What changed in this filing

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Item 1. Financial Statements

2022-06-14 compared with 2021-12-14 · 479 added, 501 removed, 335 unchanged (75% of the section changed)

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets as of October 31, 2021 (unaudited) and January 31, 2021

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended October 31, 2021 and 2020 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from August 1, 2021 through October 31, 2021 and the Period from August 1, 2020 through October 31, 2020 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2021 through October 31, 2021 and for the Period February 1, 2020 through October 31, 2020 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended October 31, 2021 and 2020 (unaudited)

Condensed Consolidated Balance Sheets as of April 30, 2022 (unaudited) and January 31, 2022

Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 through April 30, 2022 and the Period from February 1, 2021 through April 30, 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2022 and 2021 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

Consolidated Balance Sheets

October 31, 2021

January 31,2021

April 30, 2022

Current Assets:

3 unchanged sentences

Property and equipment, net

Operating lease right of use assets

Deferred tax asset, net

Intangibles, net

Operating lease right of use assets, net

Deferred tax asset

Liabilities and Stockholders’ Equity

1 unchanged sentence

Accounts payable and accrued expenses

Term loan, net of debt discount of $ 54,756

and $ 57,771 , respectively

Operating lease liability

Finance leases payable

Promissory note – related party

Total current liabilities

Operating lease liability – net of current portion

Finance leases payable – net of current portion

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 (See Note 10)

Commitments and contingencies (Note 10)

Stockholders’ Equity:

1 unchanged sentence

120,000 shares authorized;

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

23,400 issued as of April 30, 2022 and January 31, 2022, 0 and 0 shares outstanding as of April 30, 2022 and January 31, 2022

Preferred stock, $ 0.00001 par value;

1 unchanged sentence

no shares issued and outstanding

Preferred stock, value

Common stock, $ 0.00001 par value;

Common stock, $ 0.00001

250,000,000 shares authorized;

35,751,792 and 35,603,731 shares issued and outstanding as of October 31, 2021 and January 31, 2021

35,774,468 and 35,758,792

shares issued and outstanding as of April 30, 2022 and January 31, 2022

Additional paid in capital

2 unchanged sentences

( 12,328,830 )

Treasury stock, 230,000

shares at cost, respectively as of October 31, 2021 and January 31, 2021

Treasury stock, 230,000 shares at cost, respectively

Total Stockholders’ Equity

4 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended

For the Nine Months Ended

For the Three Months Ended April 30,

Sales-net of slotting fees and discounts

5 unchanged sentences

Income from operations

Other income (expenses)

Other Income (Expense)

Amortization of debt discount

Total other income (expenses)

Net income (loss) before income tax provision

Income tax (benefit) provision

Net income (loss)

Net income (loss) per common share

Total other income (expense)

Net income before income tax provision

Income tax provision

Net income per common share

Weighted average common shares outstanding

3 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

the Period from August 1, 2021 through October 31, 2021

Preferred Stock

Treasury Stock

Stockholders’

Balance, August 1, 2021

$ ( 149,500 )

$ ( 11,013,455 )

Common stock issued for services

Stock options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Common stock issued for exercise of warrants, shares

Balance, October 31, 2021

$ ( 149,500 )

$ ( 11,018,910 )

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

Preferred Stock

Treasury Stock

Stockholders’

Balance, August 1, 2020

$ ( 149,500 )

$ ( 14,498,141 )

Stock options issued for services

Common stock issued for exercise of warrants

Balance, October 31, 2020

$ ( 149,500 )

$ ( 13,763,999 )

accompanying notes to the condensed consolidated financial statements

MamaMancini’s

Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

the Period from February 1, 2021 through October 31, 2021

the Period from February 1, 2022 through April 30, 2022

Preferred Stock

4 unchanged sentences

$ ( 12,328,830 )

Common stock issued for services

Stock options issued for services

Common stock issued for exercise of options

Balance, October 31, 2021

Stock issued for the exercise of options

Balance, April 30, 2022

$ ( 149,500 )

$ ( 12,225,133 )

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

the Period from February 1, 2021 through April 30, 2021

Preferred Stock

5 unchanged sentences

Stock options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Balance, October 31, 2020

Stock issued for the exercise of options

Balance, April 30, 2021

$ ( 149,500 )

4 unchanged sentences

Consolidated Statements of Cash Flows

For the Nine Months Ended

October 31, 2021

October 31, 2020

For the Three Months Ended April 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

1 unchanged sentence

Amortization of debt discount

Share-based compensation

Amortization of right of use assets

Amortization of intangibles

Share-based compensation

Change in deferred tax asset

1 unchanged sentence

Accounts receivable

Other receivable

( 1,370,867 )

( 1,277,898 )

Prepaid expenses

Security deposits

Accounts payable and accrued expenses

Operating lease liability

Net Cash Provided by Operating Activities

Net Cash (Used in) Provided by Operating Activities

( 1,343,013 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for fixed assets

Cash paid for intangibles

Net Cash (Used in) Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayments of term loan

Repayments of related party notes payable

Proceeds from promissory note

Repayment of promissory note

Repayment of term loan

Borrowings of line of credit, net

( 2,347,348 )

Repayment of finance lease obligations

Repayment of capital lease obligations

Proceeds from exercise of options

Proceeds from exercise of warrants

Net Cash Used in Financing Activities

Net Cash Provided by (Used in) Financing Activities

Net Increase in Cash

3 unchanged sentences

Cash Paid During the Period for:

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Finance lease asset additions

Operating lease asset additions

Software subscription liability in accounts payable and accrued expenses

accompanying notes to the condensed consolidated financial statements

1 unchanged sentence

Holdings, Inc.

to Condensed Consolidated Financial Statements

to Unaudited Condensed Consolidated Financial Statements

1 - Nature of Operations and Basis of Presentation

13 unchanged sentences

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 markets.

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 % )

The holder of the Note is T&L Acquisition Corp., a wholly-owned subsidiary of the Company, is guaranteed by the

The holder 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 instalments over a

amortization period.

The Maturity Date of the Loan is January

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:

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);

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.

the three months ended April 30, 2022, T&L had revenue and income before taxes of approximately $ 9.6

million and $ 335,000 ,

respectively.

For the three months ended April 30, 2022, OB had revenue and a loss before taxes of approximately $ 1.7

million and $ 24,000 ,

respectively.

These amounts are included in the

condensed statements of operations for the three months ended April 30, 2022.

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, 2021.

of Pro-forma Combined Results of Operation

For the Three

April 30, 2021

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, 2021

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

Accounts payable and accrued expenses

Total liabilities assumed

Total 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

1 unchanged sentence

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

in the United States of America (“ U.S.

GAAP ”) and include the accounts of the Company and its wholly-owned

subsidiaries.

in 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.

3 unchanged sentences

This report should be read in conjunction with the Company’s consolidated financial statements and notes

thereto included in the Company’s Form 10-K for the year ended January 31, 2021 filed on April 21, 2021.

thereto included in the Company’s Form 10-K for the year ended January 31, 2022 filed on May 27, 2022.

The Company assumes that

10 unchanged sentences

All inter-company balances and transactions have been eliminated.

preparation of consolidated financial statements in conformity with U.S.

generally accepted accounting principles requires management

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

estimates and assumptions impact, among others, the following:

allowance for doubtful accounts, inventory obsolescence and the fair value

of share-based payments.

preparation of condensed consolidated financial statements in conformity with U.S.

generally accepted accounting principles requires

management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and

accompanying notes.

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

allowance for doubtful accounts, inventory obsolescence,

purchase price accounting and the fair value of share-based payments.

estimates requires management to exercise significant judgment.

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

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

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

Accordingly, the actual results

could differ significantly from our estimates.

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

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

Accordingly, the actual

results could differ significantly from our estimates.

and Uncertainties

10 unchanged sentences

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

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

held no cash equivalents at April 30, 2022 and January 31, 2022.

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

The balance at times may exceed federally insured limits.

At October 31, 2021, the Company had $ 4,298,390 in cash balances that exceed

federally insured limits.

At April 30, 2022, the Company had approximately $ 758,300 in cash balances

that exceed federally insured limits.

Receivable and Allowance for Doubtful Accounts

6 unchanged sentences

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

As of October 31, 2021 and January

As of April 30, 2022 and January

31, 2022, the Company had reserves of $ 2,000 .

1 unchanged sentence

Inventory was comprised

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

Schedule of Inventories

October 31, 2021

of the following at April 30, 2022 and January 31, 2022:

of Inventories

April 30, 2022

January 31, 2022

7 unchanged sentences

lives for financial statement reporting of depreciation are:

Schedule of Property and Equipment Estimated Useful Lives

of Property and Equipment Estimated Useful Lives

Machinery and equipment

3 unchanged sentences

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.

or loss is reflected in the condensed consolidated statements of operations.

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

4 unchanged sentences

Acquired internal-use software licenses are amortized over the term of the arrangement

on a straight-line basis to the line item within the condensed 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 October

on a straight-line basis to the line item within the condensed consolidated statements of operations that reflects the nature of the

In November 2021, the Company finalized the implementation process and began to use the software license.

During the three months

ended April 30, 2022, the Company recorded amortization of $ 15,116 .

Additionally,

6 unchanged sentences

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

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

hereinafter the collection

of lease guidance is referred to as ASC 842.

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

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

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

among other things, allowed the Company to:

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

associated with that lease component as a single lease component.

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

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

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 April 30, 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

the three months ended April 30, 2022, the Company recognized amortization of $ 98,054

related to other intangible assets.

Value of Financial Instruments

5 unchanged sentences

and development is expensed as incurred.

Research and development expenses for the three months ended October 31, 2021 and 2020 were

$ 33,866 and $ 30,765 , respectively.

Research and development expenses for the nine months ended October 31, 2021 and 2020 were $ 87,843

Research and development expenses for the three months ended April 30, 2022 and 2021 were $ 26,535

and $ 23,436 , respectively.

and Handling Costs

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

Company recognizes revenue in accordance with FASB Topic 606, 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

7 unchanged sentences

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 condensed consolidated statement of operations.

and administrative expenses on the condensed consolidated statements of operations.

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

8 unchanged sentences

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 follows (see

the Three Months Ended

Slotting, Discounts, Promotions and Allowances

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

October 31, 2021

October 31, 2020

For the Nine Months Ended

October 31, 2021

October 31, 2020

Slotting, Discounts, Promotions and Allowances

following table disaggregates gross revenue by significant geographic area for the three and nine months ended October 31, 2021

October 31, 2021

October 31, 2020

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

April 30, 2022

April 30, 2021

For the Three Months Ended

October 31, 2021

October 31, 2020

Total revenue

Schedule of Disaggregates Gross Revenue by Significant Geographic Area

October 31, 2021

October 31, 2020

For the Nine Months Ended

October 31, 2021

October 31, 2020

April 30, 2022

April 30, 2021

Slotting, Discounts, Allowances

Disaggregation

of Revenue from Contracts with Customers.

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

three months ended April 30, 2022 and 2021:

of Disaggregates Gross Revenue by Significant Geographic Area

April 30, 2022

April 30, 2021

For the Three Months Ended

April 30, 2022

April 30, 2021

Total revenue

4 unchanged sentences

Producing and communicating

advertising expenses for the three months ended October 31, 2021 and 2020 were $ 196,495 and $ 99,297 respectively.

Producing and communicating

advertising expenses for the nine months ended October 31, 2021 and 2020 were $ 441,556 and $ 366,499 respectively.

advertising expenses for the three months ended April 30, 2022 and 2021 were $ 187,020

and $ 126,180

respectively.

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

1 unchanged sentence

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

The Company accounts for

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

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

7 unchanged sentences

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.

depending on the nature of the services provided, in the condensed consolidated statements 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 three months ended October 31, 2021 and 2020, share-based compensation amounted to $ 19,681 and $ 1,460 , respectively.

the nine months ended October 31, 2021 and 2020, share-based compensation amounted to $ 20,467 and $ 51,435 , respectively.

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

Schedule of Fair Value of Share-Based Payments

October 31, 2021

October 31, 2020

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

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.

Risk free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

the three months ended April 30, 2022 and 2021, share-based compensation amounted to $ 0 and $ 501 , respectively.

(Loss) Per Share

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

Pursuant to ASC Paragraphs 260-10-45-10

through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average

number of common shares outstanding (the denominator) during the period.

Income available to common stockholders shall be computed by

deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period

on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement)

and also from net income.

The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased

to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued

during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement,

stock options or warrants.

For convenience, the term is used

to refer to either earnings or loss per share.

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

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

(the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period.

Income available to

common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid)

and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations

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

The computation of diluted EPS is similar to the computation

of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding

if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common

shares issuable through contingent shares issuance arrangement, stock options or warrants.

following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable

to common stockholders per common share.

Schedule of Earnings Per Share, Basic and Diluted

October 31, 2021

October 31, 2020

of Earnings Per Share, Basic and Diluted

April 30, 2022

April 30, 2021

For the Three Months Ended

October 31, 2021

October 31, 2020

Net (loss) income attributable to common stockholders

Effect of dilutive securities:

Diluted net (loss) income

Weighted average common shares outstanding – basic

Dilutive securities (a):

Series A Preferred

Weighted average common shares outstanding and assumed conversion – diluted

Basic net (loss) income per common share

Diluted net (loss) income per common share

(a) - Anti-dilutive securities excluded:

October 31, 2021

October 31, 2020

For the Nine Months Ended

October 31, 2021

October 31, 2020

April 30, 2022

April 30, 2021

Net income attributable to common stockholders

17 unchanged sentences

and rates on the date of enactment.

As of October 31, 2021 and January 31, 2021, the Company recognized a deferred tax asset of $ 361,660

As of April 30, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 419,116

and $ 448,501 ,

2 unchanged sentences

the need for a valuation allowance related to the deferred tax asset.

As of October 31, 2021 and January 31, 2021, the valuation allowance

was $ 0 and $ 0 , respectively.

Company is no longer subject to tax examinations by tax authorities for years prior to 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 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”).

The CARES Act also eliminates the 80%

of taxable income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2019, 2020

Taxpayers may generally deduct interest up to the sum of 50% of adjusted taxable income plus business interest income 30% limit

under the 2017 Tax Act for 2019 and 2020.

The CARES Act allows taxpayers with alternative minimum tax credits to claim a refund in 2020

for the entire amount of the credits instead of recovering the credits through refunds over a period of years, as originally enacted

by the 2017 Tax Act.

addition, the CARES Act raises the corporate charitable deduction limit to 25% of taxable income and makes qualified improvement property

generally eligible for 15-year cost-recovery and 100% bonus depreciation.

The enactment of the CARES Act did not result in any material

adjustments to the income tax provision.

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

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

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

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

This guidance

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

The adoption of the new

standard did not have a significant impact on the Company’s condensed 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.

Company adopted the new standard on February 1, 2022 and the adoption of the new standard did not have a significant impact on the Company’s

condensed 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 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

4 unchanged sentences

4 - Property and Equipment :

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

Schedule of Property and Equipment

October 31, 2021

and equipment on April 30, 2022 and January 31, 2022 are as follows:

of Property and Equipment

April 30, 2022

January 31, 2022

5 unchanged sentences

Property and Equipment, Net

expense charged to income for the three months ended October 31, 2021 and 2020 amounted to $ 145,506 and $ 170,031 , respectively.

expense charged to income for the nine months ended October 31, 2021 and 2020 amounted to $ 572,238 and $ 489,109 , respectively.

expense charged to income for the three months ended April 30, 2022 and 2021 amounted to $ 208,829

and $ 183,761 ,

5 – Intangibles, net

net consisted of the following at April 30, 2022:

Schedule of Intangibles Assets

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Remaining Life

Customer relationships

Tradename and trademarks

$ ( 156,830 )

net consisted of the following at January 31, 2022:

Gross Carrying Amount

Accumulated Amortization

Net Carrying Amount

Weighted Average Remaining

Customer relationships

Tradename and trademarks

expense for the three months ended April 30, 2022 was $ 113,170 .

expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows:

of Estimated Aggregate Amortization Expense

2023 (remaining)

6 - Related Party Transactions

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

the three months ended October 31, 2021 and 2020, the Company recorded $ 12,000 in commission expense from WWS, Inc.

D’Agostino, a director of the Company, is

an affiliate of WWS, Inc.

the three months ended April 30, 2022 and 2021, the Company recorded $ 12,000 in commission expense from WWS, Inc.

generated sales.

For the nine months ended October 31, 2021 and 2020, the Company recorded $ 36,000 and $ 30,000 in commission expense from WWS, Inc.

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 % )

As of April 30, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest was

$ 3,036,036 and

$ 3,009,917 , respectively.

Interest expense

related to this note was $ 26,119 for

the three months ended April 30, 2022.

As of April 30, 2022 and January 31, 2022, accrued interest was $ 36,036 and $ 9,917 ,

respectively.

– Related Party

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.

This lease 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.

Rent expense pursuant

to the lease for the three months ended April 30, 2022 was $ 59,857 .

Related Party Transactions

the three months ended October 31, 2021 and 2020, the Company reimbursed an entity 100 % owned by the CEO of the Company for certain investor

the three months ended April 30, 2022 and 2021, the Company reimbursed an entity 100 % owned by the CEO of the Company for certain investor

relation conference expenses totaling $ 1,931 and $ 4,517 , respectively.

During the nine months ended October 31, 2021 and 2020, the Company reimbursed

an entity 100% owned by the CEO of the Company for certain investor relation conference expenses totaling $ 4,517 and $ 14,570 , respectively.

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

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

the three months ended April 30, 2022, the CFO exercised 30,000

options on a cashless basis in exchange for

shares of common stock.

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 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, which was amortized over the remaining life of the note

using the effective interest method.

There was unamortized debt discount of $ 0 as of October 31, 2021 and January 31, 2021.

The outstanding

balance on the term loan was $ 0 as of October 31, 2021 and January 31, 2021.

January 4, 2019, the Company has arranged 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 facility was amended to increase the total available balance to $ 4.5

million as well as extend the maturity date to June 30, 2023 .

On August 4, 2021, the facility was amended to increase the total available

balance to $ 6.0 million as well as extend the maturity date to August 4, 2026 .

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 as of October 31, 2021 and January 31, 2021.

the nine months ended October 31, 2021 and 2020, the Company paid total interest of $ 0 and $ 58,904 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

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

On June 11, 2021, the line was amended

to increase the available borrowings to $ 4.5

million and extended the maturity date to June

As part of the extension the Company

incurred financing fees of $ 5,000 .

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

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

As of April 30, 2022 and January 31, 2022, there were

unamortized fees of $ 2,917 and $ 3,542 ,

respectively .

August 3, 2021, M&T Bank approved an acquisition line of credit for $ 6.0 million.

The Company has two years to draw the line.

the Company draws on the line, it must pay down the line in 60 months.

The current pricing is 3.5 % above the one-day Libor rate.

6 – Promissory Note

April 21, 2020, the Company entered into a term note with its principal bank, M&T, with a principal amount of $ 330,505 pursuant to

the Paycheck Protection Program (“ PPP Term Note ”) under the Coronavirus Aid, Relief, and Economic Security Act (the

“ CARES Act ”).

The PPP Loan is evidenced by a promissory note.

The PPP Term Note bears interest at a fixed annual rate

of 1.00 %, with the first six months of interest deferred.

The Company returned the $ 330,505 received from the Paycheck Protection Program

on May 6, 2020, inclusive of interest.

Company determines if an arrangement contains a lease at inception.

Right of use (“ROU”) assets represent the right

to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the

ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments

over the lease term.

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

The Company utilized a

portfolio approach in determining the discount rate.

The portfolio approach takes into consideration the range of the term, the range

of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived

from information available at the lease commencement date, in determining the present value of lease payments.

The Company also considered

its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental

borrowing rates.

March 1, 2021, the Company amended its 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 $ 347,585 for the new space which will be occupied over a 60-month period.

lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option.

These operating

leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees.

Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management,

the renewal option is reasonably certain to be exercised.

Factors in determining whether an option is reasonably certain of exercise

include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the

presence of factors that would cause a significant economic penalty to the Company if the option is not exercised.

Management reasonably

plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating

lease liabilities.

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

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

The Company recognizes variable lease

payments in the period in which the obligation for those payments is incurred.

Variable lease payments that depend on an index or a rate

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

components of lease expense were as follows:

Schedule of Components of Lease Expense

Nine Months Ended

October 31, 2021

October 31, 2020

Finance lease

Depreciation of assets

Interest on lease liabilities

Operating leases

Short-term lease

Total net lease cost

balance sheet information related to leases was as follows:

Schedule of Supplemental Balance Sheet Information Related to Leases

October 31, 2021

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:

Schedule of Supplemental Cash Flow and Other Information Related to Leases

For the Nine Months Ended October 31, 2021

For the Nine Months Ended October 31, 2020

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases

Financing cash flows from finance leases

ROU assets obtained in exchange for lease liabilities:

Operating leases

Finance leases

Weighted average remaining lease term (in years):

Operating leases

Finance leases

Weighted average discount rate:

Operating leases

Finance leases

future minimum payments required under the lease obligations as of October 31, 2021 are as follows:

Schedule of Future Minimum Payments Required Under Lease Obligations

For the Twelve Months Ending January 31,

2022 (Remaining)

Total lease payments

amounts representing interest

Total lease obligations

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.

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

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

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

an agreed dollar limitation).

All advances under

the line of credit are due upon maturity.

The outstanding balance on the line of credit was $ 2,540,000

and $ 765,000

as of April 30, 2022 and January 31, 2022, respectively.

During the three months ended April 30, 2022 and 2021, the Company incurred interest of $ 16,110

to M&T Bank for the line of credit agreement.

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”).

The Maturity Date of the Acquisition Note is January

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:

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);

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 three months

ended April 30, 2022, the Company recorded $ 4,836

in accretion of the debt discount.

As of April 30, 2022, the

outstanding balance and unamortized discount of the Acquisition Note was $ 7,370,690

and $ 54,756 ,

respectively.

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 three months ended April 30, 2022, the Company incurred interest of $ 79,358

for the Acquisition Note.

8 - Concentrations

the nine months ended October 31, 2021, the Company earned revenues from three customers representing approximately 32 %,

the three months ended April 30, 2022, the Company earned revenues from three customers representing approximately 25 % ,

and 14 % of gross sales.

As of October 31, 2021, these three customers

represented approximately 26 %, 17 % and 14 % of total gross outstanding receivables, respectively.

During the nine months ended

October 31, 2020, the Company earned revenues from two customers representing approximately 45 % and 11 % of gross sales.

As of October

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

30, 2022, these three customers represented approximately 30 % ,

of total gross outstanding receivables, respectively.

During the three months ended April 30, 2021, the Company earned revenues from three customers representing approximately 31 % ,

and 11 % of gross sales.

30, 2021, these three customers represented approximately 33 % ,

of total gross outstanding receivables, respectively.

9 - Stockholders’ Equity

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

Summary of Option Activity

of Option Activity

Weighted Average

Exercise Price

1 unchanged sentence

Exercisable – January 31, 2022

Forfeited/Cancelled

Outstanding – October 31, 2021

Exercisable – October 31, 2021

Outstanding – April 30, 2022

Exercisable – April 30, 2022

Summary of Option Outstanding and Exercisable

2 unchanged sentences

Exercise Price

Life (in years)

October 31, 2021, the total intrinsic value of options outstanding and exercisable was $ 1,343,821 and $ 1,340,046 , respectively.

the nine months ended October 31, 2021, seven employees exercised a total of 200,000 options at an average exercise price of $ 0.81 per

share for aggregate proceeds of $ 19,080 .

In June 2020, two employees exercised a total of 12,000 options at an exercise price of $ 0.60

per share for aggregate proceeds of $ 7,200 .

the nine months ended October 31, 2021 and 2020, the Company recognized share-based compensation related to options of an aggregate of

Contractual Life

$ 0.39 – 1.38

April 30, 2022, the total intrinsic value of options outstanding and exercisable was $ 704,450

and $ 704,450 ,

respectively.

the three months ended April 30, 2022, the CFO exercised 30,000

an average exercise price of $ 0.94

a cashless basis in exchange for 15,676

shares of common stock.

the three months ended April 30, 2021, six employees exercised a total of 84,000 options at an average exercise price of $ 0.86 per share

for aggregate proceeds of $ 19,080 .

the three months ended April 30, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of

$ 0 and $ 501 , respectively.

At October 31, 2021, unrecognized share-based compensation was $ 399.

nine months ended September 30, 2021, the Company awarded an employee a grant of 21,000 restricted stock units (“RSUs”).

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.

October 31, 2021, there were 21,000 unvested shares.

the three and nine months ended October 31, 2021, the Company recognized share-based compensation related to options of an aggregate

of $ 18,933 .

At October 31, 2021, unrecognized share-based compensation was $ 40,497 .

At April 30, 2022, there was no unrecognized share-based compensation.

10 - Commitments and Contingencies

6 unchanged sentences

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.

During the nine months ended October 31, 2021, the Company

received $ 152,850 relating to business interruption insurance which was recorded as a component of costs of sales on the condensed 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 .

The spiral oven was rebuilt and was fully put back

into service in late February 2021.

The estimated loss was approximately $ 656,700 which included loss of business, the rebuild of

the spiral oven, additional expenses to clean plant and lost material and packaging.

During the three months ended April 30, 2021,

the Company received $ 67,426 relating to business interruption insurance which was recorded as a component of costs of sales on the

condensed 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 .

No additional proceeds were received or costs incurred during the three

months ended April 30, 2022.

Claims and Assessments

16 unchanged sentences

6 % of net sales up to $ 500,000 of net sales for each Agreement year;

4 % of Net Sales from $ 500,000

up to $ 2,500,000 of Net Sales for each Agreement year;

2 % of Net Sales from $ 2,500,000 up to $ 20,000,000 of Net Sales for each Agreement

and 1 % of Net Sales in excess of $ 20,000,000 of Net Sales for each Agreement year.

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

4 % of Net Sales from $ 500,000 up to $ 2,500,000

of Net Sales for each Agreement year;

2 % of Net Sales from $ 2,500,000 up to $ 20,000,000 of Net Sales for each Agreement year;

of Net Sales in excess of $ 20,000,000 of Net Sales for each Agreement year.

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

Schedule of Royalty Minimum Payment by Preceding Agreement Year

Agreement Year

Minimum Royalty

to be Paid with

6 unchanged sentences

10 th and thereafter

Company incurred $ 99,457 and $ 111,568 of royalty expenses for the three months ended October 31, 2021 and 2020, respectively.

incurred $ 391,433 and $ 399,013 of royalty expenses for the nine months ended October 31, 2021 and 2020, respectively.

Royalty expenses

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

Company incurred $ 150,035 and $ 148,436 of royalty expenses for the three months ended April 30, 2022 and 2021, respectively.

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

with Placement Agents and Finders

4 unchanged sentences

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”).

Pursuant to the

agreement, the Company shall pay to Spartan a non-refundable monthly fee of $ 5,000 over a 21-month period.

Additionally, the Company

granted Spartan 125,000 shares of common stock which are considered fully-paid and non-assessable upon execution of the agreement.

the term of this Agreement, the Consultant will provide non-exclusive consulting services related to general corporate matters, including,

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

personal for management and Board positions (iii) developing corporate structure and finance strategies, (iv) assisting the Company with

strategic introductions, (v) assisting management with enhancing corporate and shareholder value, and (vi) introducing the Company to

potential investors (collectively, the “Advisory Services”).

The advisory agreement was terminated according to its terms

on March 31, 2020.

Company entered into an Advisory Agreement with B.

Riley Securities, Inc.

effective September 25, 2020 (the “B.

Riley Advisory

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”).

11 – Impact on Previously Issued Financial Statements

the audit for the year ended January 31, 2021, the Company identified and recorded a prior period adjustment related to promotion expenses

that should have been recorded in the year ended January 31, 2021 as an offset to revenue as discussed in the Company’s revenue

recognition policy instead of general and administrative expenses as originally recorded.

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 three and nine months ended October 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:

Schedule of Revision of Prior Year Financials

For the three months ended October 31, 2020

As Previously Reported

Statement of Income

Sales – net of slotting fees and discounts

$ ( 214,796 )

General and administrative expenses

$ ( 214,796 )

Operating expenses

$ ( 214,796 )

Income from operations

Basic and diluted income per share

For the nine months ended October 31, 2020

As Previously Reported

Statement of Income

Sales – net of slotting fees and discounts

$ ( 617,694 )

General and administrative expenses

$ ( 617,694 )

Operating expenses

$ ( 617,694 )

Income from operations

Basic and diluted income per share

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

Note 11 – Income Taxes

The Company’s effective tax rate

for the three months ending April 30, 2022 is 22.08%.

Differences with statutory rate primarily relate to state taxes.

Deferred tax assets

are net operating loss carryforwards and other assets.

Deferred taxes are caused primarily by net operating

loss carryforwards.

Tax Legislation enacted in 2017 (the “TCJA”) has significantly changed certain aspects of U.S.

income taxation.

Net Operating Losses (“NOLs”) generated in 2017 and prior years can be carried forward for 20 years.

generated in 2018 – 2020, as enacted by the CARES Act, can be carried forward indefinitely.

However, NOLs generated in 2021 are

also carried forward indefinitely but limited to 80% of taxable income .

In assessing the realization of deferred tax

assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary

differences representing net future deductible amounts become deductible.

Management considers the scheduled reversal of deferred tax

liabilities, projected future taxable income and tax planning strategies in making this assessment.

There was no valuation allowance

as of April 30, 2022 or January 31, 2022.

The Company evaluated the provisions of ASC

740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements.

ASC 740 prescribes

a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects

to take in its tax return.

For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination

by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized

and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount

of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s

potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions

actual yearly tax rate will vary due to numerous factors, such as level and geographic mix of income and losses, acquisitions, investments,

intercompany transactions, our stock price, changes in our deferred tax assets and liabilities and their valuation, changes in the laws,

regulations, administrative practices, principles, and interpretations related to tax, including changes to the global tax framework

and other laws and accounting rules in various jurisdictions

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

What changed 10-Q

Item 1. Financial Statements