What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2022-03-17 compared with 2021-04-15 · 167 added, 726 removed, 3 unchanged (100% of the section changed)

FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

in our common stock are currently reported under the symbol “GRIL”

on the NASDAQ market as of April 15, 2021.

transfer agent is Computershare, Inc, 462 South 4th Street, Suite 1600, Louisville, KY 40202, and its telephone number is 1-877-373-6374.

of April 15, 2021, there were 908 holders of record of our common stock.

have never declared or paid any cash dividends on our common stock.

We currently intend to retain future earnings, if any, to

finance the expansion of our business.

As a result, we do not anticipate paying any cash dividends in the foreseeable future.

of December 31, 2020, and 2019, we had warrants to purchase an aggregate of 2,582,857 and 2,450,287 shares of common stock, respectively,

outstanding with a weighted average exercise price of $4.08 and $5.51 per share, respectively.

Authorized for Issuance Under Equity Compensation Plans

Compensation Plan Information

following table provides information, as of April 15, 2021 with respect to equity securities authorized for issuance under

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

The high and low per share closing sales prices of

the Company’s stock on the Nasdaq Market (ticker symbol GRIL) for each quarter for the years ended December 31, 2021 and 2020 commencing

February 10, 2020 were as follows:

Quarter Ended

March 31, 2020

June 30, 2020

September 30, 2020

December 31, 2020

March 31, 2021

June 30, 2021

September 30, 2021

December 31, 2021

Transfer Agent

Our transfer agent is Computershare, Inc., 462 South

4th Street, Suite 1600, Louisville, KY 40202, and its telephone number is 1-877-373-6374.

As of March 16, 2022, there were 651 holders

of record of our common stock.

We have never declared or paid any cash dividends

on our common stock.

We currently intend to retain future earnings, if any, to finance the expansion of our business.

As a result, we

do not anticipate paying any cash dividends in the foreseeable future.

As of December 31, 2021, and 2020, we had warrants

to purchase an aggregate of 20,284,016 and 2,582,857 shares of common stock, respectively, outstanding with a weighted average exercise

price of $1.66 and $4.08 per share, respectively.

Securities Authorized for Issuance Under Equity

Compensation Plans

of Securities to be Issued Upon Exercise of Outstanding Options under the Plan (a)

Equity Compensation Plan Information

The following table provides

information, as of December 31, 2021 with respect to equity securities authorized for issuance under compensation plans:

Securities to be

Weighted-Average

Exercise Price of Outstanding Options under the Plan (b)

of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column

Equity compensation plans

approved by security holders

Equity compensation plans not approved

by security holders

Sales of Equity Securities and Use of Proceeds

Company rescinded the issuance of 100,000 warrants and 300,000 shares of the Company’s common stock in July 2020 that were

issued in the first quarter of 2020, pursuant to a consulting agreement.

Although the shares were duly authorized and validity

issued, the Company rescinded the stock and warrants as it did not have the required amount of equity authorized under its 2019

Incentive Stock Plan.

Following the rescission of the warrants and shares of common stock, the consultant threatened to commence

legal proceedings against the Company and demanded the Company to re-issue the 300,000 shares of common stock and 100,000 warrants

and to provide the Consultant registration rights.

In order to settle and avoid the time commitment and expense associated with

potential litigation, the Company and the Consultant entered into a Settlement Agreement (“Settlement Agreement”)

on August 11, 2020 whereby the Company agreed to issue 300,000 shares of common stock within 5 five days of entering into the

Settlement Agreement.

These shares will not be issued subject to any equity plan.

The Company agreed to register the shares of

common stock in consideration of a release by the Consultant.

In addition, as part of the Settlement Agreement the Company will

issue 100,000 stock options upon the approval of the 2020 Equity Incentive Plan.

February 24, 2020, the Company entered into a Consulting Agreement with consultants with experience in the area of corporate finance,

investor communication and financial and investor public relations.

The term of the agreement is for two months from the effective

date on February 27, 2020 and expires on April 27, 2020.

Pursuant to the terms of the agreement, the Company agreed to pay $107,500

in cash per month and to issue 10,000 shares of the Company’s common stock.

In the event the Company elects to not extend

the term of the Agreement, it is to notify the consultants within five days of the conclusion of the 60-day term.

February 17, 2020 the Company authorized the issuance of an aggregate of 25,616 share of common stock to the members of the board

of directors as compensation earned through the end of the fourth quarter of 2019.

February 18, 2020, the Company issued an aggregate of 216,783 shares of common stock of the Company to the executive team pursuant

to their employment agreements as part of completing the initial public offering.

On August 11, 2020, the shares were returned

to the Company for cancellation.

March 31, 2020, the Company issued 75,000 shares of common stock of the Company to a consultant that assisted the Company in area

of investor relations and capital introduction.

April 21, 2020 the Company authorized the issuance of an aggregate of 25,616 share of common stock to the members of the board

of directors as compensation earned through the end of the fourth quarter of 2019.

April 21, 2020, the Company issued an aggregate of 51,105 shares of common stock in exchange for accrued interest earned on convertible

debt with an aggregate fair value of $357,735.

June 1, 2020, the Company issued 5,000 shares of common stock of the Company to a consultant.

June 5, 2020, the Company issued 15,000 shares of common stock of the Company to a digital marketing consultant in exchange for

certain services with an aggregate fair value of $46,050.

June 24, 2020 the Company authorized the issuance of an aggregate of 4,340 shares of common stock to the members of the board

of directors as compensation earned through the end of the first quarter of 2020.

August 21, 2020, the Company issued an aggregate of 53,571 shares of common stock of the Company to various consultants with an

aggregate fair value of $200,705.

November 5, 2020, the Company issued 53,763 shares of common stock of the Company to a consultant with a fair value of $100,000.

November 30, 2020, the Company issued 82,500 shares of common stock of the Company to a consultant with a fair value of $176,138.

The offers, sales, and issuances of the securities described above were deemed to be exempt from registration under the Securities

Act in reliance on Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder as transactions by an issuer not

involving a public offering.

The recipients of securities in each of these transactions acquired the securities for investment

only and not with a view to or for sale in connection with any distribution thereof and appropriate legends were affixed to the

securities issued in these transactions.

Each of the recipients of securities in these transactions was an accredited or sophisticated

person and had adequate access, through employment, business or other relationships, to information about us.

February 3, 2021, the Company issued an aggregate of 20,000 shares of common stock of the Company to a digital marketing consultant

with an aggregate fair value of $42,600.

February 3, 2021, the Company issued an aggregate of 16,126 shares of common stock of the Company to the members of the board

of directors as compensation earned through the end of the fourth quarter of 2020.

February 7, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide

the Company with business and marketing advice as needed.

The term of the agreement is for five months from the effective date

on February 7, 2021.

Pursuant to the terms of the agreement the Company agreed to pay the consultant a total of 100,000 shares

of the Company’s common stock.

The Company issued 60,000 shares of common stock upon the effective date of the agreement

with the remaining 40,000 to be issued upon the successful completion of the agreement.

February 11, 2021, the Company issued an aggregate of 221,783 shares of common stock the Company to various executives and an

employee pursuant to the approval of the compensation committee under the 2020 Plan.

March 8, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the

Company with financial and business.

The term of the agreement is for five months from the effective date on March 8, 2021.

to the terms of the agreement the Company agreed to pay the consultant a total of 100,000 shares of the Company’s common

The Company issued 70,000 shares of common stock upon the effective date of the agreement with the remaining 30,000 to

be issued upon the successful completion of the agreement.

March 22, 2021, the Company entered into a Consulting Agreement with consultants with experience in the area of investor relations

and capital introductions.

The term of the agreement is for six months from the effective date on March 22, 2021.

the terms of the agreement the Company agreed to pay $250,000 in cash for ancillary marketing, to be paid out at the Company’s

In addition, the Company issued 150,000 shares of the Company’s common stock as a commencement incentive which

is fully earned by entering into the agreement.

March 25, 2021, the Company entered into an asset purchase agreement with Superfit Foods, LLC a Florida limited liability company

and Superfit Foods LLC, a Nevada limited liability company (the “Superfit Acquisition”).

The purchase price of the

assets and rights was $1,150,000.

The purchase price is payable as follows:

$475,000 that was paid at closing and the remaining

$625,000 paid in 268,240 shares of common stock to be held for six months before being registered.

March 31, 2021, the Company authorized the issuance of an aggregate of 12,711 shares of common stock to the members of the board

of directors as compensation earned during the first quarter of 2021.

April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase

Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase

from the Company for an aggregate purchase price of approximately $10,000,000 (i) 1,250,000 shares of common stock of the Company

(ii) a common stock purchase warrant to purchase up to 4,115,227 shares of Common Stock (the “Common Warrant”) and

(iii) a pre-funded common stock purchase warrant to purchase up to 2,865,227 shares of Common Stock (the “Pre-Funded Warrant”).

Each share and accompanying Common Warrant is being sold together at a combined offering price of $2.43 per share and Common Warrant,

and each Pre-Funded Warrant and accompanying Common Warrant is being sold together at a combined offering price of $2.42 per Pre-Funded

Warrant and accompanying Common Warrant.

The Pre-Funded Warrant is immediately exercisable, at a nominal exercise price of $0.01

per share, and may be exercised at any time until the Pre-Funded Warrant is fully exercised.

The Common Warrant will have an exercise

price of $2.43 per share, are immediately exercisable and will expire five and one-half (5.5) years from the date of issuance.

Outstanding Options

Options under

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Performance Graph

Not applicable to smaller reporting companies.

Unregistered Sales of Equity Securities and Use

Issuance of Stock

On February 3, 2021, the Company issued an aggregate

of 20,000 shares of common stock of the Company to a digital marketing consultant with an aggregate fair value of $42,600.

On February 3, 2021, the Company issued an aggregate

of 16,126 shares of common stock of the Company to the members of the board of directors as compensation earned through the end of the

fourth quarter of 2020.

On February 7, 2021, the Company entered into a Consulting

Agreement with consultants as a strategy business consultant to provide the Company with business and marketing advice as needed.

term of the agreement is for five months from the effective date on February 7, 2021.

Pursuant to the terms of the agreement the Company

agreed to pay the consultant a total of 100,000 shares of the Company’s common stock.

The Company issued 60,000 shares of common

stock upon the effective date of the agreement with the remaining 40,000 to be issued upon the successful completion of the agreement.

As of December 31, 2021, the Company issued the remaining 40,000 shares of common with a grant date fair value of $42,400 pursuant to

the terms of the agreement.

On February 11, 2021, the Company issued an aggregate

of 221,783 shares of common stock the Company to various executives and an employee pursuant to the approval of the compensation committee

under the 2020 Plan.

On March 8, 2021, the Company entered into a Consulting

Agreement with consultants as a strategy business consultant to provide the Company with financial and business.

The term of the agreement

is for five months from the effective date on March 8, 2021.

Pursuant to the terms of the agreement the Company agreed to pay the consultant

a total of 100,000 shares of the Company’s common stock.

The Company issued 70,000 shares of common stock upon the effective date

of the agreement with the remaining 30,000 to be issued upon the successful completion of the agreement.

As of December 31, 2021, the

Company issued the remaining 30,000 shares of common with a grant date fair value of $31,800 pursuant to the terms of the agreement.

On March 22, 2021, the Company entered into a Consulting

Agreement with consultants with experience in the area of investor relations and capital introductions.

The term of the agreement is

for six months from the effective date on March 22, 2021.

Pursuant to the terms of the agreement the Company paid $250,000 in cash

and issued 150,000 shares of the Company’s common stock.

On March 25, 2021, the Company entered into an asset

purchase agreement with SuperFit Foods, LLC a Florida limited liability company and SuperFit Foods LLC, a Nevada limited liability company

(the “SuperFit Acquisition”).

The purchase price of the assets and rights was $1,150,000 which included $475,000 that was

paid at closing and the remaining $625,000 paid in 268,240 shares of common stock.

The remaining $25,000, which was to be issued in the Company’s common stock, was forfeited as the Company and

former owner agreed that not all obligations were met.

On March 31, 2021, the Company authorized the issuance

of an aggregate of 12,711 shares of common stock to the members of the board of directors as compensation earned during the first quarter

On April 7, 2021, the Company entered into a Securities

Purchase Agreement with an accredited investor for a private placement pursuant to which the investor agreed to purchase from the Company

for an aggregate purchase price of approximately $10,000,000 (i) 1,250,000 shares of common stock of the Company (ii) a common stock purchase

warrant to purchase up to 4,115,227 shares of Common Stock (the “Common Warrant”) and (iii) a pre-funded common stock purchase

warrant to purchase up to 2,865,227 shares of Common Stock (the “Pre-Funded Warrant”).

Each share and accompanying Common

Warrant was sold together at a combined offering price of $2.43 per share and Common Warrant, and each Pre-Funded Warrant and accompanying

Common Warrant is being sold together at a combined offering price of $2.42 per Pre-Funded Warrant and accompanying Common Warrant.

Pre-Funded Warrant is immediately exercisable, at a nominal exercise price of $0.01 per share, and may be exercised at any time until

the Pre-Funded Warrant is fully exercised.

The Common Warrant has an exercise price of $2.43 per share, are immediately exercisable and

will expire five and one-half (5.5) years from the date of issuance.

The private placement closed on April 9, 2021.

Purchases of Equity Securities

FINANCIAL DATA .

are not required to provide the information required by this item because we are a smaller reporting company.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS .

following discussion and analysis of the results of operations and financial condition of Muscle Maker, Inc.(“Muscle Maker”),

together with its subsidiaries (collectively, the “Company”) as of December 31, 2020 and 2019 and for the years ended

December 31, 2020 and 2019 should be read in conjunction with our financial statements and the notes to those financial statements

that are included elsewhere in this Annual Report on Form 10-K following Item 16.

References in this Management’s Discussion

and Analysis of Financial Condition and Results of Operations to “us,”

“we,”

“our,”

terms refer to Muscle Maker.

“Muscle Maker Grill”

refers to the name under which our corporate and franchised restaurants

This Annual Report contains forward-looking statements as that term is defined in the federal securities laws.

events described in forward-looking statements contained in this Annual Report may not occur.

Generally, these statements relate

to business plans or strategies, projected or anticipated benefits or other consequences of our plans or strategies, projected

or anticipated benefits from acquisitions to be made by us, or projections involving anticipated revenues, earnings or other aspects

of our operating results.

The words “may,”

“will,”

“expect,”

“believe,”

“anticipate,”

“project,”

“plan,”

“forecast,”

“model,”

“proposal,”

“should,”

“may,”

“intend,”

“estimate,”

and “continue,”

and their opposites and similar

expressions, are intended to identify forward-looking statements.

We caution you that these statements are not guarantees of future

performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control,

which may influence the accuracy of the statements and the projections upon which the statements are based.

Reference is made

to “Factors That May Affect Future Results and Financial Condition”

in this Item 7 for a discussion of some of the

uncertainties, risks and assumptions associated with these statements.

operate under the name Muscle Maker Grill as a franchisor and owner-operator of Muscle Maker Grill and Healthy Joe’s restaurants.

In addition to these restaurants, the Company also operates with the following brand names under our ghost kitchen model:

Plan AF, Muscle Maker Burger Bar, Bowls Deep, Burger Joe’s, Wrap It Up, Salad Vibes and Gourmet Sandwich.

Our direct mail

to consumer meal prep/plan program operates under the musclemakerprep.com website.

As of December 31, 2020, our restaurant system

included sixteen company-owned restaurants and sixteen franchised restaurants.

In addition, the Company built four new location

on university campuses but due to Covid-19 restrictions have not yet open these locations but incurred expenses during the twelve

months ended December 31, 2021.

Maker Grill is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order

lean, protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads.

In addition, we feature freshly

prepared entrée salads and an appealing selection of sides, protein shakes and fruit smoothies.

We operate in the approximately

$47 billion fast casual restaurant segment, which we believe has created significant recent disruption in the restaurant industry

and is rapidly gaining market share from adjacent restaurant segments, resulting in significant growth opportunities for healthy-inspired

restaurant concepts such as Muscle Maker Grill.

believe our healthy-inspired restaurant concept delivers a highly differentiated customer experience by combining the quality

and hospitality that customers commonly associate with our full service and fast casual restaurant competitors with the convenience

and value customers generally expect from traditional fast food restaurants.

The foundation of our brand is based on our core

values of quality, empowerment, respect, service and value.

of December 31, 2020, we had an accumulated deficit of $63,193,707 and expect to continue to incur substantial operating

and net losses for the foreseeable future.

In its report on our consolidated financial statements for the fiscal year ended December

31, 2020, our independent registered public accounting firm included an explanatory paragraph relating to our ability to continue

as a going concern.

See “Liquidity and Capital Resources –

Availability of Additional Funds and Going Concern”

and Note 1 –

Business Organization and Nature of Operations, Going Concern and Management’s Plans to Notes to Consolidated

Financial Statements for additional information describing the circumstances that led to the inclusion of this explanatory paragraph.

February 26, 2020, the Company entered into a Kitchen Services Agreement with a major delivery-only kitchen concept.

Services Agreement provides for ten locations in total with four initial locations starting in the Chicago market, two locations

in the Philadelphia market, one location in the Providence market, two locations in the Miami market and one location in the New

In addition, the Company has placed deposits for an additional five locations to be determined.

The Kitchen Services

Agreement provides the Company with access to the delivery-only locations for a one-year term with an automatic one-year renewal

unless terminated by either party.

The delivery-only locations are set up for third party delivery and provide that the Company

must pay monthly license fees, processing service fees and storage service fees.

The monthly license fees for the locations range

from $3,000 to $6,000.

The monthly license fees become due 14 days after the Company is granted access to the location.

the date of filing this report the Company has opened seven of the ten locations have been opened with the Miami and New York

locations anticipated to be opened in 2021.

company continued its expansion into non-traditional locations within the military.

The company opened a military location

in May 2020 at the Marine base Camp Elmore.

part of the non-traditional location growth strategy, the Company entered into an agreement and announced on June 1, 2020, its

expansion with the Northern Virginial Community College system to open 4 locations on various campus locations.

These locations

were built in 2020 with the anticipation of opening in the fall semester of 2020.

However, due to covid-19 restrictions, these

locations were temporarily closed and plan to re-open in summer of 2021 as students are allowed back on campus.

These locations

are based on a variable lease determined on monthly sales thus limiting the ongoing costs associated with these locations.

Company also has a lease agreement to build out a location on the Texas Tech Medical Center Campus in El Paso Texas.

We anticipate

building this location in 2021.

November 11, 2020, the company announced an agreement with Happy Meal Prep to offer Muscle Maker meal prep/plans to consumers

via direct- to-consumer shipments of over 40 meal prep/plan options.

This program allows shipments of up to a 250-mile

radius around participating locations increasing the total number of potential consumers who can enjoy Muscle Maker Grill meals.

The company plans on making a greater push in the direct-to-consumer market meal prep/plan strategy in 2021 as an alternate, non-traditional

approach to delivering or products to consumers.

company purchased two franchise locations in 2020.

One location was in Philadelphia and one location was in the Chelsea area of

company will continue to expand ghost kitchen options within existing Muscle Maker Grill restaurants to better leverage

labor, equipment, ingredients, etc.

This expansion allows greater consumer options and relies strictly on third-party delivery

This approach is distinctly different than the stand along ghost kitchen model in that these ghost kitchens are ran through

an existing Muscle Maker Grill location versus opening a stand along ghost kitchen.

Company rescinded the issuance of 100,000 warrants and 300,000 shares of the Company’s common stock in July 2020 that were

issued in the first quarter of 2020, pursuant to a consulting agreement.

Although the shares were duly authorized and validly

issued, the Company rescinded the stock and warrants as it did not have the required amount of equity authorized under its 2019

Incentive Stock Plan.

Following the rescission of the warrants and shares of common stock, the consultant threatened to commence

legal proceedings against the Company and demanded the Company to re-issue the 300,000 shares of common stock and 100,000 warrants

and to provide the Consultant registration rights.

In order to settle and avoid the time commitment and expense associated with

potential litigation, the Company and the Consultant entered into a Settlement Agreement (“Settlement Agreement”)

on August 11, 2020 whereby the Company agreed to issue 300,000 shares of common stock within 5 five days of entering into the

Settlement Agreement.

These shares will not be issued subject to any equity plan.

The Company agreed to register the shares of

common stock in consideration of a release by the Consultant.

In addition, as part of the Settlement Agreement the Company issued

100,000 stock options upon the approval of the 2020 Equity Incentive.

Financial Definitions

revenues are derived from three primary sources:

company restaurant sales, franchise revenues and vendor rebates from Franchisees.

Franchise revenues are comprised of franchise royalty revenues collected based on 5% of franchisee net sales and other franchise

revenues which include initial and renewal franchisee fees.

Vendor rebates are received based on volume purchases or services

from franchise owned locations.

and Beverage Costs

and beverage costs include the direct costs associated with food, beverage and packaging of our menu items at company-operated

restaurants partially offset by vendor rebates from company-owned stores.

The components of food, beverages and supplies are variable

in nature, change with sales volume, are affected by menu mix and are subject to fluctuations in commodity costs.

labor costs, including preopening labor, consists of company-operated restaurant-level management and hourly labor costs, including

salaries, wages, payroll taxes, workers’

compensation expense, benefits and bonuses paid to our company-operated restaurant-level

team members.

Like other cost items, we expect restaurant labor costs at our company-operated restaurants to increase due to inflation

and as our company restaurant revenues grow.

Factors that influence labor costs include minimum wage and employer payroll tax

legislation, mandated health care costs and operational productivity established by the management team.

rent, including preopening rental charges, consist of company-operated restaurant-level rental or lease payments applicable to

executed rental or lease agreements.

In many cases these rental payments may include payments for common area maintenance as well

as property tax assessments.

Our rent strategy mostly consists of a variable rent structure calculated on net sales of the restaurant.

While this can have a negative effect on higher volume locations where we cannot leverage a fixed rent, it provides downside protection

for lower volume locations.

While we cannot guarantee a favorable variable rent expense in all future leases, we have forecasted

average rental costs as a percentage of total sales at 8%.

restaurant operating expenses

restaurant operating expenses, including preopening operating expenses, consist of company-operated restaurant-level ancillary

expenses not inclusive of food and beverage, labor and rent expense.

These expenses are generally marketing, advertising, merchant

and bank fees, utilities, leasehold and equipment repairs, insurance and maintenance.

A portion of these costs are associated

with third party delivery services such as Uber Eats, Grub Hub, DoorDash, Seamless, and others.

The fees associated with these

third-party delivery services can range up to 25% of the total order being delivered.

Management believes delivery is a critical

component of our business model and industry trends will continue to push consumers towards delivery.

Our cost structure will

need to be adjusted to reflect a different pricing model, portion sizes, menu offerings, and other considerations to potentially

offset these rising costs of delivery.

and Amortization

and amortization primarily consist of the depreciation of property and equipment and amortization of intangible assets.

Expenses Incurred for Closed Locations

expenses incurred for closed locations consists primarily of restaurant operating expenses incurred subsequent to store closures,

relating to ongoing obligations to vendors under signed agreements.

and Administrative Expenses

and administrative expenses include expenses associated with corporate and administrative functions that support our operations,

including wages, benefits, travel expense, stock-based compensation expense, legal and professional fees, training, and other

corporate costs.

We expect to incur incremental general and administrative expenses as a result of the 2020 IPO, the secondary

offering and the added cost associated with being a public company.

A certain portion of these expenses are related to the preparation

of an initial and second stock offering and should be considered one-time expenses.

(Expense) Income

(expenses) income consists of amortization of debt discounts on the convertible notes, interest expense related to convertible

notes payable, inducement expense and warrant modification expense related to the conversion of convertible notes payable which

was incurred by the Company in order to induce various note holders to convert approximately $9.5 million dollars of debt on our

books into our common stock.

taxes represent federal, state, and local current and deferred income tax expense.

Results of Operations

following table represents selected items in our consolidated statements of operations for the years ended December 31, 2020 and

2019, respectively:

the Years Ended

restaurant sales, net of discounts

Franchise royalties

advertising fund contributions

Operating Costs and

Restaurant operating

Food and beverage

restaurant operating expenses

Total restaurant

operating expenses

Depreciation and

Impairment of intangible

Franchise advertising

fund expenses

Preopening expenses

and administrative expenses

Costs and Expenses

from Operations

Other Expenses:

Interest expense,

Change in fair value

of accrued compensation

Inducement expense

related to convertible notes

(15,102,206 )

Warrant modification

of debt discounts

Other Expenses, net

(24,731,039 )

Net Loss Before Income

(10,099,105 )

(28,385,044 )

tax provision

$ (10,099,105 )

$ (28,385,044 )

Ended December 31, 2020 Compared with Year Ended December 31, 2019

revenues totaled $4,473,447 for the year ended December 31, 2020 compared to $4,959,005 for the year ended December 31, 2019.

The $485,558.66 decrease is attributed to a decrease in franchise royalties and fees, partially offset by an increase in restaurant

generated company restaurant sales, net of discounts, of $3,672,944 for the year ended December 31, 2020 compared to $3,466,553,

for the year ended December 31, 2019.

This represented an increase of $206,391, or 6.0%, which is attributable to restaurants

sales from additional stores that were open during the current year ended compared to the prior year, partially offset by a decrease

in restaurant sales which resulted from the temporary and permanent closure of two corporate owned stores during the current year

as compared to the prior year due to Covid-19.

royalties and fees for the year ended December 31, 2020 and December 31, 2019 totaled $739,450 compared to $1,352,944, respectively.

The $613,494 decrease is primarily attributable to a decrease in initial franchise fees of $113,351 as there were fewer franchisee

agreement terminations in the current year as compared to the prior year, a decrease in royalty income of $356,614 and a decrease

in vendor rebates of vendor rebates of $143,529 due to fewer franchisee locations, primarily as a result of the impact of Covid-19

which resulted in lower sales and temporary and permanent closures of franchised locations current year compared to the prior

advertising fund contributions for the years ended December 31, 2020 and 2019 totaled $61,053 compared to $139,508, respectively.

Costs and Expenses

costs and expenses primarily consist of restaurant food and beverage costs, restaurant labor expense, restaurant rent expense,

other restaurant operating expenses, depreciation and amortization expenses and general and administrative expenses.

food and beverage costs for the year ended December 31, 2020 and December 31, 2019 totaled $1,467,799 or 40.00% as a percentage

of company restaurant net sales, and $1,275,894 or 36.81%, as a percentage of company restaurant net sales, respectively.

$191,905 increase resulted from higher store count during the current year as compared to the prior year resulting in higher sales

and a slight increase in restaurant and food beverage cost as a percentage of sales.

The percentage increase is attributable to

rising food costs, lower rebates and operational inefficiencies attributed to opening or acquiring new locations as it takes time

to establish operational efficiencies.

In addition, food waste increased as sales decreased due to the impact of Covid-19 on overall

restaurants sales.

labor for the year ended December 31, 2020 and December 31, 2019 totaled $1,955,088, or 53.20%, as a percentage of company restaurant

net sales, and $1,587,889, or 45.81%, as a percentage of company restaurant net sales, respectively.

The $367,199 increase resulted

primarily due a higher store count during the current year as compared to the prior year as the Company opened and acquired more

stores as compared to the prior period.

In addition, the increase in labor as a percentage of sales is a direct result of inefficiencies

that is typically attributed to opening or acquiring new locations as it takes time to establish operational efficiencies.

rent expense for the year ended December 31, 2020 and December 31, 2019 totaled $691,986, or 18.8% as a percentage of restaurant

sales, and $449,384, or 12.96%, as a percentage of restaurant sales, respectively.

The increase of $242,602 is directly attributed

to the acquisition of the two franchise locations and the opening of four cloud kitchen in the current year as compared to the

In addition, rent as a percentage of sales increased due to the temporary closure of restaurants due to Covid-19 while

rent payments were still made as per various leases.

restaurant operating expenses for the year ended December 31, 2020 and December 31, 2019 totaled $1,099,831, or 29.90% as a percentage

of restaurant sales, and $634,532, or 18.30% as a percentage of restaurant sales, respectively.

The $465,299 increase is due to

higher third-party merchant fees resulting from an increase in delivery orders and a higher sore count during the year as compared

to the prior year resulting in an increase in utility fees and insurance expenses.

and amortization expense for the year ended December 31, 2020 and December 31, 2019 totaled $422,546 and $280,955, respectively.

The $141,591 increase is attributable to depreciation expense related to additional property and equipment acquired for new store

build outs and the remodeling of an existing and acquired company owned restaurant compared to the prior year.

of intangible assets for the year ended December 31, 2020 totaled $100,000.

The impairment of the franchisee agreement

was attributed due to the acquisition of franchised stores, initially included in the valuation of the franchisee agreement

intangible, to be Company owned stores which reduces future discounted cash flows.

In addition, the permanent closures

of store included in the original valuation of the intangible asset due to the impact of COVID-19 attributed to the impairment

being recognized.

expense for the years ended December 31, 2020, totaled $56,362 resulted from expense incurred prior to the opening of our new

Company owned store that opened during the year ended December 31, 2020.

and administrative expenses for the year ended December 31, 2020 and December 31, 2019 totaled $8,576,231, or 191.70%

of total revenue, and $4,244,848, or 85.60% of total revenue, respectively.

The $4,331,383 increase is attributable

to an increase in salaries and wages of approximately $822,000 which is due to cash bonus earned by employees of approximately

$295,000, an increase in consulting expense of approximately $2,196,000 which is mainly attributed to stock-based compensation

expense for stock issued to various consultants for services, an increase in advertising expense of approximately $141,000 to

promote our new and existing locations, $41,480 in write offs of property and equipment for a closed location, an increase in

insurance expenses related to being a public company listed on a national exchange of approximately $289,000 and an increase in

one-time professional fees of approximately $982,000 mainly due to fees incurred in connection with the Company’s offerings.

Partially offset by a decrease in various other expenses incurred during the current year as compared to the prior year.

from Operations

loss from operations for the year ended December 31, 2020 and December 31, 2019 totaled $9,957,449, or 222.6% of

total revenues and $3,654,005, or 73.68% of total revenue, respectively.

The increase of $6,303,444 in loss from operations

is primarily attributable to an increase in total costs and expenses of approximately $5,818,000, partially offset by the

increase in total revenues of approximately $486,000.

The increase in total costs and expenses of approximately $5,818,000

is primarily due to one-time expenses incurred in connection with our offerings in March and September of 2020, of which approximately

$2,196,000 of the expenses consisted of non-cash expenses in the form of stock-based compensation.

See details above for more

information related to the changes included within total cost and expenses and total revenues.

expense for the year ended December 31, 2020 and December 31, 2019 totaled $141,656 and $24,731,039, respectively.

The $24,589,383

decrease in expense was primarily to a decrease in inducement expense related to the convertible notes payables of approximately

$15,102,000 that was incurred by the Company in order to induce various note holders to convert approximately $9.5 million dollars

of debt on our books into our common stock in the prior year as compared to the current period.

In addition, due to a decrease

in warrant modification expense of approximately $ 5,406,000 as part of the amendments to induce the note holders to convert their

notes into our common stock in the prior year as compared to the current period.

The remaining decrease in expense is attributed

to a decrease in amortization of debt discount of $2,608,437, a decrease of $1,460,666 in interest expense, net as the majority

of the convertible notes were converted during the prior year therefore no further interest expense is being incurred in the current

net loss for the year ended December 31, 2020 decreased by $18,285,939 to $10,099,105 as compared to $28,385,044

for the year ended December 31, 2019, resulting from an increase in our loss from operations offset by a decrease in other expense

as discussed above.

and Capital Resources

measure our liquidity in a number of ways, including the following:

Working Capital Surplus (Deficiency)

$ (3,707,541 )

Convertible notes payable, including

related parties and Former Parent, net of debt discount of $0 and $38,918, respectively

Other notes payable, including related

of Additional Funds and Going Concern

we have a working capital surplus of $1,383,568, we presently have an accumulated deficit of $63,193,707, as of

December 31, 2020, and we utilized $7,785,873 of cash in operating activities during the year ended December 31, 2020.

These conditions

raise substantial doubt about our ability to continue as a going concern for at least one year from the date of this filing.

principal source of liquidity to date has been provided by loans and convertible loans from related and unrelated third parties,

(ii) the sale of common stock through private placements and the (iii) and the recent closed public offering.

pandemic novel coronavirus (COVID-19) outbreak, federal, state and local government responses to COVID-19 and our Company’s

responses to the outbreak have all disrupted and will continue to disrupt our business.

In the United States, individuals are

being encouraged to practice social distancing, restricted from gathering in groups and in some areas during the first quarter

of 2020 continuing through the fourth quarter of 2020.

As a result of the disruption and volatility in the global capital markets,

we have seen an increase in the cost of capital which adversely impacts access to capital.

February 12, 2020, the Company priced its initial public offering of 1,540,000 shares of common stock at a price of $5.00 per

The Company started trading on the Nasdaq Capital Market on February 13, 2020 under the ticker symbol “GRIL”.

The Company closed on the offering on February 18, 2020, yielding proceeds of $6,780,000, net of underwriters and other fees of

Upon closing of the offering the Company issued 123,200 warrants to the underwriters as part of their agreement.

September 10, 2020, the Company priced its public offering (“September Offering”) of 3,294,118 shares of common stock

at a price of $1.70 per share.

The Company closed on the September Offering on September 15, 2020, yielding net proceeds of $4,940,001,

net of underwriters and other fees of $660,000.

Upon closing of the September Offering the Company issued 263,529 warrants to

the underwriters as part of their agreement.

Pursuant to the underwriting agreement for the September Offering the Company granted

the underwriters an option to exercise for 45 days, to purchase up to an additional 494,177 shares of common stock to cover the

over-allotment.

On October 27, 2020, the Company closed on the over-allotment yielding proceeds of $764,399, net of underwrites

and other fees of $75,600 and the Company issued the 494,177 shares of common stock.

May 9, 2020, the Company entered into Paycheck Protection Program Promissory Note and Agreement with Greater Nevada Credit Union,

pursuant to which the Company received loan proceeds of $866,300 (the “PPP Loan”).

The PPP Loan was made under, and

is subject to the terms and conditions of, the PPP which was established under the CARES Act and is administered by the U.S.

Business Administration.

The term of the PPP Loan is two years with a maturity date of May 9, 2022 and contains a favorable fixed

annual interest rate of 1.00%.

Payments of principal and interest on the PPP Loan will be deferred for the first ten months of

the term of the PPP Loan if the Company did not apply for forgiveness on the PPP Loan.

Principal and interest are payable monthly

and may be prepaid by the Company at any time prior to maturity with no prepayment penalties.

Under the terms of the CARES Act,

recipients can apply for and receive forgiveness for all or a portion of loans granted under the PPP.

Such forgiveness will be

determined, subject to limitations, based on the use of loan proceeds for certain permissible purposes as set forth in the PPP,

including, but not limited to, payroll costs (as defined under the PPP) and mortgage interest, rent or utility costs (collectively,

“Qualifying Expenses”), and on the maintenance of employee and compensation levels during the eight-week period following

the funding of the PPP Loan.

The Company intends to use the proceeds of the PPP Loan, when received, for Qualifying Expenses.

However, no assurance is provided that the Company will be able to obtain forgiveness of the PPP Loan in whole or in part.

company has filed for loan forgiveness but as of the date of this filing has not received a response.

The expenses to qualify

for the PPP loans are recorded in the 2020 financials as the company made efforts to employ personnel as per the PPP program intentions.

The corresponding loan amount of $866,300 was not recognized as other income until the PPP loans are deemed forgivable.

expect to have ongoing needs for working capital in order to (a) fund operations;

plus (b) expand operations by opening additional

corporate-owned restaurants.

To that end, we may be required to raise additional funds through equity or debt financing.

there can be no assurance that we will be successful in securing additional capital.

If we are unsuccessful, we may need to (a)

initiate cost reductions;

(b) forego business development opportunities;

or (d) seek protection from creditors.

addition, if we are unable to generate adequate cash from operations, and if we are unable to find sources of funding, it may

be necessary for us to sell one or more lines of business or all or a portion of our assets, enter into a business combination,

or reduce or eliminate operations.

These possibilities, to the extent available, may be on terms that result in significant dilution

to our shareholders or that result in our shareholders losing all of their investment in our Company.

are able to raise additional capital, we do not know what the terms of any such capital raising would be.

In addition, any future

sale of our equity securities would dilute the ownership and control of your shares and could be at prices substantially below

prices at which our shares currently trade.

Our inability to raise capital could require us to significantly curtail or terminate

our operations.

We may seek to increase our cash reserves through the sale of additional equity or debt securities.

convertible debt securities or additional equity securities could result in additional and potentially substantial dilution to

our shareholders.

The incurrence of indebtedness would result in increased debt service obligations and could result in operating

and financing covenants that would restrict our operations and liquidity.

In addition, our ability to obtain additional capital

on acceptable terms is subject to a variety of uncertainties.

audited consolidated financial statements included elsewhere in this 10K document have been prepared in conformity with accounting

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

GAAP”), which contemplate our continuation as

a going concern and the realization of assets and the satisfaction of liabilities in the normal course of business.

amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable

or settlement values.

The consolidated financial statements do not include any adjustment that might result from the outcome of

this uncertainty.

and Uses of Cash for the Years Ended December 31, 2020 and December 31, 2019

the year ended December 31, 2020 and 2019, we used cash of $7,785,873 and $4,504,226, respectively, in operations.

Our cash used

for the year ended December 31, 2020 was primarily attributable to our net loss of $10,099,105, adjusted for net non-cash

income in the aggregate amount of $3,556,516, partially offset by $1,243,284 of net cash provided by changes in

the levels of operating assets and liabilities.

Our cash used for the year ended December 31, 2019 was primarily attributable

to our net loss of $28,385,044, adjusted for net non-cash income in the aggregate amount of $24,270,492, partially offset by $389,674

of net cash provided by changes in the levels of operating assets and liabilities.

the year ended December 31, 2020, cash used in investing activities was $850,334, of which $781,041 was used to purchase property

and equipment, $75,000 used in connection with the acquisition of a new company stores from former franchisees and $5,707 was

collected from loans to franchisees and related parties net of loan issuances.

During the year ended December 31, 2019, cash used

in investing activities was $1,520,569, of which $1,161,625 was used to purchase property and equipment, $60,186 which was used

for the issuances of loans receivables, $335,116 used in connection with the acquisition of two new company stores from former

franchisees and $36,358 was collected from loans to franchisees and related parties net of loan issuances.

cash provided by financing activities for the year ended December 31, 2020 was $11,720,001 proceeds from the offerings, net of

underwriter’s discount and offering costs, $764,399 proceeds from the over-allotment, net of underwriter’s discount

and offering costs, $150,000 proceeds from other note payable, $866,300 proceeds from the PPP loan, partially offset by repayments

of various convertible notes of $550,000 and $597,415 of repayments of other notes payables, including a related party.

provided by financing activities for the year ended December 31, 2019 was $6,145,807 of which $100,000 proceeds were from convertible

notes from other related parties, $6,373,000 proceeds from convertible notes to various parties, $300,000 proceeds from other

notes payable, offset by $718,193 repayments of convertible notes payable and other note payable.

Accounting Policies

preparation of financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect

the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial

statements and the reported amounts of expenses during the reporting period.

bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances,

the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily

apparent from other sources.

Significant estimates include:

assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets;

estimated useful lives of intangible and depreciable assets;

and assumptions used to value warrants issued in connection with notes payable;

recognition of revenue;

recognition, measurement and valuation of current and deferred income taxes.

and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements

in the period that they are determined to be necessary.

Actual results could differ from those estimates and assumptions.

account for recorded intangible assets in accordance with ASC 350 “Intangibles - Goodwill and Other”.

In accordance

with ASC 350, we do not amortize intangible assets with indefinite useful lives.

Our goodwill and trademarks are deemed to have

indefinite lives, and accordingly are not amortized, but are evaluated for impairment at least annually, or more often whenever

changes in facts and circumstances may indicate that the carrying value may not be recoverable.

The Accounting Standards Codification

(“ASC”) requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level

below an operating segment).

Application of the goodwill impairment test requires judgment, including the identification of reporting

units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value.

Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining

appropriate discount rates and other assumptions.

Changes in these estimates and assumptions could materially affect the determination

of fair value and/or goodwill impairment.

intangible assets include franchise agreements which are amortized on a straight-line basis over their estimated useful lives

of Long-Lived Assets

circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, we perform

an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash

flows (excluding interest charges) from the expected future operations of the asset.

These estimates consider factors such as

expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors.

If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized

to the extent that the carrying value exceeds the estimated fair value.

Any impairment losses are recorded as operating expenses,

which reduce net income.

revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s

franchise agreements, as well as unearned vendor rebates

the first quarter of 2019, the Company adopted Topic 606 “Revenue from Contracts with Customers”

for revenue recognition

related to contracts with customers and applied the guidance modified retrospectively.

Under the new guidance, revenue is recognized

in accordance with a five-step revenue model, as follows:

(1) identifying the contract with the customer;

(2) identifying the

performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction price to the performance

and (5) recognizing revenue when (or as) the entity satisfies a performance obligation.

In applying this five-step

model, we have made significant judgments in identifying the promised goods or services in our contracts with franchisees that

are distinct, and which represent separate performance obligations.

The change between Topic 605 and Topic 606, primarily impacted

the way the Company recognized franchise fees.

Under Topic 605 franchise fees were recognized upon opening of a restaurant or

granting of a new franchise term at a point in time while under Topic 606 franchise fees are recognized on a straight-line basis

over the life of the related franchise agreements and any exercised renewal periods.

The impact of the adoption of Topic 606 resulted

in an adjustment of $875,902 in accumulated deficit and deferred revenues.

store revenue at Company operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discount

and other sales related taxes.

The Company recorded retail store revenues of $3,672,944 and $3,466,553 during the years ended

December 31, 2020 and 2019, respectively.

Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card

The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide

food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed

in Other Revenues below.

Royalties and Fees

revenues consists of royalties, franchise fees and rebates.

Royalties are based on a percentage of franchisee net sales revenue.

The Company recognizes the royalties as the underlying sales occur.

The Company recorded revenue from royalties of $331,694 and

$688,308 during the years ended December 31, 2020 and 2019, respectively, which is included in franchise royalties and fees on

the accompanying consolidated statements of operations.

Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance

in exchange for the multi-unit development fees and franchise fees.

The Company capitalizes these fees upon collection from the

franchisee, these fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise

agreements and any exercised renewal periods.

Cash payments are due upon the execution of the related franchise agreement.

Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s

brand for a specified period of time, which is satisfied equally over the life of each franchise agreement.

The Company recorded

revenue from franchise fees of $277,255 and $390,606 during the years ended December 31, 2020 and 2019, respectively, which is

included in franchise royalties and fees on the accompanying consolidated statements of operations.

Company has supply agreements with certain food and beverage vendors.

Pursuant to the terms of these agreements, rebates are provided

to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors.

Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage

purchases are made.

The Company recorded revenue from rebates of $130,501 and $274,030 during the years ended December 31, 2020

and 2019, respectively, which is included in franchise royalties and fees on the accompanying consolidated statements of operations.

Rebates earned on purchases by Company owned stores are recorded as a reduction of food and beverage costs during the period in

which the related food and beverage purchases are made.

card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines

there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction.

The determination of the

gift card breakage rate is based upon the Company’s specific historical redemption patterns.

The Company recognizes gift

card breakage by applying its estimate of the rate of gift card breakage on a pro rata basis over the period of estimated redemption.

Gift card liability is recorded in other current liabilities on the consolidated balance sheet.

For the years ended December 31,

2020 and 2019, the Company determined that no gift card breakage is necessary based on current redemption rates.

revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s

franchise agreements, as well as unearned vendor rebates.

Deferred revenue is recognized in income over the life of the franchise

agreements and vendor rebates are recognized in income as performance obligations are satisfied.

Advertising Fund Contributions

the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues

to a national advertising fund.

The Company’s national advertising services are provided on a system-wide basis and therefore,

not considered distinct performance obligations for individual franchisees.

In accordance with Topic 606, the Company recognizes

these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs

the corresponding advertising expense.

The Company records the related advertising expenses as incurred under general and administrative

When an advertising contribution fund is over-spent at year end, advertising expenses will be reported on the consolidated

statement of operations in an amount that is greater than the revenue recorded for advertising contributions.

Conversely, when

an advertising contribution fund is under-spent at a period end, the Company will accrue advertising costs up to advertising contributions

recorded in revenue.

The Company recorded contributions from franchisees of $61,053 and $139,508, respectively, during the years

ended December 31, 2020 and 2019, which are included in franchise advertising fund contributions on the accompanying consolidated

statements of operations.

account for income taxes under Accounting Standards Codification (“ASC”) 740 Income Taxes (“ASC 740”).

Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and

tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the

year in which the differences are expected to impact taxable income.

Valuation allowances are established when necessary to reduce

deferred tax assets to the amounts expected to be realized.

740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and

prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position

taken or expected to be taken in a tax return.

benefits claimed or expected to be claimed on a tax return are recorded in our financial statements.

A tax benefit from an uncertain

tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing

authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such

a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate

policy is to classify assessments, if any, for tax related interest as interest expense and penalties as general and administrative

expenses in the consolidated statements of operations.

Issued Accounting Pronouncements

Note 3 to our consolidated financial statements for the year ended December 31, 2020.

Sheet Arrangements

have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial

condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital

resources that is material to investors.

AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK .

On April 30, 2021, the Company

issued an aggregate of 10,000 shares of common stock of the Company to a digital marketing consultant, pursuant to their service

agreement, with an aggregate fair value of $14,700.

On May 6, 2021, the Company issued an aggregate of

150,000 shares of common stock of the Company to a digital marketing consultant with an aggregate fair value of $214,500.

accrued for the liability as accrued compensation expense on the books as of June 30, 2021, as the share were fully earned pursuant to

their service agreement.

On May 14, 2021, the Company and the former owners

of the Poke Entities II (as defined below) entered into a Membership Interest Exchange Agreement pursuant to which the Company acquired

Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, the

Poke Entities II”) in exchange for shares of common stock of the Company valued at $1,250,000.

The Company issued 880,282 shares

of common stock of the Company.

The price per share was determine by using the 10-day trading average preceding the date of closing.

On May 27, 2021, the Company cancelled 11,879 shares

of common stock previously issued to an investor pursuant to a settlement agreement.

The cancellation of the 11,879 shares was part of

the settlement agreement.

On August 24, 2021, the Company issued an aggregate

of 15,000 shares of common stock of the Company to a digital marketing consultant, pursuant to their service agreement, with an aggregate

fair value of $20,999.

On August 24, 2021, the Company authorized the issuance

of an aggregate of 20,829 shares of common stock to the members of the board of directors as compensation earned during the second quarter

On August 26, 2021, the Company issued an aggregate

of 1,100 shares of common stock of the Company to an investor in the Company.

On October 11, 2021, the

Company issued an aggregate of 40,000 shares of common stock of the Company to a consultant for general consulting services,

pursuant to their service agreement, with an aggregate fair value of $40,800.

On October 21,

2021, the Company authorized the issuance of an aggregate of 24,275 shares of common stock to the members of the board of directors

as compensation earned during the third quarter of 2021.

On October 22, 2021, the

Company issued an aggregate of 15,000 shares of common stock of the Company to a digital marketing consultant, pursuant to their

service agreement, with an aggregate fair value of $15,150.

On November 17, 2021, the Company entered into a Securities

Purchase Agreement with accredited investors for a private placement pursuant to which the investors (the “Purchasers”) purchased

from the Company for an aggregate purchase price of approximately $15,000,000 (i) 6,772,000 shares (the “Shares”) of common

stock of the Company, (ii) a common stock purchase warrant to purchase up to 10,830,305 shares of common stock (the “November Common

Warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 4,058,305 shares of common stock (the “Pre-Funded

Each Share and accompanying November Common Warrant was sold together at a combined offering price of $1.385 per Share

and November Common Warrant, and each Pre-Funded Warrant and accompanying November Common Warrant was sold together at a combined offering

price of $1.3849 per Pre-Funded Warrant and accompanying November Common Warrant.

The November Pre-Funded Warrant is immediately exercisable,

at a nominal exercise price of $0.0001 per share, and may be exercised at any time until the November Pre-Funded Warrant is fully exercised.

The November Common Warrant will have an exercise price of $1.385 per share, are immediately exercisable and will expire five (5) years

from the date of issuance.

The private placement closed on November 22, 2021.

On December 3, 2021, the Company issued 82,500 shares

of common stock of the Company to a consultant for business strategy consulting with a fair value of $84,975.

On December 7, 2021, the Company issued an aggregate

of 160,000 shares of common stock of the Company to a consultant for strategic advisory and digital marketing services with an aggregate

fair value of $177,600.

On December 27, 2021, the Company issued 10,000 shares

of common stock of the Company to a consultant with a fair value of $7,400.

On January 6,

2022, the Company authorized the issuance of an aggregate of 39,573 shares of common stock to the members of the board of directors

as compensation earned during the fourth quarter of 2021.

The Company accrued for the liability as of December 31, 2021

January 18, 2022, the Company issued an aggregate of 30,000 shares of common stock of the Company to a consultant that

assisted with the acquisition of SuperFit Foods and Pokemoto, with an aggregate fair value amount of $15,600.

The Company accrued for

the liability as of December 31, 2021

The offers, sales, and issuances of the securities

described above were deemed to be exempt from registration under the Securities Act in reliance on Section 4(a)(2) of the Securities Act

or Regulation D promulgated thereunder as transactions by an issuer not involving a public offering.

The recipients of securities in each

of these transactions acquired the securities for investment only and not with a view to or for sale in connection with any distribution

thereof and appropriate legends were affixed to the securities issued in these transactions.

Each of the recipients of securities in these

transactions was an accredited or sophisticated person and had adequate access, through employment, business or other relationships, to

information about us.

Issuer Purchases of Equity Securities

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

What changed 10-K

Item 5. Market for Registrant’s Common Equity