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Item 1. Financial Statements

2023-06-13 compared with 2022-12-12 · 396 added, 719 removed, 327 unchanged (77% of the section changed)

3 unchanged sentences

CONSOLIDATED FINANCIAL STATEMENTS

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

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

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

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

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

Condensed Consolidated Balance Sheets as of April 30, 2023 (unaudited) and January 31, 2023

Condensed Consolidated Statements of Operations for the Three Months Ended April 30, 2023 and 2022 (unaudited)

Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended April 30, 2023 and the Three Months Ended April 30, 2022 (unaudited)

Condensed Consolidated Statements of Cash Flows for the Three Months Ended April 30, 2023 and 2022 (unaudited)

Notes to Condensed Consolidated Financial Statements (unaudited)

2 unchanged sentences

Consolidated Balance Sheets

October 31, 2022

April 30, 2023

January 31, 2023

1 unchanged sentence

Accounts receivable, net

Prepaid expenses

Inventories, net

Prepaid expenses and other current assets

Total current assets

3 unchanged sentences

Deferred tax asset

Equity method investment in Chef Inspirational

Equity method investment

Liabilities and Stockholders’ Equity:

5 unchanged sentences

Promissory note – related party

Series B Preferred Shares to be issued, net

Total current liabilities

6 unchanged sentences

Total Liabilities

Commitments and contingencies (Note 10)

Commitments and contingencies (Notes 9 and 10)

Stockholders’ Equity:

1 unchanged sentence

120,000 shares authorized;

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

23,400 issued as of April 30, 2023 and January 31, 2023, respectively, 0 shares outstanding as of April 30, 2023 and January 31, 2023, respectively

Series B Preferred stock, $ 0.00001 par value;

200,000 shares authorized;

47,200 and 0 issued and outstanding as of October 31, 2022 and January 31, 2022

54,600 issued and outstanding as of April 30, 2023 and January 31, 2023 respectively

Preferred stock, $ 0.00001 par value;

1 unchanged sentence

no shares issued and outstanding

Preferred stock, value

Common stock, $ 0.00001 par value;

250,000,000 shares authorized;

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

36,484,777 and 36,317,857 shares issued and outstanding as of January 31, 2023 and January 31, 2022

Additional paid in capital

2 unchanged sentences

( 10,060,226 )

Treasury stock, 230,000 shares at cost, respectively

Treasury stock, 230,000 shares at cost

Total Stockholders’ Equity

4 unchanged sentences

Consolidated Statements of Operations

the Three Months Ended

the Nine Months Ended

For the Three Months Ended

Sales-net of slotting fees and discounts

8 unchanged sentences

Total other income (expenses)

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

Income from equity method investment in Chef Inspirational

Income tax benefit (provision)

Net income (loss)

Class B preferred dividends

Net income (loss) available to common stockholders

Net income (loss) per common share

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

Income from equity method investment

Income tax provision

series B preferred dividends

Net income available to common stockholders

Net income per common share

Weighted average common shares outstanding

3 unchanged sentences

Consolidated Statements of Changes in Stockholders’ Equity

the Period from August 1, 2022 through October 31, 2022

the Three Months Ended April 30, 2023

Preferred Stock

2 unchanged sentences

Stockholders’

Balance, August 1, 2022

Balance, February 1, 2023

$ ( 149,500 )

$ ( 10,060,226 )

Stock options issued for services

Common stock issued for services

Issuance of Preferred B Shares, net of issuance costs

Stock based compensation

Stock issued for the exercise of options

Series B Preferred dividend

Balance, October 31, 2022

$ ( 149,500 )

$ ( 11,882,852 )

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

Preferred Stock

Treasury Stock

Stockholders’

Balance, August 1, 2021

Balance, April 30, 2023

$ ( 149,500 )

$ ( 8,686,600 )

Common stock issued for services

Stock options issued for services

Stock issued for the exercise of options

Balance, October 31, 2021

$ ( 149,500 )

$ ( 8,686,600 )

accompanying notes to the condensed consolidated financial statements

MamaMancini’s

Holdings, Inc.

Consolidated Statements of Changes in Stockholders’ Equity

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

Preferred Stock

Three Months Ended April 30, 2022

Preferred Stock

4 unchanged sentences

$ ( 12,328,830 )

Stock options issued for services

Common stock issued for services

Stock issued for the exercise of options

Stock issued for the acquisition of equity investment in Chef Inspirational

Issuance of Preferred B Shares, net of issuance costs

Series B Preferred dividend

Balance, October 31, 2022

$ ( 149,500 )

$ ( 12,328,830 )

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

Preferred Stock

Treasury Stock

Stockholders’

Balance, February 1, 2021

Stock issued for the exercise of options

Balance, April 30, 2022

$ ( 149,500 )

$ ( 12,225,133 )

Common stock issued for services

Stock options issued for services

Stock issued for the exercise of options

Net income (loss)

Balance, October 31, 2021

$ ( 149,500 )

$ ( 12,225,133 )

accompanying notes to the condensed consolidated financial statements.

MamaMancini’s

1 unchanged sentence

Consolidated Statements of Cash Flows

For the Nine Months Ended October 31,

For the Three Months Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

2 unchanged sentences

Amortization of right of use assets

Amortization of intangibles

Share-based compensation

Amortization of intangible assets

Stock based compensation

Change in deferred tax asset

Income from equity method investment in Chef Inspirational

Income from equity method investment

Changes in operating assets and liabilities:

Accounts receivable

( 1,557,062 )

( 1,370,867 )

( 1,277,898 )

Prepaid expenses

2 unchanged sentences

Operating lease liability

Net Cash Provided by Operating Activities

Net cash provided by (used in) operating activities

( 1,343,013 )

CASH FLOWS FROM INVESTING ACTIVITIES:

Cash paid for fixed assets

Cash paid for investment in Chef Inspirational

Net cash used in investing activities

( 1,007,547 )

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds in advance of preferred stock offering

Proceeds from preferred stock offering

Payment of stock offering costs

Repayment of term loan

Borrowings of line of credit, net

(Repayment) borrowings of line of credit, net

Repayment of finance lease obligations

Payment of Preferred B dividends

Payment of Series B Preferred dividends

Proceeds from exercise of options

Net Cash Provided by (Used in) Financing Activities

Net Increase in Cash

Net cash (used in) provided by financing activities

Net increase (decrease) in cash

Cash - beginning of period

3 unchanged sentences

SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

Finance lease asset additions

Operating lease asset additions

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

Preferred B accrued dividends

Non-cash deposits on prepaid additions

accompanying notes to the condensed consolidated financial statements.

1 unchanged sentence

Holdings, Inc.

to Unaudited Condensed Consolidated Financial Statements

to Consolidated Financial Statements

1 - Nature of Operations and Basis of Presentation

4 unchanged sentences

The Company has a year-end of January 31.

Company 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 and frozen products.

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

The USDA defines all natural as a product that contains no artificial ingredients, coloring ingredients or chemical preservatives

and is minimally processed.

The Company’s customers are located throughout the United States, with large concentrations in the

Northeast and Southeast.

subsidiary, MamaMancini’s Inc., a Delaware Corporation (“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

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.

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

T&L Creative Salads, Inc.

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

based in New York.

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

distributors.

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

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

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

June 28, 2022, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

(“CIF”), a leading developer,

innovator, marketer and sales company selling fresh and frozen prepared foods, for an investment of $ 1.2 million, at an implied enterprise

value for CIF of $ 5 million.

The investment consists of $ 500,000 in cash and $ 700,000 in the Company’s common stock.

also was granted the option to purchase the remaining seventy-six percent ( 76 %) interest in CIF within one year of June 28, 2022.

option purchase price is an additional $ 3.8 million, of which $ 3.5 million would be paid in cash and $ 300,000 in common stock, which

would be paid within a two-year period from June 28, 2022.

The acquisition of the interest in CIF is being accounted for under the equity

method of accounting for investments.

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

(“T&L”) and Olive Branch, LLC (“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 Food and Drug Administration (“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

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 fromthe date of the exercise

of the option.

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

following presents the unaudited results of operations for the period February 1, 2023 through April 30, 2023 of CIF.

of Results of Operations

For the Period

June 28, 2022

October 31, 2022

2 – Business Acquisitions

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

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

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

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

separately from goodwill.

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

internal estimates.

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

gourmet food manufacturers based in New York.

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

The Company acquired

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

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

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

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

of the Company, is guaranteed by the Company.

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

subject of an indemnification under the transaction agreements.

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

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

Anthony Morello, Jr.

will remain as CEO of T&L Acquisition Corp.

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

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

The Maturity Date of the Loan is

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 SOFR;

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

In all events

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

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

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

the three months ended October 31, 2022, T&L had revenue and net income before taxes of approximately $ 12.6 million and approximately

$ 1.7 million, respectively.

For the three months ended October 31, 2022, OB had revenue and net income before taxes of approximately

$ 1.8 million and approximately $ 257,100 , respectively.

For the nine months ended October 31, 2022, T&L had revenue and net income

before taxes of approximately $ 30.7 million and approximately $ 1.7 million respectively.

For the nine months ended October 31, 2022,

OB had revenue and net income before taxes of approximately $ 5.0 million and approximately $ 305,200 , respectively.

These amounts are

included in the condensed statements of operations for the three and nine months ended October 31, 2022.

following presents the unaudited pro-forma combined results of operations for the three and nine months ended October 31, 2021 of T&L

and OB with the Company as if the entities were combined on February 1, 2021.

of Pro-forma Combined Results of Operation

October 31, 2021

Net income per share - basic

Weighted average number of shares outstanding

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

The unaudited pro-forma results of operations

are not intended to present actual results that would have been attained had the acquisitions been completed as of February 1, 2021 or

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

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

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

ASC 805 requires an acquirer to recognize the assets

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

fair values as of that date.

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

measured at its fair value at that date.

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

of Asset Acquired and Liabilities Assumed

Accounts receivable

Fixed assets, net

Total identified assets acquired

Accounts payable and accrued expenses

Total liabilities assumed

Total net assets acquired

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

identifiable tangible and intangible assets acquired and liabilities assumed.

The amounts used in computing the purchase price differ

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

intangible assets acquired include the trademarks and customer relationships.

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

and the acquired fixed assets.

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

of the goodwill is deductible for tax purposes.

February 1, 2023

April 30, 2023

2 - Summary of Significant Accounting Policies

of Presentation

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

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

All intercompany balances and transactions have been eliminated in consolidation.

unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which

in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for

the periods presented.

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

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

The Company assumes that

the users of the interim financial information herein have read or have access to the audited financial statements for the preceding

fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context.

The condensed

consolidated balance sheet at January 31, 2022 was derived from audited financial statements but does not include all disclosures required

by accounting principles generally accepted in the United States of America.

The results of operations for the interim periods presented

are not necessarily indicative of results for the year ending January 31, 2023.

accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with accounting principles generally

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

GAAP”) for interim financial information and with the instructions to Form

10-Q and Article 10 of Regulation S-X of the SEC for interim financial information.

Accordingly, they do not include all of the information

and footnotes required by generally accepted accounting principles for complete financial statements.

In the opinion of management, the

accompanying Condensed Consolidated Financial Statements of the Company and its subsidiaries, which are unaudited, include all normal

and recurring adjustments considered necessary to present fairly the Company’s financial position as of April 30, 2023, and the

results of its operations and its cash flows for the periods presented.

The unaudited condensed consolidated financial statements herein

should be read together with the historical consolidated financial statements of the Company for the years ended January 31, 2023 and

2022 included in our 2023 Form 10-K.

Operating results for the three months ended April 30, 2023 are not necessarily indicative of the

results that may be expected for the year ending January 31, 2024.

of Consolidation

condensed consolidated financial statements include all accounts of the entities as of the reporting period ending dates and for the

reporting periods.

All inter-company balances and transactions have been eliminated.

Condensed Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries.

All intercompany activities

have been eliminated in consolidation.

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

generally accepted accounting principles requires

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

accompanying notes.

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

allowance for doubtful accounts, inventory obsolescence,

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

GAAP requires management to make estimates and assumptions

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

Such estimates and assumptions

impact, among others, the following:

allowance for doubtful accounts, the fair value of stock-based payments, inventory reserves, and

estimates for unrealized returns, discounts, and other allowances that are netted against revenue.

estimates requires management to exercise significant judgment.

5 unchanged sentences

and Uncertainties

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

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

The Company’s operations

8 unchanged sentences

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

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

held no cash equivalents at April 30, 2023 and January 31, 2023.

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

The balance at times may exceed federally insured limits.

At October 31, 2022, the Company had approximately $ 2.8 million in cash balances

As of April 30, 2023, the Company had approximately $ 4.3 million in cash balances

that exceed federally insured limits.

7 unchanged sentences

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

As of October 31, 2022 and January

31, 2022, the reserve for uncollectible accounts was $ 246,678 and $ 2,000 , respectively.

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

Inventory was comprised

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

of Inventories

October 31, 2022

As of April 30, 2023 and January

31, 2023, the reserve for uncollectible accounts was approximately $ 233,000 and $ 233,000 , respectively.

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

NRV is defined as the estimated selling

prices less the 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.

The reserve for obsolescence at April 30, 2023 and January

31, 2023 was $ 32,433 and $ 32,433 , respectively.

by major category are as follows:

Schedule of Inventories

April 30, 2023

January 31, 2023

13 unchanged sentences

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

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

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

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 condensed consolidated statements of operations that reflects the nature of the

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

During the three and

nine months ended October 31, 2022, the Company recorded amortization of $ 35,410 and $ 66,512 , 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.

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

The Company tests goodwill for impairment annually as of January

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

its carrying amount (a “triggering event”).

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

a qualitative evaluation about the likelihood of goodwill impairment.

If impairment is deemed more likely than not, management would

perform the two-step goodwill impairment test.

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

In assessing the qualitative

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

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

amount involve significant judgements and assumptions.

The judgement and assumptions include the identification of macroeconomic conditions,

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

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

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

A reporting unit’s

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

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

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

exceeds the reporting unit’s fair value;

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

reporting unit.

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

and circumstances continue to support an indefinite useful life.

If an intangible asset that is not being amortized is subsequently determined

to have a finite useful life, it is amortized prospectively over its estimated remaining useful life.

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

or loss is reflected in the consolidated statements of operations.

is initially recorded at fair value and not amortized, but is reviewed for impairment at least annually or more frequently if impairment

indicators arise.

Our goodwill is evaluated for impairment by first performing a qualitative assessment to determine whether a quantitative

goodwill test is necessary.

If it is determined, based on qualitative factors, the fair value of the Company may be more likely than

not less than the carrying amount, or if significant changes to macro-economic factors related to the reporting unit have occurred that

could materially impact fair value, a quantitative goodwill impairment test would be required.

The quantitative test is to identify if

a potential impairment exists.

If the carrying amount exceeds the fair value, an impairment loss is recognized in an amount equal to

that excess, not to exceed the carrying amount of goodwill.

Our qualitative assessment for the three months ended April 30, 2023 did

not indicate that it was more likely than not that an impairment of the Company was necessary, and as such, no quantitative goodwill

test was deemed necessary.

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

of April 30, 2023 and January 31, 2023, there were no impairment losses recognized for goodwill.

intangibles consist of trademarks, trade names and customer relationships.

2 unchanged sentences

of Other Intangible Assets Impairment Losses Recognized for Goodwill

Tradenames and trademarks

Customer relationships

the three and nine months ended October 31, 2022, the Company recognized amortization of $ 101,360 and $ 300,774 related to other intangible

assets, respectively.

and trademarks

relationships

the three months ended April 30, 2023 and 2022, the Company recognized amortization of $ 101,896 and $ 98,054 respectively related to other

intangible assets.

Value of Financial Instruments

5 unchanged sentences

and development is expensed as incurred.

Research and development expenses for the three months ended October 31, 2022 and 2021 were

$ 24,432 and $ 33,866 , respectively.

Research and development expenses for the nine months ended October 31, 2022 and 2021 were $ 92,759

Research and development expenses for the three months ended April 30, 2023 and 2022 were $ 71,185

and $ 26,535 , respectively.

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

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

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

Typically, this occurs when the goods

are shipped to the customer.

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

in exchange for the goods.

Company’s sales are generated from the sale of finished products to customers, which contains 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 condensed consolidated statements of operations.

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

These programs include discounts, slotting

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

Customer trade promotion and consumer incentive activities

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

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

The Company does not receive

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

The Company elected to

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

administrative expenses on the condensed consolidated statements of operations.

Company promotes its products with consumer incentives and trade promotions.

These programs include discounts, slotting fees, coupons,

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

Customer trade promotion and consumer incentive activities are recorded

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

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

The Company does not receive a distinct service

in relation to the consumer incentives and trade promotions.

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

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

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

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

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

October 31, 2022

October 31, 2021

April 30, 2023

April 30, 2022

For the Three Months Ended

October 31, 2022

October 31, 2021

Slotting, Discounts, Allowances

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Slotting, Discounts, Allowances

April 30, 2023

April 30, 2022

Slotting, Discounts, and Allowances

Disaggregation

1 unchanged sentence

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

three months ended October 31, 2022 and 2021:

three months ended January 31, 2023 and 2022:

of Disaggregates Gross Revenue by Significant Geographic Area

October 31, 2022

October 31, 2021

April 30, 2023

April 30, 2022

For the Three Months Ended

October 31, 2022

October 31, 2021

Total revenue

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

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Total revenue

April 30, 2023

April 30, 2022

Total gross sales

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

3 unchanged sentences

Producing and communicating

advertising expenses for the three months ended October 31, 2022 and 2021 were $ 99,736 and $ 196,495 respectively.

Producing and communicating

advertising expenses for the nine months ended October 31, 2022 and 2021 were $ 400,655 and $ 441,556 , respectively.

advertising expenses for the three months ended April 30, 2023 and 2022 were approximately $ 208,570 and $ 187,020 , respectively.

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

1 unchanged sentence

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

The Company accounts for

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

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

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

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

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

Grants of share-based payment awards issued

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

Grants of stock-based payment awards issued

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

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

1 unchanged sentence

termination of service.

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

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

Share-based payments issued

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

the three months ended October 31, 2022 and 2021, share-based compensation amounted to $ 23,626 and $ 19,681 , respectively.

the nine months ended October 31, 2022 and 2021, share-based compensation amounted to $ 35,959 and $ 20,467 , respectively.

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

of Fair Value of Share-Based Payments

October 31, 2022

October 31, 2021

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

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

uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient

historical exercise data to provide a reasonable basis upon which to estimate expected term.

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

common stock.

Risk free interest rates were obtained from U.S.

Treasury rates for the applicable periods.

(Loss) Per Share

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

For convenience, the term is used

to refer to either earnings or loss per share.

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

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

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

Income available to

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

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

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

The computation of diluted EPS is similar to the computation

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

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

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

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

research and development, depending on the nature of the services provided, in the condensed consolidated statements of operations.

payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional

paid in capital.

the three months ended April 30, 2023 and 2022, stock-based compensation amounted to $ 55,384 and $ 0 , respectively.

the three months ended April 30, 2023 and 2022, there were no stock-based awards issued besides restricted stock issued.

net income 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 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 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 if-converted method.

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

1 unchanged sentence

of Earnings Per Share, Basic and Diluted

October 31, 2022

October 31, 2021

April 30, 2023

April 30, 2022

For the Three Months Ended

October 31, 2022

October 31, 2021

April 30, 2023

April 30, 2022

Net income (loss) attributable to common stockholders

4 unchanged sentences

Series B Preferred

Restricted Stock

Weighted average common shares outstanding and assumed conversion – diluted

2 unchanged sentences

(a) - Anti-dilutive securities excluded:

Series B Preferred shares

October 31, 2022

October 31, 2021

For the Nine Months Ended

October 31, 2022

October 31, 2021

Net income attributable to common stockholders

Effect of dilutive securities:

Diluted net income

Weighted average common shares outstanding - basic

Dilutive securities (a):

Series B Preferred

Weighted average common shares outstanding and assumed conversion – diluted

Basic net income per common share

Diluted net income per common share

(a) - Anti-dilutive securities excluded:

Series B Preferred shares

Anti-dilutive securities

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

2 unchanged sentences

Deferred tax expense

(benefit) results from the net change during the period of deferred tax assets and liabilities.

results from the net change during the period of deferred tax assets and liabilities.

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

and rates on the date of enactment.

As of October 31, 2022 and January 31, 2022, the Company recognized a deferred tax asset of $ 350,895

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

The Company regularly

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

Reclassification

amounts in the prior period financial statements have been reclassified to conform to the current period presentation.

These reclassifications

had no effect on reported income, total assets, or stockholders’ equity as previously reported.

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

the date of enactment.

As of April 30, 2023 and January 31, 2023, the Company recognized a deferred tax asset of $ 372,361 and $ 717,559 ,

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

The Company regularly evaluates

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

Accounting Pronouncements

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 condensed

consolidated financial statements.

August 2020, the FASB issued ASU No.

11 unchanged sentences

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.

The adoption of

the new standard is not expected to have a significant impact on the Company’s consolidated financial statements.

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

on the accompanying condensed consolidated financial statements.

on the accompanying consolidated financial statements.

3 - Property and Equipment :

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

and equipment on April 30, 2023 and January 31, 2023 are as follows:

Schedule of Property and Equipment

October 31, 2022

April 30, 2023

January 31, 2023

4 unchanged sentences

Accumulated Depreciation

Property and Equipment,

expense charged to income for the three months ended October 31, 2022 and 2021 amounted to $ 277,584 and $ 145,506 , respectively.

expense charged to income for the nine months ended October 31, 2022 and 2021 amounted to $ 678,710 and $ 572,238 , respectively.

expense charged to income for the three months ended April 30, 2023 and 2022 amounted to $ 248,413 and $ 208,829 , respectively.

4 – Intangibles, net

net consisted of the following at October 31, 2022:

net consisted of the following at April 30, 2023:

Schedule of Intangibles Assets

5 unchanged sentences

Tradename and trademarks

expense for the three and nine months ended October 31, 2022 was $ 137,131 and $ 367,286 , respectively.

$ ( 526,129 )

expense for the three months ended April 30, 2023 and 2022 was $ 101,896 and $ 113,170 , respectively.

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

2 unchanged sentences

5 - Related Party Transactions

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

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

generated sales.

For the nine months ended October 31, 2022 and 2021, the Company recorded $ 36,000 in commission expense from WWS, Inc.

generated sales.

Note – Related Party

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

The promissory note requires

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

one-half ( 3.5 %) per annum.

As of October 31, 2022 and January 31, 2022, the outstanding balance under the note including accrued interest

was $ 3,089,170 and $ 3,009,917 , respectively.

Interest expense related to this note was $ 25,897 and $ 79,253 for the three and nine months

ended October 31, 2022, respectively.

As of October 31, 2022 and January 31, 2022, accrued interest was $ 89,170 and $ 9,917 , respectively.

consummation of the acquisition of T&L and Olive Branch on December 29, 2021, the Company executed a $ 3,000,000 promissory note with

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 April 30, 2023 and January 31, 2023, the outstanding balance

under the note was $ 2,250,000 and $ 2,250,000 , respectively.

For the three months ended April 30, 2023 and 2022 interest expense for this

note was $ 19,314 and $ 26,119 respectively.

As of April 30, 2023 and 2022, accrued interest was $ 26,002 and $ 36,036 , respectively.

– Related Party

1 unchanged sentence

Salads and Olive Branch products.

148 Allen Blvd LLC is owned by Anthony Morello, Jr., CEO of T&L Acquisition Corp., a 100% owned

subsidiary of the Company.

This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year

terms with base rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial

148 Allen Blvd LLC is owned by Anthony Morello, Jr., President of T&L and various individuals related

This lease term is through November 30, 2031 with the option to extend the lease for two additional ten-year terms with

base rent of $ 20,200 per month through December 31, 2026, increasing after that date to $ 23,567 through the end of the initial lease

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

expense pursuant to the lease for the three and nine months ended October 31, 2022 was $ 65,608 and $ 196,824 , respectively.

Inspirational Foods, Inc.

noted above in Note 1, the Company acquired a 24 % minority interest in Chef Inspirational Foods, Inc.

three and nine months ended October 31, 2022, T&L recorded sales of $ 5,388,611 and $ 7,339,502 with CIF, respectively, of which $ 1,258,015

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

the three and nine months ended October 31, 2022, OB recorded commission expense of $ 75,465 and $ 80,565 based on its transactions with

CIF, respectively, of which $ 53,392 was due to CIF and is included in accounts payable and accrued expenses on the accompanying condensed

consolidated balance sheets at October 31, 2022.

Related Party Transactions

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

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

During the nine months ended October 31, 2021, six employees

exercised 200,000 options with an average exercise price of $ 0.81 in exchange for 148,061 shares of common stock.

pursuant to the lease for the three months ended April 30, 2023 and 2022 was $ 65,608 and $ 59,857 , respectively.

Inspirational Foods, LLC – Related Party

noted above in Note 1, on owns a 24 % minority interest in CIF.

For the three months ended April 30, 2023, the Company recorded sales

of $ 6,540,074 with CIF, of which $ 2,943,751 was outstanding and included in accounts receivable on the accompanying consolidated balance

sheet at April 30, 2023.

As of January 31, 2023, the Company had an account receivable balance with CIF of $ 1,449,009 .

During the three

months ended April 30, 2023, the Company recorded commission expenses and consulting services expenses of $ 145,842 based on its transactions

with CIF, of which $ 93,545 was due to CIF and is included in accounts payable and accrued expenses on the accompanying consolidated balance

sheets at April 30, 2023.

6 - Loan and Security Agreement

January 4, 2019, the Company obtained a $ 3.5 million working capital line of credit with M&T Bank at LIBOR plus four points with

a two-year expiration.

On January 29, 2020, the facility was amended to increase the total available balance to $ 4.0 million as well

as extend the maturity date to June 30, 2022 .

On June 11, 2021, the line was amended to increase the available borrowings to $ 4.5 million

and extended the maturity date to June 30, 2023 .

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

(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 .

As part of the extension in June 2021 the Company incurred financing fees of

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

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

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

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

The facility is supported by a first priority security interest in all of the Company’s

business assets and is further subject to various affirmative and negative financial covenants.

The Company was in compliance with the covenants as of October 31, 2022.

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).

Company has a working capital line with M&T Bank (the “Credit Agreement”) with total available borrowerings of $ 5.5

million and has a current maturity date of 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) as of the

date of any advance under the Credit Agreement 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 Credit Agreement is

secured 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 April 30, 2023 and January 31,

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.

outstanding balance on the line of credit was $ 990,000 and $ 765,000 as of October 31, 2022 and January 31, 2022, respectively.

the three months ended October 31, 2022 and 2021, the Company incurred interest of $ 33,760 and $ 0 to M&T Bank for the line of credit

agreement, respectively.

During the nine months ended October 31, 2022 and 2021, the Company incurred interest of $ 79,732 and $ 0 to M&T

Bank for the line of credit agreement, respectively.

discussed above in Note 2, on December 29, 2021, the Company entered into a loan with M&T Bank for the original principal amount

of $ 7,500,000 payable

in monthly installments over a 60 -month

amortization period (the “Acquisition Note”).

The Maturity Date of the Acquisition Note is January

Interest is payable on the unpaid Principal Amount of the Acquisition Note at a variable rate per annum based on

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

respect to the Borrower as of the date of any advance under the Acquisition Note as follows:

if the Senior Funded Debt/EBITDA ratio

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 three and nine months ended October 31, 2022, the Company recorded $ 3,015

in accretion of the debt discount, respectively.

As of October 31, 2022, the outstanding balance and unamortized discount of the

Acquisition Note was $ 6,594,828

and $ 48,726 ,

respectively.

The outstanding

balance on the line of credit was $ 750,000 and $ 890,000 as of April 30, 2023 and January 31, 2023, respectively.

During the three

months ended April 30, 2023 and 2022, the Company incurred interest of $ 20,532 and $ 16,110 , respectively, pursuant to borrowings

under the Credit Agreement.

December 29, 2021, the Company entered into a Multiple Disbursement Term Loan with M&T Bank, which was amended and restated on October

26, 2022, for the original principal amount of $ 7,500,000 payable in equal monthly principal installments over a 60 -month amortization

period (the “Term Loan Agreement”).

The maturity date of the Term Loan Agreement is January 17, 2027 .

Interest is payable

on the unpaid principal under the Term Loan Agreement at a variable rate per annum based on the Company’s Senior Funded Debt/EBITDA

Ratio (as defined in the Term Loan Agreement) as of the date of any advance under the Term Loan Agreement 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.

All disbursements available under the Term Loan Agreement

have been previously made.

As of April 30, 2023, the outstanding balance and unamortized discount of the Term Loan Agreement was $ 5,818,974

and $ 54,552 , respectively.

As of January 31, 2023, the outstanding balance and unamortized discount of the Acquisition Note was $ 6,206,905

and $ 57,771 ,

respectively.

During the three and nine months ended October 31, 2022, the Company incurred interest of $ 114,408

and $ 233,572

for the Acquisition Note, respectively.

and $ 60,082 , respectively.

During the three months ended April 30, 2023 and April 30, 2022, the Company incurred interest of $ 119,709

and $ 79,358 for the Term Loan Agreement, respectively.

7 - Concentrations

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

of Concentration of Revenue

For the Three Months

* % - Not a customer

during the period

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

the three months ended October 31, 2022, the largest 3 customers represent 28 %, 13 % and 8 % totaling 49 % of gross sales with the largest

5 customers representing 61 % of gross sales in the same period.

For the three months ended October 31, 2021, the three largest customers

represented 29 %, 23 % and 13 % totaling 65 % of gross sales.

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

* % - Not a customer

during the period

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

the nine months ended October 31, 2022, the largest 3 customers represent 26 %, 13 % and 10 % of gross sales with the largest 5 customers

representing 62 % of gross sales in the same period.

For the nine months ended October 31, 2021, the three largest customers represented

31 %, 22 % and 11 % totaling 64 % of gross sales.

of October 31, 2022, five customers represented approximately 18 %, 13 %, 13 %, 4 % and 6 % totaling 54 % of total gross outstanding receivables,

respectively.

As of October 31, 2021, these three customers represented approximately 26 %, 17 % and 14 % of total gross outstanding receivables,

the three months ended April 30, 2023, the Company’s revenue was concentrated in two customers that accounted for approximately

28 % and 12 % of gross revenue, respectively.

For the three months ended April 30, 2022, the Company’s revenue was concentrated in

three customers that accounted for approximately 25 %, 10 %, and 14 % respectively, of gross revenue.

of April 30, 2023 and January 31, 2023, two customers represented approximately 44 %, and 37 %, of total gross outstanding receivables,

respectively.

8 - Stockholders’ Equity

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

of the Series B Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount

of cash, securities or other property to which such holder would be entitled to receive with respect to such shares of Series B Preferred

Stock if such shares had been converted to common stock immediately prior to such liquidation.

Stock and Series A Preferred Stock

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

The Company has designated 120,000

shares of preferred stock as Series A Convertible Preferred stock.

As of April 30, 2023 and January 31, 2023, no shares of Series A Convertible

Preferred Stock are issued and outstanding.

The Company has designated 200,000 shares of preferred stock, $ 0.00001 par value per share,

for each of the Series B Preferred.

As of April 30, 2023 and January 31, 2023, 54,600 shares of Series B Preferred Stock are issued and

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.

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

2 unchanged sentences

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.

three and nine months ended October 31, 2022, the Company declared dividends of $ 12,413 , of which the Company paid $ 11,313 .

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 .

the nine months ended October 31, 2022, the Company awarded the CEO a grant of 147,059 restricted stock units (“RSUs”) with

a grant date fair value of $ 200,000 .

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 20 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

the three months ended April 30, 2023, the Company paid dividends of $ 27,300 .

the three months ended April 30, 2023, the Company awarded 39,773 restricted stock units (“RSUs”) to certain employees with

an aggregate grant date fair value of $ 70,000 .

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 October 31, 2022, there were 147,059 unvested shares.

the three and nine months ended October 31, 2022 , the

Company recognized share-based compensation related to restricted stock units of an aggregate of $ 7,671 and

unrecognized share-based compensation of $ 192,329 .

The terms of the RSUs include

vesting provisions based solely on continued service.

If the service criteria is satisified, the RSUs will vest in equal installments

during April 2024, April 2025, and April 2026.

following is a summary of the Company’s restricted stock units activity:

of Restricted Stock Option Activity

Weighted Average

Exercise Price

Unvested – February 1, 2022

Outstanding – October 31, 2022

the three and nine months ended October 31, 2021, the Company recognized share-based compensation related to restricted stock units of

an aggregate of $ 18,933 .

– February 1, 2023

– April 30, 2023

the three months ended April 30, 2023 , the Company recognized

stock-based compensation related to restricted stock units of an aggregate of $ 32,529 , which was recorded to general and administrative

expense on the condensed statement of operations, and there was unrecognized stock -based

compensation of $ 487,043 as of April 30, 2023 related to future vesting of restricted stock units .

the three months ended April 30, 2022 the Company recognized stock-based compensation related to restricted stock units of an aggregate

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

Summary of Option Activity

Weighted Average

Exercise Price

Outstanding – February 1, 2022

Exercisable – February 1, 2022

Outstanding – October 31, 2022

Exercisable – October 31, 2022

– February 1, 2023

– April 30, 2023

Summary of Option Outstanding and Exercisable

Options Outstanding

Options Exercisable

Exercise Price

Contractual Life

Exercise Price

$ 0.39 – 1.48

October 31, 2022, the total intrinsic value of options outstanding and exercisable was $ 257,379 .

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

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

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

share for aggregate proceeds of $ 19,080 in exchange for 148,061 shares of common stock.

the three months ended October 31, 2022 and 2021, the Company recognized share-based compensation related to options of an aggregate

of $ 15,955 and $ 748 , respectively, which is included in general and administrative expenses on the accompanying condensed consolidated

statements of operations.

For the nine months ended October 31, 2022 and 2021, the Company recognized share-based compensation related

to options of an aggregate of $ 28,288 and $ 1,534 , respectively, which is included in general and administrative expenses on the accompanying

condensed consolidated statements of operations.

At October 31, 2022, there was unrecognized share-based compensation of $ 144,115 .

conjunction with the Series B Preferred offering, the placement agent received one warrant for every $ 100 invested.

The fair value of

the warrants as of grant date was $ 16,520 and was valued using a Black-Scholes option pricing model using the following assumptions:

of Warrants Fair Value Assumption

September 13,

Risk-free interest rate

Expected life of grants

Expected volatility of underlying stock

January 31, 2023, the total intrinsic value of options outstanding and exercisable was $ 544,760 and $ 704,450 , respectively.

the three months ended January 31, 2023, there were 200,000 options exercised at a weighted average exercise price of $ 0.39 per share

and resulted in the issuance of 166,920 shares of common stock.

The Company received $ 19,500 for the exercise of these options, as a

portion of the options were cashless exercised.

the three months ended April 30, 2023 and 2022, the Company recognized stock-based compensation related to options of an aggregate of

$ 22,855 and $ 0 , respectively, which is included in general and administrative expenses on the accompanying consolidated statements of

At April 30, 2023, there was unrecognized stock-based compensation of $ 97,634 .

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

of Warrants Activity

Weighted Average

Exercise Price

1 unchanged sentence

Exercisable – February 1, 2023

Outstanding – October 31, 2022

Exercisable – October 31, 2022

Outstanding –April 30, 2023

Exercisable – April 30, 2023

of Warrants Outstanding and Exercisable

October 31, 2022, the total intrinsic value of warrants outstanding and exercisable was $ 0 .

Warrants Outstanding

Warrants Exercisable

Exercise Price

Contractual Life

Exercise Price

April 30, 2023, the total intrinsic value of warrants outstanding and exercisable was $ 0 .

9 - Commitments and Contingencies

Company maintains insurance for both property damage and business interruption relating to catastrophic events, such as fires.

recoveries received for property damage and business interruption in excess of the net book value of damaged assets, clean-up and demolition

costs, and post-event costs are recognized as income in the period received or committed when all contingencies associated with the recoveries

are resolved.

Gains on insurance recoveries related to business interruption are recorded within “Cost of sales” and any

gains or losses related to property damage are recorded within “Other income (expense)” on the condensed consolidated statements

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 nine months ended October 31, 2021, the Company

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

statements of income.

The Company received the remaining amount of proceeds for the property damage claim, resulting in other income

of $ 91,312 .

This amount was offset by repairs and maintenance expense of $ 12,475 as well as the costs of additions and parts of the oven

and roof totaling $ 47,669 .

No additional proceeds were received or costs incurred during the nine months ended October 31, 2022.

Claims and Assessments

5 unchanged sentences

and Royalty Agreements

March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”).

Under the terms of the Agreement

the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and

sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor

Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee.

Upon acceptance of

a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production

of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

March 1, 2010, the Company was assigned a Development and License agreement, dated January 1, 2009, with Daniel Daugherty.

(the “License

Agreement”) Under the terms of the License Agreement the licensor shall exclusively 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 the Company to develop

Licensor Products that are acceptable to the Company.

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 the License Agreement.

exclusive term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date.

Royalty Rate shall be:

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

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

of Net Sales for each Agreement year;

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

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

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

Schedule of Royalty Minimum Payment by Preceding Agreement Year

Agreement Year

Minimum Royalty

to be Paid with

Respect to Such

Agreement Year

1 st and 2 nd

3 rd and 4 th

5 th , 6 th and 7 th

8 th and 9 th

10 th and thereafter

Company incurred $ 116,912 and $ 99,457 of royalty expenses for the three months ended October 31, 2022 and 2021, respectively.

incurred $ 391,887 and $ 391,433 of royalty expenses for the nine months ended October 31, 2022 and 2021, respectively.

Royalty expenses

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

with Placement Agents and Finders

Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”)

effective April 1, 2015 (the “Spartan Advisory Agreement”).

Pursuant to the Spartan Advisory Agreement, if the Company enters

into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee

equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

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 nine months ended October 31, 2022, the Company paid Spartan $ 36,000 upon the consummation of CIF purchase.

Financial Services.

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

(“AGES”) to act

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

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

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

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

Unless terminated prior to December 31, 2022,

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

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

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

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

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

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

of the Series B Convertible Preferred Stock.

B Preferred Shares to be Issued

October 2022, the Company received net proceeds of $ 185,000 from accredited investors pursuant to the above Offering which has yet to

close and the shares have yet to be issued.

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

The outstanding amount as

of October 31, 2022 was $ 185,000 and is shown as “Liability for Series B Preferred Shares to be issued, net” on the accompanying

condensed consolidated balance sheets.

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

of Chief Executive Officer

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

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

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

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

Michaels an annual

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

In addition to his base salary, Mr.

Michaels is eligible for an

annual bonus and equity awards.

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

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

of Chief Financial Officer

September 12, 2022, the Board approved the appointment of Mr.

Gruber as the Company’s Chief Financial Officer, effective

as of September 12, 2022.

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

Gruber an annual base salary of $ 250,000 for a

5-year period ending September 11, 2027.

In addition to his base salary, Mr.

Gruber is eligible for an annual bonus and equity awards.

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

11 – Income Taxes

Company’s effective tax rate for the three and nine months ending October 31, 2022 is 21.8 % and 22.4 %, respectively.

with statutory rate primarily relate to state taxes.

royalty rate payable by the Company is:

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

of Net Sales from $ 500,000 up to $ 2,500,000 of Net Sales for each year under the License Agreement;

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

to $ 20,000,000 of Net Sales for each License Agreement year;

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

under the License Agreement.

order to continue exclusivity, the Company shall pay a minimum royalty of $ 125,000 each year.

Company incurred $ 189,484 and $ 150,035 of royalty expenses for the three months ended April 30, 2023 and 2022, respectively.

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

account for leases in accordance with ASC 842 “Leases” (“ASC 842”).

We determine whether an arrangement is a

lease at inception.

This determination generally depends on whether the arrangement conveys the right to control the use of an identified

fixed asset explicitly or implicitly for a period of time in exchange for consideration.

have operating leases for offices and other facilities used for our operations.

We also have finance leases comprised primarily of machinery

and equipment.

Our leases have remaining lease terms of less than 1 year to 8.5 years.

The Company had no short-term leases during the

three months ended April 30, 2023.

cash flow and other information related to leases was as follows:

Schedule of Supplemental Cash Flow and Other Information Related to Leases

April 30, 2023

April 30, 2022

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

Financing cash flows from finance leases

Weighted average remaining lease term (in years)

Operating leases

Finance leases

Weighted average discount rate:

Operating leases

Finance Leases

of lease liabilities for each of the succeeding fiscal years are as follows:

of Future Minimum Payments Required Under Maturities of Lease Liabilities

For the Twelve months ended January 31,

Total lease payments

amounts representing interest

Total lease obligations

11 - Income Tax Provision

Company’s effective tax rate for the three months ending April 30, 2023 is 26.25%.

Differences with statutory rate primarily relate

to state taxes.

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

taxes are caused primarily by net operating loss carryforwards.

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

changed certain aspects of U.S.

federal income taxation.

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

can be carried forward for 20 years.

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

years can be carried forward for 20 years.

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

5 unchanged sentences

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

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

There was no valuation allowance as of April 30, 2023 or January 31, 2023.

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

13 unchanged sentences

and other laws and accounting rules in various jurisdictions

12 – Subsequent Events

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 .

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

What changed 10-Q

Item 1. Financial Statements