What changed in this filing

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Item 7. Management’s Discussion and Analysis

2023-04-26 compared with 2022-05-27 · 191 added, 257 removed, 47 unchanged (91% of the section changed)

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THESE RISKS AND OTHER

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

THOSE INCLUDED ELSEWHERE IN THIS REPORT.

of Operations for the Year ended January 31, 2022 and 2021

following table sets forth the summary statements of operations for the year ended January 31, 2022 and 2021:

For the Year Ended

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

ELSEWHERE IN THIS REPORT.

of Operations for the Years Ended January 31, 2023 and 2022

following table sets forth the summary of the consolidated statements of operations for the years ended January 31, 2023 and 2022:

For the Years Ended

January 31, 2023

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Other Expenses

Income Tax (Provision) Benefit

Net (Loss) Income

the year ended January 31, 2022 and 2021, the Company reported net (loss) income of $(251,926) and $4,067,206, respectively.

The change in net income between the year ended January 31, 2022 and 2021 was mainly the result of a decrease in gross profit percentage

(as discussed below), one-time expenses equal to $661,293 associated with acquisition closing costs and the income tax provision

of $296,472 recorded during the year ended January 31, 2022 compared to a benefit of $744,973 during the year ended

January 31, 2021.

Income Tax Benefit (Provision)

Income from equity method investment in Chef Inspirational

Net Income (Loss)

the years ended January 31, 2023 and 2022, the Company reported net income (loss) of $2,302,674 and $(251,926), respectively.

in net income (loss) between the years ended January 31, 2023 and 2022 reflects strong sales and same-customer product additions, normalization

of costs for commodities, other materials, freight as well as improvements in manufacturing efficiencies.

Sales, net of slotting fees and discounts increased by approximately 98% to $93,187,621 during the year ended January 31, 2023, from

$47,083,740 during the year ended January 31, 2022.

During the year ended January 31, 2022, the Company established a greater balance

of major customer volumes attributed to growth in sales across a strong portfolio of both national and large regional grocery chains

and club stores.

Of this increase, $3,370,825 is attributable to the acquisitions in December 2021.

The gross profit margin was 25% for the year ended January 31, 2022 compared to 31% for the year ended January 31,

The change in gross profit margin is due to increases in raw material costs, packaging costs and in-bound freight costs which outpaced

sales price increases during the year ended January 31, 2022.

Management believes price increases will catch up to the rise in

materials and services by the end of the second quarter of fiscal year end January 31, 2023.

Sales for the year ended January 31, 2023 include a full year of operations of T&L

Creative Salads and Olive Branch.

For the year ended January 31, 2022 T&L Creative Salads and Olive Branch included the period beginning

December 29, 2021 to January 31, 2022.

The gross profit margin was 21% and 25% for the years ended January 31, 2023 and 2022, respectively.

The Company continues

to identify procurement efficiencies and cost savings through stronger buying power created through the acquisitions of T&L Creative

Salads and Olive Branch.

Operating expenses increased by 41% during the year ended January 31, 2023, as compared to the year ended January 31, 2022.

Operating expenses increased as a percentage of sales to 25% in 2022 compared to 22% in 2021.

The $2,509,645 increase

in total operating expenses is primarily attributable to the following:

and Freight of $1,059,855 due to increased Finished Goods transportation rate increases and fuel surcharges;

and increased QVC

handling charges.

Commission Expenses of $142,777 due to higher sales

and greater QVC Sales which carries a higher commission

Fees of $148,974, due to the increase in the number of Independent Directors for NASDAQ compliance,

an increase in compensation to each Independent Director and an additional shareholder meeting

up-listing costs of $39,000.

Fees and Investment Banking fees of $748,293 in one-time charges related to the acquisition on December 29, 2021 of T&L

Creative Salads and Olive Branch LLC.

Expenses of $109,652 related to rising premiums and addition of coverage for the acquisitions of T&L Creative

and Olive Branch LLC.

Operating expenses decreased as a percentage of sales to 18% in 2023 compared to 25% in 2022.

The $4,825,502 increase in total operating

expenses is primarily attributable to the following:

Related Expenses rose by approximately $2,400,000 related to the executive hires, incremental costs associated with the acquisition

of T&L Creative Salads management and office salaries;

Commission Expenses rose

by approximately $650,000 due to increased sales;

Freight related expenses

rose by approximately $650,000 due to the increase in sales

expenses rose by approximately $375,000 related to the additional costs associated with the acquisition of T&L Creative Salads;

Allowance for Doubtful

Accounts rose by $233,000 due to our anticipation of increasing macroeconomic risk.

Income (Expenses):

Other income (expenses) decreased by $117,394 to $38,221 for the year ended January 31, 2022 as compared to expenses

of $155,615 during the year ended January 31, 2021.

For the year ended January 31, 2022, other income (expenses) consisted of $73,487

in interest expense incurred on the Company’s financing arrangements and amortization of debt discount of $2,438 which was offset

by the net insurance proceeds relating to the property damage claim of $37,704.

For year ended January 31, 2021, other expenses consisted

of $137,751 in interest expense incurred on the Company’s financing arrangements and the Company recorded $17,864 of amortization

expense related to the debt discount.

Other expenses increased by $615,141 to $653,362 for the year ended January 31, 2023 as compared to $38,221 for

the year ended January 31, 2022.

For the year ended January 31, 2023, other income (expenses) consisted of $633,889 in interest expense

on the Company’s financing arrangements and $22,121 in amortization of debt discount.

For the year ended January 31, 2022, other

expenses consisted of $73,487 in interest expense incurred on the Company’s financing arrangements offset by other income of $37,704.

and Capital Resources

following table summarizes total current assets, liabilities and working capital at January 31, 2023 compared to January 31, 2022:

January 31, 2022

January 31, 2021

Current Assets

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Working Capital

$ (2,180,913 )

of January 31, 2022, we had working capital of $2,653,189 as compared to a working capital of $4,834,102 as of January 31, 2021,

a decrease of $2,180,913.

The decrease in working capital is primarily attributable to a decrease in cash of $2,339,962 used for

acquisitions, an increase in accounts payable and accrued expenses of $2,772,029, increase in current portion of lease obligations

of $172,500, an increase in the related party promissory note of $759,917 and an increase in the term loan of $1,253,333.

amounts were offset by an increase in inventory of $1,695,582 and an increase in accounts receivable of $3,653,924.

cash provided by operating activities for the year ended January 31, 2022 was $909,841 compared to net cash provided

by operating activities for the year ended January 31, 2021 of $3,698,540.

The net income (loss) for the year ended January

31, 2022 and 2021 was ($251,926) and $4,067,206, respectively.

cash used in investing activities for the year ended January 31, 2022 was $11,270,957 as compared

to $(451,940) for the year ended January 31, 2021, respectively .

For the year ended January 31,

2022, the cash used in investing activities was to acquire two new companies and purchase of additional fixed assets.

For the year ended

January 31, 2021, the cash used in investing activities was to purchase additional fixed assets and intangible assets.

cash used in all financing activities for the year ended January 31, 2022 was $8,021,154 as compared to $449,723 used by

financing activities for the year ended January 31, 2021.

During the year ended January 31, 2022, the Company received proceeds of new

loan borrowings of $7,500,000 from a term loan and $765,000 from the Company’s line of credit.

These cash in-flows

(among others of a lesser amount) were offset by payments of $199,176 paid for finance lease payments.

During the year

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

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

These cash in-flows were offset by payments on its line of credit of $2,997,348,

payments on its term loan of $441,663, payments of $641,844 on the related party loans and $156,450 paid for capital lease payments.

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

of January 31, 2023, we had working capital of $3,795,610 as compared to working capital of $2,653,189 as of January 31, 2022, an increase

of $1,142,421.

The increase in working capital is primarily attributable to an increase in cash of $3,527,785, an increase of inventories

of $745,088 based on robust sales increases, and an increase in prepaid expenses and other current assets of $174,460 partially offset

by better cash management which resulted in a decrease in accounts receivable of $562,671 and an increase in accounts payable and accrued

liabilities of $2,192,359.

cash provided by operating activities for the year ended January 31, 2023 was $5,509,162 compared to net cash provided by operating activities

for the year ended January 31, 2022 of $909,841.

The net income (loss) for the years ended January 31, 2023 and 2022 was $2,302,674 and

$(251,926), respectively.

During the year ended January 31, 2023, net income was affected by non-cash adjustments of $1,715,397 and

by changes in operating activities which provided cash of $1,490,965.

During the year ended January 31, 2022, net income was affected

by adjustments to net income of $1,345,727 offset by changes in operating activities which used cash of $183,960.

cash used in investing activities for the years ended January 31, 2023 was $1,093,214 as compared to $11,270,957 for the year ended January

31, 2022, respectively.

For the year ended January 31, 2023, the Company used cash of $593,214 to purchase new machinery and equipment.

In addition, the Company paid cash of $500,000 for the acquisition of a 24% minority interest in Chef Inspirational Foods, LLC.

year ended January 31, 2022, the cash used in investing activities of $862,415 was to purchase new machinery and equipment and $10,408,542

for the acquisition of T&L and Olive Branch.

cash used in financing activities for the year ended January 31, 2023 was $888,037 as compared to $8,021,154 provided by financing activities

for the year January 31, 2022.

During the year ended January 31, 2023, the Company received net proceeds of $125,000 from borrowings

pursuant to the line of credit which were offset by payments of the term loan, related party loan, and finance lease payments of $1,293,095,

$750,000, and $235,208, respectively.

In addition, during the year ended January 31, 2023, the Company received proceeds of $26,250 for

the exercise of options and $1,365,000 from the sale of Series B Convertible Preferred Stock.

During the year ended January 31, 2023,

the Company paid offering costs of $64,600 and dividends on the Series B Preferred stock of $34,070.

During the year ended January 31,

2022, the Company received proceeds of $19,080 from the exercise of options, $7,500,000 from borrowings from a term loan, and $765,00

from borrowings from a line of credit.

These cash in-flows were offset by payments of $199,176 paid for finance lease payments and $63,750

paid in financing fees.

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

will be sufficient to meet its cash requirements through May 27, 2023 based on current and projected levels of operations,

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

If such financing is required, there

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

In the event funding is

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

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

Because of the rapidly changing environment in response to COVID-19, the current

expectations of the Company may be altered as conditions change.

will be sufficient to meet its cash requirements through April 26, 2024, based on current and projected levels of operations, the Company

may require additional funding to finance growth and achieve its strategic objectives.

If such financing is required, there can be no

assurance that financing will be available in amounts or terms acceptable to the Company, if at all.

In the event funding is not available

on reasonable terms, the Company might be required to change its growth strategy and/or seek funding on an alternative basis, but there

is no guarantee it will be able to do so.

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 consolidated financial statements.

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

(Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own

Equity (Subtopic 815-40):

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

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

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

The amendments

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

fiscal years beginning after December 15, 2021.

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

The Company is

currently evaluating the effects of the adoption of ASU No.

2021-04 on its consolidated financial statements.

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.

May 2021, the Financial Accounting Standards Board (“FASB”) issued accounting standards update ASU 2021-04, “ Earnings

Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic

718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40):

Issuer’s Accounting for Certain

Modifications or Exchanges of Freestanding Equity-Classified Written Call Options ”, to clarify and reduce diversity in an issuer’s

accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain

equity classified after modification or exchange.

The amendments in this ASU are effective for public and nonpublic entities for fiscal

years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021.

Early adoption is permitted,

including adoption in an interim period.

The Company 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 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.

February 1, 2024.

January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350)—Simplifying the Test for Goodwill Impairment

(“ASU 2017-04”).

ASU 2017-04 simplifies the accounting for goodwill impairments by eliminating the requirement to compare

the implied fair value of goodwill with its carrying amount as part of step two of the goodwill impairment test referenced in Accounting

Standards Codification (“ASC”) 350, Intangibles - Goodwill and Other (“ASC 350”).

As a result, an entity should

perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount.

impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value.

the impairment loss recognized should not exceed the total amount of goodwill allocated to that reporting unit.

ASU 2017-04 is effective

for annual reporting periods beginning after December 15, 2022, including any interim impairment tests within those annual periods, with

early application permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.

2022, we elected to early adopt ASU 2017-04, and the adoption had no impact on our consolidated financial statements.

We will perform

future goodwill impairment tests according to ASU 2017-04.

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

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Accounting Policies

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

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

GAAP requires the use of estimates;

assumptions, judgments and subjective

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

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

risk and financial condition.

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

and conservatively applied.

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

under the circumstances.

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

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

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

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

US GAAP requires the use of estimates;

assumptions, judgments and subjective interpretations

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

These estimates can also

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

We believe our use of estimates and underlying accounting assumptions adhere to US GAAP and are consistently applied.

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

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

We continue to monitor significant estimates

made during the preparation of our financial statements.

significant accounting policies are summarized in Note 3 of our consolidated financial statements.

While all these significant

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

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

to use a greater degree of judgment and estimates.

While all these significant accounting

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

Policies determined

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

degree of judgment and estimates.

Actual results may differ from those estimates.

Our management believes that given

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

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

Our management believes that given current facts and

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

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

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

used in the preparation of our consolidated financial statements:

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 consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that

affect the amounts reported in the consolidated financial statements and accompanying notes.

Such estimates and assumptions impact, among

others, the following:

allowance for doubtful accounts, and the fair value of share-based payments.

estimates requires management to exercise significant judgment.

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could differ significantly from our estimates.

Intangible Assets

The Company accounts for acquired internal-use

software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software as

intangible assets.

The Company capitalized $87,639 of costs incurred in the year ended January 31, 2022 to implement cloud computing

arrangements.

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

line item within the consolidated statements of operations that reflects the nature of the license.

Additionally, the Company evaluates its accounting

for fees paid in an agreement to determine whether it includes a license to internal-use software.

If the agreement includes a software

license, the Company accounts for the software license as an intangible asset.

Acquired software licenses are recognized and measured

at cost, which includes the present value of the license obligation if the license is to be paid for over time.

If the agreement does

not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs

are generally expensed as incurred.

The 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

If impairment is deemed more likely than not, management would perform the two-step goodwill impairment test.

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 unit.

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.

If 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.

If the fair 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.

Management 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.

Other Intangibles

Amortizable intangible assets, including tradenames

and trademarks, are amortized on a straight-line basis over 3 years.

Customer relationships are amortized on a straight-line basis over

4 to 5 years.

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:

Not 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.

Not to apply the recognition

requirements in ASC 842 to short-term leases.

Not record a right of use

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

The Company recognizes revenue in accordance with

ASU 2014-09, Revenue from Contracts with Customers (Topic 606) .

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

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

Typically, this occurs when the goods

are shipped to the customer.

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

in exchange for the goods.

is not amortized in accordance with US GAAP.

Instead, goodwill is reviewed annually for impairment.

annual assessment date is January 31.

An interim impairment test would be required whenever events or circumstances make it more likely

than not that an impairment may have occurred.

The goodwill impairment test compares the fair value of a reporting unit with its carrying

We would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value;

however, the loss recognized would not exceed the total amount of goodwill.

Additionally, we consider income tax effects from any tax-deductible

goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable.

have the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative goodwill impairment

However, we may elect to perform the quantitative goodwill impairment test even if no indications of a potential impairment exist.

goodwill was $8,633,334 at January 31, 2023.

our annual goodwill impairment tests as of January 31, 2023, we performed a qualitative assessment which indicated that it was more likely

than not that the fair values of our reporting units exceeded their respective carrying values and, therefore, did not result in an impairment.

In addition, we do not believe we are currently at risk of goodwill impairment.

Our qualitative assessments considered several factors

including (i) the business enterprise value and the excess of the fair value over carrying value, (ii) macroeconomic conditions, (iii)

industry and market considerations including industry revenue, EBITDA margins, and multiples based on business enterprise value to revenues

and to EBITDA, and (iv) the recent financial performance and budget, as well as other factors.

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.

intangible assets, including tradenames and trademarks, are amortized on a straight-line basis over 3 years.

Customer relationships are

amortized on a straight-line basis over 4 to 5 years.

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

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

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

Typically, this occurs when the goods are received

by the customer.

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

for the goods.

The transaction price is adjusted for estimates of known or expected variable consideration, which includes consumer incentives,

trade promotions, and allowances, such as coupons, discounts, rebates, volume-based incentives, cooperative advertising, and other programs.

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

Under the new revenue

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

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

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

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

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

The Company accounts for compensation

cost for stock option plans in accordance with ASC 718.

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

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

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

Grants of share-based payment awards issued

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

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

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

termination of service.

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

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

Share-based payments issued to placement

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

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

The risk-free interest

rate assumption is based on the U.S.

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

time of the grant.

The Company has not paid

any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable

The expected option term

is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”)

The term is the life of

The expected volatility

was estimated using the historical volatilities of the Company’s common stock.

The forfeiture rate is

based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

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

Quantitative and Qualitative Disclosures About Market Risk.

reporting companies are not required to provide the information required by this item.

Under the revenue guidance, the Company elected

to treat shipping and handling activities as fulfilment activities, and the related costs are recorded as selling expenses in general

and administrative expenses on the consolidated statement of operations.

Company uses the Black-Scholes option-pricing model to determine the fair value of equity-based grants, excluding restricted stock.

estimating fair value, management is required to make certain assumptions and estimates such as the expected life of units, volatility

of the Company’s future share price, risk-free rates, future dividend yields and estimated forfeitures at the initial grant date.

Changes in assumptions used to estimate fair value could result in materially different results.

Qualitative And Quantitative Disclosures About Market Risk

are a smaller reporting company as defined in Regulation S-K of the Securities Exchange Act of 1934, as amended, and are not required

to provide the information under this item.

Financial Statements.

3 unchanged sentences

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What changed 10-K

Item 7. Management’s Discussion and Analysis