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Item 9A. Controls and Procedures

2023-04-26 compared with 2022-05-27 · 1162 added, 1039 removed, 737 unchanged (75% of the section changed)

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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

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

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

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

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

Securities and Exchange Commission’s

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

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

to allow timely decisions regarding required disclosure.

controls and procedures are the Company’s controls and other procedures that are designed to ensure that information required to

be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 (as defined in Rules 13a-15(e) and 15d-15(e)

under the Securities Exchange Act of 1934), as amended (the “Exchange Act”) is recorded, processed, summarized and reported

within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures

include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that

we file under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial

Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls

and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable

assurance of achieving the desired control objectives.

Due to the inherent limitations of control systems, not all misstatements may

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can

occur because of a simple error or mistake.

Additionally, controls can be circumvented by the individual acts of some persons, by collusion

of two or more people, or by management override of the control.

Controls and procedures can only provide reasonable, not absolute, assurance

that the above objectives have been met.

April 26, 2023, the Company evaluated, with the participation of its management, including our Chief Executive Officer and Chief Financial

Officer, the effectiveness of the Company’s disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under

the Securities Exchange Act of 1934.

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that

the Company’s disclosure controls and procedures were effective, at the reasonable assurance level, in ensuring that information

required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized

and reported, within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management,

including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

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

Internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal

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

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

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

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

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

has conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 31, 2022, based on the

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

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

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

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

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

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

including the following material weakness:

sufficient accounting staff to appropriately segregate duties and leverage decision makers

to consolidate new entities and complete timely reporting of financial data

Lacked sufficient orientation and experience with new ERP systems platform

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

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

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

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

Remediation Initiatives

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

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

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

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

of our Chief Financial Officer.

Retained Third Party NetSuite Platform expertise to improve ready access

to knowledge for problem solving and staff training,

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

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

the Company’s approach to gross profit calculation.

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

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

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

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

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

basis and platform.

Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as defined

in Rule 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability

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

principles and includes those policies and procedures that:

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

transactions and dispositions of the assets of the Company;

reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the Company are being made only in accordance with authorizations

of management and the board of directors of the Company;

reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use or disposition of the Company’s assets that could have a material effect on the

financial statements.

of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of

any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions

or because of declines in the degree of compliance with policies or procedures.

assessed the effectiveness of its internal control over financial reporting as of January 31, 2023.

In making this assessment, they used

the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated

Framework (2013).

Based on our evaluation under such framework, our

management concluded that our internal control over financial reporting was effective as of January 31, 2023.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

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

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

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

on the Effectiveness of Controls .

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

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

Because of the inherent limitations in all control systems,

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

described above, in the fourth quarter of fiscal 2023, we completed the remediation of a material weaknesses in our internal control

over financial reporting relating to the lack sufficient accounting staff to appropriately segregate duties and leverage decision makers

to consolidate new entities and complete timely reporting of financial data and the lack of sufficient orientation and experience with

new ERP systems platform which hindered productivity and required additional supervision delaying timely reporting of financial statements.

There were no other changes in our internal control over financial reporting during the fourth quarter of fiscal 2023 that have materially

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

Other Information.

Disclosure Regarding Foreign Jurisdictions

That Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

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following table discloses our directors and executive officers as of April 26, 2023.

Executive Officer and Chairman of the Board of Directors

Financial Officer

Vice President and Director

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

Wolf has served as Chief

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

Wolf was the founder,

majority shareholder, Chairman of the Board, and CEO of Alpine Lace Brands, Inc., a NASDAQ-listed public company with over $125 million

in wholesale sales.

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

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

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

Wolf served an advisor to Mamma

Sez Biscotti, a snack and bakery product company (which was sold in a later period to Nonnis, the largest biscotti company in the United

States) from 2002 to 2004.

Previously he served as Director and on the Audit and Development committees of American Home Food Products,

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

Wolf also served as Chairman of the Board of Media

Bay, which was a NASDAQ listed public company which ally traded direct seller of spoken word through its audio book club and old time

radio classic activities and download spoken content, from 2002 to 2004.

Wolf received his B.A.

in 1965 from Rutgers University (Henry Rutgers Scholar) and his M.B.A.

in 1966 from the University of Pittsburgh

(with honors).

evaluating Mr.

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

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

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

Chief Executive Officer

and Chairman of the Board of Directors

Matthew Brown

President and Director

Chief Financial Officer

Executive Vice President

Alfred D’Agostino

Michael Stengel

Meghan Henson

Shirley Romig

Michaels was appointed Chief Executive Officer and a member of the Board of Directors of the Company effective September 6, 2022

and was appointed Chairman of the Board effective February 1, 2023.

Michaels is an experienced food industry executive and former management consultant.

Prior to MamaMancini’s, Adam worked at Mondelez

International, a multinational food and beverage company.

Over the past nine years, he held numerous roles with increasing responsibility

at Mondelez across Supply Chain, Commercial Sales & Marketing, and Strategy.

Adam was most recently responsible for M&A and Commercial

activities within North American Ventures – a business unit comprised of smaller, high-growth brands.

Before joining Mondelez,

Adam was a Principal at Booz & Company, a management consulting firm, for seven years, where he specialized in the Food & Beverage

holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania.

Board determined that Mr.

Michaels is qualified to serve as a director given his extensive Food & Beverage experience, corporate

strategy background, understanding of consumer insights & analytics, and prior work accelerating brands across their growth lifecycles.

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

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

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

He has been previously employed as Controller for

Emerging Power, Inc.

from July 7, 2016 through January 12, 2018.

He was also employed by Elaut USA, Inc.

from April 4, 2013 through July

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

Morgenstein was Corporate Controller & VP of Finance.

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

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

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

Burns has served as a director of

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

Additionally,

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

and healthy food services, and healthcare technology.

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

Accenture where he led the U.S.

Health Insurance Industry Program comprised of approximately 600 professionals.

He also has sat on various

financial committees and boards of directors throughout his career.

Gruber has served since September 2022 as the Company’s Chief Financial Officer.

Gruber served as Chief Financial Officer

from 2019 to 2021 of De’Longhi America, Inc., an appliance manufacturer known for its espresso machines, which is the North American

subsidiary of the Italian parent, De’Longhi S.p.A.

He successfully restructured the Finance function for the 120-employee company

with annual revenues of approximately $400 million.

2018-2019, he served as Chief Financial Officer of LBM Advantage, Inc., a member-owned lumber and building materials buying cooperative

with 500+ members and revenues of approximately $2.2 billion.

2014-2017, he served as Vice President Finance and Chief Financial Officer of Richemont North America, Inc., which is the North American

subsidiary of the Swiss-based luxury goods company, with 2017 revenues of approximately $2.0 billion and 2000 employees.

Brands include Cartier, Chloe, Dunhill, MontBlanc and Piaget, among others.

2005-2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America

He previously served as a Senior Accountant with Ernst & Young LLP.

Gruber earned a BS, Accounting from the University of Bridgeport, Bridgeport, CT and has been a Certified Public Accountant since 1993.

Burns has been Executive Vice President of the Company since February 1, 2020.

He has over 30 years of experience in the investment,

management and operations transformation across industries including high quality and healthy food services, real estate, clean and efficient

energy sources and healthcare technology.

Burns has served as a director of Mama Mancini’s from February 2010 through the present.

Prior to that, for a period of 24 years he worked at and was senior executive at Accenture where he led the U.S.

Health Insurance Industry

Program comprised of approximately 600 professionals.

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

Burns received his B.S.

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Beginning in March 2001

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

Jersey Metropolitan and Philadelphia marketplace.

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

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

Previously, from February 1987 until August 1995

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

D’Agostino received his B.S.

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

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

Metropolitan and Philadelphia marketplace.

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

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

Previously, from February 1987 until August 1995 he worked

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

evaluating Mr.

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

D’Agostino received his B.S.

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

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

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for the University of Medicine and Dentistry of New Jersey.

Janeway received his B.A.

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

Board of Directors determined that Mr.

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

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

He also has experience in the area of whole sale wholesale

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

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

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

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

Haley has been recognized in

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

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

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

Haley received an A.B.

in Government, magna cum laude, from Harvard College.

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

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

interest of maximizing shareholder value.

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

He also has experience in the area of wholesale distribution,

due to his past position at Wakefern and his knowledge of running and managing companies and his proven track record of success in such

endeavors will be invaluable to the Company going forward.

Janeway received his B.A.

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

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

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

From June 2009 to May 2022, he

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

Metropolitan and Philadelphia marketplace.

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

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

Previously from March 1993 until September 2007 he was

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

cheeses around the world.

From June 2009 to May 2022, he served as the

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

Philadelphia marketplace.

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

that imported and distributed various kinds of cheeses.

Previously from March 1993 until September 2007 he was the President and owner

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

Toto received his B.A.

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

Relationships

Matthew Brown, our Chief Operating Officer, is the son-in-law of Mr.

Carl Wolf, our Chief Executive Officer.

Henson is an experienced senior human resources executive with experience across several industries.

She has served since 2020 as

Executive Vice President, Chief Human Resources Officer of Avantor, Radnor, PA.

Previously, she served as Chief Human Resources Officer

of XPO Logistics, Greenwich, CT from 2016-2020.

She served as Executive Vice President, Chief Human Resources Officer, Chubb Insurance,

Warren, NJ from 2013-2016 after serving in various Human Resources leadership roles with PepsiCo from 2004-2013.

Prior to PepsiCo, she

served as Senior Manager, Human Capital for Deloitte Consulting from 2001-2004 and Manager, HR and Change Management for Towers Perrin

(now Willis Towers Watson) from 1997-2001.

She holds an MBA with emphasis in Organizational Behavior from the University of Michigan

and a Bachelor of Arts, Political Science and East Asian Studies at the University of Wisconsin.

During her tenure at the University

of Wisconsin, she was elected Student Body President.

board determined that Ms.

Henson’s breadth of executive experience and expertise in leading human resources functions for large

companies would provide valuable insight to the board.

Romig has two decades of experience in operationalizing growth strategies and leading transformational initiatives in complex consumer

and technology organizations.

Most recently, Ms.

Romig was the CEO and Co-Founder of Mixo Group, Inc., a digital creator platform for

the $1.7T food market.

Previously, she was Vice President with Lyft, leading Global Operations, East and Canada from 2019 to 2022.

2017-2019, Ms.

Romig led six lines of businesses at Equinox Fitness Clubs as Group Vice President.

From 2016-2017, Ms.

Romig was the

Head of Retail Strategy for SapientRazorfish, a global digital agency.

From 2013 to 2015, Ms.

Romig was the Senior Vice President of

Corporate Strategy with HBC responsible for implementation of growth initiatives across Saks Fifth Avenue, Saks OFF 5th, Lord & Taylor

and Hudson’s Bay in Canada.

Romig also served as a Vice President for Saks Incorporated where she led the company’s omnichannel

transformation work and launched Saksoff5th.com as well as numerous growth initiatives for Saks.com.

Earlier in her career, Ms.

worked in equity research and digital and strategy consulting.

Romig also serves on the Board of Directors for Lovesac, a publicly

traded home furnishings company as the Chair of the Nominating and Governance Committee.

Romig holds an M.B.A.

from the Darden School

of Business and a Bachelor of Science from the McIntire School of Commerce, both at the University of Virginia.

nominating Ms.

Romig as a director, the board considered her expertise in leading transformational initiatives across a number of industries,

background in growth strategy implementation and public company experience.

Committees and Charters

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governance committee.

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

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

Our board of directors

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

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

legal compliance.

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

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

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

the scope of the independent auditors’ examination.

the financial statements and the independent auditors’ report.

areas of potential significant financial risk to the Company.

compliance with legal and regulatory requirements.

recommendations from the independent auditors regarding internal controls and other matters.

recommendations to the Board.

any disagreements between management and the auditors regarding financial reporting.

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

other related tasks as requested by the Board.

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

Monitor the independence

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

Provide an avenue of communication

among the independent auditors, management, the Company’s accounting personnel, and the Board.

Appoint and provide oversight

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

Discuss the scope of the

independent auditors’ examination.

Review the financial statements

and the independent auditors’ report.

Review areas of potential

significant financial risk to the Company.

Monitor compliance

with legal and regulatory requirements.

Solicit recommendations

from the independent auditors regarding internal controls and other matters.

Make recommendations to

Resolve any disagreements

between management and the auditors regarding financial reporting matters.

Prepare the report required

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

Perform other related tasks

as requested by the Board.

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

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

Audit Committee consists of Mr.

Toto who serves as Chairman, Mr.

D’Agostino, Mr.

Janeway and Mr.

our Audit Committee financial expert as currently defined under applicable SEC rules.

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

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

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

The Compensation Committee’s actions shall generally

be related to overall considerations, policies and strategies.

Audit Committee consists of Messrs.

Toto, Stengel, and D’Agostino.

Toto serves as the Chairperson of our Audit Committee.

and Compensation Committee

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

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

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

The Compensation Committee’s actions shall

generally be related to overall considerations, policies and strategies.

following are specific duties and responsibilities of the Compensation Committee:

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

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

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

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

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

while focusing on long-term stockholder interests.

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

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

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

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

other executive officers of the Company.

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

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

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

proxy statement in accordance with applicable SEC rules.

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

an annual review of non-employee director compensation programs and recommend changes thereto to the Board when appropriate.

for executive development and succession.

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

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

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

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

incentive compensation plan or equity-based plan.

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

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

Compensation Committee consists of Mr.

D’Agostino who serves as Chairman, and Mr.

Dean Janeway and Mr.

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

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

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

Review and determine the

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

executive officers, including development of an appropriate balance between short-term pay and long-term incentives while focusing

on long-term stockholder interests.

Determine salary increases

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

Review and approve corporate

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

Review and approve benefit

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

Review and approve employment

or other agreements relating to compensation for the Chairman of the Board, the CEO, the President and the other executive officers

of the Company.

Review and discuss with

management the Company’s Compensation Discussion and Analysis (“CD&A”) and recommend to the Board that the

CD&A be included in the annual report on Form 10-K and/or proxy statement in accordance with applicable SEC rules.

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

annual proxy statement in accordance with applicable SEC rules.

Perform an annual evaluation

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

Perform an annual review

of non-employee director compensation programs and recommend changes thereto to the Board when appropriate.

Plan for executive development

and succession.

Review and approve all

equity-based compensation plans and amendments thereto, subject to any stockholder approval under the listing standards of NASDAQ.

Recommend an appropriate

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

deems appropriate, to respond to such stockholder concerns.

Perform such duties and

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

plan or equity-based plan.

Review risks related to

the Company’s compensation policies and practices and review and discuss, at least annually, the relationship between the Company’s

risk management policies and practices, corporate strategy and compensation policies and practices.

People and Compensation Committee consists of Ms.

Henson and Messrs D’Agostino, Janeway and Toto.

Henson serves as the Chairperson

of our People and Compensation Committee.

Nominating/Corporate

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

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

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

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

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

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

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

in identifying, interviewing and recruiting candidates for the Board.

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

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

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

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

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

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

Corporate Governance Guidelines.

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

the annual performance evaluation process.

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

in accordance with the Company’s Corporate Governance Guidelines.

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

Corporate Governance Guidelines.

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

Corporate Governance Guidelines and overall corporate governance of the Company.

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

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

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

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

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

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

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

and recommend changes in (i) the structure and operations of Board Committees, and (ii) Committee reporting to the Board.

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

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

for approval at any annual or special meeting of stockholders.

report on Committee activities and recommendations to the Board.

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

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

Nominating/Corporate Governance Committee consists of Mr.

Janeway who serves as Chairman, Mr.

D’Agostino, Mr.

Haley and Mr.

Determine, in consultation

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

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

Assist in identifying,

interviewing and recruiting candidates for the Board.

Evaluate, in consultation

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

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

Before recommending

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

conflicts of interest, and other relevant factors.

Evaluate, in consultation

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

and the selection of the Chairman of the Board and the Board committee chairs consistent with the Company’s Corporate Governance

Determine the methods and

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

evaluation process.

Evaluate and make recommendations

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

with the Company’s Corporate Governance Guidelines.

Review and make recommendations

to the Board regarding policies relating to directors’ compensation, consistent with the Company’s Corporate Governance

As set forth herein, monitor

compliance with, and at least annually evaluate and make recommendations to the Board regarding, the Company’s Corporate Governance

Guidelines and overall corporate governance of the Company.

Assist the Board and the

Company’s officers in ensuring compliance with an implementation of the Company’s Corporate Governance Guidelines.

Develop and implement continuing

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

Annually evaluate and make

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

Review the Code of Ethics

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

Review requests from outside

the Committee for any waiver or amendment of the Company’s Code of Business Conduct and Ethics and recommend to the Board whether

a particular waiver should be granted or whether a particular amendment should be adopted.

Oversee Committee membership

and qualifications and the performance of members of the Board.

Review and recommend changes

in (i) the structure and operations of Board Committees, and (ii) Committee reporting to the Board.

Make recommendations annually

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

Review and make recommendations

to the Board regarding the position the Company should take with respect to any proposals submitted by stockholders for approval

at any annual or special meeting of stockholders.

Regularly report on Committee

activities and recommendations to the Board.

Perform any other activities

consistent with this Charter, the Company’s Certificate of Incorporation and Bylaws, as amended from time to time, the NASDAQ

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

Nominating/Corporate Governance Committee consists of Ms.

Romig and Messrs.

Janeway and Stengel.

Janeway serves as the

DIVERSITY MATRIX

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

Under the rule, NASDAQ-listed companies

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

The composition

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

below Board Diversity Matrix.

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

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

The following chart summarizes certain self-identified personal characteristics

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

and related instructions.

Diversity Matrix (As of May 19, 2022)

Number of Directors

Under the rule, NASDAQ-listed companies must

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

The composition of

our Board does currently include two individuals who are diverse under the Nasdaq Listing Rule 5605(f), as presented in the below Board

Diversity Matrix.

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

LGBTQ+ are defined as being diverse.

The following chart summarizes certain self-identified personal characteristics of our directors,

in accordance with Nasdaq Listing Rule 5605(f) Each term used in the table has the meaning given to it in the rule and related instructions.

Board Diversity Matrix (As of April 26, 2023)

Total Number of Directors

Gender Identity

Demographic Background

American or Black

Native or Native American

Hawaiian or Pacific Islander

or More Races or Ethnicities

Not Disclose Demographic Background

who are Military Veterans

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

Rule 5605(f).

African American or Black

Alaskan Native or Native American

Hispanic or Latinx

Native Hawaiian or Pacific Islander

Two or More Races or Ethnicities

Did Not Disclose Demographic Background

Directors who are Military Veterans

of Business Conduct and Ethics

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

with Section 16(A) of the Exchange Act

Section 16(a) Reports

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

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Non-Equity Incentive Plan Compensation ($)

Non-Qualified Deferred Compensation

Non-Qualified Deferred Compensation Earnings

All Other Compensation ($)

Former CEO/Chairman(1)

CEO/Chairman (2)

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Lawrence Morgenstein

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

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

Burns was appointed Executive Vice President of the Company in 2019.

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

On April 1, 2020, Mr.

Morgenstein was granted 7,500 options

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

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Anthony Gruber

appointed as Chief Executive Officer of the Company on January 24, 2013 and resigned effective September 5, 2022.

Michaels was appointed

Chief Executive Officer of the Company on September 6, 2022.

He was later appointed Chairman of the Board on February 1, 2023 upon

Wolf’s resignation as Chairman of the Board on the close of business on January 31, 2023.

Brown was appointed President of the Company on

January 24, 2013.

All other compensation includes $11,800 for automobile allowance

Burns was appointed Executive Vice President of

the Company in February 1, 2020.

Morgenstein was appointed

Chief Financial Officer on April 1, 2018 and served in that capacity until September 6, 2022, and left the Company’s employ

effective January 31, 2023.

Gruber was appointed

Chief Financial Officer of the Company effective September 19, 2022.

EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

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

Number of Securities Underlying Unexercised Options (#) Unexercisable I

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

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

Option Exercise Price ($) I

Option Exercise Price ($)

Option Expiration Date (f)

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

Chief Executive Officer(1)

Former Chief Executive Officer

CEO/Chairman (2)

Matthew Brown

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Lawrence Morgenstein

Chief Financial Officer

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

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

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

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

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

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

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

Former Chief Financial Officer

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

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

Michaels, and Mr.

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

Only those directors who are

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

service on our board of directors.

Only those directors

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

their service on our board of directors.

D’Agostino, Mr.

Stengel and Mr.

Janeway are paid $40,000

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

Henson, and Ms.

Romig are paid

$40,000 per annum for their service as members of the board, payable quarterly.

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

following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2023 and 2022.

Incentive Plan Compensation ($)

Other Compensation ($)

D’Agostino (2)

Connor Haley (5)

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

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

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

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

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

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

Fees earned or paid in cash

Carl Wolf (1)

Steven Burns (2)

Alfred D’Agostino (3)

Thomas Toto (4)

Dean Janeway (5)

Meghan Henson (6)

Michael Stengel (7)

Wolf was appointed as a director

of the Company on January 24, 2013 and resigned effective January 31, 2023.

Burns was appointed as a director of the Company

on January 24, 2013.

D’Agostino was appointed as a director of

the Company on January 24, 2013.

Toto was appointed as a director of the Company

on January 24, 2013.

Janeway was appointed as a director of the Company

on January 24, 2013.

Ms Henson was appointed as a director of the Company

on November 21, 2022.

Stengel was appointed as a director of the Company

on June 24, 2021.

Romig was appointed

as a director of the Company on March 9, 2023.

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

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As compensation for his services Mr.

Wolf receives a base salary of

$215,000 per year.

Wolf’s compensation was increased

to $215,000 per year effective November 1, 2017.

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

In addition, Mr.

Wolf is eligible to receive

an annual bonus as determined by the Board.

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

As part of the agreement, Mr.

Wolf is subject to confidentiality provisions regarding MamaMancini’s,

and certain covenants not to compete.

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

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

for Termination

to be Received

Payments plus 12 months Base Salary

Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment

Payments minus any yearly bonus

Termination Payment equals:

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

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

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

by the Employee on MamaMancini’s behalf.

Wolf is subject to confidentiality

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

Wolf is also entitled to receive certain Termination

Wolf’s employment with the Company terminated effective January 31, 2023.

Wolf’s termination he was

entitled to receive a termination payment of $240,000, which was paid in February 2023.

September 6, 2022, MamaMancini’s entered into an employment agreement with Adam L.

Michaels as Chief Executive Officer of MamaMancini’s

for an initial term of five (5) years at an initial base salary of $325,000 per year and is eligible for a year-end bonus of up to $650,000

(with a minimum cash bonus of $135,000 for the fiscal year ended January 31, 2023).

He is also eligible to receive Annual Restricted

Stock Units, Sign-on Restricted Stock Units and Sign-on Stock Performance Stock Units.

As part of the agreement, Mr.

Michaels is subject

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

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

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

Brown is also entitled to receive Termination Payments

(as defined in Section 11.1 of Mr.

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

the following:

for Termination

to be Received

Payments plus 12 months Base Salary

Payments plus lesser of 12 months Base Salary or remaining Initial Term of employment

Payments minus any yearly bonus

Termination Payment equals:

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

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

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

by the Employee on the MamaMancini’s behalf.

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

for an initial term of one year.

Unless terminated, Mr.

Morgenstein’s employment agreement automatically renews for successive

one-year terms.

As compensation for his services, Mr.

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

bonus of up to $25,000.

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

Brown is also entitled to receive certain Termination

September 19, 2022, MamaMancini’s entered into an employment agreement with Anthony Gruber as Chief Financial Officer of MamaMancini’s

for an initial term of five (5) years at an initial base salary of $250,000 per year and is eligible for a year-end bonus of up to $125,000.

He is also eligible to receive Sign-on Stock Performance Stock Units.

As part of the agreement, Mr.

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

Gruber is subject to confidentiality

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

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

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Name of Beneficial Owner(1)

Number of Shares Beneficially Owned

Percent of class(2)

5% or Greater Stockholders (other than Executive Officers and Directors)

Named Executive Officers and Directors

7,223,248 (3)

Executive Officers and Directors

Matthew Brown

5,629,921 (4)

Lawrence Morgenstein

Anthony Gruber

1,434,801 (6)

Alfred D’Agostino

1,010,242 (7)

Patrick Connor Haley

1,686,799 (10)

Michael Stengel

Meghan Henson

Shirley Romig

All executive officers and directors as a group (10 persons)

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Brown maintains full voting control of such shares.

30,000 stock options which are currently exercisable.

100,049 shares purchased in the open market.

amount includes 138,888 shares held by Steven Burns, 84,074 shares held by Milvia Burns, Mr.

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amount includes 279,072 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt.

Share total also includes

an option to purchase 100,000 shares of common stock.

shares held by Alta Fox Opportunities Fund, LP.

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

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

Alta Fox Equity, LLC serves

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

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

Alta Fox Capital Management,

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

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

Haley is the Manager of Alta Fox Capital Management,

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

Share total also

includes an option to purchase 125,000 shares of common stock.

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

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

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

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

Company is authorized to issue an aggregate number of 270,000,000 shares of capital stock, of which 120,000 shares are Series A Preferred

stock, $0.00001 par value per share, 200,000 shares are Series B Preferred stock, $0.00001 par value per share, 19,680,000 shares are

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

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

At April 26, 2023, we had 36,317,857

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

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

The Company has designated 120,000

shares of preferred stock as Series A Convertible Preferred stock.

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

Stock are issued and outstanding.

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

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

Preferred Stock.

Company is authorized to issue 120,000 shares are Series A Preferred stock, $0.00001 par value per share, 200,000 shares are Series B

Preferred stock, $0.00001 par value per share, and 19,680,000 preferred stock, $0.00001 par value per share.

Company has designated 120,000 shares of preferred stock as Series A Convertible Preferred stock.

All of the shares of the Company’s

previously issued Series A Convertible Preferred Stock were converted as of February 13, 2020 and none remain outstanding.

A Convertible Preferred Stock shares were convertible, at the option of the holder, into shares of Company Common Stock at a conversion

price of $0.675 (subject to adjustment) based upon the stated value of the Series A Convertible Preferred Stock.

the year ended January 31, 2023, the Company sold 54,600 shares of Series B Preferred Stock for gross proceeds of $1,365,000.

holders of Series B Preferred Stock shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally

available for such purpose, an accruing cumulative dividend, in preference to any dividend on the Common Stock, at an annual rate of

eight percent (8%) of the Original Purchase Price, payable monthly.

of Series B Preferred may be converted into Common Stock at a rate of 1 share of Series B Preferred Stock into 15 shares of Common Stock

at any time at the option of the holder.

The Company can force conversion at $2.00 per share of Common Stock at any time after six (6)

months after issue if the Common Stock has a closing price of $2.00 or higher in any 30 consecutive trading days.

After 18 months, the

Company can force holders to convert at a 20% discount to the most recent 20-day average closing price per share.

The Company also has

the right to cause a conversion following a Fundamental Change.

any time on or after the date six (6) months after the Original Issue Date, the Company shall have the right, at its option, to give

notice of its election to redeem all outstanding shares of Series B Preferred Stock at the Redemption Price in effect on the date selected

by the Company.

“Redemption Price” shall mean (i) for the period from and after six (6) months from the Original Issue Date

until eighteen (18) months from the Original Issue Date, $2.50 plus accrued and unpaid dividends;

(ii) for the period from and after

the second anniversary of the Original Issue Date until the day immediately preceding the third anniversary of the Original Issue Date,

$3.00 plus accrued and unpaid dividends;

and (iii) from and after the third anniversary of the Original Issue Date, $3.50 plus accrued

and unpaid dividends.

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

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

We have not paid any cash dividends to the holders

of our Common Stock.

The holders of Series B Preferred Stock shall be

entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for such purpose, an accruing

cumulative dividend, in preference to any dividend on the Common Stock, at an annual rate of eight percent (8%) of the Original Purchase

Price, payable monthly.

The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings,

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business operations.

of April 28, 2022, there are no outstanding warrants to purchase of our common shares.

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

to $1.38 per share.

We have not paid any cash dividends to the holders of our Common Stock.

of April 26, 2023, there are 13,650 outstanding warrants to purchase our common shares.

of April 26, 2023, there outstanding options to purchase 689,000 shares of Company Common Stock at prices ranging from $0.39 to $1.48

Certain Relationships and Related Transactions, and Director Independence.

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

This property is owned by Anthony Morello, Jr.,

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

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

(“World Wide Sales”), a perishable

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

D’Agostino is the President

of World Wide Sales.

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

sales commission on net sales (sales less any promotions, credits, allowance, and short pay) to supermarket chains headquartered in the

New York Metropolitan area per month.

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

This property is owned by Anthony Morello, Jr., President

of T&L, as well as individuals related to Mr.

During the years ended January 31, 2022 and 2021, we paid $242,400 and $20,200,

respectively, in rent under this lease.

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

The promissory note requires

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

one-half (3.5%) per annum.

As of January 31, 2023 and January 31, 2022, the outstanding balance under the note was $2,250,000 and $3,009,917,

respectively.

For the year ended January 31, 2023 and January 31, 2022 interest expense for this note was $101,771 and $9,917 respectively.

As of January 31, 2023 and January 31, 2022, accrued interest was $6,688 and $9,917, respectively.

board of directors has determined that each of Messrs.

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

within the meaning of the applicable rules of the SEC and the NASDAQ Markets and that each of them is also an independent

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

In addition, our board of directors has

determined that Mr.

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

the NASDAQ Markets.

D’Agostino, Toto, Janeway, Henson, Romig, and Stengel is an independent

director within the meaning of the applicable rules of the SEC and the NASDAQ Markets and that each of them is also an independent director

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

In addition, our board of directors has determined

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

Principal Accounting Fees and Services.

Audit Fees consist of assurance and related

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

This category includes fees

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

the application of US GAAP to proposed transactions.

The aggregate audit fees billed for the fiscal years ended January

31, 2022 and January 31, 2021, were $111,300 and $75,115, respectively.

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

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

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

The aggregate audit fees billed for the fiscal

years ended January 31, 2023 and January 31, 2022, were $191,655 and $63,350, respectively.

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

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

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

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

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

31, 2023 and January 31, 2022 were $62,948 and $0, respectively.

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

and tax planning.

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

The aggregate tax fees billed for

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

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

The aggregate tax fees billed for the years

ended January 31, 2023 and January 31, 2022 were $25,555 and $12,500, respectively.

Other Fees consists of all other fees for services rendered by our principal accountant.

For the years ended January 31, 2023 and January

31, 2022, there were no such services or fees billed.

Committee Pre-Approval Policies and Procedures

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related service, the engagement be:

by our audit committee;

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

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

delegation of the audit committee’s responsibilities to management.

our audit committee;

entered into pursuant to

pre-approval policies and procedures established by the audit committee, provided the policies and procedures are detailed as to

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

of the audit committee’s responsibilities to management.

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

Exhibits, Financial Statements Schedules

Articles of Incorporation of MamaMancini’s Holdings, Inc.

(incorporated by reference from Exhibit 3.1 to the Company’s Registration Statement on Form S-1 filed on May 24, 2011).

Certificate of Amendment to Certificate of Incorporation of MamaMancini’s Holdings, Inc.

(incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K filed on March 8, 2013).

Second Amended and Restated Series A Convertible Preferred Stock Certificate of Designation (incorporated by reference from Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on September 10, 2015).

Bylaws of MamaMancini’s Holdings, Inc.

(incorporated by reference from Exhibit 3.4 to the Company’s Current Report on Form 8-K/A filed on May 8, 2013).

Description of Common Stock

MamaMancini’s Holdings, Inc.

2021 Incentive Stock and Award Plan (incorporated by reference from Exhibit 10.1 to the Company’s Registration Statement on Form S-8 filed on March 10, 2023).

Form of Nonqualified Stock Option Agreement (Non-Employee) (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

Form of Restricted Stock Agreement (incorporated by reference from Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

Form of Nonqualified Stock Option Agreement (Employee) (incorporated by reference from Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

Form of Incentive Stock Option Agreement (incorporated by reference from Exhibit 10.5 to the Company’s Current Report on Form 8-K filed on June 5, 2013).

Development and License Agreement, by and between Daniel Daugherty and Market Finders Brokerage, Inc., dated as of January 1, 2009 (incorporated by reference from Exhibit 10.2 to the Company’s Current Report on Form 8-K/A filed on May 8, 2013).

Multiple Disbursement Term Loan with M&T Bank, dated as of October 26, 2022

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm.

Power of Attorney (included in signature page of Form 10-K).

Certification by the Principal Executive Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)).

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

XBRL Instance Document

Taxonomy Extension Schema Document

XBRL Taxonomy Extension Calculation Linkbase Document

Taxonomy Extension Definition Linkbase Document

XBRL Taxonomy Extension Label Linkbase Document

Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase

Inline XBRL Taxonomy Extension Definition Linkbase

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase

Cover Page Interactive Data File (embedded within the

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on its behalf by the undersigned, thereunto duly authorized.

MAMAMANCINI’S

HOLDINGS, INC.

Executive Officer (Principal Executive Officer)

Lawrence Morgenstein

Financial Officer (Principal Financial Officer)

MAMAMANCINI’S HOLDINGS, INC.

April 26, 2023

Chief Executive Officer (Principal Executive Officer)

Anthony Gruber

Chief Financial Officer (Principal Financial Officer)

ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Adam Michaels and Anthony

Gruber as his or her true and lawful attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities,

to sign any amendments to this Report on Form 10-K and to file same, with exhibits thereto and other documents in connection therewith,

with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitutes,

may do or cause to be done by virtue hereof.

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

and on the dates indicated.

Executive Officer, Chairman of the

Chief Executive Officer, Chairman of the

April 26, 2023

Board of Directors

President, Director

April 26, 2023

Matthew Brown

Lawrence Morgenstein

Financial Officer

Chief Financial Officer

April 26, 2023

Anthony Gruber

April 26, 2023

Alfred D’Agostino

Patrick Connor Haley

April 26, 2023

Meghan Henson

April 26, 2023

Meghan Henson

Michael Stengel

April 26, 2023

Michael Stengel

Shirley Romig

April 26, 2023

Shirley Romig

MAMAMANCINI’S

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FINANCIAL STATEMENTS

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

Balance Sheets as of January 31, 2022 and 2021

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

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

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

to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Balance Sheets as of January 31, 2023 and 2022

Consolidated Statements of Operations for the Years ended January 31, 2023 and 2022

Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 to January 31, 2023

Consolidated Statements of Cash Flows for the Years ended January 31, 2023 and 2022

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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on the Financial Statements

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

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

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

31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of January 31, 2022 and 2021, and the results of its operations

and its cash flows for each of the years in the two-year period ended January 31, 2022, in conformity with accounting principles generally

accepted in the United States of America.

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

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

financial statements based on our audits.

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

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

federal securities

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

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

(the Company) as of January 31, 2023

and 2022, and the related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year

period ended January 31, 2023, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion,

the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of January 31,

2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended January 31, 2023,

in conformity with accounting principles generally accepted in the United States of America.

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

Our responsibility is to express an opinion

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

We are a public accounting firm registered with the Public

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

with the U.S.

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

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

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Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant

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

We believe that our audits

provide a reasonable basis for our opinion.

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

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

Such procedures included examining, on a test basis, evidence

regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles

used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

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

Audit Matters

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

Combinations – Valuation of Acquired Intangible Assets

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

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

The Company accounted for the acquisition in accordance

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

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

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

as critical audit matters.

The principal considerations for our determination included the following:

(i) changes in the key assumptions

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

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

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

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

Auditing these factors involved especially challenging and subjective

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

or knowledge needed.

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

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

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

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

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

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

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

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

fair values of the intangible assets.

We determined

that there are no critical audit matters.

Rosenberg Rich Baker Berman, P.A.

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Accounts receivable, net

Prepaid expenses

Inventories, net

Prepaid expenses and other current assets

Total current assets

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Deferred tax asset

Equity method investment

Liabilities and Stockholders’ Equity:

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120,000 shares authorized;

23,400 issued as of January 31, 2022 and 2021, 0 and 0 shares outstanding as of January 31, 2022 and 2021

23,400 issued as of January 31, 2023 and January 31, 2022, 0 shares outstanding as of January 31, 2023 and January 31, 2022

Series B Preferred stock, $ 0.00001 par value;

200,000 shares authorized;

54,600 and 0 issued and outstanding as of January 31, 2023 and January 31, 2022

Preferred stock, $ 0.00001 par value;

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no shares issued and outstanding

Preferred stock, value

Common stock, $ 0.00001 par value;

250,000,000 shares authorized;

35,758,792 and 35,603,731 shares issued and outstanding as of January 31, 2022 and 2021

36,317,857 and 35,758,792 shares issued and outstanding as of January 31, 2023 and January 31, 2022

Additional paid in capital

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( 12,328,830 )

Treasury stock, 230,000 shares at cost, respectively

Treasury stock, 230,000 shares at cost

Total Stockholders’ Equity

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Statements of Operations

For the Years Ended January 31,

For the Years Ended

Sales-net of slotting fees and discounts

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Income from operations

Other Income (Expense)

Other income (expenses)

Amortization of debt discount

other income (expense)

Net income before income tax provision

Income tax (provision) benefit

Net (loss) income

Total other income (expenses)

Net income before income tax provision and income from equity method investment

Income from equity method investment

Income tax provision

Net income (loss)

series B preferred dividends

Net income (loss) available to common stockholders

$ ( 251,926 )

Net (loss) income per common share

Net income (loss) per common share

Weighted average common shares outstanding

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the Period from February 1, 2022 through January 31, 2023

Series A Preferred Stock

Preferred Stock

Treasury Stock

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$ ( 12,328,830 )

Stock Options issued for services

Common stock issued for exercise of options

Common stock issued for exercise of warrants

Stock based compensation

Stock issued for the exercise of options

Stock issued for the acquisition of equity investment

Issuance of Preferred B Shares, net of issuance costs

Series B Preferred dividend

Balance, January 31, 2023

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$ ( 10,060,226 )

the Period from February 1, 2021 through January 31, 2022

Series A Preferred Stock

Treasury Stock

Stockholders’

Balance, February 1, 2021

$ ( 149,500 )

$ ( 12,076,904 )

$ ( 149,500 )

$ ( 12,076,904 )

Stock options issued for services

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Common stock issued for exercise of options

Net income (loss)

Balance, January 31, 2022

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$ ( 12,328,830 )

$ ( 149,500 )

$ ( 12,328,830 )

accompanying notes to the consolidated financial statements.

MamaMancini’s

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Statements of Cash Flows

For the Year Ended January 31,

For the Years Ended January 31,

CASH FLOWS FROM OPERATING ACTIVITIES:

Net (loss) income

Net income (loss)

$ ( 251,926 )

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

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

Provision for doubtful accounts

Amortization of debt discount

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Change in deferred tax asset

Income from equity method investment

Changes in operating assets and liabilities:

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Cash paid for fixed assets

Cash paid for intangible assets

Cash paid for equity method investment

Acquisition of companies – net of cash acquired

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( 1,093,214 )

( 11,270,957 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of related party notes payable

Proceeds from series b preferred stock offering

Payment of stock offering costs

Borrowings from term loan

Cash paid for financing fees

Repayments of term loan

Proceeds from promissory note

Repayment of promissory note

Borrowings (repayments) of line of credit, net

Repayment of term loan

( 1,293,095 )

Repayment of capital lease obligations

Borrowings of line of credit, net

Repayment of term loan - related party

Repayment of finance lease obligations

Payment of Series B Preferred dividends

Proceeds from exercise of options

Proceeds from exercise of warrants

Net Cash Provided by (Used in) Financing Activities

Net Cash (Used in) Provided by Financing Activities

Net Increase (Decrease) in Cash

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SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Operating right of use asset additions

Finance lease asset additions

Acquisition of software via contract liability

Operating lease asset additions

Related party loan to finance acquisition

Non-cash consideration paid in common stock for equity method investment

Non-cash deposits on prepaid additions

accompanying notes to the consolidated financial statements.

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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.

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

MamaMancini’s

(“Mamas”) is a marketer, manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef

meat loaf, sausage & peppers, 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

Mamas 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.

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

T&L Creative Salads, Inc.

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

food manufacturers based in New York.

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

caterers and provision distributors.

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

by the USDA and the FDA.

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

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

2 – Business Acquisitions

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

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

The excess of the purchase

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

ASC 805 specifies criteria

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

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

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

food manufacturers based in New York.

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

The Company acquired T&L

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

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

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

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

of the Company, is guaranteed by the Company.

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

subject of an indemnification under the transaction agreements.

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

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

Anthony Morello, Jr.

will remain as CEO of T&L Acquisition Corp.

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

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

The Maturity Date of the Loan is

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

premier gourmet food manufacturers based in New York.

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

bagel stores, caterers and provision distributors.

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

set forth by the USDA and the FDA.

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

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

June 28, 2022, the Company acquired a 24 % minority interest in Chef Inspirational Foods, LLC (“CIF”), a leading developer,

innovator, marketer and sales company selling prepared foods, for an investment of $ 1.2 million.

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, 2023.

The acquisition

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

following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through January 31, 2023 of CIF.

of Results of Operations

For the Period

June 28, 2022

January 31, 2023

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

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

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

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.00 but less than

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

(ii) greater than 1.50 but less than or

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

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

In all events

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

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

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

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

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

Consolidated Statements of Operations.

Of these fees, approximately $ 401,000

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

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

respectively.

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

$ 12,420 , respectively.

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

combined on February 1, 2020.

of Pro-forma Combined Results of Operation

For the Year Ended

Net income per share - basic

Weighted average number of shares outstanding

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

The unaudited pro-forma results of operations

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

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

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

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

ASC 805 requires an acquirer to recognize the assets

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

fair values as of that date.

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

measured at its fair value at that date.

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

of Asset Acquired and Liabilities Assumed

Accounts receivable

Fixed assets, net

Total identified assets acquired

payable and accrued expenses

liabilities assumed

net assets acquired

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

identifiable tangible and intangible assets acquired and liabilities assumed.

The amounts used in computing the purchase price differ

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

intangible assets acquired include the trademarks and customer relationships.

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

and the acquired fixed assets.

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

of the goodwill is deductible for tax purposes.

2 - Summary of Significant Accounting Policies

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

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

All intercompany

balances and transactions have been eliminated in consolidation.

of Consolidation

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

All inter-company balances and transactions have been eliminated.

the United States of America (“U.S.

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

the reporting period ending dates and for the reporting periods.

All intercompany balances and transactions have been eliminated in consolidation.

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.

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, purchase price accounting, the fair value of share-based payments, inventory

reserves, impairment of goodwill and intangible assets, and estimates for unrealized returns, discounts, and other allowances that are

netted against revenue.

estimates requires management to exercise significant judgment.

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and Uncertainties

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

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

The Company’s operations

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

held no cash equivalents at January 31, 2022 and 2021.

held no cash equivalents at January 31, 2023 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 January 31, 2022, the Company had approximately $ 186,100

in cash balances that exceed federally insured

At January 31, 2023, the Company had approximately $ 3.5 million in cash balances

that exceed federally insured limits.

Receivable and Allowance for Doubtful Accounts

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As of January 31, 2023 and January

31, 2021, the Company had reserves of $ 2,000 .

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

Inventory was comprised

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

31, 2022, the reserve for uncollectible accounts was approximately $ 233,000 and $ 2,000 , respectively.

Company values its inventory at the lower of cost or net realizable value (“NRV”).

NRV is defined as estimated selling prices

less costs of completion, disposal, and transportation.

The cost of inventory is determined on the first-in, first-out basis.

regularly reviews inventory quantities on-hand and records a provision for excess and obsolete inventory based primarily on selling prices,

indications from customers based upon current price negotiations and purchase orders.

In addition, and as necessary, specific reserves

for future known or anticipated events may be established.

by major category are as follows:

of Inventories

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Finished goods

reserve for obsolescence at January 31, 2023 and January 31, 2022 was $ 32,433 and $ 64,034 , respectively.

and Equipment

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Leasehold improvements

(*) Amortized on a

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

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

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

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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.

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

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

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

During the years ended January

31, 2023 and 2022, the Company recorded amortization of $ 80,336 and $ 7,303 , respectively.

Additionally,

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arrangement) and hosting costs are generally expensed as incurred.

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

The Company tests goodwill for impairment annually as of January

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

its carrying amount (a “triggering event”).

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

a qualitative evaluation about the likelihood of goodwill impairment.

If impairment is deemed more likely than not, management would

perform the two-step goodwill impairment test.

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

In assessing the qualitative

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

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

amount involve significant judgements and assumptions.

The judgement and assumptions include the identification of macroeconomic conditions,

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

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

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

A reporting unit’s

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

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

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

exceeds the reporting unit’s fair value;

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

reporting unit.

is the excess of the consideration paid for a business over the fair value of the identifiable net assets acquired.

Goodwill and other

indefinite lived intangible assets are not amortized.

Instead, these assets are reviewed annually (or more frequently under various conditions)

for impairment.

The Company has the option to perform a qualitative assessment to determine whether it is necessary to perform the quantitative

goodwill impairment test.

However, the Company may elect to perform the quantitative goodwill impairment test even if no indications

of a potential impairment exist.

performing its quantitative annual, or interim, goodwill impairment test the Company is comparing the fair value of its reporting units

with their carrying amounts.

The Company 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 allocated to that reporting

Additionally, the Company considers income tax effects from any tax-deductible goodwill on the carrying amount of its reporting

unit when measuring the goodwill impairment loss, if applicable.

The fair value of the reporting units is estimated using discounted

cash flow methodologies, as well as considering third party market value indicators.

The Company’s use of a discounted cash flow

methodology includes estimates of future revenue based upon budgets and projections.

The Company also develops estimates for future levels

of gross and operating profits and projected capital expenditures.

The Company’s methodology also includes the use of estimated

discount rates based upon industry and competitor analysis as well as other factors.

Calculating the fair value requires significant

estimates and assumptions by management.

Should the estimates and assumptions regarding the fair value of the reporting units prove to

be incorrect, the Company may be required to record impairments to its goodwill in future periods and such impairments could be material.

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

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intangibles consist of trademarks, trade names and customer relationships.

Intangible asset lives for financial statement reporting

of amortization are:

Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill

Intangible asset lives for financial statement reporting of

amortization are:

of Other Intangible Assets Impairment Losses Recognized for Goodwill

Tradenames and trademarks

Customer relationships

During the year ended January

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

related to other intangible assets.

February 2016, the FASB issued ASU 2016-02 “ Leases” (Topic 842) which amended guidance for lease arrangements to increase

transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing

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

hereinafter the collection

of lease guidance is referred to as ASC 842.

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

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

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

among other things, allowed the Company to:

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

associated with that lease component as a single lease component.

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

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

the year ended January 31, 2023 and 2022, the Company recognized amortization of $ 402,133 and $ 36,357 respectively related to other intangible

Value of Financial Instruments

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and $ 120,692 , respectively.

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.

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

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

general and administrative expenses on the consolidated statement of operations.

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

These programs include discounts, slotting

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

Customer trade promotion and consumer incentive activities

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

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

The Company does not receive

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

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 statements of operations.

Company promotes its products with consumer incentives and trade promotions.

These programs include discounts, slotting fees, coupons,

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

Customer trade promotion and consumer incentive activities are recorded

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

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

The Company does not receive a distinct service

in relation to the consumer incentives and trade promotions.

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

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

The Company recognizes the related trade receivable when the goods are received by the customer.

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

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

For the Year Ended

January 31, 2023

January 31, 2022

Slotting, Discounts, Allowances

For the Years Ended

January 31, 2023

January 31, 2022

Slotting, Discounts, and Allowances

Disaggregation

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of Disaggregates Gross Revenue by Significant Geographic Area

For the Year Ended

January 31, 2023

January 31, 2022

For the Years Ended

January 31, 2023

January 31, 2022

Total revenue

4 unchanged sentences

Producing and communicating

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

advertising expenses for the years ended January 31, 2023 and 2022 were approximately $ 693,000 and $ 735,000 , respectively.

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

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

The Company accounts for

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

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

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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.

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

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

Share-based payments issued to placement

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

the years ended January 31, 2022 and 2021, share-based compensation amounted to $ 32,918 and $ 52,895 , respectively.

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

the year ended January 31, 2023 and 2022, share-based compensation amounted to $ 110,006 and $ 32,918 , respectively.

the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following

of Fair Value of Share-Based Payments

interest rate

life of grants

volatility of underlying stock

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

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.

January 31, 2023

January 31, 2022

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

expected option term is computed using the “simplified method” for “plain vanilla” options as permitted under

the provisions of ASC 718-10-S99.

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

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

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

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(Loss) Per Share

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

For convenience, the term is used

to refer to either earnings or loss per share.

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

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

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

Income available to

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

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

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

The computation of diluted EPS is similar to the computation

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

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

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

net income or loss per share attributable to common stockholders excludes dilution and is computed by dividing net income or loss attributable

to common stockholders during the period by the weighted average number of common shares outstanding during the period.

Diluted net income

or loss per share reflects potential dilution and is computed by dividing net income (loss) attributable to common stockholders by the

weighted average number of common shares outstanding during the period, which is increased by the number of additional common shares

that would have been outstanding if the potential common shares had been issued.

However, if the effect of any additional securities

are anti-dilutive (i.e., resulting in a higher net income per share or lower net loss per share), they are excluded from the dilutive

net income or loss computation.

The dilutive effect of stock options, warrants, and restricted stock is calculated using the treasury-stock

method and the dilutive effect of the Series B Preferred stock is calculated using the treasury or if-converted method.

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

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of Earnings Per Share, Basic and Diluted

the Years Ended

(loss) income attributable to common stockholders

of dilutive securities:

net (loss) income

average common shares outstanding - basic

securities (a):

average common shares outstanding and assumed conversion – diluted

net (loss) income per common share

- Anti-dilutive securities excluded:

taxes are provided in accordance with ASC No.

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.

January 31, 2023

January 31, 2022

For the Years Ended

January 31, 2023

January 31, 2022

Net income (loss) attributable to common stockholders

Effect of dilutive securities:

Diluted net income (loss)

$ ( 251,926 )

Weighted average common shares outstanding - basic

Dilutive securities (a):

Series B Preferred

Restricted Stock

Weighted average common shares outstanding and assumed conversion – diluted

Basic net income (loss) 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.

Deferred tax expense

2 unchanged sentences

of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws

and rates on the date of enactment.

As of January 31, 2022 and 2021, the Company recognized a deferred tax asset of $ 448,501 and

$ 744,973 , respectively, which is included in other long-term assets on the consolidated balance sheets.

The Company regularly evaluates

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

Company is no longer subject to tax examinations by tax authorities for years prior to the year ended January 31, 2019.

response to the COVID-19 pandemic, the Coronavirus Aid, Relief and Economic Security Act (“ CARES Act ”) was signed

into law in March 2020.

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

Corporate taxpayers may carryback net operating losses ( “NOLs ”) originating between 2018 and

2020 for up to five years, which was not previously allowed under the 2017 Tax Act.

The CARES Act also eliminates the 80% of taxable

income limitations by allowing corporate entities to fully utilize NOL carryforwards to offset taxable income in 2019, 2020 or 2021.

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

the 2017 Tax Act) for 2019 and 2020 .

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

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

2017 Tax Act.

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

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

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

adjustments to the income tax provision .

Deferred tax assets are adjusted for the effects of changes in tax laws and rates on

the date of enactment.

As of January 31, 2023 and January 31, 2022, the Company recognized a deferred tax asset of $ 717,559 and $ 448,501 ,

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

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

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.

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

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

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

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

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

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

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

5 unchanged sentences

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.

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.

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on the accompanying consolidated financial statements.

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

Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as

subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

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.

3 – Business Acquisitions

Company accounts for acquisitions in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“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 goodwill.

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

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, and 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.

remained as President of T&L.

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

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

The Maturity Date of the Loan is

January 17, 2027 .

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

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

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

if the Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.25 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 2.25, 3.62 percentage points above one-day Secured Overnight Financing Rate (“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

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

During the year ended January 31, 2022, the Company

incurred approximately $ 748,000 in transaction costs for professional fees and other expenses, which are included in General and administration

operating expenses on the Consolidated Statements of Operations.

Of these fees, approximately $ 401,000 was paid to Spartan Capital Securities,

following presents the unaudited pro-forma combined results of operations for the year ended January 31, 2022 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 Year Ended

January 31, 2022

Net income per share - basic

Weighted average number of shares outstanding

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

The unaudited pro-forma results of operations

are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2021 or

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

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

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

ASC 805 requires an acquirer to recognize the assets

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

fair values as of that date.

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

measured at its fair value at that date.

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

of Asset Acquired and Liabilities Assumed

Accounts receivable

Fixed assets, net

Total identified assets acquired

Accounts payable and accrued expenses

Total liabilities assumed

Total net assets acquired

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

identifiable tangible and intangible assets acquired and liabilities assumed.

The amounts used in computing the purchase price differ

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

intangible assets acquired include the trademarks and customer relationships.

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

All of the goodwill

is deductible for tax purposes.

4 - Property and Equipment:

and equipment on January 31, 2023 and January 31, 2022 are as follows:

of Property and Equipment

Schedule of Property and Equipment

January 31, 2023

5 unchanged sentences

Accumulated Depreciation

Property and Equipment, Net

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

Note 5 – Intangibles, net

Intangibles, net consisted of the following at

January 31, 2022:

expense charged to income for the year ended January 31, 2023 and 2022 amounted to $ 920,718 and $ 779,442 , respectively.

5 – Intangibles, net

net consisted of the following at January 31, 2023:

Schedule of Intangibles Assets

Gross Carrying

Accumulated Amortization

Weighted Average

Customer relationships

Tradename and trademarks

Amortization expense for the year ended January

31, 2022 was $ 43,660 .

We expect the estimated aggregate amortization expense for each

of the five succeeding fiscal years to be as follows:

of Estimated Aggregate Amortization Expense

$ ( 526,129 )

net consisted of the following at January 31, 2022:

Customer relationships

Tradename and trademarks

expense for the years ended January 31, 2023 and January 31, 2022 was $ 482,469 and $ 43,660 , respectively.

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

Schedule of Estimated Aggregate Amortization Expense

6 - Related Party Transactions

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

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

generated sales, respectively.

Note – Related Party

3 unchanged sentences

one-half ( 3.5 %) per annum.

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

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

As of January 31, 2023 and January 31, 2022, the outstanding balance under the note was $ 2,250,000 and $ 3,009,917 ,

respectively.

For the year ended January 31, 2023 and January 31, 2022 interest expense for this note was $ 101,771 and $ 9,917 respectively.

As of January 31, 2023 and January 31, 2022, accrued interest was $ 6,688 and $ 9,917 , respectively.

– Related Party

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

T&L Creative Salads and Olive Branch products.

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

Acquisition Corp., a 100 %

owned subsidiary of the Company.

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.

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

Salads and Olive Branch products.

148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related

This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with

base rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial lease

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

(see Note 9).

Related Party Transactions

the years ended January 31, 2022 and 2021, the Company reimbursed an entity 100 % owned by the CEO of the Company for certain investor

relation conference expenses totaling $ 4,612 and $ 29,503 , respectively.

the year ended January 31, 2021, members of the board of directors and officers exercised 940,807 warrants with exercise price of $ 1

in exchange for 940,807 shares of common stock.

pursuant to the lease for the year ended January 31, 2023 and January 31, 2022 was $ 262,432 and $ 26,432 , respectively.

Inspirational Foods, LLC

noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

For the period

from June 28, 2022 to January 31, 2023, T&L recorded sales of $ 14,691,696 with CIF, of which $ 1,449,009 was outstanding and included

in accounts receivable on the accompanying consolidated balance sheet at January 31, 2023.

During the year ended January 31, 2023, the

Company recorded commission expenses and consulting services expenses of $ 423,638 based on its transactions with CIF, of which $ 111,459

was due to CIF and is included in accounts payable and accrued expenses on the accompanying consolidated balance sheets at January 31,

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 expiration.

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

as extend the maturity date to June 30, 2022 .

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

and extended the maturity date to June 30, 2023 .

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

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

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

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

January 29, 2020, the Company amended its working capital line with M&T Bank to increase the total available balance to $ 4.0 million

as well as extend the maturity date to June 30, 2022 .

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

$ 4.5 million and extended the maturity date to June 30, 2023 .

On October 26, 2022, the line was amended to increase the available borrowings

to $ 5.5 million and extended the maturity date to June 30, 2024 , 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

(i) greater than 2.25 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 2.25, 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.

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.

affirmative and negative financial covenants.

The Company was in compliance with the covenants as of January 31, 2023.

The covenants

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

Advances under the line of credit are limited to eighty percent (80%) of

eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions)

and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation) .

All advances under the line of credit

are due upon maturity.

The outstanding balance on the line of credit was $ 765,000 and $ 0 as of January 31, 2022 and 2021, respectively.

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

were waived by the bank as of January 31, 2022.

Advances under the line of credit are limited to eighty percent (80%) of eligible accounts

receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent

(50%) of eligible inventory (which is subject to an agreed dollar limitation).

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

The outstanding balance on the line of credit was $ 890,000 and $ 765,000 as of January 31, 2023 and January 31, 2022, respectively.

the years ended January 31, 2023 and 2022, the Company incurred interest of $ 131,761 and $ 1,161 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”).

Date of the Acquisition Note is January 17, 2027 .

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

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

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

if the Senior Funded

Debt/EBITDA ratio is:

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

SOFR (as defined);

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

or (iii) 1.50 or

less, 3.12 percentage points above one-day SOFR.

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

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

the SOFR Index Floor .

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

For the year ended January 31, 2022, the

Company recorded $ 979 in accretion of the debt discount.

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

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

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

of $ 28,734 for the Acquisition Note.

8 – Promissory Note

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

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

“ CARES Act ”).

The PPP Loan is evidenced by a promissory note.

The PPP Term Note bears interest at a fixed annual rate

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

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

on May 6, 2020, inclusive of interest.

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

The Maturity 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:

Senior Funded Debt/EBITDA ratio is:

(i) greater than 2.00 but less than or equal to 2.25, 3.87 percentage point(s) above one-day (i.e.,

overnight) applicable Variable Loan Rate (as defined in the agreement);

(ii) greater than 1.50 but less than or equal to 2.25, 3.37 percentage

points above Variable Loan Rate;

or (iii) 1.50 or less, 2.87 percentage points above applicable Variable Loan Rate.

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 0.00% and the foregoing margins shall be applied to the Variable Loan Rates.

The Company recorded a debt discount of $ 58,750

in relation to the debt.

For the year ended January 31, 2023, the Company recorded $ 22,121 in amortization of the debt discount.

January 31, 2023, the outstanding balance and unamortized discount of the Acquisition Note was $ 6,206,905 and $ 60,082 , 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 year ended January 31, 2023, the Company incurred interest of $ 412,825 for the Acquisition Note.

8 - Concentrations

the year ended January 31, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately 25 % and

13 %, respectively, of gross revenue.

For the year ended January 31, 2022, the Company’s revenue was concentrated in three customers

that accounted for approximately 26 %, 21 %, and 11 % respectively, of gross revenue.

of January 31, 2023, three customers represented approximately 20 %, 15 %, and 11 %, totaling 46 % of total gross outstanding receivables,

respectively.

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

respectively.

9 - Stockholders’ Equity

Stock and Series A Preferred Stock

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

The Company has designated 120,000

shares of preferred stock as Series A Convertible Preferred stock.

As of January 31, 2023 and 2022, no shares of Series A Convertible

Preferred Stock are issued and outstanding.

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

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.

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

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.

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 .

November 17, 2022, the Company held a final closing of its offering of Series B Preferred Stock, wherein it sold an additional 7,400

shares of Series B Preferred Stock for gross proceeds of $ 185,000 .

the year ended January 31, 2023, the Company paid dividends of $ 34,070 .

the year ended January 31, 2023, the Company awarded the CEO a grant of 367,647 restricted stock units (“RSUs”) with a grant

date fair value of $ 500,000 .

The RSUs will be expensed over the requisite service period.

The terms of the RSUs include vesting provisions

based solely on continued service.

If the service criteria are satisfied, the RSUs will vest during September 2023, September 2024, September

2025 and September 2026.

As of January 31, 2023, there were 367,647 unvested shares.

following is a summary of the Company’s restricted stock units activity:

of Restricted Stock Option Activity

Weighted Average

Exercise Price

Unvested – February 1, 2022

Outstanding – January 31, 2023

the year ended January 31, 2023 , the Company recognized

share-based compensation related to restricted stock units of an aggregate of $ 50,428 , which was recorded to general and admirative expense

on the statement of operations, and unrecognized share-based compensation of $ 449,572 .

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

$ 31,045 , which was recorded to general and admirative expense on the statement of operations.

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

Summary of Option Activity

Weighted Average

Exercise Price

Outstanding – February 1, 2022

Exercisable – February 1, 2022

Outstanding – January 31, 2023

Exercisable – January 31, 2023

Summary of Option Outstanding and Exercisable

Options Outstanding

Options Exercisable

Exercise Price

January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 847,200 and $ 859,051 , respectively.

the year ended January 31, 2023, the members of the board of directors and the former CFO exercised 130,000

options at a weighted average exercise price of $ 1.00

per share in exchange for 57,093

shares of common stock.

The Company received $ 26,250 for the exercise of these options.

the year ended January 31, 2022, eight employees exercised a total of 200,000 options at an exercise price range of $ 0.49 to $ 1.38 per

share for aggregate proceeds of $ 19,080 .

the years ended January 31, 2023 and 2022, the Company recognized share-based compensation related to options of an aggregate of $ 59,578

and $ 1,863 , respectively, which is included in general and administrative expenses on the accompanying consolidated statements of operations.

At January 31, 2023, there was unrecognized share-based compensation of $ 120,489 .

conjunction with the Series B Preferred offering, the placement agent received one warrant for every $ 100 invested.

The fair value of

the warrants as of grant date was $ 16,520 and was valued using a Black-Scholes option pricing model using the following assumptions:

of Warrants Fair Value Assumption

Risk-free interest rate

Expected life

Expected volatility of underlying stock

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

of Warrants Activity

Weighted Average

Exercise Price

Outstanding – February 1, 2022

Exercisable – February 1, 2022

Outstanding – January 31, 2023

Exercisable – January 31, 2023

of Warrants Outstanding and Exercisable

Warrants Outstanding

Warrants Exercisable

Exercise Price

January 31, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 .

10 - Commitments and Contingencies

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

recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition

costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries

are resolved.

Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any

gains or losses related to property damage are recorded within “Other income (expense)” on the consolidated statements of

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 year ended January 31, 2022, the Company received

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

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 year ended January 31, 2023.

Claims and Assessments

time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may

harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually

or in the aggregate, a material adverse effect on its business, financial condition or operating results.

and Royalty Agreements

March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement

the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and

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

Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee.

Upon acceptance of

a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production

of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

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

Royalty Rate shall be:

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

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

of Net Sales for each Agreement year;

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

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

order to continue the Exclusive term, the Company shall pay a minimum royalty of $ 125,000 each year.

Company incurred $ 584,337 and $ 562,491 of royalty expenses for the year ended January 31, 2023 and 2022, respectively.

Royalty expenses

are included in general and administrative expenses on the 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.

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, during the year ended January 31, 2023, the Company paid Spartan $ 36,000 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.

For the year ended January 31, 2023 the Company paid AGES $ 64,600 .

Company determines if an arrangement contains a lease at inception.

4 unchanged sentences

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

The Company utilized a

portfolio approach in determining the discount rate.

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

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

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

The Company also considered

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

borrowing rates.

The Company utilized a portfolio approach

in determining the discount rate.

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

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

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

The Company also considered its recent

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

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

26 unchanged sentences

Schedule of Components of Lease Expense

For the Year Ended

January 31, 2023

January 31, 2022

Finance lease

Finance Leases

Depreciation of Assets

20 unchanged sentences

Schedule of Supplemental Cash Flow and Other Information Related to Leases

For the Year Ended January 31, 2022

For the Year Ended January 31, 2021

January 31, 2023

January 31, 2022

Cash paid for amounts included in the measurement of lease liabilities

11 unchanged sentences

Schedule of Future Minimum Payments Required Under Lease Obligations

For the Twelve Months Ending January 31,

For the Twelve months ended January 31,

Total lease payments

1 unchanged sentence

Total lease obligations

10 - Concentrations

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

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

respectively.

During the year ended January 31, 2021, the Company earned revenues from two customers representing approximately 41 % and

13 % of gross sales.

As of January 31, 2021, these two customers represented approximately 23 % and 14 % of total gross outstanding receivables,

respectively.

11 - Stockholders’ Equity

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

Summary of Option Activity

Weighted Average

Exercise Price

Outstanding – January 31, 2020

Exercisable – January 31, 2020

Forfeited/Cancelled

Outstanding – January 31, 2021

Exercisable – January 31, 2021

Outstanding – January 31, 2022

Exercisable – January 31, 2022

Summary of Option Outstanding and Exercisable

Life (in years)

Exercise Price

January 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 859,051 and $ 857,101 , respectively.

the year ended January 31, 2022, eight employees exercised a total of 200,000 options at an exercise price range of $ 0.49 to $ 1.38 per

share for aggregate proceeds of $ 19,080 .

During the year ended January 31, 2021, three employees exercised a total of 24,000 options

at an exercise price of $ 0.60 per share for aggregate proceeds of $ 14,400 .

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

The options have an exercise price of $ 1.16 per

share, a term of 5 years , and 2-year vesting.

The options have an aggregated fair value of approximately $ 6,682 that was calculated using

the Black-Scholes option-pricing model based on the assumptions discussed above in Note 3.

the years ended January 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate of $ 1,863

and $ 52,895 , respectively.

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

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

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

Schedule of Warrants Activity

Weighted Average

Exercise Price

Outstanding – January 31, 2020

Exercisable – January 31, 2020

( 3,631,733 )

Forfeited/Cancelled

( 2,424,931 )

Outstanding – January 31, 2021

Exercisable – January 31, 2021

Forfeited/Cancelled

Outstanding – January 31, 2022

Exercisable – January 31, 2022

the year ended January 31, 2021, warrant holders exercised a total of 3,631,733 warrants and the Company issued 3,588,490 shares of common

stock as a result of these exercises and received net proceeds of $ 3,773,182 which included $ 87,000 paid to the placement agent.

3,631,733 exercised warrants, 80,000 warrants were exercised on a cashless basis by Spartan Capital and the Company issued 36,757 shares

of common stock.

Restricted Stock Units

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

restricted stock units

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

The RSUs will be expensed over the requisite service period.

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

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

As of January

31, 2022, there were 14,000

unvested shares and

unrecognized share-based compensation of $ 28,375 .

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

12 - Commitments and Contingencies

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

recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition

costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries

are resolved.

Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any

gains or losses related to property damage are recorded within “Other income (expense)” on the consolidated statements of

December 7, 2020, the Company experienced a fire at its plant in a spiral oven.

The spiral oven was rebuilt and was fully put back into

service in late February 2021.

The estimated loss is approximately $ 656,700

which includes loss of business, the rebuild

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

During the year ended January 31, 2022,

the Company received $ 152,850

relating to business interruption insurance which

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

The Company received the remaining amount of

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

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

as well as the costs of additions and parts of

the oven and roof totaling $ 47,669 .

Claims and Assessments

time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may

harm its business.

The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually

or in the aggregate, a material adverse effect on its business, financial condition or operating results.

and Royalty Agreements

March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement

the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and

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

Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee.

Upon acceptance of

a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production

of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

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

Royalty Rate shall be:

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

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

of Net Sales for each Agreement year;

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

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

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

Schedule of Royalty Minimum Payment by Preceding Agreement Year

Agreement Year

to be Paid with

Respect to Such

Agreement Year

1 st and 2 nd

3 rd and 4 th

5 th , 6 th and 7 th

8 th and 9 th

10 th and thereafter

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

Royalty expenses

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

with Placement Agents and Finders

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

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

Pursuant to the Spartan Advisory Agreement, if the Company enters

into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee

equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction .

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

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

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

Pursuant to the

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

Additionally, the Company

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

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

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

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

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

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

The advisory agreement was terminated according to its terms

on March 31, 2020.

12 - Income Tax Provision

1 unchanged sentence

Schedule of Components of Income Tax Expense

Income tax provision / (benefit) consists of the

tax provision / (benefit)

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

Prior to the enactment of the Tax

Reform Bill, the Company measured its deferred tax assets at the federal rate of 34%.

The Tax Reform Bill reduced the federal tax rate

to 21% resulting in the re-measurement of the deferred tax asset as of January 31, 2018.

Beginning January 1, 2018, the lower tax rate

of 21% will be used to calculate the amount of any federal income tax due on taxable income earned during 2019 .

tax provision / (benefit) consists of the following:

January 31, 2023

January 31, 2022

State and Local

Income tax provision

Company had U.S.

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

million and $ 3.8

million at January 31, 2022 and 2021, respectively,

available to offset taxable income through 2034.

If not used, these NOLs may be subject to limitation under Internal Revenue Code Section

382 should there be a greater than 50% ownership change as determined under the regulations.

The Company plans on undertaking a detailed

analysis of any historical and/or current Section 382 ownership changes that may limit the utilization of the net operating loss carryovers.

federal net operating loss carryovers (NOLs) of approximately $ 2.7 million and $ 5.4 million at January 31, 2023 and

2022, respectively, available to offset taxable income through 2034.

The Company also has State NOLs of approximately $ 8.8 million and

million at January 31, 2022 and 2021, respectively,

available to offset

future taxable income through 2035 .

$ 10.0 million at January 31, 2023 and 2022, respectively, available to offset future taxable income through 2035 .

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

3 unchanged sentences

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

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

valuation allowance as of January 31,

There was no valuation allowance as of January 31, 2023 and 2022.

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

11 unchanged sentences

expenses – Interest” in the consolidated statements of operations.

Penalties would be recognized as a component

of “General and administrative.”

Penalties would be recognized as a component of “General

and administrative.”

interest or penalties on unpaid tax were recorded during the years ended January 31, 2023 and 2022, respectively.

6 unchanged sentences

Deferred Tax Assets

January 31, 2023

January 31, 2022

Net operating loss carryovers

9 unchanged sentences

Net deferred tax asset

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

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

Schedule of Effective Income Tax Rate Reconciliation

January 31, 2023

January 31, 2022

US Federal statutory rate

1 unchanged sentence

Adjustments to deferred tax assets

Change in valuation allowance

Non-deductible expenses

1 unchanged sentence

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

What changed 10-K

Item 9A. Controls and Procedures