 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

Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires.

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.

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

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.

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.

During the year ended January 31, 2022,

the Company received $ 152,850

relating to business interruption insurance which

was recorded as a component of costs of sales on the consolidated statements of income.

The Company received the remaining amount of

proceeds for the property damage claim, resulting in other income of $ 91,312 .

This amount was offset by repairs and maintenance expense of $ 12,475

as well as the costs of additions and parts of

the oven and roof totaling $ 47,669 .

Claims and Assessments

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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”).

sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor

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.

Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date.

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.

Royalty Rate shall be:

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

Schedule of Royalty Minimum Payment by Preceding Agreement Year

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

8 th and 9 th

and thereafter

10 th and thereafter

Company incurred $ 562,491 and $ 539,801 of royalty expenses for the years ended January 31, 2022 and 2021, respectively.

Royalty expenses

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

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

with Placement Agents and Finders

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”)

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

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 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”).

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”)

effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if 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 .

consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322 pursuant to the advisory agreement

which is included in general and administrative expenses on the consolidated statement of operations.

Company entered into an Advisory Agreement with Spartan effective June 1, 2019 (the “Advisory Agreement”).

Pursuant to the

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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”).

13 - Income Tax Provision

income tax provision consists of the following:

January 31, 2021

January 31, 2020

State and Local

Income tax benefit

December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Reform Bill”) was signed into law.

Schedule of Components of Income Tax Expense

Income tax provision / (benefit) consists of the

tax provision / (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

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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 $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.

Company had U.S.

federal net operating loss carryovers (NOLs) of approximately $ 5.4

million and $ 3.8

million at January 31, 2022 and 2021, 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 State NOLs of approximately $ 10.0 million and $ 5.2

million at January 31, 2022 and 2021, 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

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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

During the year ended January 31, 2021, the valuation allowance was reduced to zero and decreased by $ 2,177,802 .

valuation allowance as of January 31,

Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s

financial statements.

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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.”

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.

applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other

expenses –

Interest”

in the statement of operations.

Penalties would be recognized as a component of “General and administrative.”

applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other

expenses – Interest” in the consolidated statements of operations.

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, 2022 and 2021, respectively.

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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:

Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following:

Schedule of Deferred Tax Assets and Liabilities

Deferred Tax Assets

January 31, 2021

January 31, 2020

Net operating loss carryovers

Share-based compensation

Acquisition costs

Capitalized start-up and organization costs

Right of use liability

Interest limitation

Total deferred tax assets

Valuation allowance

Deferred tax asset, net of valuation allowance

Deferred Tax Liabilities

Right of use asset

Other deferred tax liabilities

Total deferred tax liabilities

Net deferred tax asset (liability)

expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows:

January 31, 2021

January 31, 2020

Net deferred tax asset

expected tax provision (benefit) based on the statutory rate is reconciled with actual tax provision (benefit) as

Schedule of Effective Income Tax Rate Reconciliation

US Federal statutory rate

State income tax, net of federal benefit

Adjustments to deferred tax assets

Change in valuation allowance

Other permanent differences

Non-deductible expenses

Income tax provision (benefit)

Revision of Prior Year Financial Statements

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 Income

Sales –

net of slotting fees and discounts

$ (1,086,982 )

General and administrative expenses

Operating expenses

Income from operations

Basic and diluted income per share

Subsequent Events

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