Mama's Creations, Inc. 10-K

Item 9A. Controls and Procedures. (a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES 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 be detected. 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. On 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. 17 (b) MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The 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. The 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: ● Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide 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; and ● Provide 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. Because 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. Management 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. (c) CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING As 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. Item 9B. Other Information. None. Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections. Not applicable. 18 PART III Item 10. Directors, Executive Officers and Corporate Governance. Directors and Executive Officers The following table discloses our directors and executive officers as of April 26, 2023. Name Age Position Adam L. Michaels 46 Chief Executive Officer and Chairman of the Board of Directors Matthew Brown 54 President and Director Anthony J. Gruber 54 Chief Financial Officer Steven Burns 62 Executive Vice President and Director Alfred D’Agostino 68 Director Thomas Toto 67 Director Dean Janeway 79 Director Michael Stengel 66 Director Meghan Henson 53 Director Shirley Romig 45 Director Adam 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. Mr. 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 sector. Adam holds an MBA in Marketing & Management from Columbia Business School and a BSE in Bioengineering from the University of Pennsylvania. The 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. Matthew Brown has over 30 years of experience in the sales and marketing of products in the food industry. Beginning in February 2010 through the present, he has served as President of MamaMancini’s. From April 2001 until January of 2012, he served as the President of Hors D’oeuvres Unlimited, overseeing the day to day operations of their food manufacturing business. He previously worked as a marketing associate from September 1993 to December 1998 at Kraft Foods, Inc., where he dealt with numerous aspects of the company’s marketing of their food products. Mr. Brown received his B.A. from the University of Michigan in 1991 and his M.B.A. from the University of Illinois in 1993. In evaluating Mr. Brown’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in sales and marketing, and his proven track record of success in such endeavors. Anthony J. Gruber has served since September 2022 as the Company’s Chief Financial Officer. Mr. 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. From 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. 19 From 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. Richemont’s Brands include Cartier, Chloe, Dunhill, MontBlanc and Piaget, among others. From 2005-2014, he served as the Chief Financial Officer of Montblanc North America, LLC, prior to its integration into Richemont North America Inc. He previously served as a Senior Accountant with Ernst & Young LLP. Mr. Gruber earned a BS, Accounting from the University of Bridgeport, Bridgeport, CT and has been a Certified Public Accountant since 1993. Steven 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. Mr. 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 his career. Mr. Burns received his B.S. in Business Management from Boston College in 1982. In evaluating Mr. Burns’ specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in serving on board of directors, his knowledge of running and managing companies, and his proven track record of success in such endeavors. Alfred D’Agostino has over 35 years of experience in the management and ownership of food brokerage and food distribution companies. Mr. D’Agostino has served as a director of MamaMancini’s from February 2010 through the Present. Beginning in March 2001 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. In evaluating Mr. D’Agostino’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors. Mr. D’Agostino received his B.S. in Business Management from the City College of New York in 1974. Dean Janeway has served as a director of MamaMancini’s since 2012. Mr. Janeway is an executive with more than 40 years of broad leadership skills and extensive experience in the areas of corporate strategy, business development, operational oversight and financial management. From 1966 through 2011, Mr. Janeway served in various positions at Wakefern Food Corp., the largest retailer- owned cooperative in the United States. From 1966 through 1990, Mr. Janeway advanced through various positions of increasing responsibility including positions in Wakefern’s accounting, merchandising, dairy-deli, and frozen foods divisions. From 1990 through 1995 Mr. Janeway provided oversight for all of Wakefern’s procurement, marketing, merchandising, advertising and logistics divisions. From 1995 until his retirement in 2011, Mr. Janeway served as President and Chief Operating Officer of “Wakefern” providing primary oversight for the company’s financial and treasury functions, human resources, labor relations, new business development, strategic acquisitions, government relations, corporate social responsibility, sustainability initiatives and member relations. Mr. Janeway previously served as the chairman for the National Grocers Association from 1993 through 2001. From 2009 through the present, Mr. Janeway has served as the Chairman of the Foundation for the University of Medicine and Dentistry of New Jersey. The Board of Directors determined that Mr. Janeway’s qualifications to serve as a director include his notable business and leadership 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. 20 Mr. Janeway received his B.A. in Marketing from Rutgers University, and his M.B.A from Wharton School of Business, University of Pennsylvania. Michael Stengel is a tenured hospitality industry veteran, bringing over 40 years of executive leadership experience with Marriott International to the MamaMancini’s Board of Directors. At Marriott, he was instrumental to the Company’s convention network strategy, overseeing 135 Convention venues including the Gaylord Brand. Michael, as Senior Vice President of Gaylord Hotels and The Convention Resort Network (CRN) at Marriott, oversaw significant food and beverage operations within his portfolio of managed hotels and being responsible for well over $1.5 billion in revenue. Mr. Stengel has had direct responsibility for P&L operations for numerous enterprises and is completely familiar with financial management of public companies. Mr. Stengel has received a B.S. Law and Justice from Rowan University, a Cornell University Hospitality Certificate, and an executive MBA with Marriott sponsor by the University of Maryland. The Board determined that Mr. Stengel’s qualifications to serve as a director include his multi-faceted financial responsibility and experience in the food and hospitality business and his success in building organizations into large-scale, highly profitable operations. Thomas Toto has over 30 years of experience in the management and ownership of food brokerage and food distribution companies. Mr. Toto 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. Mr. Toto received his B.A. from Seton Hall University in 1976 and his M.B.A. from Seton Hall University in 1979. In evaluating Mr. Toto’s specific experience, qualifications, attributes and skills in connection with his appointment to our board, we took into account his numerous years of experience in the food brokerage and other food related industries, his knowledge of running and managing companies, and his proven track record of success in such endeavors. Meghan 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. The 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. 21 Shirley 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. From 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. Ms. 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. Romig worked in equity research and digital and strategy consulting. Ms. 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. Ms. 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. In 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. Board Committees and Charters Our board of directors has established the following committees: an audit committee, a compensation committee and a nominating/corporate governance committee. Copies of each committee’s charter are posted on our website, www.mamamancinis.com. Our board of directors may from time to time establish other committees. Audit Committee The purpose of the Audit Committee is to oversee the processes of accounting and financial reporting of the Company and the audits and financial statements of the Company. The Audit Committee’s primary duties and responsibilities are to: ● Monitor the integrity of the Company’s financial reporting process and systems of internal controls regarding finance, accounting and legal compliance. ● 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 the Board. ● 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. 22 The Audit Committee has the authority to conduct any investigation appropriate to fulfilling its responsibilities, and it has direct access to the independent auditors as well as anyone in the organization. The Committee has the ability to retain, at the Company’s expense, special legal, accounting, or other consultants or experts it deems necessary in the performance of its duties. Our Audit Committee consists of Messrs. Toto, Stengel, and D’Agostino. Mr. Toto serves as the Chairperson of our Audit Committee. People and Compensation Committee The 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. The following are specific duties and responsibilities of the Compensation Committee: ● Review 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. ● 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. ● If required 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. 23 ● 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. Our People and Compensation Committee consists of Ms. Henson and Messrs D’Agostino, Janeway and Toto. Ms. Henson serves as the Chairperson of our People and Compensation Committee. Nominating/Corporate Governance Committee The Nominating/Corporate Governance Committee’s responsibilities include, but are not limited to, the responsibilities which are required under the corporate governance rules of NASDAQ, including the responsibilities to identify individuals who are qualified to become directors of the Company, consistent with criteria approved by the Board, and make recommendations to the Board of nominees, including Stockholder Nominees (nominees whether by appointment or election at the Annual Meeting of Stockholders) to serve as a directors of the Company. To fulfill its purpose, the responsibilities and duties of the Nominating/Corporate Governance Committee are as follows: ● Evaluate, in consultation with the Chairman of the Board and Chief Executive Officer (“CEO”), the current composition, size, role and functions of the Board and its committees to oversee successfully the business and affairs of the Company in a manner consistent with the Company’s Corporate Governance Guidelines, and make recommendations to the Board for approval. ● 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 Guidelines. ● 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 Guidelines. 24 ● 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. Our Nominating/Corporate Governance Committee consists of Ms. Henson, Ms. Romig and Messrs. Janeway and Stengel. Mr. Janeway serves as the Chairperson. BOARD DIVERSITY MATRIX On 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 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. 25 Board Diversity Matrix (As of April 26, 2023) Total Number of Directors 9 Female Male Non-Binary Did Not Disclose Gender Part I: Gender Identity Directors 2 7 — — Part II: Demographic Background African American or Black — — — — Alaskan Native or Native American — — — — Asian 1 — — — Hispanic or Latinx — — — — Native Hawaiian or Pacific Islander — — — — White 1 7 — — Two or More Races or Ethnicities — — — — LGBTQ+ — Did Not Disclose Demographic Background — Directors who are Military Veterans — Code of Business Conduct and Ethics Effective January 21, 2014, the Board of Directors (the “Board”) of MamaMancini’s Holdings, Inc. (the “Company”) adopted a Code of Ethics (the “Code of Ethics”) applicable to the Company and all subsidiaries and entities controlled by the Company and the Company’s directors, officers and employees. Compliance with the Code of Ethics is required of all Company personnel at all times. The Company’s senior management is charged with ensuring that the Code of Ethics and the Company’s corporate policies will govern, without exception, all business activities of the Company. The Code of Ethics addresses, among other things, the use and protection of Company assets and information, avoiding conflicts of interest, corporate opportunities and transactions with business associates and document retention. Involvement in Certain Legal Proceedings During the past five years no director, person nominated to become a director, executive officer, promoter or control person of the Company has: (i) had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; (ii) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or (iv) been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and persons who beneficially own 10% or more of a class of securities registered under Section 12 of the Exchange Act to file reports of beneficial ownership and changes in beneficial ownership with the SEC. Directors, executive officers and greater than 10% stockholders are required by the rules and regulations of the SEC to furnish the Company with copies of all reports filed by them in compliance with Section 16(a). Based solely on our review of certain reports filed with the Securities and Exchange Commission pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended, the reports required to be filed with respect to transactions in our common stock during the period covered by this Annual Report on Form 10-K, were timely. Legal Proceedings There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. 26 Item 11. Executive Compensation The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during the years ended January 31, 2023 and January 31, 2022. Name and Principal Position Year(5) Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Non-Qualified Deferred Compensation Earnings ($) All Other Compensation ($) Totals ($) Carl Wolf Former CEO/Chairman(1) 2023 $ 142,167 0 0 0 0 0 0 $ 142,167 2022 $ 215,000 0 0 0 0 0 0 $ 215,000 Adam L. Michaels CEO/Chairman (2) 2023 135,417 0 0 0 0 0 0 $ 135,417 2022 0 0 0 0 0 0 0 0 Matt Brown President(3) 2023 $ 213,000 0 0 0 0 0 11,800 $ 224,800 2022 $ 216,153 25,000 0 0 0 0 0 $ 241,153 Steven Burns Executive VP (4) 2023 $ 227,000 0 0 0 0 0 0 $ 227,000 2022 $ 229,000 25,000 0 0 0 0 0 $ 254,000 Lawrence Morgenstein CFO(5) 2023 $ 137,666 6,000 0 0 0 0 2,673 $ 146,339 2022 $ 125,781 0 0 0 0 0 $ 125,781 Anthony Gruber CFO(6) 2023 $ 93,750 0 0 0 0 0 0 $ 93,750 2022 $ 0 0 0 0 0 0 $ 0 1. Mr. Wolf was appointed as Chief Executive Officer of the Company on January 24, 2013 and resigned effective September 5, 2022. 2. Mr. 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 Mr. Wolf’s resignation as Chairman of the Board on the close of business on January 31, 2023. 3. Mr. Brown was appointed President of the Company on January 24, 2013. All other compensation includes $11,800 for automobile allowance 4. Mr. Burns was appointed Executive Vice President of the Company in February 1, 2020. 5. Mr. Morgenstein was appointed Chief Financial Officer on April 1, 2018 and served in that capacity until September 6, 2022, and left the Company’s employ effective January 31, 2023. 6. Mr. Gruber was appointed Chief Financial Officer of the Company effective September 19, 2022. 27 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END STOCK AWARDS Option Awards Stock Awards Name (a) Number of Securities Underlying Unexercised Options (#) Exercisable (b) Number of Securities Underlying Unexercised Options (#) Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) (d) Option Exercise Price ($) Option Expiration Date (f) Number of Shares or Units of Stock That Have Not Vested (#) (g) Number of Shares or Units of Stock That Have Not Vested ($) (h) Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (i) Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (#) (j) Carl Wolf Former Chief Executive Officer — — — — — — — — — Adam L. Michaels CEO/Chairman (2) — — — — — — — — — Matthew Brown President — — — — — — — — — Steven Burns Executive Vice President; Director 50,000 — — $ 0.39 4/13/2023 25,000 — — $ 0.80 9/3/2023 50,000 — — $ 0.52 7/30/2024 Alfred D’Agostino Director 50,000 — — $ 0.39 4/13/2023 25,000 — — $ 0.80 9/3/2023 50,000 — — $ 0.52 7/30/2024 Thomas Toto Director 50,000 — — $ 0.39 4/13/2023 25,000 — — $ 0.80 9/3/2023 50,000 — — $ 0.52 7/30/2024 Dean Janeway Director 50,000 — — $ 0.39 4/13/2023 25,000 — — $ 0.80 9/3/2023 50,000 — — $ 0.52 7/30/2024 Lawrence Morgenstein Former Chief Financial Officer 7,500 — — $ 0.73 11/30/2023 7,500 — — $ 0.74 3/31/2024 7,500 — — $ 0.70 9/30/2024 7,500 — — $ 1.16 3/31/2025 28 DIRECTOR COMPENSATION Our 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. Accordingly, Mr. Burns, Mr. 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. Mr. D’Agostino, Mr. Toto, Mr. Stengel, Mr. Janeway, Ms. Henson, and Ms. Romig are paid $40,000 per annum for their service as members of the board, payable quarterly. We also reimburse all of our directors for reasonable expenses incurred to attend board of director or committee meetings. The following Director Compensation Table sets forth the compensation of our directors for the fiscal years ending January 31, 2023 and 2022. Name and Principal Position (a) Year Fees earned or paid in cash ($) (b) Stock Awards ($) (c) Option Awards ($) (d) Non-Equity Incentive Plan Compensation ($) (e) All Other Compensation ($) (f) Total ($) (g) Director 2023 19,456 0 0 0 0 19,456 Carl Wolf (1) 2022 0 0 0 0 0 0 Director 2023 0 0 0 0 0 0 Steven Burns (2) 2022 0 0 0 0 0 0 Director 2023 38,000 0 0 0 0 38,000 Alfred D’Agostino (3) 2022 39,500 0 0 0 0 39,500 Director 2023 38,000 0 0 0 0 38,000 Thomas Toto (4) 2022 39,500 0 0 0 0 39,500 Director 2023 38,000 0 0 0 0 38,000 Dean Janeway (5) 2022 39,500 0 0 0 39,500 Director 2023 0 0 0 0 0 0 Meghan Henson (6) 2022 0 0 0 0 0 0 Director 2023 38,000 0 0 0 0 38,000 Michael Stengel (7) 2022 34,500 0 0 0 0 34,500 1. Mr. Wolf was appointed as a director of the Company on January 24, 2013 and resigned effective January 31, 2023. 2. Mr. Burns was appointed as a director of the Company on January 24, 2013. 3. Mr. D’Agostino was appointed as a director of the Company on January 24, 2013. 4. Mr. Toto was appointed as a director of the Company on January 24, 2013. 5. Mr. Janeway was appointed as a director of the Company on January 24, 2013. 6. Ms Henson was appointed as a director of the Company on November 21, 2022. 7. Mr. Stengel was appointed as a director of the Company on June 24, 2021. 8. Ms. Romig was appointed as a director of the Company on March 9, 2023. 29 Employment Agreements Carl Wolf On March 5, 2012, MamaMancini’s entered into an Employment Agreement with Mr. Carl Wolf as Chief Executive Officer for a term of 3 years. Mr. Wolf’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein. Mr. Wolf’s employment agreement was renewed for a period of one year on March 5, 2022. As compensation for his services Mr. 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. As part of the agreement, Mr. Wolf is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Wolf is also entitled to receive certain Termination Payments. Mr. Wolf’s employment with the Company terminated effective January 31, 2023. Upon Mr. Wolf’s termination he was entitled to receive a termination payment of $240,000, which was paid in February 2023. Adam L. Michaels On 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. Matthew Brown On March 5, 2012, MamaMancini’s entered into an employment agreement with Mr. Matthew Brown as President of MamaMancini’s for an initial term of 3 years. Mr. Brown’s employment agreement automatically renews for successive one-year terms, unless the Company gives written notice of non-renewal not less than six (6) months prior to an anniversary date or until terminated as set forth herein. Mr. Brown’s employment agreement was renewed for a period of one year on March 5, 2022. As compensation for his services, Mr. Brown receives a base salary of $216,000 per year. Such base salary is reviewed yearly with regard to possible increase. In addition, Mr. Brown is eligible to receive an annual bonus as determined by the Board. As part of the agreement, Mr. Brown is subject to confidentiality provisions regarding MamaMancini’s, and certain covenants not to compete. Mr. Brown is also entitled to receive certain Termination Payments. Anthony Gruber On 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. Gruber is subject to confidentiality and non-solicitation provisions regarding MamaMancini’s, and certain covenants not to compete. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table provides the names and addresses of each person known to us to own more than 5% of our outstanding shares of common stock as of April 26, 2023 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly and the shareholders listed possess sole voting and investment power with respect to the shares shown. Name of Beneficial Owner(1) Number of Shares Beneficially Owned Percent of class(2) 5% or Greater Stockholders (other than Executive Officers and Directors) Carl Wolf 7,223,248 (3) 19.89 % Executive Officers and Directors Matthew Brown 5,629,921 (4) 15.50 % Adam L. Michaels 100,049 (5) * Anthony Gruber 0 * Steven Burns 1,434,801 (6) 3.94 % Alfred D’Agostino 989,205 (7) 2.72 % Thomas Toto 846,110 (8) 2.33 % Dean Janeway 341,003 (9) * Michael Stengel 5,000 (10) * Meghan Henson 0 * Shirley Romig 0 * All executive officers and directors as a group (10 persons) 9,346,089 23.43 %(2) *Less than 1% 30 (1) Beneficial ownership is determined in accordance with Rule 13d-3(a) of the Exchange Act and generally includes voting or investment power with respect to securities. In determining beneficial ownership of our Common Stock, the number of shares shown includes shares which the beneficial owner may acquire upon exercise of debentures, warrants and options which may be acquired within 60 days. In determining the percent of Common Stock owned by a person or entity on April 26, 2023, (a) the numerator is the number of shares of the class beneficially owned by such person or entity, including shares which the beneficial ownership may be acquire within 60 days of April 26, 2023 on exercise of warrants and options and (b) the denominator is the sum of (i) the total shares of that class outstanding on April 26, 2023 (36,310,807 shares of Common Stock). Unless otherwise stated, each beneficial owner has sole power to vote and dispose of its shares. The address of each of the holders is 25 Branca Road, East Rutherford, NJ 07073. (2) Figures may not add up due to rounding of percentages. (3) The amount includes 6,170,356 shares held jointly with Ms. Marion F. Wolf and 1,052,892 shares held directly by Mr. Wolf. Ms. Wolf is the wife of Mr. Carl Wolf. Mr. Wolf maintains full voting control of such shares. (4) 5,401,823 of the shares are held jointly with Ms. Karen Wolf and 228,098 shares are held by Mr. Brown. Ms. Wolf is the wife of Mr. Matthew Brown. Mr. Brown maintains full voting control of such shares. (5) Includes 100,049 shares purchased in the open market. (6) This amount includes 138,888 shares held by Steven Burns, 84,074 shares held by Milvia Burns, Mr. Burns’ wife and 1,136,839 shares held by Point Prospect, Inc., a corporation which is wholly-owned by Steven Burns. Share total also includes options to purchase 125,000 shares of common stock. (7) This amount includes 130,901 shares directly held by Alfred D’Agostino, 783,304 shares held by Alfred D’Agostino Revocable Living Trust 11/6/2009, of which Alfred D’Agostino is the beneficial owner. Share total also includes an option to purchase 125,000 shares of common stock. (8) This amount includes 704,443 held by Thomas Toto and 66,667 held by Thomas and Andrea Toto, for which Thomas Toto is the beneficial owner. Share total also includes an option to purchase 125,000 shares of common stock. (9) This amount includes 279,072 shares held by Dean Janeway and 15,894 owned by Mary Janeway & Dean Janeway Jt. Ten. Share total also includes an option to purchase 125,000 shares of common stock. (10) This amount includes 5,000 shares purchased by the holder in April 2021. General The 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. Common Stock The 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 shares of common stock issued and outstanding. Each share of common stock has one (1) vote per share for all purposes. Our common stock does not provide any preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our common stockholders are not entitled to cumulative voting for purposes of electing members to our board of directors. Preferred Stock The 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. The 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. 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. In the year ended January 31, 2023, the Company sold 54,600 shares of Series B Preferred Stock for gross proceeds of $1,365,000. 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. Shares 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. 31 At 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. Dividends Preferred Stock . 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. 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. Common Stock. The declaration of any future cash dividends is at the discretion of our board of directors and depends upon our earnings, if any, our capital requirements and financial position, general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends on our Common Stock in the foreseeable future, but rather to reinvest earnings, if any, in our business operations. We have not paid any cash dividends to the holders of our Common Stock. Warrants As of April 26, 2023, there are 13,650 outstanding warrants to purchase our common shares. Options As 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 per share. Item 13. Certain Relationships and Related Transactions, and Director Independence. We currently lease 20,188 square feet in a fully contained facility at 184 Allen Boulevard, Farmingdale, NY from 148 Allen Blvd LLC for production and distribution of T&L Creative Salads and Olive Branch products. This property is owned by Anthony Morello, Jr., President of T&L, as well as individuals related to Mr. Morello. During the years ended January 31, 2022 and 2021, we paid $242,400 and $20,200, respectively, in rent under this lease. Upon 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. Director Independence Our board of directors has determined that each of Messrs. 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 that Mr. Stengel is an audit committee financial expert within the meaning of the applicable rules of the SEC and the NASDAQ Markets. 32 Item 14. Principal Accounting Fees and Services. Audit Fees 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, 2023 and January 31, 2022, were $191,655 and $63,350, respectively. Audit Related Fees The 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, 2023 and January 31, 2022 were $62,948 and $0, respectively. Tax Fees Tax 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 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. All Other Fees All 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. Audit Committee Pre-Approval Policies and Procedures Effective May 6, 2003, the SEC adopted rules that require that before our auditor is engaged by us to render any auditing or permitted non-audit related service, the engagement be: ● approved by our audit committee; or ● 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. Our Audit Committee pre-approved all services provided by our independent auditors for the period covered by this Annual Report on Form 10-K. 33 PART IV Item 15. Exhibits, Financial Statements Schedules Exhibit No. Description 3.1 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). 3.2 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). 3.3 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). 3.4 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). 4.1 Description of Common Stock 10.1 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). 10.2 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). 10.3 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). 10.4 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). 10.5 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). 10.6 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). 10.7 Multiple Disbursement Term Loan with M&T Bank, dated as of October 26, 2022 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm. 24.1 Power of Attorney (included in signature page of Form 10-K). 31.1 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)). 31.2 Certification by the Principal Financial Officer of Registrant pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a) or Rule 15d-14(a)). 32.1 Certification by the Principal Executive Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 32.2 Certification by the Principal Financial Officer pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 34 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. MAMAMANCINI’S HOLDINGS, INC. Date: April 26, 2023 By: /s/ Adam L. Michaels Name: Adam L. Michaels Title: Chief Executive Officer (Principal Executive Officer) By: /s/ Anthony Gruber Name: Anthony Gruber Title: Chief Financial Officer (Principal Financial Officer) KNOW 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. In 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. Signature Title Date /s/ Adam L. Michaels Chief Executive Officer, Chairman of the April 26, 2023 Adam L. Michaels Board of Directors /s/ Matthew Brown President, Director April 26, 2023 Matthew Brown /s/ Anthony Gruber Chief Financial Officer April 26, 2023 Anthony Gruber /s/ Steven Burns Director April 26, 2023 Steven Burns /s/ Alfred D’Agostino Director April 26, 2023 Alfred D’Agostino /s/ Tom Toto Director April 26, 2023 Tom Toto /s/ Dean Janeway Director April 26, 2023 Dean Janeway /s/ Meghan Henson Director April 26, 2023 Meghan Henson /s/ Michael Stengel Director April 26, 2023 Michael Stengel /s/ Shirley Romig Director April 26, 2023 Shirley Romig 35 MAMAMANCINI’S HOLDINGS, INC. CONSOLIDATED FINANCIAL STATEMENTS January 31, 2023 Page(s) Report of Independent Registered Public Accounting Firm (PCAOB ID: 0 89 ) F-2 Consolidated Balance Sheets as of January 31, 2023 and 2022 F-3 Consolidated Statements of Operations for the Years ended January 31, 2023 and 2022 F-4 Consolidated Statements of Changes in Stockholders’ Equity for the Period from February 1, 2022 to January 31, 2023 F-5 Consolidated Statements of Cash Flows for the Years ended January 31, 2023 and 2022 F-6 Notes to Consolidated Financial Statements F-7 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of MamaMancini’s Holdings, Inc. Opinion on the Financial Statements We 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. Basis for Opinion These 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. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our 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. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We determined that there are no critical audit matters. /s/ Rosenberg Rich Baker Berman, P.A. We have served as the Company’s auditor since 2011. Somerset, New Jersey April 26, 2023 F- 2 MamaMancini’s Holdings, Inc. Consolidated Balance Sheets January 31, 2023 January 31, 2022 Assets: Current Assets: Cash $ 4,378,383 $ 850,598 Accounts receivable, net 6,832,046 7,627,717 Inventories, net 3,635,881 2,890,793 Prepaid expenses and other current assets 828,391 269,209 Total current assets 15,674,701 11,638,317 Property and equipment, net 3,423,096 3,678,532 Intangibles, net 1,502,510 1,984,979 Goodwill 8,633,334 8,633,334 Operating lease right of use assets, net 3,236,690 3,596,317 Deferred tax asset 717,559 448,501 Equity method investment 1,343,486 - Deposits 53,819 52,249 Total Assets $ 34,585,195 $ 30,032,229 Liabilities and Stockholders’ Equity: Liabilities: Current Liabilities: Accounts payable and accrued expenses $ 9,063,256 $ 6,479,140 Term loan, net of debt discount of $ 60,082 and $ 57,771 , respectively 1,491,642 1,235,333 Operating lease liability 391,802 292,699 Finance leases payable 182,391 218,039 Promissory note – related party 750,000 759,917 Total current liabilities 11,879,091 8,985,128 Line of credit 890,000 765,000 Operating lease liability – net of current 2,897,205 3,339,255 Finance leases payable – net of current 248,640 376,132 Promissory note – related party, net of current 1,500,000 2,250,000 Term loan – net of current 4,655,181 6,206,896 Total long-term liabilities 10,191,026 12,937,283 Total Liabilities 22,070,117 21,922,411 Commitments and contingencies (Note 10) - - Stockholders’ Equity: Series A Preferred stock, $ 0.00001 par value; 120,000 shares authorized; 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; 19,680,000 shares authorized; no shares issued and outstanding - - Common stock, $ 0.00001 par value; 250,000,000 shares authorized; 36,317,857 and 35,758,792 shares issued and outstanding as of January 31, 2023 and January 31, 2022 364 359 Additional paid in capital 22,724,440 20,587,789 Accumulated deficit ( 10,060,226 ) ( 12,328,830 ) Less: Treasury stock, 230,000 shares at cost ( 149,500 ) ( 149,500 ) Total Stockholders’ Equity 12,515,078 8,109,818 Total Liabilities and Stockholders’ Equity $ 34,585,195 $ 30,032,229 See accompanying notes to the consolidated financial statements. F- 3 MamaMancini’s Holdings, Inc. Consolidated Statements of Operations 2023 2022 For the Years Ended January 31, 2023 2022 Sales-net of slotting fees and discounts $ 93,187,621 $ 47,083,740 Costs of sales 73,769,359 35,229,867 Gross profit 19,418,262 11,853,873 Operating expenses: Research and development 135,141 120,692 General and administrative 16,461,467 11,650,414 Total operating expenses 16,596,608 11,771,106 Income from operations 2,821,654 82,767 Other income (expenses) Interest ( 633,889 ) ( 73,487 ) Amortization of debt discount ( 22,121 ) ( 2,438 ) Other income 2,648 37,704 Total other income (expenses) ( 653,362 ) ( 38,221 ) Net income before income tax provision and income from equity method investment 2,168,292 44,546 Income from equity method investment 143,486 - Income tax provision ( 9,104 ) ( 296,472 ) Net income (loss) 2,302,674 ( 251,926 ) Less: series B preferred dividends ( 34,070 ) - Net income (loss) available to common stockholders 2,268,604 $ ( 251,926 ) Net income (loss) per common share – basic $ 0.06 $ ( 0.01 ) – diluted $ 0.06 $ ( 0.01 ) Weighted average common shares outstanding – basic 36,093,858 35,702,197 – diluted 37,313,178 35,702,197 See accompanying notes to the consolidated financial statements. F- 4 MamaMancini’s Holdings, Inc. Consolidated Statements of Changes in Stockholders’ Equity For the Period from February 1, 2022 through January 31, 2023 Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity Series A Series B Additional Preferred Stock Preferred Stock Common Stock Treasury Stock Paid-in Accumulated Stockholders’ Shares Amount Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance, February 1, 2022 - $ - - $ - 35,758,792 $ 359 ( 230,000 ) $ ( 149,500 ) $ 20,587,789 $ ( 12,328,830 ) $ 8,109,818 Stock based compensation - - - - - - - - 110,006 - 110,006 Stock issued for the exercise of options - - - - 57,093 - - - 26,250 - 26,250 Stock issued for the acquisition of equity investment - - - - 501,972 5 - - 699,996 - 700,000 Issuance of Preferred B Shares, net of issuance costs - - 54,600 - - - - 1,300,399 - 1,300,400 Series B Preferred dividend - - - - - - - - - ( 34,070 ) ( 34,070 ) Net income - - - - - - - - - 2,302,674 2,302,674 Balance, January 31, 2023 - $ - 54,600 $ - 36,317,857 $ 364 ( 230,000 ) $ ( 149,500 ) $ 22,724,440 $ ( 10,060,226 ) $ 12,515,078 For the Period from February 1, 2021 through January 31, 2022 Shares Amount Shares Amount Shares Amount Capital Deficit Equity Series A Preferred Stock Common Stock Treasury Stock Additional Paid In Accumulated Stockholders’ Shares Amount Shares Amount Shares Amount Capital Deficit Equity Balance, February 1, 2021 - $ - 35,603,731 $ 357 ( 230,000 ) $ ( 149,500 ) $ 20,535,793 $ ( 12,076,904 ) $ 8,309,746 Balance - $ - 35,603,731 $ 357 ( 230,000 ) $ ( 149,500 ) $ 20,535,793 $ ( 12,076,904 ) $ 8,309,746 Stock options issued for services - - - - - - 1,863 - 1,863 Common stock issued for services - - 7,000 - - - 31,055 - 31,055 Common stock issued for exercise of options - - 148,061 2 - - 19,078 - 19,080 Net loss - - - - - - - ( 251,926 ) ( 251,926 ) Net income (loss) - - - - - - - ( 251,926 ) ( 251,926 ) Balance, January 31, 2022 - $ - 35,758,792 $ 359 ( 230,000 ) $ ( 149,500 ) $ 20,587,789 $ ( 12,328,830 ) $ 8,109,818 Balance - $ - 35,758,792 $ 359 ( 230,000 ) $ ( 149,500 ) $ 20,587,789 $ ( 12,328,830 ) $ 8,109,818 See accompanying notes to the consolidated financial statements. F- 5 MamaMancini’s Holdings, Inc. Consolidated Statements of Cash Flows 2023 2022 For the Years Ended January 31, 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 2,302,674 $ ( 251,926 ) Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 920,718 779,442 Provision for doubtful accounts 233,000 - Amortization of debt discount 22,121 2,437 Amortization of right of use assets 359,627 190,798 Amortization of intangibles 482,469 43,660 Share-based compensation 110,006 32,918 Change in deferred tax asset ( 269,058 ) 296,472 Income from equity method investment ( 143,486 ) - Changes in operating assets and liabilities: Accounts receivable 562,671 ( 938,409 ) Inventories ( 745,088 ) ( 474,527 ) Prepaid expenses ( 174,460 ) 254,220 Security deposits ( 1,570 ) ( 32,072 ) Accounts payable and accrued expenses 2,192,359 1,175,677 Operating lease liability ( 342,947 ) ( 168,849 ) Net Cash Provided by Operating Activities 5,509,036 909,841 CASH FLOWS FROM INVESTING ACTIVITIES: Cash paid for fixed assets ( 593,214 ) ( 862,415 ) Cash paid for equity method investment ( 500,000 ) - Acquisition of companies – net of cash acquired - ( 10,408,542 ) Net Cash (Used in) Investing Activities ( 1,093,214 ) ( 11,270,957 ) - CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from series b preferred stock offering 1,365,000 - Payment of stock offering costs ( 64,600 ) - Borrowings from term loan - 7,500,000 Cash paid for financing fees ( 27,314 ) ( 63,750 ) Repayment of term loan ( 1,293,095 ) - Borrowings of line of credit, net 125,000 765,000 Repayment of term loan - related party ( 750,000 ) - Repayment of finance lease obligations ( 235,208 ) ( 199,176 ) Payment of Series B Preferred dividends ( 34,070 ) - Proceeds from exercise of options 26,250 19,080 Net Cash (Used in) Provided by Financing Activities ( 888,037 ) 8,021,154 Net Increase (Decrease) in Cash 3,527,785 ( 2,339,962 ) Cash - Beginning of Period 850,598 3,190,560 Cash - End of Period $ 4,378,383 $ 850,598 SUPPLEMENTARY CASH FLOW INFORMATION: Cash Paid During the Period for: Income taxes $ 31,647 $ - Interest $ 633,827 $ 52,221 SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Finance lease asset additions $ 72,068 $ 128,050 Operating lease asset additions $ - $ 2,457,502 Related party loan to finance acquisition $ - $ 3,000,000 Non-cash consideration paid in common stock for equity method investment $ 700,000 $ - Non-cash deposits on prepaid additions $ 384,722 See accompanying notes to the consolidated financial statements. F- 6 MamaMancini’s Holdings, Inc. Notes to Consolidated Financial Statements January 31, 2023 Note 1 - Nature of Operations and Basis of Presentation Nature of Operations MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31. MamaMancini’s Inc. (“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 products. 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. On 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” 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. On 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. The following presents the unaudited results of operations for the period June 28, 2022 (acquisition date) through January 31, 2023 of CIF. Schedule of Results of Operations For the Period June 28, 2022 through January 31, 2023 Revenues $ 18,238,335 Net income $ 597,858 Note 2 - Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries as of the reporting period ending dates and for the reporting periods. All intercompany balances and transactions have been eliminated in consolidation. F- 7 Use of Estimates The preparation of consolidated financial statements in conformity with U.S. 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and changes in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at January 31, 2023 and January 31, 2022. The 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, 2023, the Company had approximately $ 3.5 million in cash balances that exceed federally insured limits. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. As of January 31, 2023 and January 31, 2022, the reserve for uncollectible accounts was approximately $ 233,000 and $ 2,000 , respectively. Inventories The 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. The Company 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. Inventories by major category are as follows: Schedule of Inventories January 31, 2023 January 31, 2022 Raw Materials $ 1,883,270 $ 1,854,156 Work in Process 98,910 244,974 Finished goods 1,653,701 791,663 Total $ 3,635,881 $ 2,890,793 F- 8 The reserve for obsolescence at January 31, 2023 and January 31, 2022 was $ 32,433 and $ 64,034 , respectively. Property and Equipment Property and equipment are recorded at cost net of depreciation. Depreciation expense is computed using straight-line methods over the estimated useful lives. Asset lives for financial statement reporting of depreciation are: Schedule of Property and Equipment Estimated Useful Lives Machinery and equipment 2 - 7 years Furniture and fixtures 3 - 5 years Leasehold improvements - * (*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter. Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of operations. Intangible Assets Software The Company accounts for acquired internal-use software licenses and certain costs within the scope of ASC 350-40, Intangibles - Goodwill and Other - Internal-Use Software as intangible assets. The Company capitalized $ 87,639 of costs incurred in the year ended January 31, 2021 to implement cloud computing arrangements. Acquired internal-use software licenses are amortized over the term of the arrangement on a straight-line basis to the line item within the consolidated statements of operations that reflects the nature of the license. In 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, the Company evaluates its accounting for fees paid in an agreement to determine whether it includes a license to internal-use software. If the agreement includes a software license, the Company accounts for the software license as an intangible asset. Acquired software licenses are recognized and measured at cost, which includes the present value of the license obligation if the license is to be paid for over time. If the agreement does not include a software license, the Company accounts for the arrangement as a service contract (hosting arrangement) and hosting costs are generally expensed as incurred. Goodwill Goodwill 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. F- 9 When 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 unit. 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. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. As of January 31, 2023, there were no impairment losses recognized for goodwill. Other Intangibles Other intangibles consist of trademarks, trade names and customer relationships. Intangible asset lives for financial statement reporting of amortization are: Schedule of Other Intangible Assets Impairment Losses Recognized for Goodwill Tradenames and trademarks 3 years Customer relationships 4 - 5 years During the year ended January 31, 2023 and 2022, the Company recognized amortization of $ 402,133 and $ 36,357 respectively related to other intangible assets. Fair Value of Financial Instruments For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short-term financial instruments approximates fair value due to the relatively short period to maturity for these instruments. Research and Development Research and development is expensed as incurred. Research and development expenses for the years ended January 31, 2023 and 2022 were $ 135,141 and $ 120,692 , respectively. Revenue Recognition The Company recognizes revenue in accordance with FASB Topic 606, Revenue from Contracts with Customers (Topic 606) . The 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. 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. The 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. The 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. F- 10 Payment 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 received by the customer. Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows: Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Gross Sales $ 95,420,129 $ 48,798,656 Less: Slotting, Discounts, and Allowances 2,232,508 1,714,916 Net Sales $ 93,187,621 $ 47,083,740 Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the years ended January 31, 2023 and 2022: Schedule of Disaggregates Gross Revenue by Significant Geographic Area January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Northeast $ 40,382,360 $ 16,119,490 Southeast 27,014,357 17,546,606 Midwest 14,928,517 4,917,263 West 6,274,633 5,358,105 Southwest 6,820,262 4,857,192 Total revenue $ 95,420,129 $ 48,798,656 Cost of Sales Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight-in, packaging, and print production costs. Advertising Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the years ended January 31, 2023 and 2022 were approximately $ 693,000 and $ 735,000 , respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “ Compensation – Stock Compensation” ( “ASC 718” ), which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or 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. F- 11 For the year ended January 31, 2023 and 2022, share-based compensation amounted to $ 110,006 and $ 32,918 , respectively. For the year ended January 31, 2023 and 2022, when computing fair value of share-based payments, the Company has considered the following variables: Schedule of Fair Value of Share-Based Payments January 31, 2023 January 31, 2022 Risk-free interest rate 2.77 % N/A Expected life of grants 6.5 years N/A Expected volatility of underlying stock 85.74 % N/A Dividends 0 % N/A The 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. The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods. Earnings (Loss) Per Share Basic 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. F- 12 The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. Schedule of Earnings Per Share, Basic and Diluted January 31, 2023 January 31, 2022 For the Years Ended January 31, 2023 January 31, 2022 Numerator: Net income (loss) attributable to common stockholders $ 2,268,604 ( 251,926 ) Effect of dilutive securities: ( 34,070 ) — Diluted net income (loss) $ 2,234,534 $ ( 251,926 ) Denominator: Weighted average common shares outstanding - basic 36,093,858 35,702,197 Dilutive securities (a): Series B Preferred 819,000 - - Options 355,432 - Restricted Stock 44,888 Warrants - - Weighted average common shares outstanding and assumed conversion – diluted 37,313,178 35,702,197 Basic net income (loss) per common share $ 0.06 $ ( 0.01 ) Diluted net income (loss) per common share $ 0.06 $ ( 0.01 ) (a) - Anti-dilutive securities excluded: Options 150,000 669,000 Warrants 13,650 - Income Taxes Income 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 (benefit) results from the net change during the period of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. 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. The Company regularly evaluates the need for a valuation allowance related to the deferred tax asset. Recent Accounting Pronouncements In May 2021, the FASB issued accounting standards update ASU 2021-04, “Earnings Per Share (Topic 260), Debt— Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options”, to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU are effective for public and nonpublic entities for fiscal years beginning after December 15, 2021, and interim periods with fiscal years beginning after December 15, 2021. Early adoption is permitted, including adoption in an interim period. The Company 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. In August 2020, the FASB issued ASU No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies an issuer’s accounting for convertible instruments by reducing the number of accounting models that require separate accounting for embedded conversion features. ASU 2020-06 also simplifies the settlement assessment that entities are required to perform to determine whether a contract qualifies for equity classification and makes targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance. This update will be effective for the Company’s fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Entities can elect to adopt the new guidance through either a modified retrospective method of transition or a fully retrospective method of transition. The Company is currently evaluating the impact of the pending adoption of the new standard on its financial statements and intends to adopt the standard as of January 1, 2024. Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements. F- 13 In 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. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, 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. In February 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. Note 3 – Business Acquisitions The 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. On 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 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. On 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 Floor. All 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, LLC. The 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. Schedule of Pro-forma Combined Results of Operation F- 14 For the Year Ended January 31, 2022 Revenues $ 76,914,679 Net income $ 62,304 Net income per share - basic $ 0.00 Weighted average number of shares outstanding 35,702,197 The 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. ASC 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. The following summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date: Schedule of Asset Acquired and Liabilities Assumed Assets: Cash $ 591,458 Accounts receivable 2,715,515 Inventories 1,221,055 Fixed assets, net 503,907 Intangibles 10,574,334 Total identified assets acquired $ 15,606,269 Liabilities: Accounts payable and accrued expenses $ 1,606,269 Total liabilities assumed 1,606,269 Total net assets acquired $ 14,000,000 The 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. The intangible assets acquired include the trademarks and customer relationships. Goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition. All of the goodwill is deductible for tax purposes. Note 4 - Property and Equipment: Property and equipment on January 31, 2023 and January 31, 2022 are as follows: Schedule of Property and Equipment January 31, 2023 January 31, 2022 Machinery and Equipment $ 5,387,255 $ 4,934,855 Furniture and Fixtures 284,781 233,615 Leasehold Improvements 3,480,061 3,346,610 Property and Equipment, Gross 9,152,097 8,515,080 Less: Accumulated Depreciation 5,729,001 4,836,548 Total $ 3,423,096 $ 3,678,532 F- 15 Depreciation expense charged to income for the year ended January 31, 2023 and 2022 amounted to $ 920,718 and $ 779,442 , respectively. Note 5 – Intangibles, net Intangibles, net consisted of the following at January 31, 2023: Schedule of Intangibles Assets Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life (years) Software $ 87,639 $ ( 87,639 ) $ - - Customer relationships 1,862,000 ( 409,776 ) 1,452,224 3.41 Tradename and trademarks 79,000 ( 28,714 ) 50,286 1.91 $ 2,028,639 $ ( 526,129 ) $ 1,502,510 Intangibles, net consisted of the following at January 31, 2022: Gross Carrying Amount Accumulated Amortization Net Carrying Amount Weighted Average Remaining Life Software $ 87,639 $ ( 7,303 ) $ 80,336 2.91 Customer relationships 1,862,000 ( 33,976 ) 1,828,024 4.87 Tradename and trademarks 79,000 ( 2,381 ) 76,619 2.91 $ 2,028,639 $ ( 43,660 ) $ 1,984,979 Amortization expense for the years ended January 31, 2023 and January 31, 2022 was $ 482,469 and $ 43,660 , respectively. We expect the estimated aggregate amortization expense for each of the five succeeding fiscal years to be as follows: Schedule of Estimated Aggregate Amortization Expense 2024 $ 402,133 2025 400,782 2026 374,216 2027 325,379 Total $ 1,502,510 Note 6 - Related Party Transactions Promissory Note – Related Party Upon 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. F- 16 Lease – Related Party The 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 to Mr. Morello. 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 term. The exercise of optional renewal is uncertain and therefore excluded from the calculation of the right of use asset. Rent expense pursuant to the lease for the year ended January 31, 2023 and January 31, 2022 was $ 262,432 and $ 26,432 , respectively. Chef Inspirational Foods, LLC As noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc. (“CIF”). 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, 2023. Note 7 - Loan and Security Agreement M&T Bank On 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 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 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 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. The Company was in compliance with the covenants as of January 31, 2023. The covenants 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. During 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. As 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 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: if the 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. As of 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. F- 17 Note 8 - Concentrations Revenues For 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. As 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. Note 9 - Stockholders’ Equity Preferred Stock and Series A Preferred Stock The 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. Series B Preferred The Company has designated 200,000 shares of preferred stock, $ 0.00001 par value per share, for each of the Series B Preferred. The holders of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred Stock if such shares had been converted to common stock immediately prior to such liquidation. Holders of the Series B Preferred Stock are entitled to receive cumulative cash dividends at an annual rate of eight percent ( 8 %). Holders of the Series B Preferred Stock shall have no voting rights. Each share of Series B Preferred Stock shall be convertible, at the option of the holder, into shares of common stock at a rate of 1 share of Series B Preferred Stock into 15 shares of common stock. On September 13, 2022, the Company closed the first round of the Series B Preferred Stock offering with the sale of 47,200 shares, raising gross proceeds of $ 1,180,000 . On 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 . During the year ended January 31, 2023, the Company paid dividends of $ 34,070 . Restricted Stock Units During 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. F- 18 The following is a summary of the Company’s restricted stock units activity: Schedule of Restricted Stock Option Activity Restricted Stock Units Weighted Average Exercise Price Unvested – February 1, 2022 14,000 $ 2.83 Granted 367,647 $ 1.36 Vested - $ - Forfeited ( 14,000 ) $ 2.83 Outstanding – January 31, 2023 367,647 $ 1.36 During 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 . For 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. Options The following is a summary of the Company’s option activity: Summary of Option Activity Options Weighted Average Exercise Price Outstanding – February 1, 2022 669,000 $ 0.66 Exercisable – February 1, 2022 666,500 $ 0.65 Granted 150,000 $ 1.48 Exercised ( 130,000 ) $ 1.00 Outstanding – January 31, 2023 689,000 $ 0.77 Exercisable – January 31, 2023 539,000 $ 0.57 Summary of Option Outstanding and Exercisable Options Outstanding Options Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 0.39 – 1.48 689,000 2.32 $ 0.77 539,000 $ 0.57 At January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 847,200 and $ 859,051 , respectively. During 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. During 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 . For 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 . F- 19 Warrants In 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: Schedule of Warrants Fair Value Assumption September 13, 2022 Risk-free interest rate 3.58 % Expected life 5 years Expected volatility of underlying stock 82.52 % Dividends 0 % The following is a summary of the Company’s warrant activity: Schedule of Warrants Activity Warrants Weighted Average Exercise Price Outstanding – February 1, 2022 - $ - Exercisable – February 1, 2022 - $ - Granted 13,650 $ 2.25 Exercised - $ - Outstanding – January 31, 2023 13,650 $ 2.25 Exercisable – January 31, 2023 13,650 $ 2.25 Schedule of Warrants Outstanding and Exercisable Warrants Outstanding Warrants Exercisable Exercise Price Number Outstanding Weighted Average Remaining Contractual Life (in years) Weighted Average Exercise Price Number Exercisable Weighted Average Exercise Price $ 2.25 13,650 4.62 $ 2.25 13,650 $ 2.25 At January 31, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 . Note 10 - Commitments and Contingencies Insurance Claim The Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires. Insurance recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries are resolved. Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any gains or losses related to property damage are recorded within “Other income (expense)” on the consolidated statements of income. On 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 of income. The Company received the remaining amount of proceeds for the property damage claim, resulting in other income of $ 91,312 . This amount was offset by repairs and maintenance expense of $ 12,475 as well as the costs of additions and parts of the oven and roof totaling $ 47,669 . No additional proceeds were received or costs incurred during the year ended January 31, 2023. F- 20 Litigation, Claims and Assessments From 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. Licensing and Royalty Agreements On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). 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. The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date. The 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; and 1 % of Net Sales in excess of $ 20,000,000 of Net Sales for each Agreement year. In order to continue the Exclusive term, the Company shall pay a minimum royalty of $ 125,000 each year. The 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. Agreements with Placement Agents and Finders Spartan Capital, LLC The 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. AGES Financial Services. Ltd. On July 6, 2022, the Company executed a Proposed Offering Engagement Letter with AGES Financial Services. Ltd. (“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. F- 21 In 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 . Note 11 – Leases The Company determines if an arrangement contains a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The 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 lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities. Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred. On March 1, 2021, the Company amended an existing lease with the landlord for a new premise with a greater square footage. Upon cancellation of the existing lease, the Company wrote-off the net right of use asset and corresponding lease liability of $ 22,870 . The Company recorded a right of use asset and related liability of $ 328,148 for the new space which will be occupied over a 60-month period. On December 29, 2021, the Company entered into a new right of use obligation with a related party (See Note 6) for office, manufacturing, and storage space in Farmingdale, New York. In connection with this lease, the Company recorded a right of use asset and corresponding lease liability of $ 2,129,084 . The components of lease expense were as follows: Schedule of Components of Lease Expense January 31, 2023 January 31, 2022 Finance Leases Depreciation of Assets 127,511 145,066 Interest on lease liabilities 37,657 33,675 Operating Leases 545,017 355,786 Total net lease cost 710,185 534,527 F- 22 Supplemental balance sheet information related to leases was as follows: Schedule of Supplemental Balance Sheet Information Related to Leases January 31, 2023 January 31, 2022 Operating Leases Operating lease ROU assets $ 3,236,690 $ 3,596,317 Current operating lease liabilities, included in current liabilities $ 391,802 $ 292,699 Noncurrent operating lease liabilities, included in long-term liabilities 2,897,205 3,339,255 Total operating lease liabilities $ 3,289,007 $ 3,631,954 Finance Leases Property and equipment at cost $ 916,906 $ 1,079,706 Accumulated depreciation ( 353,233 ) ( 405,436 ) Property and equipment, net $ 563,673 $ 674,270 Current obligations of finance lease liabilities, included in current liabilities $ 182,391 $ 218,039 Finance leases, net of current obligations, included in long-term liabilities 248,640 376,132 Total finance lease liabilities $ 431,031 $ 594,171 Supplemental cash flow and other information related to leases was as follows: Schedule of Supplemental Cash Flow and Other Information Related to Leases January 31, 2023 January 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 342,947 $ 168,849 Financing cash flows from finance leases 235,208 199,176 ROU assets obtained in exchange for lease liabilities Operating leases $ - $ 2,457,502 Finance leases 72,068 128,050 Weighted average remaining lease term (in years) Operating leases 7.50 8.50 Finance leases 2.60 3.08 Weighted average discount rate: Operating leases 4.85 % 4.85 % Finance Leases 3.41 % 4.45 % Schedule of Future Minimum Payments Required Under Lease Obligations For the Twelve months ended January 31, 2024 $ 730,493 2025 706,153 2026 605,547 2027 478,037 2028 502,983 Thereafter 1,331,256 Total lease payments $ 4,354,469 Less: amounts representing interest ( 249,709 ) Total lease obligations $ 4,104,760 F- 23 Note 12 - Income Tax Provision The income tax provision consists of the following: Schedule of Components of Income Tax Expense Income tax provision / (benefit) consists of the following: January 31, 2023 January 31, 2022 Federal Current $ 112,892 $ - Deferred ( 183,565 ) 32,224 State and Local Current 165,266 Deferred ( 85,489 ) 264,248 Income tax provision $ 9,104 $ 296,472 The Company had U.S. 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 $ 10.0 million at January 31, 2023 and 2022, respectively, available to offset future taxable income through 2035 . In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. There was no valuation allowance as of January 31, 2023 and 2022. The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as “Other expenses – Interest” in the consolidated statements of operations. Penalties would be recognized as a component of “General and administrative.” No interest or penalties on unpaid tax were recorded during the years ended January 31, 2023 and 2022, respectively. As of January 31, 2023 and 2022, no liability for unrecognized tax benefits was required to be reported. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. F- 24 The Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Schedule of Deferred Tax Assets and Liabilities Deferred Tax Assets Year Ended January 31, 2023 Year Ended January 31, 2022 Net operating loss carryovers $ 607,351 $ 1,152,434 Share-based compensation 32,362 6,854 Acquisition costs 108,028 88,109 Capitalized start-up and organization costs 23,740 27,843 Right of use liability 819,916 798,015 Inventory 27,057 21,945 Interest limitation - 16,224 Bad debt 49,030 - Other - 18,354 Total deferred tax assets 1,667,484 2,129,778 Deferred Tax Liabilities Fixed assets 65,578 812,528 Intangibles 77,479 - Right of use asset 806,868 868,749 Total deferred tax liabilities 949,925 1,681,277 Net deferred tax asset $ 717,559 $ 448,501 The 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 Year Ended January 31, 2023 Year Ended January 31, 2022 US Federal statutory rate 21.00 % 21.00 % State income tax, net of federal benefit 3.4 1.08 Adjustments to deferred tax assets ( 24 ) 627.47 Non-deductible expenses - 16.00 Income tax provision (benefit) 0.4 % 665.55 % F- 25