What changed in this filing

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Item 1. Financial Statements

2022-09-14 compared with 2022-06-14 · 463 added, 304 removed, 510 unchanged (60% of the section changed)

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

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)

July 31, 2022

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

Condensed Consolidated Statements of Operations for the Three and Six Months Ended July 31, 2022 and 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from May 1, 2022 through July 31, 2022 and the Period from May 1, 2021 through July 31, 2021 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 through July 31, 2022 and the Period from February 1, 2021 through July 31, 2021 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Six Months Ended July 31, 2022 and 2021 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

Consolidated Balance Sheets

April 30, 2022

July 31, 2022

January 31, 2022

Current Assets:

6 unchanged sentences

Deferred tax asset

Equity method investment in Chef Inspirational

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

Term loan, net of debt discount of $ 51,741 and $ 57,771 , respectively

Operating lease liability

1 unchanged sentence

Promissory note – related party

Liability for Series B Preferred Shares to be issued, net

Total current liabilities

10 unchanged sentences

120,000 shares authorized;

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

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

Preferred stock, $ 0.00001 par value;

1 unchanged sentence

no shares issued and outstanding

Common stock, $ 0.00001

Preferred stock value

Common stock, $ 0.00001 par value;

250,000,000 shares authorized;

35,774,468 and 35,758,792

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

36,317,857 and 35,758,792 shares issued and outstanding as of July 31, 2022 and January 31, 2022

Additional paid in capital

9 unchanged sentences

Consolidated Statements of Operations

For the Three Months Ended April 30,

For the Three Months Ended

For the Six Months Ended

Sales-net of slotting fees and discounts

4 unchanged sentences

Total operating expenses

Income from operations

Other Income (Expense)

Income (loss) from operations

Other income (expenses)

Amortization of debt discount

Total other income (expense)

Net income before income tax provision

Income tax provision

Net income per common share

Total other income (expenses)

Net income (loss) before income tax provision and income from equity method investment

Income from equity method investment in Chef Inspirational

Income tax benefit (provision)

Net income (loss)

$ ( 743,246 )

$ ( 639,549 )

Net income (loss) per common share

Weighted average common shares outstanding

3 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

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

the Period from May 1, 2022 through July 31, 2022

Preferred Stock

1 unchanged sentence

Stockholders’

Balance, February 1, 2022

Balance, May 1, 2022

$ ( 149,500 )

1 unchanged sentence

Stock issued for the exercise of options

Balance, April 30, 2022

Stock options issued for services

Stock issued for the acquisition of equity investment in Chef Inspirational

Balance, July 31, 2022

$ ( 149,500 )

$ ( 12,968,379 )

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

the Period from May 1, 2021 through July 31, 2021

Preferred Stock

1 unchanged sentence

Stockholders’

Balance, February 1, 2021

Balance, May 1, 2021

$ ( 149,500 )

1 unchanged sentence

Stock options issued for services

Stock issued for the exercise of options

Balance, April 30, 2021

Stock options issued exercise of options

Balance, July 31, 2021

$ ( 149,500 )

3 unchanged sentences

Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

the Period from February 1, 2022 through July 31, 2022

Preferred Stock

Treasury Stock

Stockholders’

Balance, February 1, 2022

$ ( 149,500 )

$ ( 12,328,830 )

Stock issued for the exercise of options

Stock options issued for services

Stock issued for the acquisition of equity investment in Chef Inspirational

Balance, July 31, 2022

$ ( 149,500 )

$ ( 12,968,379 )

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

Stockholders’

February 1, 2021

options issued for services

options issued exercise of options

July 31, 2021

MamaMancini’s

Holdings, Inc.

Consolidated Statements of Cash Flows

For the Three Months Ended April 30,

For the Six Months Ended July 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

$ ( 639,549 )

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

4 unchanged sentences

Change in deferred tax asset

Income from equity method investment in Chef Inspirational

Paid in kind interest

Changes in operating assets and liabilities:

Accounts receivable

( 1,370,867 )

Accounts receivable - other

( 1,302,933 )

Prepaid expenses

Security deposits

Accounts payable and accrued expenses

Operating lease liability

Net Cash (Used in) Provided by Operating Activities

( 1,343,013 )

Net Cash Provided by Operating Activities

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for fixed assets

Cash paid for investment in Chef Inspirational

Net Cash (Used in) Investing Activities

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds in advance of preferred stock offering

Repayment of term loan

8 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

Non-cash consideration paid in common stock for equity investment in Chef Inspirational

accompanying notes to the condensed consolidated financial statements

8 unchanged sentences

The Company has a year-end of January 31.

Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, chicken parmesan

and other similar meats and sauces.

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

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

The Company’s 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.

Company is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf,

chicken parmesan and other similar meats and sauces.

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

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

Company’s products were submitted to the United States Department of Agriculture (the “USDA”) and approved as all

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 markets.

7 unchanged sentences

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

June 28, 2022, the Company acquired a 24 %

minority interest in Chef Inspirational Foods, Inc.

(“CIF”), a leading developer, innovator, marketer and sales company

selling fresh and frozen prepared foods, for an investment of $ 1.2

million, at an implied enterprise value for CIF of $ 5

The investment consists of $ 500,000

in cash and $ 700,000

in the Company’s common stock.

The Company also was granted the option to purchase the remaining seventy-six percent ( 76 % )

interest in CIF within one year of June 28, 2022.

The option purchase price is an additional $ 3.8

million, of which $ 3.5

million would be paid in cash and $ 300,000

in common stock, which would be paid within a two-year period from June 28, 2022.

The acquisition of the interest in CIF is being accounted for under the equity method of accounting for investments.

The following presents the unaudited

results of operations for the period June 28, 2022 (acquisition date) through July 31, 2021 of CIF.

of Results of Operations

For the Period June 28, 2022 through July 31, 2021

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.

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”).

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

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

separately from goodwill.

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).

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

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

of the Company, is guaranteed by the Company.

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.

1 unchanged sentence

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.

principal amount of $ 7,500,000 payable in monthly instalments over a 60 -month 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:

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 .

(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.

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.

the three months ended July 31, 2022, T&L had revenue and a loss before taxes of approximately $ 10.6 million and $ 368,250 , respectively.

For the three months ended July 31, 2022, OB had revenue and a loss before taxes of approximately $ 1.6 million and $ 71,900 , respectively.

For the six months ended July 31, 2022, T&L had revenue and a loss before taxes of approximately $ 20.1 million and $ 33,300 , respectively.

For the six months ended July 31, 2022, OB had revenue and a loss before taxes of approximately $ 3.2 million and $ 48,200 , respectively.

These amounts are included in the condensed statements of operations for the three and six months ended July 31, 2022.

following presents the unaudited pro-forma combined results of operations for the three and six months ended July 31, 2021 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

July 31, 2021

Net income per share - basic

2 unchanged sentences

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.

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

69 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 April 30, 2022 and January 31, 2022.

held no cash equivalents at July 31, 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 April 30, 2022, the Company had approximately $ 758,300 in cash balances

At July 31, 2022, the Company had approximately $ 1.3 million in cash balances

that exceed federally insured limits.

7 unchanged sentences

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

As of April 30, 2022 and January

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

As of July 31, 2022 and January 31,

2022, the reserve for uncollectible accounts was de minimis.

are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method.

Inventory was comprised

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

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

of Inventories

April 30, 2022

July 31, 2022

January 31, 2022

16 unchanged sentences

and Other - Internal-Use Software as intangible assets.

The Company capitalized $ 87,639

of costs incurred in the year ended January 31,

The Company capitalized $ 87,639 of costs incurred in the year ended January

31, 2021 to implement cloud computing arrangements.

2 unchanged sentences

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 .

During the three and

six months ended July 31, 2022, the Company recorded amortization of $ 15,986 and $ 31,102 , respectively.

Additionally,

34 unchanged sentences

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.

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

intangibles consist of trademarks, trade names and customer relationships.

1 unchanged sentence

amortization are:

Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill

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.

the three and six months ended July 31, 2022, the Company recognized amortization of $ 101,000 and $ 199,054 related to other intangible

assets, respectively.

Value of Financial Instruments

5 unchanged sentences

and development is expensed as incurred.

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

Research and development expenses for the three months ended July 31, 2022 and 2021 were $ 41,792

and $ 30,541 , respectively.

Research and development expenses for the six months ended July 31, 2022 and 2021 were $ 68,327 and $ 53,977 ,

respectively.

Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) .

21 unchanged sentences

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

April 30, 2022

April 30, 2021

July 31, 2022

July 31, 2021

For the Three Months Ended

April 30, 2022

April 30, 2021

July 31, 2022

July 31, 2021

Slotting, Discounts, Allowances

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

Slotting, Discounts, Allowances

Disaggregation

1 unchanged sentence

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

three months ended April 30, 2022 and 2021:

three months ended July 31, 2022 and 2021:

of Disaggregates Gross Revenue by Significant Geographic Area

April 30, 2022

April 30, 2021

July 31, 2022

July 31, 2021

For the Three Months Ended

April 30, 2022

April 30, 2021

July 31, 2022

July 31, 2021

Total revenue

following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2022 and 2021:

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

Total revenue

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

3 unchanged sentences

Producing and communicating

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

and $ 126,180

respectively.

advertising expenses for the three months ended July 31, 2022 and 2021 were $ 119,332 and $ 118,881 respectively.

Producing and communicating

advertising expenses for the six months ended July 31, 2022 and 2021 were $ 306,352 and $ 245,061 respectively.

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

15 unchanged sentences

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

the three months ended July 31, 2022 and 2021, share-based compensation amounted to $ 12,333 and $ 285 , respectively.

the six months ended July 31, 2022 and 2021, share-based compensation amounted to $ 12,333 and $ 786 , respectively.

the six months ended July 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

July 31, 2022

July 31, 2021

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.

(Loss) Per Share

16 unchanged sentences

of Earnings Per Share, Basic and Diluted

April 30, 2022

April 30, 2021

July 31, 2022

July 31, 2021

For the Three Months Ended

April 30, 2022

April 30, 2021

Net income attributable to common stockholders

July 31, 2022

July 31, 2021

Net (loss) income attributable to common stockholders

$ ( 743,246 )

Effect of dilutive securities:

Diluted net income

$ ( 743,246 )

Weighted average common shares outstanding - basic

2 unchanged sentences

Weighted average common shares outstanding and assumed conversion – diluted

Basic net income per common share

Diluted net income per common share

Basic net (loss) income per common share

Diluted net (loss) income per common share

(a) - Anti-dilutive securities excluded:

July 31, 2022

July 31, 2021

For the Six Months Ended

July 31, 2022

July 31, 2021

Net (loss) income attributable to common stockholders

$ ( 639,549 )

Effect of dilutive securities:

Diluted net income

$ ( 639,549 )

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 income (loss) per common share

(a) - Anti-dilutive securities excluded:

taxes are provided in accordance with ASC 740, “ Accounting for Income Taxes ”.

A deferred tax asset or liability

is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

A deferred tax asset or liability is

recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards.

Deferred tax expense

4 unchanged sentences

and rates on the date of enactment.

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

and $ 448,501 ,

respectively, which is included in other long-term assets on the condensed consolidated balance sheets.

The Company regularly evaluates

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

As of July 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 636,581

and $ 448,501 , respectively, which is included in other long-term assets on the condensed consolidated balance sheets.

The Company regularly

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

Accounting Pronouncements

9 unchanged sentences

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.

The 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.

20 unchanged sentences

4 - Property and Equipment :

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

of Property and Equipment

April 30, 2022

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

Schedule of Property and Equipment

July 31, 2022

January 31, 2022

4 unchanged sentences

Accumulated Depreciation

Property and Equipment, Net

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

and $ 183,761 ,

Property and Equipment,

expense charged to income for the three months ended July 31, 2022 and 2021 amounted to $ 192,297 and $ 197,971 , respectively.

expense charged to income for the six months ended July 31, 2022 and 2021 amounted to $ 401,126 and $ 381,732 , respectively.

5 – Intangibles, net

net consisted of the following at April 30, 2022:

net consisted of the following at July 31, 2022:

Schedule of Intangibles Assets

Gross Carrying Amount

Carrying Amount

Accumulated Amortization

Net Carrying Amount

Remaining Life

Customer relationships

2 unchanged sentences

net consisted of the following at January 31, 2022:

Gross Carrying Amount

Carrying Amount

Accumulated Amortization

3 unchanged sentences

Tradename and trademarks

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

expense for the three and six months ended July 31, 2022 was $ 116,986 and $ 230,156 , respectively.

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

of Estimated Aggregate Amortization Expense

Schedule of Estimated Aggregate Amortization Expense

2023 (remaining)

6 - Related Party Transactions

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.

D’Agostino, a director of the Company, is an affiliate of WWS, Inc.

the three months ended July 31, 2022 and 2021, the Company recorded $ 12,000 in commission expense from WWS, Inc.

generated sales.

the six months ended July 31, 2022 and 2021, the Company recorded $ 24,000 in commission expense from WWS, Inc.

generated sales.

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.

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 July 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest

was $ 3,063,273 and $ 3,009,917 , respectively.

Interest expense related to this note was $ 27,237 and $ 53,356 for the three and six months

ended July 31, 2022, respectively.

As of July 31, 2022 and January 31, 2022, accrued interest was $ 63,273 and $ 9,917 , respectively.

– Related Party

1 unchanged sentence

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 .

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

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

expense pursuant to the lease for the three and six months ended July 31, 2022 was $ 65,608 and $ 131,216 , respectively.

Chef Inspirational Foods,

As noted above in Note 1, the Company acquired a 24 %

minority interest in Chef Inspirational Foods, Inc.

During the three and six months ended July 31, 2022,

T&L recorded sales of $ 5,388,611

and $ 11,058,976

with CIF, respectively, of which $ 1,010,343

was outstanding and included in accounts receivable on the accompanying condensed consolidated balance sheets at July 31, 2022.

During the three and six months ended July 31, 2022, OB recorded commission expense of $ 72,206 and $ 147,557

based on its transactions with CIF, respectively, of which $ 55,792

was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed consolidated balance sheets at

July 31, 2022.

Related Party Transactions

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.

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

options on a cashless basis in exchange for

shares of common stock.

the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

price of $ 1.03 per share in exchange for 57,093 shares of common stock.

During the three and six months ended July 31, 2021, six employees

exercised 940,807 options with an average exercise price of $ 0.72 in exchange for 121,310 shares of common stock.

7 - Loan and Security Agreement

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

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 as well as extend the maturity date to June

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.

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

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

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

As of July, 2022 and January 31, 2022, there were

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

respectively.

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

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

Chairman of the Board, Carl Wolf.

The covenants were waived by the bank as of July 31, 2022 and 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 $ 2,490,000

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.

as of July 31, 2022 and January 31, 2022, respectively.

During the three months ended July 31, 2022 and 2021, the Company

incurred interest of $ 32,943

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

During the six months ended July 31, 2022 and 2021, the Company incurred interest of $ 49,053 and $ 0 to M&T Bank

for the line of credit agreement, respectively.

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.

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 three and six months ended July

31, 2022, the Company recorded $ 3,015 and $ 6,030 in accretion of the debt discount, respectively.

As of July 31, 2022, the outstanding

balance and unamortized discount of the Acquisition Note was $ 6,982,759 and $ 51,741 , 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 and six months ended

July 31, 2022, the Company incurred interest of $ 73,484 and $ 148,606 for the Acquisition Note, respectively.

8 - Concentrations

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

and 14 % of gross sales.

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.

the three months ended July 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

of Concentration of Revenue

the Three Months Ended

the six months ended July 31, 2022 and 2021 the Company’s concentration of revenue is as follows:

the Six Months Ended

- These amounts are sales from Chef Inspiration Foods, a related party.

* - Not a significant

customer during the period

of July 31, 2022, these three customers represented approximately 15 %, 7 % and 1 % of total gross outstanding receivables, respectively.

As of July 31, 2021, these three customers represented approximately 40 %, 24 % and 9 % of total gross outstanding receivables, respectively.

9 - Stockholders’ Equity

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

of Option Activity

Summary of Option Activity

Weighted Average

2 unchanged sentences

Exercisable – January 31, 2022

Outstanding – April 30, 2022

Exercisable – April 30, 2022

Outstanding – July 31, 2022

Exercisable – July 31, 2022

Summary of Option Outstanding and Exercisable

Options Outstanding

Options Exercisable

Exercise Price

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

July 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 478,140 .

the six months ended July 31, 2022, the members of the board of directors and the CFO exercised 130,000 options at an average exercise

price of $ 1.00 per share in exchange for 57,093 shares of common stock.

the six months ended July 31, 2021, six employees exercised a total of 152,000

options at an average exercise price of $ 0.72

per share for aggregate proceeds of $ 19,080

in exchange for 121,310 shares of common stock.

the six months ended July 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of $ 12,333

and $ 786 , respectively.

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

At July 31, 2022, there was unrecognized share-based compensation of $ 167,741 .

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 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.

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 six 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 six months ended July 31, 2022.

Claims and Assessments

32 unchanged sentences

10 th and thereafter

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.

Company incurred $ 124,940 and $ 143,540 of royalty expenses for the three months ended July 31, 2022 and 2021, respectively.

incurred $ 274,975 and $ 291,976 of royalty expenses for the six months ended July 31, 2022 and 2021, respectively.

Royalty expenses are

included in general and administrative expenses on the condensed consolidated statements 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, 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.

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

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

Upon consummation of the acquisition of T&L and OB in December 2021, the Company paid Spartan $ 401,322

pursuant to the advisory agreement.

Based on this agreement with Spartan, as of July 31, 2022, the Company owed $ 36,000 to Spartan upon the consummation

of CIF purchase.

Financial Services.

July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services.

(“AGES”) to act

as a non-exclusive (i) dealer-manager, (ii) placement agent and/or (iii) financial advisor for a proposed issuance, or series of issuances,

for up to $ 5,000,000 of the Company’s Series B Convertible Preferred Stock (“Proposed Offering”) in a private placement

to be conducted by the Company pursuant to the exemption from the registration requirements of the Securities Act provided by Rule 506(b)

of Regulation D promulgated by the Commission under the Securities Act of 1933, as amended.

Unless terminated prior to December 31, 2022,

the period of the Engagement runs from July 5, 2022 through December 31, 2022.

consideration for its services in the Proposed Offering, AGES shall be entitled a cash fee equal to four percent (4%) of the net dollar

amount received by the Company from investors sourced by AGES plus five-year warrants to buy Common Stock of the Company at the rate

of 1 warrant for every $100 of such net dollar amount.

The Company shall be responsible for payment of all expenses relating to the proposed

offering, including but not limited to costs associated with the registration of any Common Stock which may be issued upon conversion

of the Series B Convertible Preferred Stock.

B Preferred Shares to be Issued

July 2022, the Company received net proceeds of $ 515,000 from accredited investors pursuant to the above Offering which has yet to close

and the shares have yet to be issued.

The funds received are to be used for working capital purposes.

The outstanding amount as of July

31, 2022 was $ 515,000 and is shown as “Liability for Series B Preferred Shares to be issued, net” on the accompanying condensed

consolidated balance sheets.

of Chief Executive Officer

June 21, 2022, the Board approved the appointment of Mr.

Michaels as the Company’s Chief Executive Officer and member of

the Board of Directors, effective as of September 6, 2022.

As compensation for his services, the Company shall pay Mr.

Michaels an annual

base salary of $ 325,000 for a 5-year period ending September 5, 2027.

In addition to his base salary, Mr.

Michaels is eligible for an

annual bonus and equity awards.

These equity awards include annual restricted stock units, sign on stock units, performance stock units

and profit-sharing units which will vest as defined in the employment agreement.

Appointment of Chief Financial Officer

On September 12, 2022,

the Board approved the appointment of Mr.

Gruber as the Company’s Chief Financial Officer, effective as of September

As compensation for his services, the Company shall pay Mr.

Gruber an annual base salary of $ 250,000 for a 5-year period ending

September 11, 2027.

In addition to his base salary, Mr.

Gruber is eligible for an annual bonus and equity awards.

These equity awards

include performance stock units which will vest as defined in the employment agreement.

11 – Income Taxes

Company’s effective tax rate for the three and six months ending July 31, 2022 is 21.53 % and 21.44 %, respectively.

with statutory rate primarily relate to state taxes.

Deferred tax assets are net operating loss carryforwards and other assets.

taxes are caused primarily by net operating loss carryforwards.

Tax Legislation enacted in 2017 (the “TCJA”) has significantly

changed certain aspects of U.S.

federal income taxation.

Net Operating Losses (“NOLs”) generated in 2017 and prior years

can be carried forward for 20 years.

NOLs 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.

assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of

the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon future generation for

taxable income during the periods in which temporary differences representing net future deductible amounts become deductible.

considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this

There was no valuation allowance as of July 31, 2022 or January 31, 2022.

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

financial statements.

ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions

that the Company has taken or expects to take in its tax return.

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

to be sustained upon examination by taxing authorities.

Differences between tax positions taken or expected to be taken in a tax return

and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A

liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit

because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized

as a result of applying the provisions of ASC 740.

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

2 unchanged sentences

and other laws and accounting rules in various jurisdictions

12 – Subsequent Events

Series B Preferred

The Company has designated

200,000 shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred.

The holders of the Series B Preferred

Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other

property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had

been converted to common stock immediately prior to such liquidation.

Holders of the Series B Preferred

Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 % ).

Holders of the Series B Preferred Stock

shall have no voting rights.

Each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of

common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock.

On September 13, 2022, the

Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising gross proceeds of $ 1,180,000 .

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