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Item 9A. Controls and Procedures

2022-03-17 compared with 2021-04-15 · 2646 added, 2532 removed, 402 unchanged (93% of the section changed)

AND PROCEDURES .

Evaluation of Disclosure Controls and Procedures

management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness

of our disclosure controls and procedures over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under

the Exchange Act), as of the end of the period covered by this Annual Report.

Based on such evaluation, our Principal Executive

Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure

controls and procedures were not effective because of a material weakness in our internal control over financial reporting as

discussed below.

Notwithstanding

this material weaknesses, our Chief Executive Officer and Chief Financial Officer have concluded that the Consolidated Financial

Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position of the

Company at December 31, 2020 and 2019 and the consolidated results of operations and cash flows for each of the fiscal years presented

herein in conformity with U.S.

generally accepted accounting principles.

Management’s Annual Report on Internal Control Over Financial Reporting

management assessed the effectiveness of the Company’s internal controls over financial reporting (as such term is defined

in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), as of December 31, 2020.

The framework used by management in making

the assessment was the criteria set forth in the document entitled “Internal Control - Integrated Framework (2013)”

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on that assessment, our management has determined

that as of December 31, 2020, the Company’s internal control over financial reporting was not effective for the purpose

for which it is intended and determine there to be a material weakness.

management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting,

as required by Sarbanes-Oxley (SOX) Section 404(a).

The Company’s internal control over financial reporting is a process

designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected

by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability

of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance

with United States generally accepted accounting principles.

is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)

and 15d-15(f) of the Exchange Act.

Internal control over financial reporting is a process designed to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements in accordance with US GAAP.

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

Also, projection

of any evaluation of effectiveness to future periods is subject to the risk that controls may become inadequate because of changes

in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there

is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not

be prevented or detected on a timely basis.

In connection with management’s assessment of our internal control over financial

reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in

our internal control over financial reporting as of December 31, 2020:

Company does not have sufficient resources in its accounting function, which restricts the Company’s ability to gather,

analyze and properly review information related to financial reporting in a timely manner.

In addition, due to our size and

nature, segregation of all conflicting duties may not always be possible and may not be economically feasible.

the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed

by separate individuals.

Company has inadequate controls to ensure that information necessary to properly record transactions is adequately communicated

on a timely basis from non-financial personnel to those responsible for financial reporting.

Company has significant deficiencies in the design and implementation of IT controls, specifically in the following areas:

data center and network operations, access security and change management.

of Material Weaknesses in Internal Control over Financial Reporting

a company with limited resources, the Company does not have the resources to fund sufficient staff to ensure a complete segregation

of responsibilities within the accounting function.

However, Company management does review, and will increase the review of the

financial statements.

This action, in addition to future improvements identified above, will minimize any risk of a potential

material misstatement occurring.

Changes in Internal Control over Financial Reporting

have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter of the year

ended December 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of

our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls

and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), as of the year ended December 31, 2021.

Based on this evaluation, our Chief Executive Officer and Chief Financial

Officer concluded that as of such date our disclosure controls and procedures are effective in recording, processing, summarizing and

reporting, on a timely basis, information requested to be disclosed by us in our reports that we file or submit under the Exchange Act.

Management’s Report on Internal Control over

Financial Reporting

EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .

of Directors and Executive Officers

directors hold office until their successors are elected and qualified, or until their deaths, resignations or removals.

Our executive

officers hold office at the pleasure of our board of directors, or until their deaths, resignations or removals.

of April 15, 2021, our current directors and executive officers and their ages are:

Positions Held With Us

Chief Investment Officer

and Chairman of the Board

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) promulgated under the Securities

Exchange Act of 1934, as amended).

Our management assessed the effectiveness of our internal control over financial reporting as of December

In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO) in the 2013 Internal Control-Integrated Framework.

Our management has concluded that, as of December 31, 2021, our internal

control over financial reporting is effective based on these criteria.

Changes in Internal Control over Financial Reporting

Expect as set forth below there were no changes in

our internal control over financial reporting that have materially affected or are reasonably likely to materially affect our internal

control over financial reporting.

Increased staffing in accounting allowing proper segregation of duties and the Company’s ability to gather, analyze and properly reviewed information related to financial reporting in a timely manner.

The Company enhanced internal controls the process relating to new contracts or transactions to effective communication and recording.

OTHER INFORMATION.

On May 4, 2021, Mr.

Southall III resigned from the

compensation committee.

On May 10, 2021, the Board appointed Major General (ret) Malcolm Frost to the compensation committee and added

Philip Balatsos as an additional member to the compensation committee.

On August 19,

2021, the Company was informed that Peter S.

Petrosian, a member of the Company’s Board of Directors, passed away.

an independent director, was a member of the audit committee at the time of his passing.

Menchik, an independent director of the

Company, was appointed to the audit committee to fill the vacancy resulting from Mr.

Petrosian’s death.

The Company is extremely

grateful for Mr.

Petrosian’s dedication and service to the Company.

The Company’s management and Board of Directors extends

its sincerest condolences to Mr.

Petrosian’s family.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Board of Directors and Executive Officers

Our directors hold office until their successors are

elected and qualified, or until their deaths, resignations or removals.

Our executive officers hold office at the pleasure of our board

of directors, or until their deaths, resignations or removals.

As of March 16, 2022, our current directors

and executive officers and their ages are:

Principal Positions Held With Us

Kevin Mohan (1)

Chief Investment Officer and Chairman of the Board

Chief Executive Officer, Secretary

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Chief Operating Officer

Ferdinand Groenewald

Jennifer Black

Chief Financial Officer

Ferdinand Groenewald

Chief Accounting Officer

Aimee Infantee

Chief Marketing Officer

Southall III (3)

Jeff Carl (5)

Major General (Ret) Malcolm B.

Philip Balatsos (7)

to the Board of Directors on February 6, 2020

to the Board of Directors on October 27, 2020

Mohan has served as Chairman of the Board and a director of Muscle Maker, Inc.

Mohan serves as the Chairman of the Board.

Spanos serves as the Chairman of the Audit Committee.

Southall III serves as a member of the Governance Committee.

Menchik serves as the Chairman of the Governance Committee and is a member of the Audit Committee.

Carl serves as the Chairman of the Compensations Committee and is a member of the Governance Committee.

Frost serves as a member of the Compensation Committee.

Balatsos serves as a member of the Compensation and Audit Committee.

Executive Officers

Kevin Mohan .

Mohan has served as

Chairman of the Board and a director of Muscle Maker, Inc.

since April, 2018.

2018 through May, 2018, he also served as our Interim President.

From April, 2018 through May, 2018, he also served as our

Interim President.

He has also served as the Chief Investment Officer since May, 2018.

From June 2012 through January, 2018, Mr.

Mohan served as the VP of Capital Markets for American Restaurant Holdings, Inc.,

a company focused on acquiring and expanding fast casual restaurant brands.

on his experience we have deemed Mr.

Mohan fit to serve on the Board and as Chairman of the Board.

Roper has served as Chief Executive Officer, of Muscle Maker, Inc.

served as the VP of Capital Markets for American Restaurant Holdings, Inc., a company focused on acquiring and expanding fast casual restaurant

Based on his experience we have deemed Mr.

to serve on the Board and as Chairman of the Board.

Roper has served as Chief

Executive Officer, of Muscle Maker, Inc.

since May 1, 2018.

Roper has unique

experience ranging from owning and operating several franchise locations through the corporate executive levels.

From May 2015

through October 2017, Mr.

Roper served as Chief Executive Officer of Taco Bueno where he was responsible for defining strategy

and providing leadership to 162 company-owned and operated locations along with 23 franchised locations.

From March 2014 through

May 2015, Mr.

Roper served as the Chief Operating Officer of Taco Bueno and from July 2013 through March 2014 as the Chief Development

and Technology Officer of Taco Bueno.

Roper has unique experience ranging from owning and operating several

franchise locations through the corporate executive levels.

From May 2015 through October 2017, Mr.

Roper served as Chief Executive Officer

of Taco Bueno where he was responsible for defining strategy and providing leadership to 162 company-owned and operated locations along

with 23 franchised locations.

From March 2014 through May 2015, Mr.

Roper served as the Chief Operating Officer of Taco Bueno and from

July 2013 through March 2014 as the Chief Development and Technology Officer of Taco Bueno.

Prior to joining Taco Bueno, Mr.

Roper was a franchise owner and operator of a IMS Barter

franchise and held several roles with Quiznos Sub from 2000 to 2012 starting as a franchise owner and culminating in his appointment

as the Chief Operating Officer/Executive Vice President of Operations in 2009.

Roper received a Bachelor of Science in Business

and General Management from Northern Illinois University.

on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr.

Roper fit to serve as our principal

executive officer.

Miller has served as Chief Operating Officer of Muscle Maker, Inc.

since September 2018.

Miller has served

in the restaurant business for an extensive portion of his career.

Prior to joining us as Chief Operating Officer in September,

Miller served as the Senior Vice President of Operations for Dickey’s BBQ Restaurant from April 2018 through September

2018 and in various capacities with Taco Bueno Restaurants, LP from October 2013 through April 2018 culminating in the position

of Senior Vice President of Operations.

Miller received a Bachelor of Arts in Business/Exercise Science from Tabor College

on his education and extensive experience in the restaurant/franchise industry, we have deemed Mr.

Miller fit to serve as our

Chief Operating Officer.

Groenewald has served as the Chief Financial Officer of Muscle Maker, Inc.

a franchise owner and operator of a IMS Barter franchise and held several roles with Quiznos Sub from 2000 to 2012 starting as a franchise

owner and culminating in his appointment as the Chief Operating Officer/Executive Vice President of Operations in 2009.

Roper received

a Bachelor of Science in Business and General Management from Northern Illinois University.

Based on his education and extensive experience in

the restaurant/franchise industry, we have deemed Mr.

Roper fit to serve as our principal executive officer.

Kenneth Miller.

Miller has served as Chief

Operating Officer of Muscle Maker, Inc.

since September 2018.

had previously served as our Vice President of Finance, Principal Financial Officer and Principal Accounting Officer, Muscle Maker

Development, LLC and Muscle Maker Corp., LLC from January 25, 2018 through May 29, 2018.

In addition, Mr.

Miller has served in the restaurant business for an extensive portion

of his career.

Prior to joining us as Chief Operating Officer in September, 2018, Mr.

Miller served as the Senior Vice President of Operations

for Dickey’s BBQ Restaurant from April 2018 through September 2018 and in various capacities with Taco Bueno Restaurants, LP from

October 2013 through April 2018 culminating in the position of Senior Vice President of Operations.

Miller received a Bachelor of

Arts in Business/Exercise Science from Tabor College in 1991.

Based on his education and extensive experience in

the restaurant/franchise industry, we have deemed Mr.

Miller fit to serve as our Chief Operating Officer.

Jennifer Black .

Black is an experienced Chief Financial Officer with a demonstrated history of working with public and private equity backed organizations.

Prior to joining the Company, from September 2018 through December 2021, Ms.

Black served as the Chief Financial Officer for Eagle Pressure

Control LLC (“Eagle”) and Talon Pressure Control, oilfield service companies.

From October 2015 through September 2018, Ms.

Black served as the Controller for AG Resource Management, a private equity backed agriculture lending company, and as the Controller

for Basic Energy Services, an oil and gas services company, from January 2013 through October 2015.

Black has also held various other

roles including Vice President of SEC reporting with OMNI American Bank and Audit Manager with RSM McGladrey.

In November 2020, Eagle,

as a result of various events including an oil and gas work related incident, decline of oil and gas prices and the impact from COVID-19,

filed for bankruptcy protection under Subchapter V under Chapter 11 in the US Bankruptcy Court, Southern District of Texas (Houston) (Bankruptcy

Black is a Certified Public Accountant and a Chartered Global Management Accountant.

Black received a Master

of Business Administration from Jack Welch Management Institute in 2018 and Bachelor of Science in Accounting and Finance from Texas Tech

University in 2003.

Based on her education and extensive experience in

the financial and accounting industries, we have deemed Ms.

Black fit to serve as our Chief Financial Officer.

Ferdinand Groenewald.

Groenewald has served

as our controller from October 2017 through May 29, 2018.

Groenewald is a certified public accountant with significant experience

in finance and accounting.

as the Chief Accounting Officer of Muscle Maker, Inc.

since January 2022.

Groenewald previously served as our Chief Financial Officer

of Muscle Maker, Inc.

from September 2018 through January 2022.

Groenewald had previously served as our Vice President of Finance,

Principal Financial Officer and Principal Accounting Officer, Muscle Maker Development, LLC and Muscle Maker Corp., LLC from January 25,

2018 through May 29, 2018.

In addition, Mr.

Groenewald has served as our controller from October 2017 through May 29, 2018.

is a certified public accountant with significant experience in finance and accounting.

From July 2018 through August 2018, Mr.

Groenewald serves as senior financial reporting accountant

of Wrinkle Gardner & Company, a full service tax, accounting and business consulting firm.

From February 2017 to October 2017,

serves as senior financial reporting accountant of Wrinkle Gardner & Company, a full service tax, accounting and business consulting

From February 2017 to October 2017, Mr.

Groenewald served as Senior Financial Accounting Consultant at Pharos Advisors, Inc.

serving a broad range of industries.

From November 2013 to February 2017, he served as a Senior Staff Accountant at Financial Consulting Strategies, LLC where he provided

a broad range of accounting, financial reporting, and pre-auditing services to various industries.

From August 2015 to December

a broad range of industries.

From November 2013 to February 2017, he served as a Senior Staff Accountant at Financial Consulting Strategies,

LLC where he provided a broad range of accounting, financial reporting, and pre-auditing services to various industries.

From August 2015

to December 2015, Mr.

Groenewald served as a Financial Reporting Analyst at Valley National Bank.

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in accounting from the University of South Africa.

on his education and extensive experience in the financial and accounting industries, we have deemed Mr.

Groenewald fit to serve

as our Chief Financial Officer.

Infante has served in various roles with us since 2014 starting as Marketing and Communications Manager in

October 2014 and then as a Marketing Director from February 2015 through April 2016.

Infante was then promoted to Vice President

of Marketing in April 2016 prior to her appointment as Chief Marketing Officer in May 2019.

Based on his education and extensive experience in

the financial and accounting industries, we have deemed Mr.

Groenewald fit to serve as our Chief Accounting Officer.

Aimee Infante.

Infante has served in various

roles with us since 2014 starting as Marketing and Communications Manager in October 2014 and then as a Marketing Director from February

2015 through April 2016.

Infante was then promoted to Vice President of Marketing in April 2016 prior to her appointment as Chief

Marketing Officer in May 2019.

Prior to joining us, Ms.

Infante served

in various marketing roles including Regional Marketing Manager for Qdoba Mexican Grill from November 2010 through April 2014.

Infante served in various marketing roles including Regional Marketing Manager

for Qdoba Mexican Grill from November 2010 through April 2014.

Infante holds a Bachelor of Science in Marketing from Rider University.

Spanos has served as director of Muscle Maker, Inc.

Based on her education and extensive experience in

the restaurant/franchise industry, we have deemed MS.

Infant fit to serve as our Chief Marketing Officer.

Spanos has served as

director of Muscle Maker, Inc.

since February 2020.

Since 2013, Mr.

Spanos has provided

financial and accounting consulting services for both privately held and public companies.

Spanos has provided financial and accounting consulting services for

both privately held and public companies.

From 2009 to 2013, Mr.

Spanos served

as the Chief Financial Officer of Orion Seafood International, Inc., a marketer of frozen lobster products, and as the Controller

of Reef Point Systems, a provider of security solutions for converged wireless and wireline networks in the United States, from

2005 to 2013.

Spanos served as an audit manager for BDO USA, LLP and as an auditor for Ernst & Young.

Spanos received

his MBA and BS in Business Administration, Accounting and Financing in 1995 and 1985, respectively, from Boston University.

on his education and extensive experience in financial and accounting matters, we have deemed that Mr.

Spanos is fit to serve

on the Board.

Spanos served as the Chief Financial Officer of Orion Seafood International,

Inc., a marketer of frozen lobster products, and as the Controller of Reef Point Systems, a provider of security solutions for converged

wireless and wireline networks in the United States, from 2005 to 2013.

Spanos served as an audit manager for BDO USA, LLP and as

an auditor for Ernst & Young.

Spanos received his MBA and BS in Business Administration, Accounting and Financing in 1995 and

1985, respectively, from Boston University.

Based on his education and extensive experience in

financial and accounting matters, we have deemed that Mr.

Spanos is fit to serve on the Board.

Southall III .

Southall has served as director of Muscle Maker, Inc.

served as director of Muscle Maker, Inc.

since February 2017.

He has over 35 years of experience

managing construction and land developing businesses.

From December 1997 until December 2017 he was the President of a custom

home building company.

From March 2011 to current, Mr.

He has over 35 years of experience managing construction and land developing

From December 1997 until December 2017 he was the President of a custom home building company.

From March 2011 to current,

Southall has been the President of Third Generation Builders, Inc.

since 2001, Mr.

Southall has been the President of Southall Landings Marina, Inc., a 189 boat slip marina complex.

His involvement

in the marina business led him to co-found a local Waterway Association.

He has diversely invested across multiple sectors including

private placements, oil & gas, real estate, restaurant businesses and commodities.

Southall is an advocate of a healthy

approach to the food industry and the restaurant business.

on his vast business and financial experience with real estate and restaurants, we have deemed Mr.

Southall fit to serve on the

Menchik has served as director of Muscle Maker, Inc.

In addition, since 2001, Mr.

Southall has been the President of

Southall Landings Marina, Inc., a 189 boat slip marina complex.

His involvement in the marina business led him to co-found a local Waterway

He has diversely invested across multiple sectors including private placements, oil & gas, real estate, restaurant businesses

and commodities.

Southall is an advocate of a healthy approach to the food industry and the restaurant business.

Based on his vast business and financial experience

with real estate and restaurants, we have deemed Mr.

Southall fit to serve on the Board.

Menchik has served

as director of Muscle Maker, Inc.

since February 2017.

Since 1986, Mr.

been Professor of Economics at Michigan State University where he has been Department chairperson and Director of Graduate Programs.

He has served as Senior Economist for Economic Policy for the White House Office of Management and Budget (where among other matters

he worked on Social Security solvency issues) and served as Visiting Scholar at the Tax Analysis Division of the Congressional

Budget Office.

Menchik has also been on the faculty of Rutgers University and the University of Wisconsin and has served as visiting

faculty at University of Pennsylvania, London School of Economics, University College London, and Victoria University in Wellington

Over the years he has advised three state governments and five United States government agencies.

Menchik has been Professor of Economics at Michigan State University

where he has been Department chairperson and Director of Graduate Programs.

He has served as Senior Economist for Economic Policy for

the White House Office of Management and Budget (where among other matters he worked on Social Security solvency issues) and served as

Visiting Scholar at the Tax Analysis Division of the Congressional Budget Office.

Menchik has also been on the faculty of Rutgers University

and the University of Wisconsin and has served as visiting faculty at University of Pennsylvania, London School of Economics, University

College London, and Victoria University in Wellington New Zealand.

Over the years he has advised three state governments and five United

States government agencies.

He holds a Ph.D.

from the Wharton School of Finance and Commerce at the University of Pennsylvania.

He has over 40 publications including a book

on household and family economics, made over 85 paper presentations at other universities and conferences around the world and

has refereed for over 20 academic journals and is currently a member of the editorial board for the Journal of Income Distribution.

He is a member of Who’s Who in Economics and Who’s Who in America.

on his education and extensive experience in economic and financial matters, we have deemed Mr.

over 40 publications including a book on household and family economics, made over 85 paper presentations at other universities and conferences

around the world and has refereed for over 20 academic journals and is currently a member of the editorial board for the Journal of Income

Distribution.

He is a member of Who’s Who in Economics and Who’s Who in America.

Based on his education and extensive experience in

economic and financial matters, we have deemed Mr.

Menchik fit to serve on the Board.

Petrosian has served as director of Muscle Maker, Inc.

since May 2018.

Petrosian is a senior level

food service executive with diversified leadership experience in casual dining, contract management, quick service and quick casual

segments with a background in growth and turnaround situations, demonstrated expertise in operations, mergers and acquisitions,

profit improvement, strategic planning and business development.

Since 2005 to the present, Mr.

Petrosian owned and operated PSP

Management Consulting providing interim executive support in areas of organizational development, business, franchise and operational

planning and valuation assistance to private equity firms in the restaurant industry.

From November 2013 to January 2017, Mr.

Petrosian served as the Chief Development Officer of Franchise Sports Concepts, LLC, a franchisor of Beef ‘O’

Brady’s

and the Brass Tap.

From April, 2007 to November, 2013, Mr.

Petrosian was the Chief Operation Officer of Steak-Out Franchising,

Inc., a franchisor of a char-broiled steak and full meal delivery concept.

Prior to 2007, Mr.

Petrosian held various positions

with McAlister’s Corporation, AFC Enterprises (Church’s Chicken), Service America Corporation (wholly owned subsidiary

of GE Capital) and Marriott Corporation.

on his experience with various restaurant concepts and senior executive level positions, we have deemed Mr.

Petrosian fit to serve

on the Board.

Carl has served as director of Muscle Maker, Inc.

Carl has served as director

of Muscle Maker, Inc.

since September 3, 2019.

Since February, 2017, Mr.

served as Executive Director of Nice & Company, an ad agency with a focus on print, TV, digital, experiential and mobile,

and as an independent consultant to the restaurant industry.

Carl has served as Executive Director of Nice & Company,

an ad agency with a focus on print, TV, digital, experiential and mobile, and as an independent consultant to the restaurant industry.

From June, 2013 to January, 2017, Mr.

Carl served as the Chief Marketing

Officer for Taco Bueno Restaurants and from 2009 to 2013 as the Chief Marketing Officer of Tavistock Restaurants LLC.

received a BA from Wake Forest University in 1977 and a MBA from University of North Carolina Chapel Hill in 1979.

on his experience within the restaurant industry and due to the fact that he has held senior level executive positions with a

focus on advertising and marketing, we have deemed Mr.

Carl a fit to serve on the Board.

General (Ret) Malcolm B.

Gen (Ret) Frost has 31 years of military experience providing

large-scale strategic and operational leadership and oversight in the Indo-Asia-Pacific, Middle East, Europe, and the United States

for the United States Army - successfully leading the evolution of soldier training programs in peace and war from platoon through

2-star command level.

(Ret) Frost has been deployed to combat several times in a variety of leadership and command positions.

Carl served as the Chief Marketing Officer for Taco Bueno Restaurants and from 2009 to 2013 as the

Chief Marketing Officer of Tavistock Restaurants LLC.

Carl received a BA from Wake Forest University in 1977 and a MBA from University

of North Carolina Chapel Hill in 1979.

Based on his experience within the restaurant industry

and due to the fact that he has held senior level executive positions with a focus on advertising and marketing, we have deemed Mr.

a fit to serve on the Board.

Major General (Ret) Malcolm B.

Gen (Ret) Frost has 31 years of military experience providing large-scale strategic and operational leadership and oversight in the Indo-Asia-Pacific,

Middle East, Europe, and the United States for the United States Army - successfully leading the evolution of soldier training programs

in peace and war from platoon through 2-star command level.

(Ret) Frost has been deployed to combat several times in a variety

of leadership and command positions.

Since 2019, Maj.

(Ret) Frost served as Executive Consultant for Fortune 500 and larger corporations through Malcolm Frost

and Associates LLC.

(Ret) Frost served as Executive Consultant for Fortune 500 and larger corporations

through Malcolm Frost and Associates LLC.

From 2015 through 2019, Maj.

(Ret) Frost served as the Commanding General for the US Army Training and

Doctrine Command located at Fort Eustis, Virginia and as the Chief of Public Affairs for the US Army Headquarters based in Washington,

(Ret) Frost served as the Commanding General for the US Army

Training and Doctrine Command located at Fort Eustis, Virginia and as the Chief of Public Affairs for the US Army Headquarters based in

Washington, DC.

(Ret) Frost also served as the Deputy Commanding General for Support for the US Army, Deputy Director of Operations

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He deployed to Bosnia-Hercegovina

as a company commander in 1995 and deployed twice to Iraq as commander of an 800 person Cavalry Squadron operating in Tal Afar

during the Surge in 2006-7, and as commander of a 5K person Stryker Brigade Combat Team operating in Diyala, Salah ad Din, and

Kirkuk provinces in 2010-11.

Additionally, he deployed as Director of Operations of a 4,000 person airborne brigade task force

in Afghanistan in 2002-3.

In addition to a Bachelor of Science Degree in Human Resources Management from the United States Military

Academy at West Point, Maj.

as a company commander in 1995 and deployed twice to Iraq as commander of an 800-person Cavalry Squadron operating in Tal Afar during

the Surge in 2006-7, and as commander of a 5K person Stryker Brigade Combat Team operating in Diyala, Salah ad Din, and Kirkuk provinces

Additionally, he deployed as Director of Operations of a 4,000-person airborne brigade task force in Afghanistan in 2002-3.

In addition to a Bachelor of Science Degree in Human Resources Management from the United States Military Academy at West Point, Maj.

(Ret) Frost holds advanced degrees from Webster University and the U.S.

Army War College in Human

Resources Development and National Security Strategy, respectively.

He is the recipient of the Distinguished Service Medal x2,

Defense Superior Service Medal, Legion of Merit x3, Bronze Star Medal x3, Air Medal, Army Commendation Medal x6 including one

for Valor, Combat Infantryman Badge, Master Parachutist Badge and Ranger Tab.

He is a Certified Project Director and is the recipient

Department of State Meritorious Honor Award for reconstruction, civic and humanitarian achievements while serving

on his vast business and financial experience with the military as well as his business experience, we have deemed Maj.

Frost a fit to serve on the Board.

Army War College in Human Resources Development and National

Security Strategy, respectively.

He is the recipient of the Distinguished Service Medal x2, Defense Superior Service Medal, Legion of

Merit x3, Bronze Star Medal x3, Air Medal, Army Commendation Medal x6 including one for Valor, Combat Infantryman Badge, Master Parachutist

Badge and Ranger Tab.

He is a Certified Project Director and is the recipient of the U.S.

Department of State Meritorious Honor Award

for reconstruction, civic and humanitarian achievements while serving in Iraq.

Based on his vast business and financial experience

with the military as well as his business experience, we have deemed Maj.

Gen (Ret) Frost a fit to serve on the Board.

Philip Balatsos.

Since 2016, Mr.

Balatsos has worked in the restaurant and hospitality industries.

founded and has served as the owner operator of LAPH Hospitality which operates a café/catering business and also serves

as a consultant providing financial, purchasing and usage analysis as well as rollout services pertaining to ordering, invoicing

and inventorying systems.

Balatsos founded and has served as the owner operator of

LAPH Hospitality which operates a café/catering business and also serves as a consultant providing financial, purchasing and usage

analysis as well as rollout services pertaining to ordering, invoicing and inventorying systems.

From 2016 through 2018, Mr.

Balatsos held various positions with Barteca Restaurant Group including

Assistant General Manager and Purchasing Manager.

held various positions with Barteca Restaurant Group including Assistant General Manager and Purchasing Manager.

Prior to 2016, Mr.

Balatsos held various position on Wall Street for 16 years

including Vice President, Foreign Exchange Sales/Trading for Credit Suisse, Director, Foreign Exchange Hedge Fund Sales for Barclays

Capital and Financial Advisor for Stifel Nicolaus & Co.

Balatsos graduated from Skidmore College in 1999 with a Bachelor

of Science in Business Administration and from Institute of Culinary Education in 2016.

Relationships

are no family relationships among any of our executive officers and directors.

of Directors and Board Committees

stock (symbol:

GRIL) is listed on the NASDAQ capital market.

Under the rules of Nasdaq, “independent”

directors must

make up a majority of a listed company’s board of directors.

In addition, applicable Nasdaq rules require that, subject

to specified exceptions, each member of a listed company’s audit and compensation committees be independent within the meaning

of the applicable Nasdaq rules.

Audit committee members must also satisfy the independence criteria set forth in Rule 10A-3 under

the Exchange Act.

board of directors currently consists of eight (8) members.

held various position on Wall Street for 16 years including Vice President, Foreign Exchange Sales/Trading for Credit Suisse, Director,

Foreign Exchange Hedge Fund Sales for Barclays Capital and Financial Advisor for Stifel Nicolaus & Co.

Balatsos graduated from

Skidmore College in 1999 with a Bachelor of Science in Business Administration and from Institute of Culinary Education in 2016.

Family Relationships

There are no family relationships among any of our

executive officers and directors.

Corporate Governance

Board of Directors and Board Committees

Our stock (symbol:

GRIL) is listed on the NASDAQ capital

Under the rules of Nasdaq, “independent” directors must make up a majority of a listed company’s board of directors.

In addition, applicable Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit and

compensation committees be independent within the meaning of the applicable Nasdaq rules.

Audit committee members must also satisfy the

independence criteria set forth in Rule 10A-3 under the Exchange Act.

Our board of directors currently consists of seven

Our board of directors has determined that Stephen Spanos, A.B.

Menchik, Peter S.

Petrosian, Malcolm Frost, Philip Baltasos and Jeff Carl, qualify as independent directors in accordance

with the Nasdaq Capital Market, or Nasdaq listing requirements.

Southall III, Paul L.

Menchik, Malcolm Frost, Philip

Balatsos and Jeff Carl, qualify as independent directors in accordance with the Nasdaq Capital Market, or Nasdaq listing requirements.

Kevin Mohan is not considered independent.

Nasdaq’s independence

definition includes a series of objective tests, such as that the director is not, and has not been for at least three (3) years,

one of our employees and that neither the director nor any of his or her family members has engaged in various types of business

dealings with us.

In addition, as required by Nasdaq rules, our board of directors has made a subjective determination as to each

independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise

of independent judgment in carrying out the responsibilities of a director.

In making these determinations, our board of directors

reviewed and discussed information provided by the directors and us with regard to each director’s business and personal

activities and relationships as they may relate to us and our management.

There are no family relationships among any of our directors

or executive officers.

required under Nasdaq rules and regulations and in expectation of listing on Nasdaq, our independent directors meet in regularly

scheduled executive sessions at which only independent directors are present.

Leadership Structure and Board’s Role in Risk Oversight

Mohan is the Chairman of the Board.

The Chairman has authority, among other things, to preside over the Board meetings and set

the agenda for the Board meetings.

Accordingly, the Chairman has substantial ability to shape the work of our Board.

believe that separation of the roles of Chairman and Chief Executive Officer ensures appropriate oversight by the Board of our

business and affairs.

However, no single leadership model is right for all companies and at all times.

The Board recognizes that

depending on the circumstances, other leadership models, such as the appointment of a lead independent director, might be appropriate.

Nasdaq’s independence definition includes a series of objective tests, such as that

the director is not, and has not been for at least three (3) years, one of our employees and that neither the director nor any of his

or her family members has engaged in various types of business dealings with us.

In addition, as required by Nasdaq rules, our board

of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of

our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard

to each director’s business and personal activities and relationships as they may relate to us and our management.

family relationships among any of our directors or executive officers.

As required under Nasdaq rules and regulations and

in expectation of listing on Nasdaq, our independent directors meet in regularly scheduled executive sessions at which only independent

directors are present.

Board Leadership Structure and Board’s Role

in Risk Oversight

Kevin Mohan is the Chairman of the Board.

has authority, among other things, to preside over the Board meetings and set the agenda for the Board meetings.

Accordingly, the Chairman

has substantial ability to shape the work of our Board.

We currently believe that separation of the roles of Chairman and Chief Executive

Officer ensures appropriate oversight by the Board of our business and affairs.

However, no single leadership model is right for all companies

and at all times.

The Board recognizes that depending on the circumstances, other leadership models, such as the appointment of a lead

independent director, might be appropriate.

Accordingly, the Board may periodically review its leadership structure.

In addition, following the qualification of the offering,

the Board will hold executive sessions in which only independent directors are present.

Board is generally responsible for the oversight of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into two categories, financial and product commercialization.

The audit committee oversees

management of financial risks;

our Board regularly reviews information regarding our cash position, liquidity and operations,

as well as the risks associated with each.

The Board regularly reviews plans, results and potential risks related to our system-wide

restaurant growth, brand awareness and menu offerings.

Our Compensation Committee is expected to oversee risk management as it

relates to our compensation plans, policies and practices for all employees including executives and directors, particularly whether

our compensation programs may create incentives for our employees to take excessive or inappropriate risks which could have a

material adverse effect on the Company.

of the Board of Directors

Board of Directors has already established an audit committee (the “Audit Committee”), a Compensation Committee (the

“Compensation Committee”) and a Nominating and Corporate Governance Committee (“Governance Committee”).

The composition and function of each committee are described below.

Audit Committee has three members, including Messrs.

Spanos, Balatsos and Petrosian.

Spanos serves as the chairman of the

Audit Committee and satisfies the definition of “audit committee financial expert”.

audit committee is authorized to:

and retain the independent auditors to conduct the annual audit of our financial statements;

the proposed scope and results of the audit;

and pre-approve audit and non-audit fees and services;

accounting and financial controls with the independent auditors and our financial and accounting staff;

and approve transactions between us and our directors, officers and affiliates;

and prevent prohibited non-audit services;

procedures for complaints received by us regarding accounting matters;

Our Board is generally responsible for the oversight

of corporate risk in its review and deliberations relating to our activities.

Our principal source of risk falls into two categories,

financial and product commercialization.

The audit committee oversees management of financial risks;

our Board regularly reviews information

regarding our cash position, liquidity and operations, as well as the risks associated with each.

The Board regularly reviews plans, results

and potential risks related to our system-wide restaurant growth, brand awareness and menu offerings.

Our Compensation Committee is expected

to oversee risk management as it relates to our compensation plans, policies and practices for all employees including executives and

directors, particularly whether our compensation programs may create incentives for our employees to take excessive or inappropriate risks

which could have a material adverse effect on the Company.

Committees of the Board of Directors

The Board of Directors has already established an

audit committee (the “Audit Committee”), a Compensation Committee (the “Compensation Committee”) and a Nominating

and Corporate Governance Committee (“Governance Committee”).

The composition and function of each committee are described

Audit Committee

The Audit Committee has three members, including Messrs.

Spanos, Balatsos and Menchik.

Spanos serves as the chairman of the Audit Committee and satisfies the definition of “audit committee

financial expert”.

Our audit committee is authorized to:

approve and retain the independent auditors to conduct the annual audit of our financial statements;

review the proposed scope and results of the audit;

review and pre-approve audit and non-audit fees and services;

review accounting and financial controls with the independent auditors and our financial and accounting staff;

review and approve transactions between us and our directors, officers and affiliates;

recognize and prevent prohibited non-audit services;

establish procedures for complaints received by us regarding accounting matters;

oversee internal audit functions, if any.

Compensation Committee has two members, including Messrs.

Carl and Southall.

Carl serves as the chairman of the Compensation

Compensation Committee is authorized to:

and determine the compensation arrangements for management;

and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance

and to achieve our financial goals;

our stock incentive and purchase plans;

the independence of any compensation advisers.

and Corporate Governance Committee

Governance Committee has three members, including Messrs.

Menchik, Southall and Carl.

Menchik serves as the chairman of the

Governance Committee.

functions of our Governance Committee, among other things, include:

individuals qualified to become board members and recommending director;

and board members for committee membership;

and recommending to our board corporate governance guidelines;

and determine the compensation arrangements for directors;

the evaluation of our board of directors and its committees and management.

goal is to assemble a Board that brings together a variety of skills derived from high quality business and professional experience.

Committee Interlocks and Insider Participation

of the members of our Compensation Committee, at any time, has been one of our officers or employees.

None of our executive officers

currently serves, or in the past year has served, as a member of the Board of Directors or Compensation Committee of any entity

that has one or more executive officers on our Board of Directors or Compensation Committee.

For a description of transactions

between us and members of our Compensation Committee and affiliates of such members, please see “Certain Relationships and

Related Party Transactions”.

of Business Conduct and Ethics

have adopted a code of business conduct and ethics that applies to all of our employees, officers and directors, including those

officers responsible for financial reporting.

16(a) Beneficial Ownership Reporting Compliance

directors, executive officers, and any persons holding more than ten percent of our Common Stock became obligated to comply with

such rules upon the March 29, 2018 filing of our Form 8-A12B registering our class of Common Stock.

COMPENSATION .

Compensation Table

following Summary Compensation Table sets forth all compensation earned in all capacities during the fiscal years ended December

31, 2020 and 2019 by (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than

our principal executive officer, who were serving as executive officers as of December 31, 2020 and whose total compensation for

the 2020 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000, (iii) a person who would have been included

as one of our two most highly compensated executive officers, other than our principal executive officer, but for the fact that

he was not serving as one of our executive officers as of December 31, 2020 (the individuals falling within categories (i), (ii)

and (iii) are collectively referred to as the “Named Executive Officers”):

Compensation Table

Incentive Plan

Compensation Committee

The Compensation Committee has three members, including

Carl, Balatsos and Frost.

Carl serves as the chairman of the Compensation Committee.

Our Compensation Committee is authorized to:

review and determine the compensation arrangements for management;

establish and review general compensation policies with the objective to attract and retain superior talent, to reward individual performance and to achieve our financial goals;

administer our stock incentive and purchase plans;

review the independence of any compensation advisers.

Nominating and Corporate Governance Committee

The Governance Committee has three members, including

Menchik, Southall III and Carl.

Menchik serves as the chairman of the Governance Committee.

The functions of our Governance Committee, among other

things, include:

identifying individuals qualified to become board members and recommending director;

nominees and board members for committee membership;

developing and recommending to our board corporate governance guidelines;

review and determine the compensation arrangements for directors;

overseeing the evaluation of our board of directors and its committees and management.

Our goal is to assemble a Board that brings together

a variety of skills derived from high quality business and professional experience.

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee,

at any time, has been one of our officers or employees.

None of our executive officers currently serves, or in the past year has served,

as a member of the Board of Directors or Compensation Committee of any entity that has one or more executive officers on our Board of

Directors or Compensation Committee.

For a description of transactions between us and members of our Compensation Committee and affiliates

of such members, please see “Certain Relationships and Related Party Transactions”.

Code of Business Conduct and Ethics

We have adopted a code of business conduct and ethics

that applies to all of our employees, officers and directors, including those officers responsible for financial reporting.

Delinquent Section 16(a) Reports

Section 16(a) of the Exchange Act requires the

Company’s executive officers, directors, and persons who beneficially own more than ten percent of a registered class of the Company’s

equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of the Company’s common

Such officers, directors, and persons are required by SEC regulation to furnish the Company with copies of all Section 16(a)

forms that they file with the SEC.

To our knowledge, based solely on review of the copies

of such reports and amendments to such reports with respect to the year ended December 31, 2021 filed with the SEC, all required

Section 16 reports under the Exchange Act for our directors, executive officers, principal accounting officer and beneficial owners

of greater than 10% of our common stock were filed on a timely basis during the year ended December 31, 2021, except for the shares

issued on February 11, 2021 for Mr.

Groenewald and Ms.

Infante as the Form 4’s were filed on April

EXECUTIVE COMPENSATION.

Summary Compensation Table

The following Summary Compensation Table sets forth

all compensation earned in all capacities during the fiscal years ended December 31, 2021 and 2020 by (i) our principal executive officer,

(ii) our two most highly compensated executive officers, other than our principal executive officer, who were serving as executive officers

as of December 31, 2021 and whose total compensation for the 2021 fiscal year, as determined by Regulation S-K, Item 402, exceeded $100,000,

(iii) a person who would have been included as one of our two most highly compensated executive officers, other than our principal executive

officer, but for the fact that he was not serving as one of our executive officers as of December 31, 2021 (the individuals falling within

categories (i), (ii) and (iii) are collectively referred to as the “Named Executive Officers”):

Summary Compensation Table

Non-Qualified

Other Compensation

Chief Executive

Officer of Muscle Maker, Inc.

Ferdinand Groenewald

Chief Financial

Officer of Muscle Maker, Inc.

Chief Executive Officer

Muscle Maker, Inc.

Kenneth Miller

Chief Operating

Officer of Muscle Maker, Inc.

Chief Operating

Officer of Muscle Maker, Inc.

October 26, 2018, the Company entered into an Employment Agreement with Michael Roper, which replaced his employment agreement

from May 2018.

Pursuant to the Employment Agreement, Mr.

Roper will continue to be employed as Chief Executive Officer of the

Company for a period of two years unless earlier terminated pursuant to the terms of the agreement.

The Employment Agreement will

be automatically extended upon listing the Company on a national exchange and raising $3,000,000 (the “Public Offering”).

During the term of the Employment Agreement, Mr.

Roper will be entitled to a base salary at the annualized rate of $250,000, which

was increased to $275,000 upon achieving various milestones required by the Investors that participated in the September 2018

Offering and will be increased to $350,000 upon the Company completing the Public Offering.

Roper will be eligible for a discretionary

performance bonus to be paid in cash or equity, provided, however, no cash bonus will be paid until the closing of the Public

Roper was paid a $100,000 bonus upon closing of the Public Offering.

Roper was also issued 14,285 shares of

our common stock upon the closing of the Public Offering.

In addition, pursuant to board approval on June 29, 2019, Mr.

was issued 35,714 shares of our restricted common stock awards upon closing of the Public Offering.

In addition, upon the closing

of the Public Offering Mr.

Roper received 14,285 shares of common stock pursuant to his employment agreement.

Roper was issued

an additional 35,714 pursuant to his employment agreement upon the closing of the Public Offering of at least $5 million.

Roper’s common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our Public Offering.

On August 11, 2020, Mr.

Roper agreed to cancel 100,000 shares of common stock previously issued to him and waived all rights to

equity compensation provided under his employment agreement.

September 26, 2018, the Company rehired Ferdinand Groenewald as Chief Financial Officer of the Company and entered into an Employment

Agreement with Mr.

Pursuant to the agreement, Mr.

Groenewald will be employed as Chief Financial Officer of the Company

for a period of two years unless earlier terminated pursuant to the terms of the agreement.

During the term of the agreement,

Groenewald will be entitled to a base salary at the annualized rate of $150,000 and will be eligible for a discretionary performance

cash bonuses which will include $10,000 upon completion of the audit for the year ended December 31, 2017 and $25,000 and up to

1,428 shares of common stock upon completion of a public offering of not less than $3 million together with listing on a national

exchange (the “Public Offering”), which may be increased to 3,571 in the event $5 million is raised.

Groenewald’s

salary will increase to $175,000 upon closing of the Public Offering.

Groenewald is also eligible to participate in employee

benefits plans as the Company may institute from time to time that are available for full-time employees.

Groenewald was paid

a discretionary performance cash and equity bonuses including cash of $25,000 and 19,285 upon completion of the Public Offering.

On August 11, 2020, Mr.

Groenewald agreed to cancel 19,285 shares of the Company’s common stock previously issued and waved

all rights to the equity compensation provided under his employment agreement.

September 26, 2018, the Company appointed Kenneth Miller as Chief Operating Officer of the Company and entered into an Employment

Agreement with Mr.

Pursuant to the agreement, Mr.

Miller will be employed as Chief Operating Officer of the Company for

a period of two years unless earlier terminated pursuant to the terms of the agreement.

During the term of the agreement, Mr.

Miller will be entitled to a base salary at the annualized rate of $200,000, which will be increased to $275,000 upon successful

closing of the Public Offering.

Miller was issued 14,285 shares of the Company’s common stock upon closing of the Public

In addition, Mr.

Miller was paid a discretionary performance cash and equity bonuses including cash of $50,000 and 17,857

shares of common stock upon completion of the Public Offering.

Miller is also eligible to participate in employee benefits

plans as we may institute from time to time that are available for full-time employees.

On August 11, 2020, Mr.

Miller agreed

to cancel 32,142 shares of common stock previously issued to him and waived all rights to equity compensation provided under his

employment agreement.

October 26, 2018, we entered into an Employment Agreement with Kevin Mohan.

Chief Operating Officer

Muscle Maker, Inc.

Chief Operating Officer

Muscle Maker, Inc.

Employment Agreements

Michael Roper

10, 2022, Muscle Maker, Inc.

(the “Company”) entered into an Employment Agreement with Michael Roper effective February 14,

2022, which replaced his prior employment agreement.

Pursuant to the Employment Agreement, Mr.

be engaged as our Chief Investment Officer for a period of two years unless earlier terminated pursuant to the terms of the agreement.

The Employment Agreement will be automatically extended upon the IPO.

Roper will continue to be employed as Chief

Executive Officer of the Company on an at will basis.

During the term of the Employment Agreement, Mr.

be entitled to a base salary at the annualized rate of $156,000, which will be increased to $175,000 upon the IPO.

be eligible for a discretionary performance bonus to be paid in cash following the closing of the IPO.

Mohan was paid $50,000

bonus upon closing of the IPO.

Mohan was also issued 28,571 shares of our common stock upon the closing of the IPO.

pursuant to board approval on June 29, 2019, Mr.

Mohan was issued 35,714 shares of our restricted common stock awards upon closing

Mohan’s common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our

On August 11, 2020, Mr.

Mohan agreed to cancel 64,285 shares of common stock previously issued to him and waived all rights

to equity compensation provided under his employment agreement.

of Compensation

Roper, Groenewald, Miller and Mohan received a fixed base salary in an amount determined in accordance with their then employment

agreement with Muscle Maker Inc., and based on a number of factors, including:

nature, responsibilities and duties of the officer’s position;

officer’s expertise, demonstrated leadership ability and prior performance;

officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation;

competitiveness of the market for the officer’s services.

Roper, Groenewald, Miller and Mohan received a bonus in connection with completing our IPO pursuant to their employment agreement.

In addition, discretionary performance based bonus was paid to Messrs.

Roper, Groenewald, Miller and Mohan.

fiscal 2019 we did not issue any restricted shares of our common stock to our named executive officers.

fiscal 2020, we issued an aggregate of 216,783 shares of our restricted common stock, with an aggregate value fair value of $1,083,915,

to our executive team pursuant to their employment agreements as part of completing the initial public offering.

On August 11,

2020, the executive team entered into an agreement individually with us to cancel an aggregate of 216,783 vested shares of our

restricted common stock previously issued in the first quarter of 2020 and acknowledge that no further compensation is due under

their employment agreements.

Incentive Plans

board of directors and shareholders approved the 2017 Stock Option and Stock Issuance Plan or the 2017 Plan on July 27, 2017 and

September 21, 2017, respectively.

Upon the adoption of our 2019 Equity Incentive Plan, we will no longer issue awards under the

2017 Plan, but any existing awards granted to our management team and Board of Directors will remain outstanding under the 2017

The 2017 Plan provides incentives to eligible employees, officers, directors and consultants in the form of incentive stock

options and non-qualified stock options.

We no longer utilize the 2017 Plan.

Of these shares, approximately 4,591 shares

were issued to the directors (765 shares per director) under the 2017 Plan by the Board of Directors on September 21, 2017.

board of directors and shareholders approved the 2019 Equity Incentive Plan or the 2019 Plan.

Our shareholders approved the plan

on October 28, 2019.

The 2019 Plan provides incentives to eligible employees, officers, directors and consultants in the form

of Non-Qualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock

Units, Stock Bonus Awards, Performance Compensation Awards (including cash bonus awards) or any combination of the foregoing.

We have reserved a total of 214,286 shares of common stock for issuance under the 2019 Plan.

As of the date of the issuance of

these consolidated financial statements 188,527 shares have been issued under the 2019 Plan.

Upon the adoption of our 2020 Equity

Incentive Plan, we no longer issue awards under the 2019 Plan, but any existing awards granted to our management team and Board

of Directors will remain outstanding under the 2019.

board of directors and shareholders approved and adopted on September 16, 2020 the 2020 Equity Incentive Plan (“2020 Plan”),

effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees

and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock

awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination

of the foregoing.

Under the 2020 Plan, the we reserved 1,750,000 shares of common stock for issuance.

As of the date of the issuance

of these consolidated financial statements 178,333 shares have been issued under the 2020 Plan.

administrator, which is the Compensation Committee or another committee of at least two persons or the Board, has the authority,

without limitation (i) to designate participants to receive awards, (ii) determine the types of awards to be granted to participants,

(iii) determine the number of shares of common stock to be covered by awards, (iv) determine the terms and conditions of any awards

granted under the 2020 Plan, (v) determine to what extent and under what circumstances awards may be settled in cash, shares of

common stock, other securities, other awards or other property, or cancelled, forfeited or suspended, (vi) determine whether,

to what extent, and under what circumstances the delivery of cash, common stock, other securities, other awards or other property

and other amounts payable with respect to an award shall be made;

(vii) interpret, administer, reconcile any inconsistency in,

settle any controversy regarding, correct any defect in and/or complete any omission in the 2020 Plan and any instrument or agreement

relating to, or award granted under, the 2019 Plan;

(viii) establish, amend, suspend, or waive any rules and regulations and appoint

such agents as the administrator shall deem appropriate for the proper administration of the 2020 Plan;

(ix) accelerate the vesting

or exercisability of, payment for or lapse of restrictions on, awards;

(x) reprice existing awards with shareholder approval or

to grant awards in connection with or in consideration of the cancellation of an outstanding award with a higher price;

make any other determination and take any other action that the administrator deems necessary or desirable for the administration

of the 2020 Plan.

The administrator will have full discretion to administer and interpret the 2019 Plan and to adopt such rules,

regulations and procedures as it deems necessary or advisable and to determine, among other things, the time or times at which

the awards may be exercised and whether and under what circumstances an award may be exercised.

administrator will be authorized to grant options to purchase Common Stock that are either “qualified,”

satisfy the requirements of Code Section 422 for Incentive Stock Options, or “non-qualified,”

meaning they do not

satisfy the requirements of Section 422 of the Code.

Options granted under the 2020 Plan will be subject to the terms and conditions

established by the administrator.

Under the terms of the 2020 Plan, unless the administrator determines otherwise in the case

of an option substituted for another option in connection with a corporate transaction, the exercise price of the Options will

not be less than the fair market value (as determined under the 2020 Plan) of the shares of common stock on the date of grant.

Options granted under the 2020 Plan will be subject to such terms, including the exercise price and the conditions and timing

of exercise, as may be determined by the administrator and specified in the applicable award agreement.

The maximum term of an

option granted under the 2019 Plan will be ten years from the date of grant (or five years in the case of an Incentive Stock Option

Roper will be entitled to a base

salary at the annualized rate of $350,000, which will be increased to $375,000 upon the one-year anniversary.

Roper will be eligible

for a discretionary performance bonus to be paid in cash or equity.

Within 90 days of the effective date, the Company will issue Mr.

stock options to receive 100,000 shares of common stock which will vest over a term of five years.

Roper is terminated by the Company

for any reason other than cause, including termination without cause in connection with a change in control, Mr.

Roper will be entitled

to a severance package of 18 months of salary and health and dental benefits paid in accordance with the Company’s payroll schedule,

but subject to the execution of a valid release in favor of the Company and its related parties.

Jennifer Black

On January 2,

2022, the Company appointed Jennifer Black as Chief Financial Officer of the Company and entered into an Offer Letter with Ms.

Pursuant to the Offer Letter, Ms.

Black will be employed as Chief Financial Officer of the Company on an at-will basis.

be entitled to a base salary at the annualized rate of $190,000.

The Company’s previous CFO, Ferdinand Groenewald, will remain and

was appointed as the Chief Accounting Officer of the Company.

The Company agreed to issue Ms.

Black 20,000 restricted stock units upon

completion of 90 days of employment.

Black will be entitled to receive stock options to acquire 20,000 shares of common stock subject

to the approval of the Board of Directors and Compensation Committee and the terms and conditions will be subject to entering into a stock

option agreement.

Kenneth Miller

9, 2022, the Company and Kenn Miller, Chief Operations Officer, entered a letter agreement providing that Mr.

Miller will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $275,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, the Company will issue Mr.

Miller stock options to receive 50,000 shares of common stock which will vest over a term of

Miller is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, he will be entitled to a severance package of 12 months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the Company

and its related parties.

Aimee Infante

9, 2022, the Company and Aimee Infante, Chief Marketing Officer, entered a letter agreement providing that Ms.

Infante will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of her salary.

Within 90 days of the

effective date, the Company will issue Ms.

Infante stock options to receive 42,500 shares of common stock which will vest over a term

of five years.

Infante is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, she will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the Company

and its related parties.

10, 2022, the Company and Kevin Mohan, Chief Investment Officer, entered a letter agreement providing that Mr.

Mohan will continue to

be engaged by the Company on an at-will basis with a base salary at the annualized rate of $200,000 effective February 14, 2022.

will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days of the

effective date, the Company will issue Mr.

Mohan stock options to receive 75,000 shares of common stock which will vest over a term of

Mohan is terminated by the Company for any reason other than cause, including termination without cause in connection

with a change in control, he will be entitled to a severance package of six months of salary and health and dental benefits paid in accordance

with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in favor of the

Company and its related parties.

Ferdinand Groenewald

9, 2022, the Company and Ferdinand Groenewald, Chief Accounting Officer, entered a letter agreement providing that Mr.

Groenewald will

continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14,

Groenewald will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of his salary.

90 days of the effective date, the Company will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which will

vest over a term of five years.

Groenewald is terminated by the Company for any reason other than cause, including termination

without cause in connection with a change in control, he will be entitled to a severance package of six months of salary and health and

dental benefits paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a

valid release in favor of the Company and its related parties.

Elements of Compensation

Roper, Black, Miller, Mohan, Infante

and Groenewald received a fixed base salary in an amount determined in accordance with their then employment agreement with Muscle Maker

Inc., and based on a number of factors, including:

The nature, responsibilities and duties of the officer’s position;

The officer’s expertise, demonstrated leadership ability and prior performance;

The officer’s salary history and total compensation, including annual cash bonuses and long-term incentive compensation;

The competitiveness of the market for the officer’s services.

Mohan and Groenewald received discretionary performance

based bonuses during the year ended December 31, 2021 pursuant to their employment agreements.

In fiscal 2021, we issued an aggregate of 221,783

shares of our restricted common stock, with an aggregate fair value of $636,495, to our executive team.

Equity Incentive Plans

Our board of directors and shareholders approved the

2019 Equity Incentive Plan or the 2019 Plan.

Our shareholders approved the plan on October 28, 2019.

The 2019 Plan provides incentives

to eligible employees, officers, directors and consultants in the form of Non-Qualified Stock Options, Incentive Stock Options, Stock

Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance Compensation Awards (including cash

bonus awards) or any combination of the foregoing.

We have reserved a total of 214,286 shares of common stock for issuance under the 2019

As of the date of the issuance of these consolidated financial statements 188,527 shares have been issued under the 2019 Plan.

the adoption of our 2020 Equity Incentive Plan, we no longer issue awards under the 2019 Plan, but any existing awards granted to our

management team and Board of Directors will remain outstanding under the 2019.

The Company’s board of directors and shareholders

approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020 Plan”), effective on October 27, 2020 under

which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified

stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards,

performance compensation awards (including cash bonus awards) or any combination of the foregoing.

Under the 2020 Plan, the Company reserved

1,750,000 shares of common stock for issuance.

As of the date of the issuance of these consolidated financial statements 889,756 shares

have been issued under the 2020 Plan.

The Company’s board of directors and shareholders

approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”) under which stock options and restricted

stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options,

stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including

cash bonus awards) or any combination of the foregoing.

Under the 2021 Plan, the Company reserved 1,500,000 shares of common stock for

As of the date of the issuance of these consolidated financial statements 471,348 shares have been issued under the 2021 Plan.

Administration

The Company’s Board of Directors or a committee

appointed by the Board (the “Committee”) will administer the Plan.

The Committee will have the authority, without limitation

(i) to designate Participants to receive Awards, (ii) determine the types of Awards to be granted to Participants, (iii) determine the

number of shares of common stock to be covered by Awards, (iv) determine the terms and conditions of any Awards granted under the Plan,

(v) determine to what extent and under what circumstances Awards may be settled in cash, shares of common stock, other securities, other

Awards or other property, or canceled, forfeited or suspended, (vi) determine whether, to what extent, and under what circumstances the

delivery of cash, Common Stock, other securities, other Awards or other property and other amounts payable with respect to an Award shall

(vii) interpret, administer, reconcile any inconsistency in, settle any controversy regarding, correct any defect in and/or complete

any omission in this Plan and any instrument or agreement relating to, or Award granted under, this Plan;

(viii) establish, amend, suspend,

or waive any rules and regulations and appoint such agents as the Committee shall deem appropriate for the proper administration of this

(ix) accelerate the vesting or exercisability of, payment for or lapse of restrictions on, Awards;

(x) reprice existing Awards with

shareholder approval or to grant Awards in connection with or in consideration of the cancellation of an outstanding Award with a higher

and (xi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration

of this Plan.

The Committee will have full discretion to administer and interpret the Plan and to adopt such rules, regulations and procedures

as it deems necessary or advisable and to determine, among other things, the time or times at which the awards may be exercised and whether

and under what circumstances an award may be exercised.

Employees, directors, officers, advisors and consultants

of the Company or its affiliates are eligible to participate in the Plan and are referred to as “Participants”.

The Committee

has the sole and complete authority to determine who will be granted an Award under the Plan, however, it may delegate such authority

to one or more officers of the Company under the circumstances set forth in the Plan.

Number of Shares Authorized

Up to approximately 1,500,000 shares of common stock

may be issued pursuant to awards granted under the Plan.

If an Award is forfeited, canceled, or if any Option

terminates, expires or lapses without being exercised, the Common Stock subject to such Award will again be made available for future

However, shares that are used to pay the exercise price of an Option or that are withheld to satisfy the Participant’s tax

withholding obligation will not be available for re-grant under the Plan.

If there is any change in the Company’s corporate

capitalization or structure, the Committee in its sole discretion may make substitutions or adjustments to the number of shares of common

stock reserved for issuance under the Plan, the number of shares covered by Awards then outstanding under the Plan, the limitations on

Awards under the Plan, the exercise price of outstanding Options and such other equitable substitution or adjustments as it may determine

The Plan has a term of ten years and no further Awards

may be granted under the Plan after that date.

Awards Available for Grant

The Committee may grant Awards of Non-Qualified Stock

Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Restricted Stock Units, Stock Bonus Awards, Performance

Compensation Awards (including cash bonus awards) or any combination of the foregoing.

Notwithstanding, the Committee may not grant to

any one person in any one calendar year Awards (i) for more than 50% of the Available Shares in the aggregate or (ii) payable in cash

in an amount exceeding $10,000,000 in the aggregate.

The Committee will be authorized to grant Options

to purchase Common Stock that are either “qualified,” meaning they are intended to satisfy the requirements of Code Section

422 for Incentive Stock Options, or “non-qualified,” meaning they are not intended to satisfy the requirements of Section

422 of the Code.

Options granted under the Plan will be subject to the terms and conditions established by the Committee.

Under the terms

of the Plan, unless the Committee determines otherwise in the case of an Option substituted for another Option in connection with a corporate

transaction, the exercise price of the Options will not be less than the fair market value (as determined under the Plan) of the shares

of common stock on the date of grant.

Options granted under the Plan will be subject to such terms, including the exercise price and the

conditions and timing of exercise, as may be determined by the Committee and specified in the applicable award agreement.

term of an Option granted under the Plan will be ten years from the date of grant (or five years in the case of an Incentive Stock Option

granted to a 10% stockholder).

Payment in respect of the exercise of an option may be made in cash or by check, by surrender of

unrestricted shares of Common Stock (at their fair market value on the date of exercise) that have been held by the participant

for any period deemed necessary by us to avoid an additional compensation charge or have been purchased on the open market, or

the administrator may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted

cashless exercise mechanism, a net exercise method, or by such other method as the administrator may determine to be appropriate.

administrator will be authorized to award Stock Appreciation Rights (or SARs) under the 2020 Plan.

SARs will be subject to such

terms and conditions as established by the administrator.

A SAR is a contractual right that allows a participant to receive, either

in the form of cash, shares or any combination of cash and shares, the appreciation, if any, in the value of a share over a certain

period of time.

A SAR granted under the 2020 Plan may be granted in tandem with an option and SARs may also be awarded to a participant

independent of the grant of an Option.

SARs granted in connection with an Option shall be subject to terms similar to the Option

which corresponds to such SARs.

SARs shall be subject to terms established by the administrator and reflected in the award agreement.

administrator will be authorized to award Restricted Stock under the 2020 Plan.

Unless otherwise provided by the administrator

and specified in an award agreement, restrictions on Restricted Stock will lapse after three years of service with us.

The administrator

will determine the terms of such Restricted Stock awards.

Restricted Stock are shares of common stock that generally are non-transferable

and subject to other restrictions determined by the administrator for a specified period.

Unless the administrator determines

otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the restricted

period, then any unvested restricted stock will be forfeited.

administrator will be authorized to award Restricted Stock Unit awards.

Unless otherwise provided by the administrator and specified

in an award agreement, Restricted Stock Units will vest after three years of service with us.

The administrator will determine

the terms of such Restricted Stock Units.

Unless the administrator determines otherwise or specifies otherwise in an award agreement,

if the participant terminates employment or services during the period of time over which all or a portion of the units are to

be earned, then any unvested units will be forfeited.

At the election of the administrator, the participant will receive a number

of shares of common stock equal to the number of units earned or an amount in cash equal to the fair market value of that number

of shares at the expiration of the period over which the units are to be earned or at a later date selected by the administrator.

administrator will be authorized to grant Awards of unrestricted shares of common stock or other Awards denominated in shares

of common stock, either alone or in tandem with other Awards, under such terms and conditions as the administrator may determine.

Compensation Plan Information

following table provides information, as of December 31, 2020, with respect to equity securities authorized for issuance under

compensation plans:

Payment in respect of the exercise of an Option may be made in cash or by check, by surrender of unrestricted

shares of Common Stock (at their fair market value on the date of exercise) that have been held by the participant for any period deemed

necessary by the Company’s accountants to avoid an additional compensation charge or have been purchased on the open market, or

the Committee may, in its discretion and to the extent permitted by law, allow such payment to be made through a broker-assisted cashless

exercise mechanism, a net exercise method, or by such other method as the Committee may determine to be appropriate.

Stock Appreciation Rights

The Committee will be authorized to award Stock Appreciation

Rights (or SARs) under the Plan.

SARs will be subject to such terms and conditions as established by the Committee.

A SAR is a contractual

right that allows a participant to receive, either in the form of cash, shares or any combination of cash and shares, the appreciation,

if any, in the value of a share over a certain period of time.

A SAR granted under the Plan may be granted in tandem with an option and

SARs may also be awarded to a participant independent of the grant of an Option.

SARs granted in connection with an Option shall be subject

to terms similar to the Option which corresponds to such SARs.

SARs shall be subject to terms established by the Committee and reflected

in the award agreement.

Restricted Stock

The Committee will be authorized to award Restricted

Stock under the Plan.

Unless otherwise provided by the Committee and specified in an award agreement, restrictions on Restricted Stock

will lapse after three years of service with the Company.

The Committee will determine the terms of such Restricted Stock awards.

Stock are shares of common stock that generally are non-transferable and subject to other restrictions determined by the Committee for

a specified period.

Unless the Committee determines otherwise or specifies otherwise in an award agreement, if the participant terminates

employment or services during the restricted period, then any unvested restricted stock will be forfeited.

Restricted Stock Unit Awards

The Committee will be authorized to award Restricted

Stock Unit awards.

Unless otherwise provided by the Committee and specified in an award agreement, Restricted Stock Units will vest after

three years of service with the Company.

The Committee will determine the terms of such Restricted Stock Units.

Unless the Committee determines

otherwise or specifies otherwise in an award agreement, if the participant terminates employment or services during the period of time

over which all or a portion of the units are to be earned, then any unvested units will be forfeited.

At the election of the Committee,

the participant will receive a number of shares of common stock equal to the number of units earned or an amount in cash equal to the

fair market value of that number of shares at the expiration of the period over which the units are to be earned or at a later date selected

by the Committee.

Stock Bonus Awards

The Committee will be authorized to grant Awards of

unrestricted shares of common stock or other Awards denominated in shares of common stock, either alone or in tandem with other Awards,

under such terms and conditions as the Committee may determine.

Performance Compensation Awards

The Committee will be authorized to grant any Award

under the Plan in the form of a Performance Compensation Award exempt from the requirements of Section 162(m) of the Code by conditioning

the vesting of the Award on the attainment of specific performance criteria of the Company and/or one or more Affiliates, divisions or

operational units, or any combination thereof, as determined by the Committee.

The Committee will select the performance criteria based

on one or more of the following factors:

(iii) profit (net profit, gross profit, operating profit, economic profit,

profit margins or other corporate profit measures);

(iv) earnings (EBIT, EBITDA, earnings per share, or other corporate profit measures);

(v) net income (before or after taxes, operating income or other income measures);

(vi) cash (cash flow, cash generation or other cash

(vii) stock price or performance;

(viii) total stockholder return (stock price appreciation plus reinvested dividends divided

by beginning share price);

(ix) economic value added;

(x) return measures (including, but not limited to, return on assets, capital, equity,

investments or sales, and cash flow return on assets, capital, equity, or sales);

(xi) market share;

(xii) improvements in capital structure;

(xiii) expenses (expense management, expense ratio, expense efficiency ratios or other expense measures);

(xiv) business expansion or

consolidation (acquisitions and divestitures);

(xv) internal rate of return or increase in net present value;

(xvi) working capital targets

relating to inventory and/or accounts receivable;

(xvii) inventory management;

(xviii) service or product delivery or quality;

(xix) customer

satisfaction;

(xx) employee retention;

(xxi) safety standards;

(xxii) productivity measures;

(xxiii) cost reduction measures;

and/or (xxiv)

strategic plan development and implementation.

Transferability

Each Award may be exercised during the Participant’s

lifetime only by the Participant or, if permissible under applicable law, by the Participant’s guardian or legal representative

and may not be otherwise transferred or encumbered by a Participant other than by will or by the laws of descent and distribution.

Committee, however, may permit Awards (other than Incentive Stock Options) to be transferred to family members, a trust for the benefit

of such family members, a partnership or limited liability company whose partners or stockholders are the Participant and his or her family

members or anyone else approved by it.

The Plan will have a term of ten years.

The Company’s

board of directors may amend, suspend or terminate the Plan at any time;

however, shareholder approval to amend the Plan may be necessary

if the law or SEC so requires.

No amendment, suspension or termination will materially and adversely affect the rights of any Participant

or recipient of any Award without the consent of the Participant or recipient.

Change in Control

Except to the extent otherwise provided in an Award

or required by applicable law, in the event of a Change in Control, upon the occurrence of a Change in Control, the Committee is authorized,

but not obligated, to make any of the following adjustments (or any combination thereof) in the terms and conditions of outstanding Awards:

(a) continuation or assumption of outstanding Awards by the surviving company;

(b) substitution by the surviving company of equity, equity-based

and/or cash awards with substantially the same terms for outstanding Awards;

under outstanding Awards immediately prior to the occurrence of the Change in Control;

(d) upon written notice, provide that any outstanding

Awards must be exercised, to the extent then exercisable, during a reasonable period determined by the Committee and at the end of such

period, any unexercised Awards will terminate;

and (e) cancellation of all or any portion of outstanding Awards for fair value (in the

form of cash, shares or other property) and which value may be zero.

Federal Income Tax Consequences

The following is a general summary of the material

federal income tax consequences of the grant and exercise and vesting of Awards under the Plan and the disposition of shares acquired

pursuant to the exercise of such Awards.

This summary is intended to reflect the current provisions of the Code and the regulations thereunder.

However, this summary is not intended to be a complete statement of applicable law, nor does it address foreign, state, local and payroll

tax considerations.

Moreover, the U.S.

federal income tax consequences to any particular participant may differ from those described herein

by reason of, among other things, the particular circumstances of such participant.

There are a number of requirements that must be met

for a particular Option to be treated as an Incentive Stock Option.

One such requirement is that Common Stock acquired through the exercise

of an Incentive Stock Option cannot be disposed of before the later of (i) two years from the date of grant of the Option, or (ii) one

year from the date of its exercise.

Holders of Incentive Stock Options will generally incur no federal income tax liability at the time

of grant or upon exercise of those Options.

However, the spread at exercise will be an “item of tax preference,” which may

give rise to “alternative minimum tax” liability for the taxable year in which the exercise occurs.

If the holder does not

dispose of the shares before the later of two years following the date of grant and one year following the date of exercise, the difference

between the exercise price and the amount realized upon disposition of the shares will constitute long-term capital gain or loss, as the

Assuming both holding periods are satisfied, no deduction will be allowed to the Company for federal income tax purposes

in connection with the grant or exercise of the Incentive Stock Option.

If, within two years following the date of grant or within one

year following the date of exercise, the holder of shares acquired through the exercise of an Incentive Stock Option disposes of those

shares, the Participant will generally realize taxable compensation at the time of such disposition equal to the difference between the

exercise price and the lesser of the Fair Market Value of the share on the date of exercise or the amount realized on the subsequent disposition

of the shares, and that amount will generally be deductible by the Company for federal income tax purposes, subject to the possible limitations

on deductibility under Sections 280G and 162(m) of the Code for compensation paid to executives designated in those Sections.

if an otherwise Incentive Stock Option becomes first exercisable in any one year for shares having an aggregate value in excess of $100,000

(based on the date of grant value), the portion of the Incentive Stock Option in respect of those excess shares will be treated as a non-qualified

stock option for federal income tax purposes.

No income will be realized by a Participant upon grant

of a Non-Qualified Stock Option.

Upon the exercise of a Non-Qualified Stock Option, the Participant will recognize ordinary compensation

income in an amount equal to the excess, if any, of the Fair Market Value of the underlying exercised shares over the Option Exercise

Price paid at the time of exercise.

Such income will be subject to income tax withholdings, and the Participant will be required to pay

to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to deduct this same amount

federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid

to certain executives designated in those Sections.

Restricted Stock

A Participant will not be subject to tax upon the

grant of an Award of Restricted Stock unless the Participant otherwise elects to be taxed at the time of grant pursuant to Section 83(b)

On the date an Award of Restricted Stock becomes transferable or is no longer subject to a substantial risk of forfeiture,

the Participant will recognize ordinary compensation income equal to the difference between the Fair Market Value of the shares on that

date over the amount the Participant paid for such shares, if any.

Such income will be subject to income tax withholdings, and the Participant

will be required to pay to the Company the amount of any required withholding taxes in respect to such income.

If the Participant made

an election under Section 83(b) of the Code, the Participant will recognize ordinary compensation income at the time of grant equal to

the difference between the Fair Market Value of the shares on the date of grant over the amount the Participant paid for such shares,

if any, and any subsequent appreciation in the value of the shares will be treated as a capital gain upon sale of the shares.

rules apply to the receipt and disposition of Restricted Shares received by officers and directors who are subject to Section 16(b) of

the Securities Exchange Act of 1934 (the “Exchange Act”).

The Company will be able to deduct, at the same time as it is recognized

by the Participant, the amount of taxable compensation to the participant for U.S.

federal income tax purposes, but such deduction may

be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Restricted Stock Units

A Participant will not be subject to tax upon the

grant of a Restricted Stock Unit Award.

Rather, upon the delivery of shares or cash pursuant to a Restricted Stock Unit Award, the Participant

will recognize ordinary compensation income equal to the Fair Market Value of the number of shares (or the amount of cash) the Participant

actually receives with respect to the Award.

Such income will be subject to income tax withholdings, and the Participant will be required

to pay to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to deduct the amount

of taxable compensation recognized by the Participant for U.S.

federal income tax purposes, but the deduction may be limited under Sections

280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

No income will be realized by a Participant upon grant

Upon the exercise of an SAR, the Participant will recognize ordinary compensation income in an amount equal to the Fair Market

Value of the payment received in respect of the SAR.

Such income will be subject to income tax withholdings, and the Participant will

be required to pay to the Company the amount of any required withholding taxes in respect to such income.

The Company will be able to

deduct this same amount for U.S.

federal income tax purposes, but such deduction may be limited under Sections 280G and 162(m) of the

Code for compensation paid to certain executives designated in those Sections.

Stock Bonus Awards

A Participant will recognize ordinary compensation

income equal to the difference between the Fair Market Value of the shares on the date the shares of common stock subject to the Award

are transferred to the Participant over the amount the Participant paid for such shares, if any, and any subsequent appreciation in the

value of the shares will be treated as a capital gain upon sale of the shares.

The Company will be able to deduct, at the same time as

it is recognized by the Participant, the amount of taxable compensation to the Participant for U.S.

federal income tax purposes, but such

deduction may be limited under Sections 280G and 162(m) of the Code for compensation paid to certain executives designated in those Sections.

Section 162(m)

In general, Section 162(m) of the Code denies a publicly

held corporation a deduction for U.S.

federal income tax purposes for compensation in excess of $1,000,000 per year per person paid to

its principal executive officer and the three other officers (other than the principal executive officer and principal financial officer)

whose compensation is disclosed in its proxy statement/prospectus as a result of their total compensation, subject to certain exceptions.

The Plan is intended to satisfy an exception with respect to grants of Options to covered employees.

In addition, the Plan is designed

to permit certain Awards of Restricted Stock, Restricted Stock Units, cash bonus awards and other Awards to be awarded as performance

compensation awards intended to qualify under the “performance-based compensation” exception to Section 162(m) of the Code.

New Plan Benefits

Future grants under the Plan will be made at the discretion

of the Committee and, accordingly, are not yet determinable.

In addition, the value of the Awards granted under the Plan will depend on

a number of factors, including the Fair Market Value of the shares of common stock on future dates, the exercise decisions made by the

Participants and/or the extent to which any applicable performance goals necessary for vesting or payment are achieved.

Consequently,

it is not possible to determine the benefits that might be received by Participants receiving discretionary grants under, or having their

annual bonus paid pursuant to, the Plan.

Interests of Directors or Officers

The Company’s directors may grant Awards under

the Plan to themselves as well as to the Company’s officers and other employees, consultants and advisors.

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

Outstanding Options

Weighted-Average

Exercise Price of

Outstanding Options

Issuance Under

(excluding securities

Equity compensation plans

approved by security holders

Equity compensation

plans not approved by security holders

September 21, 2017, Muscle Maker granted 765 shares of common stock under our Muscle Maker 2017 Stock Option and Stock Issuance

Plan to each of our six directors of Muscle Maker (4,591 shares of common stock in the aggregate) at a value of $65.31 per share.

Such share grants are subject to graduated vesting in the following installments on each of the following dates:

(i) 66.666% as

of the date of grant and (ii) 8.333% as of (a) October 1, 2017, (b) November 1, 2017, (c) December 1, 2017, and (d) January 1,

2018, the directors did not receive any compensation.

July 16, 2019, the board of directors approved a board compensation plan that would compensate the board members for their deferred

compensation for 2019, 2018 and 2017.

The board members are eligible for cash compensation of $4,500 or $9,000 per year.

paid as follows:

(i) directors serving on the board during 2018 and 2017, will be granted shares is lieu of payment as the letter

agreements set forth certain terms pursuant to which the directors will serve as directors of the Company.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive 1,428 shares of common

stock per year for service as director, 185 shares of common stock per year for service on each committee and 142 shares of common

stock per year for service as chair for such committee.

The shares of common stock for committee service will be limited to two

Company issued shares of common stock upon the occurrence of the public offering and up listing on a national exchange as follows,

which was prorated for a partial year:

(i) directors that served as directors during the year ended December 31, 2017 each received

714 shares of common stock, (ii) directors that served as directors during the year ended December 31, 2018 each received 1,428

shares of common stock and (iii) directors that served as directors during the year ended December 31, 2019 each received 1,428

shares of common stock.

directors did not received compensation for services prior to the Company being up listed on a national exchange, the Company

agreed to provide equity in lieu of cash compensation and equity compensation for services rendered during 2017, 2018 and 2019.

For past director services in lieu of cash unpaid to date:

(i) directors that served as directors during the year ended December

31, 2017 each received shares of common stock valued at $4,500 priced at the price per share of the Company’s public offering

in connection with its uplisting (the “Uplisting Offering”), (ii) directors that served as directors during the year

ended December 31, 2018 each received shares of common stock valued at $9,000, which was prorated for a partial year of service,

and priced at the price per share of the Uplisting Offering and (iii) directors that served as directors during the year ended

December 31, 2019 through the date of the Uplisting Offering each received shares of common stock valued at $9,000, which was

prorated for a partial year of service, priced at the price per share of the Uplisting Offering.

December 4, 2020, the board of directors approved a new board compensation plan that would compensate the board members for their

deferred compensation for the fourth quarter 2020 through the third quarter of 2021.

The board members are eligible for cash compensation

of $12,000 per year to be paid quarterly within 30 days of the close of each quarter.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8,000 in value of common

stock per year for service as director, $6,000 in value of shares of common stock per year for service on each committee and $4,000

in value of shares of common stock per year for service as chair for such committee.

The number of shares to be issued would be

based upon the closing price of the last trading date of each calendar quarter.

The shares of common stock for committee service

will be limited to two committees.

Mohan is an employee-director and does not receive compensation for serving in his role as a director.

Compensation Philosophy

Board of Directors determines the compensation given to our executive officers in their sole determination.

Our Board of Directors

reserves the right to pay our executives or any future executives a salary, and/or issue them shares of common stock issued in

consideration for services rendered and/or to award incentive bonuses which are linked to our performance, as well as to the individual

executive officer’s performance.

This package may also include long-term stock-based compensation to certain executives,

which is intended to align the performance of our executives with our long-term business strategies.

Additionally, while our Board

of Directors has not granted any performance base stock options to date, the Board of Directors reserves the right to grant such

options in the future, if the Board in its sole determination believes such grants would be in the best interests of the Company.

Board of Directors may grant incentive bonuses to our executive officers and/or future executive officers in its sole discretion,

if the Board of Directors believes such bonuses are in the Company’s best interest, after analyzing our current business

objectives and growth, if any, and the amount of revenue we are able to generate each month, which revenue is a direct result

of the actions and ability of such executives.

Stock Based Compensation

order to attract, retain and motivate executive talent necessary to support the Company’s long-term business strategy we

may award our executives and any future executives with long-term, stock-based compensation in the future, at the sole discretion

of our Board of Directors.

OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

following table sets forth information about the beneficial ownership of our common stock at April 15, 2021, for:

person, or group of affiliated persons, whom we know to beneficially own more than 5% of our common stock;

of our named executive officers;

of our directors;

of our executive officers and directors as a group.

have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission.

These rules generally

attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect

to those securities.

In addition, the rules include shares of common stock issuable pursuant to the exercise of stock options

or warrants or upon conversion of a security that are either exercisable or convertible on or before a date that is 60 days after

April 15, 2021.

These shares are deemed to be outstanding and beneficially owned by the person holding those options or

warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the

purpose of computing the percentage ownership of any other person.

Unless otherwise indicated, the persons or entities identified

in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to

applicable community property laws.

as otherwise noted below, the address for persons listed in the table is c/o Muscle Maker, Inc., 2600 South Shore Blvd., Suite

300, League City, Texas 77573.

percentage ownership information shown in the column labeled “Percentage of Shares Outstanding”

is based upon 13,826,734

shares of common stock outstanding as of April 15, 2021.

of Beneficial Owner

Beneficially Owned (1)

Outstanding Options

Plan Category

under the Plan

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Director Compensation

On December 4, 2020, the board of directors approved

a new board compensation plan that would compensate the board members for their deferred compensation for the fourth quarter 2020 through

the third quarter of 2021.

The board members are eligible for cash compensation of $12,000 per year to be paid quarterly within 30 days

of the close of each quarter.

In addition, on an ongoing basis pursuant to the approved

board compensation plan each director will receive $8,000 in value of common stock per year for service as director, $6,000 in value of

shares of common stock per year for service on each committee and $4,000 in value of shares of common stock per year for service as chair

for such committee.

The number of shares to be issued would be based upon the closing price of the last trading date of each calendar

The shares of common stock for committee service will be limited to two committees.

Kevin Mohan is an employee-director and does not receive

compensation for serving in his role as a director or Chairman of the Board.

The following

table provides information relating to compensation of our directors for our fiscal year ended December 31, 2021

Fees earned or paid in cash

Option awards

Non-equity incentive plan compensation

Nonqualified deferred compensation earnings

All Other Compensation

Major General (Ret) Malcolm B.

Philip Balatsos

Executive Compensation Philosophy

Our Board of Directors determines the compensation

given to our executive officers in their sole determination.

Our Board of Directors reserves the right to pay our executives or any future

executives a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive

bonuses which are linked to our performance, as well as to the individual executive officer’s performance.

This package may also

include long-term stock-based compensation to certain executives, which is intended to align the performance of our executives with our

long-term business strategies.

Additionally, while our Board of Directors has not granted any performance base stock options to date,

the Board of Directors reserves the right to grant such options in the future, if the Board in its sole determination believes such grants

would be in the best interests of the Company.

Incentive Bonus

The Board of Directors may grant incentive bonuses

to our executive officers and/or future executive officers in its sole discretion, if the Board of Directors believes such bonuses are

in the Company’s best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we

are able to generate each month, which revenue is a direct result of the actions and ability of such executives.

Long-Term, Stock Based Compensation

In order to attract, retain and motivate executive

talent necessary to support the Company’s long-term business strategy we may award our executives and any future executives with

long-term, stock-based compensation in the future, at the sole discretion of our Board of Directors.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth information about

the beneficial ownership of our common stock at March 16, 2022, for:

each person, or group of affiliated persons, whom we know to beneficially own more than 5% of our common stock;

each of our named executive officers;

each of our directors;

all of our executive officers and directors as a group.

We have determined beneficial ownership in accordance

with the rules of the Securities and Exchange Commission.

These rules generally attribute beneficial ownership of securities to persons

who possess sole or shared voting power or investment power with respect to those securities.

In addition, the rules include shares of

common stock issuable pursuant to the exercise of stock options or warrants or upon conversion of a security that are either exercisable

or convertible on or before a date that is 60 days after March 16, 2022.

These shares are deemed to be outstanding and beneficially

owned by the person holding those options or warrants for the purpose of computing the percentage ownership of that person, but they

are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise indicated,

the persons or entities identified in this table have sole voting and investment power with respect to all shares shown as beneficially

owned by them, subject to applicable community property laws.

Except as otherwise noted below, the address for persons

listed in the table is c/o Muscle Maker, Inc., 2600 South Shore Blvd., Suite 300, League City, Texas 77573.

percentage ownership information shown in the column labeled “Percentage of Shares Outstanding” is based upon 28,531,401

shares of common stock outstanding as of March 16, 2022.

Number of Shares

Percentage of Shares

Outstanding Prior to

Name of Beneficial Owner

5% Stockholders:

Holdings 1 LLC (2)

Thoroughbred Diagnostics,

Armistice Capital Master

Directors and Named Executive

Armistice Capital Master Fund LTD (2)

Altuim Growth Fund, LP (3)

Catalytic Holdings 1 LLC (4)

Thoroughbred Diagnostics, LLC (4)

Directors and Named Executive Officers:

Kevin Mohan (5)

1 unchanged sentence

Kenneth Miller (7)

Aimee Infante (8)

Stephen Spanos (9)

1 unchanged sentence

Jeff Carl (12)

Major General (ret)

Malcolm Frost (13)

Major General (ret) Malcolm Frost (13)

Philip Balatsos (14)

All executive officers and directors

as a group (12 persons)

All executive officers and directors as a group (11 persons)

denotes less than 1%

ownership as reported in the above table has been determined in accordance with Rule 13d-3 promulgated under the Securities

Exchange Act of 1934, as amended, and is not necessarily indicative of beneficial ownership for any other purpose.

of shares of common stock shown as beneficially owned includes shares of common stock issuable upon (i) the exercise of stock

options that will become exercisable within sixty (60) days of April 15, 2021, (ii) the conversion of the convertible

promissory notes into shares of our common stock, and (iii) the exercise of warrants that will become exercisable within sixty

(60) days of April 15, 2021.

Shares of common stock issuable pursuant to the foregoing methods are deemed outstanding

for purposes of calculating the percentage of beneficial ownership of the person or entity holding such securities.

the total percentages of beneficial ownership are in excess of one hundred percent (100%).

Holdings, LLC beneficially owns (i) 1,145,888 shares of common stock of the Company (ii) 850,750 shares of Common

ownership as reported in the above table has been determined in accordance with Rule 13d-3 promulgated under the Securities Exchange

Act of 1934, as amended, and is not necessarily indicative of beneficial ownership for any other purpose.

The number of shares of

common stock shown as beneficially owned includes shares of common stock issuable upon (i) the exercise of stock options that will

become exercisable within sixty (60) days of March 16, 2022, (ii) the conversion of the convertible promissory notes into

shares of our common stock, and (iii) the exercise of warrants that will become exercisable within sixty (60) days of March 16,

Shares of common stock issuable pursuant to the foregoing methods are deemed outstanding for purposes of calculating the

percentage of beneficial ownership of the person or entity holding such securities.

Accordingly, the total percentages of beneficial

ownership are in excess of one hundred percent (100%).

Capital Master Fund LTD beneficial owns (i) 2,728,553 shares of the common stock of the Company and (ii) 7,725,337 shares of common

stock of the Company which are subject to presently exercisable purchase warrants.

The natural person with voting and

investment control for Catalytic Holdings, LLC is Dmitriy Shapiro.

Thoroughbred Diagnostics, LLC beneficially owns (i) 1,109,000

shares of Common Stock of Muscle Maker (ii) 600,000 shares of Common Stock of Muscle Maker which are subject to presently

exercisable purchase warrants.

The natural person with voting and investment control for Thoroughbred Diagnostics, LLC is

Joey Giamichael.

Capital Master Fund LTD beneficial owns (i) 1,250,000 shares of the common stock of the Company (ii) 4,115,227 shares of common

stock of the Company which are subject to presently exercisable purchase warrants and (iii) 2,865,227 shares of common stock

of the Company which are subject to presently exercisable pre-funded purchase warrants.

There is a beneficial ownership limitation

on the warrants and prefunded warrants owned by the holder that limits beneficial ownership of the holder to 9.99% of the

number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable

upon exercise of the warrant at any time.

The beneficial ownership limitation can be increase by the holder by giving written

notice to the Company, but this will not take effect until 61 days after the delivery of the notice to the Company.

Capital Master Fund LTD is managed by Armistice Capital, LLC, its investment manager.

Steven Boyd, the managing member of Armistice Capital, LLC

has the sole voting and investment power over the securities held by Armistice Capital Master Fund LTD.

Mohan beneficially owns (i) indirectly 5,574 shares of Common Stock of Muscle Maker through various family members that reside

in the same household as Kevin Mohan and (ii) directly 130,963 shares of common stock of Muscle Maker of which 10,714

are subject to presently exercisable purchase warrants issued to Kevin Mohan.

Roper beneficial owns directly 100,000 shares of common stock of the Company for serving as the Chief Executive Officer

of the Company.

Groenewald beneficial owns directly 19,285 shares of common stock of the Company for serving as the Chief Financial Officer

of the Company.

Miller beneficial owns directly 32,142 shares of common stock of the Company for serving as Chief Operating Officer of the

Spanos beneficially owns directly 6,701 shares of common stock of the Company for serving as a director through the

second quarter of 2020.

Southall III beneficially owns (i) directly 104,095 shares of Common Stock of Muscle Maker, and (ii) directly 10,000

shares of Common Stock of Muscle Maker subject to presently exercisable purchase warrants issued to A.B.

Menchik beneficially owns (i) directly 52,930 shares of Common Stock of Muscle Maker, and (ii) directly 10,000 shares

of Common Stock of Muscle Maker subject to presently exercisable purchase warrants issued to Paul L.

Petrosian beneficially owns directly 10,022 shares of Common Stock of Muscle Maker issued for services rendered

as a board of director.

Carl beneficially owns directly 8,713 shares of Common Stock of Muscle Maker for services rendered as a board of director.

General (ret) Malcolm Frost beneficially owns directly 1,692 shares of Common Stock of Muscle Maker for services rendered

as a board of director.

Balatsos beneficially owns directly 3,206 shares of Common Stock of Muscle Maker for services rendered as a board of

There is a beneficial ownership limitation on

the warrants and prefunded warrants owned by the holder that limits beneficial ownership of the holder to 9.99% of the number of

shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock issuable upon exercise

of the warrant at any time.

The beneficial ownership limitation can be increase by the holder by giving written notice to the Company,

but this will not take effect until 61 days after the delivery of the notice to the Company.

Armistice Capital Master Fund LTD is

managed by Armistice Capital, LLC, its investment manager.

Steven Boyd, the managing member of Armistice Capital, LLC has the sole

voting and investment power over the securities held by Armistice Capital Master Fund LTD.

Based solely on the information provided

in Schedule 13G filed with the Securities and Exchange Commission dated February 14, 2022 by Armistice Capital, LLC.

Growth Funds, LP beneficial owns (i) 1,995,882 shares of the common stock of the Company, (ii) 2,888,085 shares of common stock of

the Company which are subject to presently exercisable purchase warrants and (iii) 438,085 shares of common stock of the Company

issuable upon the exercise of pre-funded warrants.

There is a beneficial ownership limitation on the warrants and prefunded warrants

owned by the holder that limits beneficial ownership of the holder to 9.99% of the number of shares of common stock outstanding immediately

after giving effect to the issuance of shares of common stock issuable upon exercise of the warrant at any time.

The beneficial ownership

limitation can be increase by the holder by giving written notice to the Company, but this will not take effect until 61 days after

the delivery of the notice to the Company.

Altium Growth Fund, LP is managed by Jacob Gottlieb who has the sole voting and investment

power over the securities held by Altium Growth Fund, LP.

Based solely on the information provided in Schedule 13G/A filed with the

Securities and Exchange Commission dated February 11, 2022 by Armistice Capital, LLC.

Holdings, LLC beneficially owns (i) 1,129,052 shares of common stock of the Company (ii) 850,750 shares of Common Stock of the Company

which are subject to presently exercisable purchase warrants.

The natural person with voting and investment control for Catalytic

Holdings, LLC is Dmitriy Shapiro.

Thoroughbred Diagnostics, LLC beneficially owns (i) 979,000 shares of common stock of Muscle Maker

(ii) 600,000 shares of common stock of Muscle Maker which are subject to presently exercisable purchase warrants.

The natural person

with voting and investment control for Thoroughbred Diagnostics, LLC is Joey Giamichael.

Mohan beneficially owns (i) indirectly 5,574 shares of common stock of the Company through various family members that reside in

the same household as Kevin Mohan and (ii) directly 130,963 shares of common stock of Muscle Maker of which 10,714 are subject to

presently exercisable purchase warrants issued to Kevin Mohan.

Roper beneficial owns directly 105,000 shares of common stock of the Company (i) 100,000 shares of Common stock of Muscle Maker

for serving as the Chief Executive Officer of the Company and (ii) 5,000 shares of common stock of the Company purchased on

the open market.

Infante beneficial owns directly 2,602 shares of common stock of the Company for serving as the Chief Marketing Officer of the Company.

Miller beneficial owns directly 32,142 shares of common stock of the Company for serving as Chief Operating Officer of the Company.

Spanos beneficially owns directly (i) 19,108 shares of common stock of the Company for serving as a director and (ii) 5,300 of the

common stock of through purchase on the open market.

Southall III beneficially owns (i) directly 114,915 shares of common stock of Muscle Maker, and (ii) directly 10,000 shares of common

stock of the Company subject to presently exercisable purchase warrants issued to A.B.

Southall III.

Menchik beneficially owns (i) directly 78,420 shares of common stock of Muscle Maker, and (ii) directly 10,000 shares of common

stock of the Company subject to presently exercisable purchase warrants issued to Paul L.

Carl beneficially owns directly 17,639 shares of common stock of the Company for services rendered as a board of director.

General (ret) Malcolm Frost beneficially owns directly (i) 11,656 shares of common stock of the Company for services rendered as

a board of director and (ii) 4,951 shares of common stock of the Company through purchases on the open market..

Balatsos beneficially owns directly 16,607 shares of common stock of the Company for services rendered as a board of director.

RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

and Procedures for Related Party Transactions

this offering, pursuant to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and

approving, prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations

this offering, pursuant to the written charter of our Audit Committee, the Audit Committee will be responsible for reviewing and approving,

prior to our entry into any such transaction, all related party transactions and potential conflict of interest situations involving:

of our directors, director nominees or executive officers;

6 unchanged sentences

otherwise prohibited by law, rule or regulation.

Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had

or expects to have a direct or indirect material interest.

Following its review, the Audit Committee will take such action as

it deems necessary and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending

to management how to proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement

or relationship with us.

Any member of the Audit Committee who is a related party with respect to a transaction under review will

not be permitted to participate in the discussions or evaluations of the transaction;

however, the Audit Committee member will

provide all material information concerning the transaction to the Audit Committee.

The Audit Committee will report its action

with respect to any related party transaction to the board of directors.

with American Restaurants, LLC or American Restaurant Holdings, Inc.

January 23, 2015, in connection with the acquisition of Muscle Maker Brands, we issued two promissory notes payable in the amount

of $400,000 (“MM Note”) and $204,000 (“MMB Note”), respectively.

MM Note includes interest imputed at

the rate of 0.41% per annum and is payable in three installments with the final installment due eighteen months after the closing

date of the Acquisition of Muscle Maker Brands.

MMB Note was secured by the assets of Colonia, bore no stated interest and was

due on March 9, 2015.

January 23, 2015, Muscle Maker issued 619,897 shares of Common Stock to American Restaurant Holdings in exchange for cash of $3,645,000

and an obligation to repay an aggregate of $604,000 of principal due under MM Note and MMB Note.

March 9, 2015, the American Restaurant Holdings repaid MMB Note in full.

On July 21, 2015, January 23, 2016 and July 23, 2016,

installments of $100,000, $150,000 and $150,000 were repaid on the balance of MM Note by the American Restaurant Holdings.

of July 23, 2016, there is no balance outstanding related to MM Note.

December 31, 2015, we issued a promissory note in the amount of $1,082,620 to American Restaurant (the “2015 ARH Note”).

The note bore no stated interest or maturity date and was convertible into shares of Common Stock of Muscle Maker at a conversion

price of $32.69 per share.

On March 14, 2017, American Restaurant Holdings elected to convert the 2015 ARH Note in the principal

amount of $1,082,620 into 33,141 shares of Common Stock of Muscle Maker at a conversion price of $32.69 per share.

the period from January 1 through December 15, 2016, we received $2,621,842 of advances from the American Restaurant Holdings.

The payable due to the American Restaurant Holdings as a result of these advances was exchanged for a convertible promissory note

in the amount of $2,621,842 (the “2016 ARH Note”).

The 2016 ARH Note had no stated interest rate or maturity date

and was convertible into shares of the Common Stock of Muscle Maker at a conversion price of $26.11 per share at a time to be

determined by the lender.

The 2016 American Restaurant Holdings Note included a three-year warrant for the purchase of 35,113

shares of our common stock at an exercise price of $65.31 per share.

On March 14, 2017, the American Restaurant Holdings elected

to convert the 2016 ARH Note into 100,325 shares of Common Stock of Muscle Maker.

February 15, 2017, we issued a promissory note in the amount of $980,949 (the “First 2017 ARH Note”) and on March

15, 2017, MMI issued a promissory note in the amount of $338,834 (the “Second 2017 ARH Note”), both to ARH.

2017 ARH Note and the Second 2017 ARH Note bear no stated interest rate or maturity date and are convertible into 37,536 and 10,372

shares of our common stock at a conversion price of $26.11 per share and $32.69 per share, respectively, at a time to be determined

by the Former Parent.

On March 14, 2017, the American Restaurant Holdings elected to convert the First 2017 ARH Note into 37,536

shares of our common stock.

First 2017 ARH Note and the Second 2017 ARH note include a three-year warrant for the purchase of 13,137 and 2,256 shares, respectively,

of Muscle Maker common stock at an exercise price of $65.31 per share.

The warrants issued in connection with the First 2017 ARH

Note and the Second 2017 ARH note had a grant date value of $122,820 and $23,120, respectively.

Muscle Maker allocated the proceeds

to the First 2017 ARH Note and the Second 2017 ARH and related warrants based on the relative fair values at the time of issuance,

resulting in an effective conversion price of $22.89 and $30.45 per share, respectively.

The fair value of Muscle Maker common

stock on the dates the notes were issued was $50.05 per share, creating an intrinsic value of $27.16 and $19.60 per share, respectively.

March 14, 2017, American Restaurant Holdings elected to convert aggregate principal of $4,685,411 under the 2015 ARH Note, the

2016 ARH Note and the First 2017 ARH Note into an aggregate 171,003 shares of Muscle Makers common stock.

July 18, 2017, we issued a convertible promissory note (the “Third 2017 ARH Note”) to American Restaurant Holdings

in exchange for cash proceeds of $336,932.

The Third 2017 ARH Note has no stated interest rate or maturity date and is convertible

into shares of our common stock at a conversion price of $52.29 per share at a time to be determined by the lender.

2017 ARH Note includes a three-year warrant for the purchase of 2,256 shares of our common stock at an exercise price of $65.31

September 19, 2017, American Restaurant Holdings elected to convert aggregate principal of $675,766 under the Second 2017 ARH

Note and the Third 2017 Note into an aggregate 16,818 shares of Muscle Makers common stock.

April 6, 2018, we issued a $475,000 convertible promissory note (the “2018 ARH Note”) to American Restaurant Holdings.

The 2018 ARH Note has no stated interest rate or maturity date and is convertible into shares of Muscle Makers common stock at

a conversion price of $3.50 per share at a time to be determined by the lender.

April 11, 2018, American Restaurant Holdings elected to partially convert the 2018 ARHI Note for the principal of $392,542 into

112,154 shares of our common stock.

2015 ARH Note, 2016 ARH Note, First 2017 ARH Note, Second 2017 ARH Note, Third 2017 ARH Note and 2018 ARH Note are together, the

“ARH Notes”.

Audit Committee will review each such transaction, arrangement or relationship to determine whether a related party has, has had or expects

to have a direct or indirect material interest.

Following its review, the Audit Committee will take such action as it deems necessary

and appropriate under the circumstances, including approving, disapproving, ratifying, canceling or recommending to management how to

proceed if it determines a related party has a direct or indirect material interest in a transaction, arrangement or relationship with

Any member of the Audit Committee who is a related party with respect to a transaction under review will not be permitted to participate

in the discussions or evaluations of the transaction;

however, the Audit Committee member will provide all material information concerning

the transaction to the Audit Committee.

The Audit Committee will report its action with respect to any related party transaction to the

board of directors.

with Officers, Directors and Executives of Muscle Maker

September 21, 2017, we granted 765 shares of common stock under our Muscle Maker 2017 Stock Option and Stock Issuance Plan to

each of our six directors of Muscle Maker (4,591 shares of common stock in the aggregate) at a value of $65.31 per share.

share grants are subject to graduated vesting in the following installments on each of the following dates:

(i) 66.666% as of

the date of grant and (ii) 8.333% as of (a) October 1, 2017, (b) November 1, 2017, (c) December 1, 2017, and (d) January 1, 2018.

May 1, 2018, Muscle Maker board of directors agreed to issue 14,285 shares of common stock upon a Public Offering of at least

$3,000,000, to Michael Roper, our Chief Executive Officer, as part of his initial employment agreement.

Roper is also eligible

to receive 14,285 restricted common stock awards on each anniversary of his employment date during the employment contract period

as well as up to 35,714 additional restricted common stock awards upon the successful completion of an initial public offering

of at least $5,000,000.

In addition, pursuant to board approval on June 29, 2019, Mr.

Roper is entitled to 35,714 shares of our

common stock that will be issued upon a Public Offering of at least $3,000,000.

April 2019, we repaid other notes payable in the aggregate principal amount of $710,000, of which $435,000 belong to related parties.

In addition, we issued 84,427 of our common stock as payment for the interest incurred on the other notes payable repaid in the

aggregate amount of $590,989.

May 14, 2019, we issued a $91,000 promissory note to a related party.

The note has a stated interest rate of 15% over the original

term of one year with monthly interest payments.

The note becomes due in one year or the first day our common stock trades publicly

on an exchange.

June 29, 2018, Muscle Maker board of directors agreed to issue Kevin Mohan and Michael Roper an additional 35,714 restricted common

stock awards.

These stock awards was issued upon the successful completion of an initial public offering.

September 26, 2018, we rehired Ferdinand Groenewald as our Chief Financial Officer and entered into an Employment Agreement with

Pursuant to the agreement, Mr.

Groenewald will be employed as our Chief Financial Officer for a period of two

years unless earlier terminated pursuant to the terms of the agreement.

During the term of the agreement, Mr.

Groenewald will

be entitled to a base salary at the annualized rate of $150,000 and will be eligible for a discretionary performance cash bonuses

which will include $10,000 upon completion of the audit for the year ended December 31, 2017 and $25,000 and up to 1,428 shares

of common stock upon completion of a public offering of not less than $3 million together with listing on a national exchange

(the “Public Offering”), which may be increased to 3,571 shares of common stock in the event $5 million is raised.

Groenewald’s salary will increase to $175,000 upon closing of the Public Offering.

Groenewald is also eligible to

participate in employee benefits plans as we may institute from time to time that are available for full-time employees.

pursuant to board approval, Mr.

Groenewald was issued 15,714 shares of our common stock upon closing of the IPO.

On August 11,

Groenewald agreed to cancel 19,285 shares of common stock previously issued to him and waived all rights to equity compensation

provided under his employment agreement.

September 26, 2018, we appointed Kenneth Miller as our Chief Operating Officer and entered into an Employment Agreement with Mr.

Pursuant to the agreement, Mr.

Miller will be employed as our Chief Operating Officer for a period of two years unless

earlier terminated pursuant to the terms of the agreement.

During the term of the agreement, Mr.

Miller will be entitled to a

base salary at the annualized rate of $200,000, which will be increased to $275,000 upon successful closing of the Public Offering.

Miller is also entitled to 14,285 shares of our common stock that will be issued upon a Public offering of at least $3,000,000.

Miller is eligible for a discretionary performance cash and equity bonuses which will include cash of $50,000.

was issued 14,285 shares of our common stock upon closing of the IPO.

In addition, Mr.

Miller was paid a discretionary performance

cash and equity bonuses including cash of $50,000 and 17,857 shares of common stock upon completion of the IPO.

also eligible to participate in employee benefits plans as we may institute from time to time that are available for full-time

On August 11, 2020, Mr.

Miller agreed to cancel 32,142 shares of common stock previously issued to him and waived all

rights to equity compensation provided under his employment agreement

October 26, 2018, we entered into an Employment Agreement with Michael Roper, which replaced his employment agreement from May

Pursuant to the Employment Agreement, Mr.

Roper will continue to be employed as our Chief Executive Officer for a period

of two years unless earlier terminated pursuant to the terms of the agreement.

The Employment Agreement will be automatically

extended upon listing our common stock on a national exchange and raising $3,000,000 (the “IPO”).

During the term

of the Employment Agreement, Mr.

Roper will be entitled to a base salary at the annualized rate of $250,000, which was increased

to $275,000 upon achieving various milestones required by the Investors that participated in the September 2018 Offering and will

be increased to $350,000 upon our completing the IPO.

Roper will be eligible for a discretionary performance bonus to be paid

in cash or equity, provided, however, no cash bonus will be paid until the closing of the IPO.

Roper was paid $100,000 bonus

upon closing of the IPO.

Roper was also issued 14,285 shares of our common stock upon the closing of the IPO.

pursuant to board approval on June 29, 2019, Mr.

Roper was issued 35,714 shares of our restricted common stock awards upon closing

In addition, upon the closing of the IPO Mr.

Roper received 14,285 shares of common stock pursuant to his employment

Roper was issued an additional 35,714 pursuant to his employment agreement upon the closing of the IPO of at least

Roper’s common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our

On August 11, 2020, Mr.

Roper agreed to cancel 100,000 shares of common stock previously issued to him and waived all rights

to equity compensation provided under his employment agreement.

October 26, 2018, we entered into an Employment Agreement with Kevin Mohan.

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

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

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.

November 10, 2020 the Company authorized the issuance of an aggregate of 5,944 shares of common stock to the members of the board of

directors as compensation earned for the second and third quarter of 2020

December 4, 2020, the board of directors approved a new board compensation plan that would compensate the board members for their deferred

compensation for the fourth quarter 2020 through the third quarter of 2021.

The board members are eligible for cash compensation of $12,000

per year to be paid quarterly within 30 days of the close of each quarter.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8,000 in value of common stock

per year for service as director, $6,000 in value of shares of common stock per year for service on each committee and $4,000 in value

of shares of common stock per year for service as chair for such committee.

The number of shares to be issued would be based upon the

closing price of the last trading date of each calendar quarter.

The shares of common stock for committee service will be limited to

two committees.

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.

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.

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 of 2021.

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.

of December 31, 2021, the Company accrued a total of $39,573 related to board compensation for stock issuance and $18,000 for their portion

of cash compensation earned during the fourth quarter of 2021.

February 10, 2022, the Company entered into an Employment Agreement with Michael Roper effective February 14, 2022, which replaced his

prior employment agreement.

Pursuant to the Employment Agreement, Mr.

be engaged as our Chief Investment Officer for a period of two years unless earlier terminated pursuant to the terms of the agreement.

The Employment Agreement will be automatically extended upon the IPO.

Roper will continue to be employed as Chief Executive Officer of

the Company on an at will basis.

During the term of the Employment Agreement, Mr.

be entitled to a base salary at the annualized rate of $156,000, which will be increased to $175,000 upon the IPO.

be eligible for a discretionary performance bonus to be paid in cash following the closing of the IPO.

Mohan was paid $50,000

bonus upon closing of the IPO.

Mohan was also issued 28,571 shares of our common stock upon the closing of the IPO.

pursuant to board approval on June 29, 2019, Mr.

Mohan was issued 35,714 shares of our restricted common stock awards upon closing

Mohan’s common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our

On August 11, 2020, Mr.

Mohan agreed to cancel 64,285 shares of common stock previously issued to him and waived all rights

to equity compensation provided under his employment agreement.

Roper will be entitled to a base salary at the annualized

rate of $350,000, which will be increased to $375,000 upon the one-year anniversary.

Roper will be eligible for a discretionary

performance bonus to be paid in cash or equity.

Within 90 days of the effective date, the Company will issue Mr.

Roper stock options

to receive 100,000 shares of common stock which will vest over a term of five years.

Roper is terminated by the Company for any

reason other than cause, including termination without cause in connection with a change in control, Mr.

Roper will be entitled to a

severance package of 18 months of salary and health and dental benefits paid in accordance with the Company’s payroll schedule,

but subject to the execution of a valid release in favor of the Company and its related parties.

February 10, 2022, the Company and Kevin Mohan, Chief Investment Officer, entered a letter agreement providing that Mr.

Mohan will continue

to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $200,000 effective February 14, 2022.

Mohan will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days

of the effective date, the Company will issue Mr.

Mohan stock options to receive 75,000 shares of common stock which will vest over a

term of five years.

Mohan is terminated by the Company for any reason other than cause, including termination without cause in

connection with a change in control, he will be entitled to a severance package of six months of salary and health and dental benefits

paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in

favor of the Company and its related parties.

February 9, 2022, the Company and Kenn Miller, Chief Operations Officer, entered a letter agreement providing that Mr.

Miller will continue

to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $275,000 effective February 14, 2022.

Miller will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 75% of his salary.

Within 90 days

of the effective date, the Company will issue Mr.

Miller stock options to receive 50,000 shares of common stock which will vest over

a term of five years.

Miller is terminated by the Company for any reason other than cause, including termination without cause

in connection with a change in control, he will be entitled to a severance package of 12 months of salary and health and dental benefits

paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid release in

favor of the Company and its related parties.

February 9, 2022, the Company and Aimee Infante, Chief Marketing Officer, entered a letter agreement providing that Ms.

continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February 14,

Infante will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of her salary.

90 days of the effective date, the Company will issue Ms.

Infante stock options to receive 42,500 shares of common stock which will vest

over a term of five years.

Infante is terminated by the Company for any reason other than cause, including termination without

cause in connection with a change in control, she will be entitled to a severance package of six months of salary and health and dental

benefits paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a valid

release in favor of the Company and its related parties.

February 9, 2022, the Company and Ferdinand Groenewald, Chief Accounting Officer, entered a letter agreement providing that Mr.

will continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $175,000 effective February

Groenewald will be eligible for a discretionary performance bonus to be paid in cash or equity of up to 25% of his salary.

Within 90 days of the effective date, the Company will issue Mr.

Groenewald stock options to receive 25,000 shares of common stock which

will vest over a term of five years.

Groenewald is terminated by the Company for any reason other than cause, including termination

without cause in connection with a change in control, he will be entitled to a severance package of six months of salary and health and

dental benefits paid in accordance with the Company’s payroll schedule and insurance program, but subject to the execution of a

valid release in favor of the Company and its related parties.

have entered into indemnification agreements with each of our directors and entered into such agreements with certain of our executive

These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’

fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action

by or in our right, on account of any services undertaken by such person on behalf of our company or that person’s status

as a member of our Board of Directors to the maximum extent allowed under Nevada law.

These agreements require us, among other things, to indemnify these individuals for certain expenses (including attorneys’

fees), judgments, fines and settlement amounts reasonably incurred by such person in any action or proceeding, including any action by

or in our right, on account of any services undertaken by such person on behalf of our Company or that person’s status as a member

of our Board of Directors to the maximum extent allowed under Nevada law.

ACCOUNTANT FEES AND SERVICES .

LLP has served as our independent registered public accountants for the years ended December 31, 2020 and 2019.

following is a summary of the fees billed or expected to be billed to us by Marcum LLP, our independent registered public accountants,

for professional services rendered with respect to the fiscal years ended December 31, 2020 and 2019:

Kreit & Chiu CPA LLP (formerly known as Benjamin and Ko) has served as our independent registered public accountants for the year

ended December 31, 2021.

Marcum LLP has served as our independent registered public accountants for the year ended December 31, 2020.

following is a summary of the fees billed or expected to be billed to us by our independent registered public accountants, for professional

services rendered by Paris Kreit & Chiu CPA (formerly known as Benjamin and Ko) for the fiscal year ended December 31, 2021 and Marcum

LLP for the year ended December 31, 2020:

Audit fees (1)

1 unchanged sentence

All other fees (4)

Fees consist of fees billed and expected to be billed for services rendered for the audit of our consolidated financial statements

for the fiscal years ended December 31, 2020 and 2019 and in connection with the filing of multiple Forms S-1.

Fees consist of fees billed and expected to be billed for services rendered for the audit of our consolidated financial statements for

the fiscal years ended December 31, 2021 and 2020 and in connection with the filing of our Form 10-K, Form 10-Qs and multiple Forms S-1

and Forms S-3s.

Audit-Related

Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit

of our financial statements and are not reported under “Audit Fees.”

Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit of our

financial statements and are not reported under “Audit Fees.”

Fees consist of fees billed for professional services related to preparation of our U.S.

federal and state income tax returns

and tax advice.

Other Fees consist of fees billed for products and services provided by our independent registered public accountants, other

than those disclosed above.

Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public

accountants and approves in advance any services to be performed by the independent registered public accountants, whether audit-related

The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with

maintaining the independence of the independent registered public accountants.

The fees shown above were pre-approved either by

our Board or our Audit Committee.

federal and state income tax returns and

Other Fees consist of fees billed for products and services provided by our independent registered public accountants, other than

those disclosed above.

Audit Committee is responsible for the appointment, compensation and oversight of the work of the independent registered public accountants

and approves in advance any services to be performed by the independent registered public accountants, whether audit-related or not.

The Audit Committee reviews each proposed engagement to determine whether the provision of services is compatible with maintaining the

independence of the independent registered public accountants.

The fees shown above were pre-approved either by our Board or our Audit

AND FINANCIAL STATEMENT SCHEDULES.

of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s

Current Report on Form 8-K filed on November 14, 2019)

of Muscle Maker, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed

on November 14, 2019)

of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form

8-K filed on December 11, 2019)

of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation

(incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report

on Form 10-Q filed on November 16, 2020)

of Warrants to Purchase Common Stock –

September 2018 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s

Current Report on Form 8-K filed on November 6, 2018)

of Warrants to Purchase Common Stock - April 2019 Offering (incorporated by reference to Exhibit 4.2 to the Registrant’s

Current Report on Form 8-K filed on April 17, 2019)

of Representative’s Warrant (Incorporated by reference to the Form S-1 Registration Statement filed with the Securities

and Exchange Commission on November 26, 2019)

Equity Incentive Plan (Incorporated by reference to the Amendment No.

3 to the Form S-1 Registration Statement filed with

the Securities and Exchange Commission on January 10, 2020)

Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

Bylaws of Muscle Maker, Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 14, 2019)

Certificate of Change Pursuant to NRS 78.209 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 11, 2019)

Certificate of Amendment to Articles of Incorporation of Muscle Maker, Inc., a Nevada corporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 16, 2020)

Form of Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Pre-Funded Warrant to Purchase Common Stock dated April 9, 2021 (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated April 9, 2021 (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Warrant to Purchase Common Stock dated November 22, 2021 (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Form of Pre-Funded Warrant to Purchase Common Stock dated November 22, 2021(incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Form of Placement Agent Warrant to Purchase Common Stock issued to A.G.P./Alliance Global Partners dated November 22, 2021(incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

2021 Equity Incentive Plan

Maker 2017 Stock Option and Stock Issuance Plan and form of award agreements (incorporated by reference to Exhibit 6.1 to

Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

of Restricted Stock Agreement under Muscle Maker 2017 Stock Option and Stock Issuance Plan (incorporated by reference to Exhibit

6.5 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

and Assumption Agreement, dated August 25, 2017, between Muscle Maker Brands Conversion, Inc.

and Muscle Maker Development,

LLC (incorporated by reference to Exhibit 6.7 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September

of Conveyance, Transfer and Assigning of Assets and Assumptions of Obligations, dated September 15, 2017, between Muscle Maker,

and Muscle Maker Corp., LLC (incorporated by reference to Exhibit 6.8 to the Registrant’s Amendment No 1 to the

Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Agreement, between Muscle Maker and Ferdinand Groenewald (incorporated by reference to Exhibit 10.1 to the Registrant’s

Current Report on Form 8-K filed on October 22, 2018)

Agreement, between Muscle Maker and Ken Miller (incorporated by reference to Exhibit 10.2 to the Registrant’s Current

Report on Form 8-K filed on October 22, 2018)

Agreement between Michael Roper and Muscle Maker, Inc.

dated October 26, 2018 (incorporated by reference to Exhibit 10.3 to

the Registrant’s Current Report on Form 8-K filed on November 6, 2018)

Agreement between Kevin Mohan and Muscle Maker, Inc.

dated October 26, 2018 (incorporated by reference to Exhibit 10.4 to

the Registrant’s Current Report on Form 8-K filed on November 6, 2018)

Agreement between Aimee Infante and Muscle Maker, Inc.

dated May 6, 2019 (incorporated by reference to Exhibit 10.1 to the

Registrant’s Current Report on Form 8-K filed on May 10, 2019)

10.10&dagger;

of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report

on Form 8-K filed on May 10, 2019)

10.11±

Distribution Agreement between Muscle Maker Franchising LLC and Sysco Corporation dated June 1, 2011 (Incorporated by reference

to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on November 26, 2019)

10.12±

to Master Distribution Agreement between Muscle Maker Franchising LLC and Sysco Corporation dated October 17, 2017 (Incorporated

by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission on November 26, 2019)

of Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed

on December 10, 2019)

of Addendum to Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on

Form 8-K filed on December 10, 2019)

of Subsidiaries (Incorporated by reference to the Form S-1 Registration Statement filed with the Securities and Exchange Commission

on November 26, 2019)

Certification

of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley

Certification

of Chief Executive Officer pursuant to 18 U.S.C.

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

Certification

of Chief Financial Officer pursuant to 18 U.S.C.

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

Description of Securities

Muscle Maker 2017 Stock Option and Stock Issuance Plan and form of award agreements (incorporated by reference to Exhibit 6.1 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Form of Restricted Stock Agreement under Muscle Maker 2017 Stock Option and Stock Issuance Plan (incorporated by reference to Exhibit 6.5 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Assignment and Assumption Agreement, dated August 25, 2017, between Muscle Maker Brands Conversion, Inc.

and Muscle Maker Development, LLC (incorporated by reference to Exhibit 6.7 to Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Agreement of Conveyance, Transfer and Assigning of Assets and Assumptions of Obligations, dated September 15, 2017, between Muscle Maker, Inc.

and Muscle Maker Corp., LLC (incorporated by reference to Exhibit 6.8 to the Registrant’s Amendment No 1 to the Offering Statement Report on Form 1-A/A filed on September 21, 2017)

Form of Securities Purchase Agreement, dated April 7, 2021, between Muscle Maker, Inc.

and the Purchaser* (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Placement Agency Agreement between Muscle Maker, Inc.

and A.G.P./Alliance Global Partners dated April 6, 2021 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021)

Form of Securities Purchase Agreement, dated November 17, 2021, between Muscle Maker, Inc.

and the Purchasers*(incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Form of Registration Rights Agreement, dated November 17, 2021, between Muscle Maker, Inc.

and the Purchasers(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Placement Agency Agreement between Muscle Maker, Inc.

and A.G.P./Alliance Global Partners dated November 17, 2021(incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 22, 2021)

Employment Agreement between Muscle Maker, Inc.

and Michael Roper dated February 10, 2022 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Kevin Mohan dated February 10, 2022(incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Aimee Infante dated February 9, 2022 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Kenn Miller dated February 9, 2022 (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Letter Agreement between Muscle Maker, Inc.

and Ferdinand Groenewald dated February 9, 2022 (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on February 11, 2022)

Form of Director Agreement dated July 16, 2019 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on May 10, 2019)

Form of Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2019)

Form of Addendum to Conversion Agreement (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on December 10, 2019)

List of Subsidiaries

Consent of Paris Kreit & Chiu CPA LLP

Consent of Marcum LLP

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

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Chief Executive Officer pursuant to 18 U.S.C.

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

Certification of Chief Financial Officer pursuant to 18 U.S.C.

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

Certification of Chief Financial Accounting Officer pursuant to 18 U.S.C.

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

Instance Document*

Schema Document*

Calculation Linkbase Document*

XBRL Calculation Linkbase Document*

Definition Linkbase Document*

Label Linkbase Document*

XBRL Label Linkbase Document*

Presentation Linkbase Document*

Page Interactive Data File (embedded within the Inline XBRL document)

Includes management contracts and compensation plans and arrangements

10-K SUMMARY.

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report

to be signed on its behalf by the undersigned, thereunto duly authorized.

April 15, 2021

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

March 17, 2022

Executive Officer

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf

of the registrant and in the capacities and on the dates indicated.

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the

registrant and in the capacities and on the dates indicated.

Executive Officer, and

(Principal Executive Officer)

Ferdinand Groenewald

Jennifer Black

Financial Officer

Financial Officer and Principal Accounting Officer)

Financial Officer)

Ferdinand Groenewald

Accounting Officer

Accounting Officer)

Investment Officer and Chairman of the Board

4 unchanged sentences

FINANCIAL STATEMENTS

of Independent Registered Public Accounting Firm

of Independent Registered Public Accounting Firm 2021 (PCAOB ID:

year report of Independent Registered Public Accounting Firm 2020 (PCAOB ID:

Financial Statements

Sheets as of December 31, 2020 and 2019

of Operations for the years ended December 31, 2020 and 2019

of Changes in Stockholders’

Equity (Deficit) for the years ended December 31, 2020 and 2019

of Cash Flows for the years ended December 31, 2020 and 2019

to Consolidated Financial Statements

Balance Sheets as of December 31, 2021 and 2020

Statements of Operations for the years ended December 31, 2021 and 2020

Statements of Changes in Stockholders’ Equity for the years ended December 31, 2021 and 2020

Statements of Cash Flows for the years ended December 31, 2021 and 2020

Notes to Consolidated Financial Statements

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2021

To the Stockholders and Board of Directors

Muscle Maker, Inc.

of Directors and Shareholders

and Subsidiaries

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet s of Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December 31, 2020 and 2019, the

related consolidated statements of operations, changes in stockholders’

equity (deficit) and cash flows for each of the

two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of

December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in the period ended

December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph –

The accompanying financial statements have

been prepared assuming that the Company will continue as a going concern.

As more fully described in Note 1, the Company has incurred

significant losses and net cash used in operations and needs to raise additional funds to meet its obligations and sustain its

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

Management’s

plans in regards to these matters are also described in Note 1.

The financial statements do not include any adjustments that might

result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility

of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

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

We conducted our audit in accordance with

the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether

the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have,

nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required

to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the

effectiveness of the Company’s internal control over financial reporting.

on the Financial Statements

have audited the accompanying balance sheet of Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December 31, 2021,

and the related consolidated statements of operations, changes in stockholders’ equity and cash flows for the year then ended,

and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements

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

and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

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

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

financial statements based on our audit.

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

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

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

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the entity’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures

to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures

that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures

in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made

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

We believe that our audit provide a

reasonable basis for our opinion.

/s/ Marcum llp

We have served as the Company’s auditor

April 15, 2021

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

fraud, and performing procedures that respond to those risks.

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provides

a reasonable basis for our opinion.

Paris, Kreit & Chiu CPA LLP

Benjamin & Ko)

have served as Muscle Maker Inc.’s auditor since 2021.

YEAR REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 2020

the Stockholders and Board of Directors of

and Subsidiaries

on the Financial Statements

have audited the accompanying consolidated balance sheets of Muscle Maker, Inc.

and Subsidiaries (the “Company”) as of December

31, 2020, the related consolidated statements of operations , changes in stockholders’ equity and cash flows for the year

ended December 31, 2020, and the related notes (collectively referred to as the “financial statements”).

In our opinion,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020, and

the results of its operations and its cash flows for the year ended December 31, 2020, in conformity with accounting principles generally

accepted in the United States of America.

Paragraph – Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As more fully described

in Note 1, the Company has incurred significant losses and net cash used in operations and needs to raise additional funds to meet its

obligations and sustain its operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going

Management’s plans in regards to these matters are also described in Note 1.

The financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

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

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

financial statements based on our audits.

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

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

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

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

Those standards require that we plan and perform the audit to obtain

reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits,

we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

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

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

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

the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant

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

We believe that our audit provide

a reasonable basis for our opinion.

have served as the Company’s auditor from 2016 to May 2021.

LLP ■ 10 Melville Park Road ■ Melville, New York 11747 ■ Phone 631.414.4000 ■ Fax 631.414.4001 ■ marcumllp.com

AND SUBSIDIARIES

BALANCE SHEETS

Current Assets:

Accounts receivable,

net of allowance for doubtful accounts of $75,000 as of December 31, 2020 and December 31, 2019, respectively

Current portion of

loans receivable, net of allowance of $106,900 and $55,000 at December 31, 2020 and December 31, 2019, respectively

expenses and other current assets

Accounts receivable, net of allowance for doubtful accounts of $ 23,693 and $ 75,000 as of December 31, 2021 and December 31, 2020, respectively

Current portion of loans receivable, net of allowance of $ 71,184 and $ 106,900 at December 31, 2021 and 2020, respectively

Prepaid expenses and other current assets

Total Current Assets

Property and equipment,

Intangible assets,

Loans receivable,

deposits and other assets

Liabilities and Stockholders’

Property and equipment, net

Intangible assets, net

Loans receivable, non-current

Security deposits and other assets

Liabilities and Stockholders’ Equity

Current Liabilities:

Accounts payable and

accrued expenses

Convertible note

payable to Former Parent

Convertible notes

payable, net of debt discount of $0 and $38,918 at December 31, 2020 and December 31, 2019

Other notes payable

Accounts payable and accrued expenses

Convertible note payable to Former Parent

Convertible note payable

Other notes payable

related party

Deferred revenue,

Deferred revenue, current

Deferred rent, current

current liabilities

Other current liabilities

Total Current Liabilities

Convertible notes

Other notes payable

Deferred revenue,

rent, non-current

Deferred revenue, non-current

Deferred rent, non-current

Total Liabilities

Commitments and Contingencies

Stockholders’

Common stock, $0.0001

par value, 25,000,000 shares authorized, 11,725,764 and 5,714,464 shares issued and outstanding as of December 31, 2020, and

December 31, 2019, respectively

Additional paid-in

Stockholders’

Liabilities and Stockholders’

Stockholders’ Equity:

Common stock, $ 0.0001 par value, 50,000,000 shares authorized, 26,110,268 and 11,725,764 shares

issued and outstanding as of December 31, 2021, and December 31, 2020, respectively

Additional paid-in capital

Accumulated deficit

( 71,369,837 )

( 63,193,707 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Notes to the Consolidated Financial Statements

1 unchanged sentence

STATEMENTS OF OPERATIONS

the Years Ended

restaurant sales, net of discounts

Franchise royalties

advertising fund contributions

For the Years Ended

Company restaurant sales, net of discounts

Franchise royalties and fees

Franchise advertising fund contributions

Other revenue

Total Revenues

Operating Costs and Expenses:

Restaurant operating

Food and beverage

Restaurant operating expenses:

Total restaurant operating

Impairment of intangible

Depreciation and

Food and beverage costs

Other restaurant operating expenses

Total restaurant operating expenses

Impairment of intangible asset

Impairment of goodwill

Depreciation and amortization

Franchise advertising fund expenses

Preopening expenses

Franchise advertising

fund expenses

and administrative expenses

Costs and Expenses

General and administrative expenses

Total Costs and Expenses

Loss from Operations

Other Expenses:

Interest expense,

Change in fair value

of accrued compensation

Inducement expense

related to convertible notes

Warrant modification

of debt discounts

Other Expenses, Net

( 9,472,671 )

( 9,957,449 )

Other Expenses (Income):

Interest income, net

Change in fair value of accrued compensation

Gain on debt extinguishment

Amortization of debt discounts

Total Other Expenses, Net

Loss Before Income Tax

tax provision

( 8,176,130 )

( 10,099,105 )

Income tax provision

$ ( 8,176,130 )

$ ( 10,099,105 )

Net Loss Per Share:

Weighted Average Number of Common Shares

Basic and Diluted

Weighted Average Number of Common Shares Outstanding:

Basic and Diluted

Notes to the Consolidated Financial Statements

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Balance - December 31, 2020

1 unchanged sentence

Issuance of restricted stock

Common stock issued upon offering on February 12, 2020, net of underwriter’s

discount and offering costs of $920,000

Restricted common stock issued as compensation to executive team upon

completion of the initial public offering

Common stock issued as compensation to board of directors

Common stock issued as compensation for services

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs

Common stock issued upon offering on February 12, 2020, net of underwriter's discount and offering costs, shares

Common stock issued in exchange for accrued interest

Common stock issued in exchange for accrued interest, shares

Restricted common stock cancelled by executive team

Restricted Common stock cancelled by executive team, shares

Common stock issued as compensation for services as part of settlement

Common stock issued as compensation for services as part of settlement, shares

Common stock cancelled by consultant issued for prior services

Offering on September 10, 2020, net of underwriter’s discount and

offering cost of $660,000

Over-allotment exercised on October 27, 2020, net of underwriter’s

discount and offering cost of $75,600

Common stock cancelled by consultant issued for prior services, shares

Offering on September 10, 2020, net of underwriter’s discount and offering cost of $660,000

Offering on September 10, 2020, net of underwriter's discount and offering cost, shares

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost, shares

Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021

Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021, net of fees $ 790,000

Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021

Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021

Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021, net of fees $ 1,289,965

Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021

Restricted common stock issued as compensation to executives and employees

Common stock issued as compensation to board of directors

Common stock issued as compensation for services

Exercise of pre-funded warrants

Cancellation of share per agreement with shareholder

Common stock issued to investor

Amortization of restricted common stock

Stock-based compensation:

Restricted common stock

Warrants –

Issued as compensation for services

Cancelled by consultant for prior services

Stock-based compensation:

Warrants - Issued as compensation for services

Stock-based compensation:

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

( 8,176,130 )

4 unchanged sentences

AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’

(DEFICIT) EQUITY

STATEMENTS OF CHANGES IN STOCKHOLDERS’ (DEFICIT) EQUITY

Balance - December 31, 2019

$ ( 53,094,602 )

Beginning balance, value

$ ( 53,094,602 )

Cumulative effect of change in accounting principle

Issuance of restricted stock

Restricted stock issued as compensation for services

Beneficial conversion feature - Convertible Notes

Warrants issued and recorded as debt discount in connection with convertible

notes payable

Common stock issued in exchange for interest earned on other notes payable

Common stock issued in exchange for interest earned on convertible notes

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs of $ 920,000

Common stock issued upon offering on February 12, 2020, net of underwriter’s discount and offering costs

Restricted common stock issued as compensation to executive team upon completion of the initial public offering

Restricted common stock issued as compensation to executives and employees

Common stock issued as compensation to board of directors

Common stock issued as compensation for services

Conversion of convertible notes payable into common stock

Warrant modification

Common stock issued in exchange for accrued interest

Restricted common stock cancelled by executive team

( 1,083,893 )

( 1,083,915 )

Common stock issued as compensation for services as part of settlement

Common stock cancelled by consultant issued for prior services

Offering on September 10, 2020, net of underwriter’s discount and offering cost of $ 660,000

Offering on September 10, 2020, net of underwriter’s discount and offering cost

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost of $ 75,600

Over-allotment exercised on October 27, 2020, net of underwriter’s discount and offering cost

Stock-based compensation:

Amortization of restricted common stock

Restricted common stock

Stock-based compensation:

Restricted common stock

Warrants - Issued as compensation for services

Stock-based compensation:

Warrants - Issued as compensation for services

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

Warrants - Cancelled by consultant for prior services

Stock-based compensation:

( 10,099,105 )

2 unchanged sentences

$ ( 63,193,707 )

Ending balance, value

$ ( 63,193,707 )

Notes to the Consolidated Financial Statements

1 unchanged sentence

STATEMENTS OF CASH FLOWS

the Years Ended

Cash Flows from Operating

For the Years Ended

Cash Flows from Operating Activities

$ ( 8,176,130 )

$ ( 10,099,105 )

Adjustments to reconcile

net loss to net cash used in operating activities:

Depreciation and

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

Stock-based compensation

Inducement expense

related to convertible notes

Warrant modification

Impairment of intangible

Amortization of debt

Change in fair value

of compensation

Write off of property

and equipment

Gain on extinguishments of debt

( 1,228,308 )

Impairment of intangible asset

Impairment of goodwill

Amortization of debt discounts

Change in fair value of compensation

Write off of property and equipment

Bad debt expense

Changes in operating assets and liabilities:

Accounts receivable, net

Prepaid expenses and other current assets

( 1,748,425 )

Security deposits and other assets

Accounts payable and accrued expenses

Deferred rent

Changes in operating

assets and liabilities:

Accounts receivable

Prepaid expenses

and other current assets

Security deposits

and other assets

Accounts payable

and accrued expenses

Deferred revenue

current liabilities

Cash Used in Operating Activities

Cash Flows from Investing

Purchases of property

and equipment

Issuance of loans

Cash paid in connection

with the acquisition of Midtown

Cash paid in connection

with the acquisition of Bronx

Cash paid in connection

with the acquisition of Philadelphia

Collections from

loans receivable

from loans receivable - related party

Cash Used in Investing Activities

Cash Flows from Financing

Proceeds from offerings,

net of underwriter’s discount and

offering costs of $1,580,000

Proceeds from over-allotment,

net of underwriter’s discount and offering costs of $75,600

Proceeds from PPP

Repayments of convertible

Proceeds from other

notes payable - related party

Proceeds from convertible

notes payable

Proceeds from convertible

notes payable - related parties

Repayments of convertible

notes payable - related party

Repayments of other

notes payable - related parties

Repayments of other

notes payables

from other notes payable

Cash Provided by Financing Activities

Other current liabilities

Total Adjustments

Net Cash Used in Operating Activities

( 6,392,711 )

( 7,785,873 )

Cash Flows from Investing Activities

Purchases of property and equipment

Cash paid in connection with the acquisition of SuperFit Foods

Cash paid in connection with the acquisition of Pokemoto, net of cash acquired

( 2,815,390 )

Cash paid in connection with the acquisition of Philadelphia

Cash paid in connection with the acquisition

Collections from loans receivable

Net Cash Used in Investing Activities

( 3,575,809 )

Cash Flows from Financing Activities

Proceeds from offerings, net of underwriter’s discount and offering costs of $ 1,580,000

Proceeds from over-allotment, net of underwriter’s discount and offering costs of $ 75,600

Proceeds from PPP loan

Repayments of convertible note payable

Proceeds from Private Placement Offering, net of underwriter’s discount and offering costs of $ 2,079,965

Proceeds from exercise of pre-funded warrants

Cash paid in connection with cancellation of shares

Repayments of other notes payable - related parties

Repayments of other notes payables

( 1,280,432 )

Proceeds from other notes payable

Net Cash Provided by Financing Activities

Net Increase in Cash

3 unchanged sentences

& SUBSIDIARIES

STATEMENTS OF CASH FLOWS –

the Years Ended

Supplemental Disclosures

of Cash Flow Information:

paid for interest

Supplemental disclosures

of non-cash investing and financing activities

conversion feature

issued in connection with convertible debt

stock issued in exchange for interest earned on convertible notes payable

of restricted stock

stock issued in exchange for interest earned on other notes payable

stock issued in exchange for accrued interest

of Chelsea NY –

loans receivables settled as consideration for the acquisition of Chelsea

STATEMENTS OF CASH FLOWS – CONTINUED

For the Years Ended

Supplemental Disclosures of Cash Flow Information:

Cash paid for interest

Supplemental disclosures of non-cash investing and financing activities

Common stock issued in exchange for accrued interest

Acquisition of Chelsea NY - loans receivable settled as consideration for the acquisition of Chelsea

& SUBSIDIARIES

to Consolidated Financial Statements

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS

(“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019.

1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

(“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019.

MMI was a wholly owned subsidiary

of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on

November 13, 2019 with MMI as the surviving entity.

MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle

Maker Corp, LLC (“MMC”) and Muscle Maker USA, Inc (“Muscle USA”).

MMD was formed on July 18, 2017, in

the State of Nevada for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker

Grill name and business system to qualified franchisees.

MMC was formed on July 18, 2017, in the State of Nevada for the purpose

of developing new corporate stores and operating new and existing corporate stores of MMI.

Muscle USA was formed on March 14,

2019 in the State of Texas for the purpose of opening additional new corporate stores.

of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on November

13, 2019 with MMI as the surviving entity.

MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle Maker Corp, LLC

(“MMC”) and Muscle Maker USA, Inc (“Muscle USA”).

MMD was formed on July 18, 2017, in the State of Nevada for

the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system

to qualified franchisees.

MMC was formed on July 18, 2017, in the State of Nevada for the purpose of developing new corporate stores

and operating new and existing corporate stores of MMI.

Muscle USA was formed on March 14, 2019 in the State of Texas for the purpose

of opening additional new corporate stores.

Muscle Maker Development International.

LLC, a directly wholly owned subsidiary, which was formed in Nevada on November 13, 2020 to franchise the Muscle Maker Grill name

and business system to qualified franchisees internationally.

LLC, a directly wholly owned subsidiary, which was

formed in Nevada on November 13, 2020 to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally.

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, our restaurants feature freshly prepared

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

MMI operates in the fast-casual

restaurant segment.

is the owner of the trade name and service mark Muscle Maker Grill®, Healthy Joe’s and other trademarks and intellectual

property we use in connection with the operation of Muscle Maker Grill®

We license the right to use the Muscle

Maker Grill®

and Healthy Joe’s trademarks and intellectual property to our wholly-owned subsidiaries, MMD, MMC and Muscle

USA, and to further sublicense them to our franchisees for use in connection with Muscle Maker Grill®

and Healthy Joe’s

and its subsidiaries are hereinafter referred to as the “Company”.

Company operates under the name Muscle Maker Grill and is a franchisor and owner operator of Muscle Maker Grill and Healthy Joe’s

As of December 31, 2020, the Company’s restaurant system included sixteen company-owned restaurants, and sixteen

franchise restaurants.

In addition, the Company built four new locations on university campuses but due to Covid-19 restrictions

have not yet opened these locations but incurred expenses during the twelve months ended December 31, 2020.

Four of the company-owned

restaurants are delivery-only locations.

A Muscle Maker Grill restaurant offers quality food freshly prepared with the Company’s

proprietary recipes created with the guest’s health in mind.

The menu is protein based, and features various supplements,

health food snacks, along with a nutritious children’s menu and meal plans.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues

to spread throughout the United States.

In response to the COVID-19 outbreak, “shelter in place”

orders and other

public health measures have been implemented across much of the United States.

COVID-19 global pandemic continues to rapidly evolve.

The Company is continually monitoring the outbreak of COVID-19 and the related

business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial

position, cash flows, inventory, supply chains, purchasing trends, customer payments, and the industry in general, in addition

to the impact on its employees.

The pandemic has resulted in a negative impact on the Company’s operations during the year

ended December 31, 2020.

However, due to the rapid development and fluidity of this situation, the magnitude and duration of the

pandemic and its impact on the Company’s operations and liquidity is uncertain as of the date of this report.

could ultimately be an additional material impact on operations and liquidity of the Company, the full impact could not be determined,

as of the date of this report.

a result of the pandemic the Company has limited its operations through limiting hours of operations, reduced its capacity and

utilized a delivery only concept as mandated by each state and has temporarily closed five of our Company owned locations during

the second quarter of 2020.

In addition, the Company opened two new locations at the end of the third quarter on university campuses

that were subsequently temporarily closed due to the impact of COVID-19 on students returning to campuses.

As of the date of the

filing of this report the Company re-opened five of the seven temporarily closed locations and permanently closed two underperforming

Commencing in the second quarter of 2020 the Company provided royalty relief to its franchisee locations

by deferring half of their royalties earned by the Company through July 2020.

The Company has not attempted to collect

the deferred royalties as of the date of the filing of this report as we provide time for franchise location to fully recover

to pre-pandemic conditions.

The executive team deferred a portion of their salaries in 2020 and some members continue to

defer salary as of the date of the filing of this report.

In addition, various franchisee locations had to take similar actions

by temporarily closing their locations and limiting their operations as mandated by each state.

As of the date of the filing of

this report seven of the franchise locations have permanently closed.

& SUBSIDIARIES

to Consolidated Financial Statements

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS, GOING CONCERN AND MANAGEMENT’S PLANS, Continued

Concern and Management’s Plans

of December 31, 2020, the Company had a cash balance, a working capital surplus and an accumulated deficit of $4,195,932, $1,383,568, and $63,193,707,

respectively.

During the year ended December 31, 2020, the Company incurred a pre-tax net loss of $10,099,105 and net cash used in operations of $7,785,873.

conditions indicate that there is substantial doubt about the Company’s ability to continue as a going concern for at

least one year from the date of the issuance of these consolidated financial statements.

management believes that the Company has access to capital resources, there are no commitments in place for new financing as of

the date of the issuance of these consolidated financial statements and there can be no assurance that the Company will be able

to obtain funds on commercially acceptable terms, if at all.

The Company expects 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, the Company

may be required to raise additional funds through equity or debt financing.

However, there can be no assurance that the Company

will be successful in securing additional capital.

If the Company is unsuccessful, the Company may need to (a) initiate cost reductions;

(b) forego business development opportunities;

accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted

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

GAAP”), which contemplate continuation of the Company as a going concern and

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

The carrying amounts of assets

and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement

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

REVERSE STOCK SPLITS

December 11, 2019, pursuant to authority granted by the stockholders of the Company, the Company implemented a 1-for-7 reverse

split of the Company’s issued common stock (the “Third Reverse Split”).

All share and per share information

has been retroactively adjusted to reflect the Third Reverse Split for all periods presented.

In addition, our restaurants feature freshly prepared entrée

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

MMI operates in the fast-casual restaurant segment.

is the owner of the trade name and service mark Muscle Maker Grill®, Healthy Joe’s and other trademarks and intellectual property

we use in connection with the operation of Muscle Maker Grill® restaurants.

We license the right to use the Muscle Maker Grill®

and Healthy Joe’s trademarks and intellectual property to our wholly-owned subsidiaries, MMD, MMC and Muscle USA, and to further

sublicense them to our franchisees for use in connection with Muscle Maker Grill® and Healthy Joe’s restaurants.

March 25, 2021, MMI acquired the assets of SuperFit Foods, a subscription based fresh-prepared meal prep business located in Jacksonville,

With this acquisition, we are also the owner of the trade name SuperFit Foods that we use in connection with the operations

of SuperFit Foods.

In 2020 SuperFit Foods produced overs 220,000 fresh-prepared meals.

SuperFit Foods is differentiated from other meal

prep services by allowing customers in the Jacksonville Florida market to order online via the Company’s website or mobile app

and pick up their fully prepared meals from 28 Company-owned coolers located in gyms and wellness centers.

May 14, 2021, MMI acquired PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises,

LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”), a healthier modern culinary

twist on the traditional Hawaiian poke classic.

Pokemoto had thirteen locations in four states – Connecticut, Rhode Island, Massachusetts,

and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade

tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere.

The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all ages.

Customers can dine in-store

or order online via third party delivery apps for contactless delivery.

and its subsidiaries are hereinafter referred to as the “Company”.

of December 31, 2021, MMI consisted of three operating segments:

Maker Grill Division

Foods Division

& SUBSIDIARIES

to Consolidated Financial Statements

1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS

Company operates under the name Muscle Maker Grill, Pokemoto and SuperFit Foods and is a franchisor and owner operator of Muscle Maker

Grill, Healthy Joe’s and Pokemoto restaurants.

As of December 31, 2021, the Company’s restaurant system included twenty-two

Company-owned restaurants, including the SuperFit Foods kitchen, and twenty franchise restaurants.

March 2020, the World Health Organization declared the outbreak of a novel coronavirus (COVID-19) as a pandemic which continues to spread

throughout the United States.

In response to the COVID-19 outbreak, “shelter in place” orders and other public health measures

have been implemented across much of the United States.

COVID-19 global pandemic continues to rapidly evolve.

The Company is continually monitoring the outbreak of COVID-19 and the related

business and travel restrictions and changes to behavior intended to reduce its spread, and its impact on operations, financial position,

cash flows, inventory, supply chains, labor shortages resulting from various factors including mandatory vaccination requirements, purchasing

trends, customer payments, and the industry in general, in addition to the impact on its employees.

The pandemic has resulted in a negative

impact on the Company’s operations during the year ended December 31, 2020 and continued into the year ended December 31, 2021.

However, due to the rapid development and fluidity of this situation, the magnitude and duration of the pandemic and its impact on the

Company’s operations and liquidity is uncertain as of the date of this report.

While there could ultimately be an additional material

impact on operations and liquidity of the Company, the full impact could not be determined, as of the date of this report.

primary source of liquidity is cash on hand.

As of December 31, 2021, the Company had a cash balance, a working capital surplus and an

accumulated deficit of $ 15,766,703 , $ 15,041,334 , and $ 71,369,837 , respectively.

During the year ended December 31, 2021, the Company

incurred a pre-tax net loss of $ 8,176,130 and net cash used in operations of $ 6,392,711 .

The Company believes that our existing cash

on hand and future cash flows from our franchise operations, will be sufficient to fund our operations, anticipated capital expenditures

and repayment obligations over the next twelve months.

2 – SIGNIFICANT ACCOUNTING POLICIES

2 unchanged sentences

Any intercompany transactions and balances have been eliminated in consolidation.

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.

Reclassifications

prior year balances have been reclassified in order to conform to current year presentation.

These reclassifications have no effect on

the previously reported results of operations or loss per share.

& SUBSIDIARIES

1 unchanged sentence

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

of Estimates, continued

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.

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:

4 unchanged sentences

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.

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.

3 unchanged sentences

which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies.

determined using the first-in, first out method.

Cost is determined

using the first-in, first out method.

and Equipment

and equipment are stated at cost less accumulated depreciation and amortization.

Major improvements are capitalized, and minor

replacements, maintenance and repairs are charged to expense as incurred.

Depreciation and amortization are calculated on the

straight-line basis over the estimated useful lives of the assets.

Leasehold improvements are amortized over the shorter of the

estimated useful life or the lease term of the related asset.

Major improvements are capitalized, and minor replacements,

maintenance and repairs are charged to expense as incurred.

Depreciation and amortization are calculated on the straight-line basis over

the estimated useful lives of the assets.

Leasehold improvements are amortized over the shorter of the estimated useful life or the lease

term of the related asset.

The estimated useful lives are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

and equipment

2 unchanged sentences

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

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

accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives.

The Company’s 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

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

In accordance

with ASC 350, the Company does not amortize intangible assets having indefinite useful lives.

The Company’s 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.

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 a trademark with an indefinite useful life.

The other intangible assets estimated original useful lives are

SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES

Franchisee agreements

Franchise license

Trademark – SuperFit, Trademark – Pokemoto

Domain name, customer list and

Proprietary recipes

Non-compete agreement

of Long-Lived Assets

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

Company performs 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.

Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify

as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”).

The accounting treatment of derivative financial

instruments requires that the Company record embedded conversion options and any related freestanding instruments at their fair

values as of the inception date of the agreement and at fair value as of each subsequent balance sheet date.

Any change in fair

value is recorded as non-operating, non-cash income or expense for each reporting period at each balance sheet date.

reassesses the classification of its derivative instruments at each balance sheet date.

If the classification changes as a result

of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

conversion options and any related freestanding instruments are recorded as a discount to the host instrument.

the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion

feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion

price of the instrument.

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

performs 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.

& SUBSIDIARIES

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2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Instruments, continued

of December 31, 2020 and December 31, 2019, the Company did not have any derivative liabilities on its balance sheets.

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:

Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative

financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”)

Accounting Standards Codification (“ASC”).

the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion

feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price

of the instrument.

of December 31, 2021 and December 31, 2020, the Company deemed the conversion feature was not required to be bifurcated and

recorded as a derivative liability.

Company’s revenues consist of restaurant sales, franchise royalties and fees, franchise advertising fund contributions, and other

The Company recognized revenues according to Topic 606 “Revenue from Contracts with Customers”.

Under the 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;

(2) identifying

the performance obligations in the contract;

(3) determining the transaction price;

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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 as of January 1, 2019.

on Financial Statements

following table summarized the impact of the adoption of the new revenue standard on the Company’s previously reported consolidated

financial statements:

Revenue Standard Adjustment

Deferred revenues

Accumulated deficit

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

In applying this five-step model,

we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and

which represent separate performance obligations.

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

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.

The Company recorded retail store revenues of $ 9,320,920 and $ 3,672,944 during the years ended December

31, 2021 and 2020, respectively.

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

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

1 unchanged sentence

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

The Company recognizes the royalties as the underlying sales occur.

Company recognizes the royalties as the underlying sales occur.

The Company recorded revenue from royalties of $ 434,849 and $ 331,694

$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.

during the years ended December 31, 2021 and 2020, respectively, which is included in franchise royalties and fees on the accompanying

consolidated statements of operations.

& SUBSIDIARIES

2 unchanged sentences

Royalties and Fees, continued

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.

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.

The 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 $ 263,215

and $ 277,255 during the years ended December 31, 2021 and 2020, 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.

1 unchanged sentence

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

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

The Company recorded revenue from rebates of $ 80,117 and $ 130,501 during the years ended December 31, 2021 and 2020, 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.

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.

& SUBSIDIARIES

to Consolidated Financial Statements

SIGNIFICANT ACCOUNTING POLICIES, continued

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.

costs are charged to expense as incurred.

Advertising costs were approximately $175,378 and $34,119 for the years ended December

31, 2020 and 2019, are included in general and administrative expenses in the accompanying consolidated statements of operations.

Loss per Share

loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common

shares outstanding during the period.

Diluted loss per common share is computed by dividing net loss attributable to common stockholders

by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting

from the exercise of warrants, options or the conversion of convertible notes payable.

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 expenses.

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.

recorded contributions from franchisees of $ 188,539 and $ 61,053 , respectively, during the years ended December 31, 2021 and 2020, which

are included in franchise advertising fund contributions on the accompanying consolidated statements of operations.

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.

Gift card liability is recorded in other current

liabilities on the consolidated balance sheet.

The Company recorded $ 61,996

gift card breakage for the year ended December

For the year ended December 31, 2020, the Company did not record any gift card breakage.

& SUBSIDIARIES

1 unchanged sentence

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Loss per Share, continued

following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2020 and 2019,

respectively, because their inclusion would have been anti-dilutive:

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.

costs are charged to expense as incurred.

Advertising costs were approximately $ 134,073 and $ 175,378 for the years ended December 31,

2021 and 2020, and are included in general and administrative expenses in the accompanying consolidated statements of operations.

Loss per Share

loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares

outstanding during the period.

Diluted loss per common share is computed by dividing net loss attributable to common stockholders by

the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the

exercise of warrants, options or the conversion of convertible notes payable.

following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2021 and 2020, respectively,

because their inclusion would have been anti-dilutive:

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE

Convertible debt

potentially dilutive shares

Total potentially dilutive shares

Company engages various vendors to distribute food products to their Company-owned restaurants.

Purchases from the Company’s

largest supplier totaled 87% and 83% of the Company’s purchases for the years ended December 31, 2020 and 2019, respectively.

Purchases from the Company’s largest

supplier totaled 54 % and 87 % of the Company’s purchases for the years ended December 31, 2021 and 2020, respectively.

Value of Financial Instruments

Company measures the fair value of financial assets and liabilities based on the guidance of the Financial Accounting Standards

Board (“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”

(“ASC 820”).

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price)

in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants

on the measurement date.

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable

inputs and minimize the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may

be used to measure fair value:

Company measures the fair value of financial assets and liabilities based on the guidance of the Financial Accounting Standards Board

(“FASB”) Accounting Standards Codification (“ASC”) 820 “Fair Value Measurements and Disclosures”

820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the

principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement

ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize

the use of unobservable inputs when measuring fair value.

ASC 820 describes three levels of inputs that may be used to measure fair value:

& SUBSIDIARIES

to Consolidated Financial Statements

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Value of Financial Instruments, continued

1 — quoted prices in active markets for identical assets or liabilities

2 unchanged sentences

carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments.

amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which

include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants,

are comparable to rates of returns for instruments of similar credit risk.

Note 15 –

Equity –

Warrant and Options Valuation for details related to accrued compensation liability being fair

valued using Level 1 inputs.

Company accounts 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.

The carrying amounts

of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual

interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates

of returns for instruments of similar credit risk.

Note 16 – Equity – Warrant and Options Valuation for details related to accrued compensation liability being fair valued

using Level 1 inputs.

Company accounts 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 the Company’s 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

Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows.

The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date.

Company’s 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.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award

is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete.

The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award,

usually the vesting period.

& SUBSIDIARIES

1 unchanged sentence

2 – SIGNIFICANT ACCOUNTING POLICIES, continued

Taxes, continued

benefits claimed or expected to be claimed on a tax return are recorded in the Company’s 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 resolution.

Uncertain tax positions have had no impact on the Company’s financial condition, results of operations

or cash flows.

The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting

Company’s 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.

Reclassifications

prior year balances have been reclassified in order to conform to current year presentation.

These reclassifications have no effect

on the previously reported results of operations or loss per share.

Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award.

For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of

the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service

period is complete.

The fair value amount of the award is then recognized over the period services are required to be provided

in exchange for the award, usually the vesting period.

Accounting Pronouncements

February 2016, the FASB issued ASU No.

2016-02, “Leases (Topic 842)”

(“ASU 2016-02”).

ASU 2016-02 requires

an entity to recognize assets and liabilities arising from a lease for both financing and operating leases.

ASU 2016-02 will also

require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the

amount, timing, and uncertainty of cash flows arising from leases.

ASU 2016-02 is effective for fiscal years beginning after December

15, 2021, with early adoption permitted.

The Company is currently evaluating ASU 2016-02 and its impact on its consolidated financial

statements and disclosures.

February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on

the balance sheets and to disclose key information about leasing arrangements.

Qualitative and quantitative disclosures will be enhanced

to better understand the amount, timing, and uncertainty of cash flows arising from leases.

2016-02 is effective for annual periods

beginning after December 15, 2022, with early adoption permitted.

Additionally,

in 2018 and 2019, the FASB issued the following Topic 842–related ASUs:

ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements

and provides an optional transition practical expedient for existing land easements;

ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842;

ASU 2018-11, Leases (Topic 842):

Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period

reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a

contract if certain criteria are met;

ASU 2019-01, Leases (Topic 842):

Codification Improvements, which provides guidance for certain lessors on determining the fair value

of an underlying asset in a lease and on the cash flow statement presentation of lease payments received;

2019-01 also clarifies

disclosures required in interim periods after adoption of ASU No.

2016-02 in the year of adoption.

Company will adopt Topic 842 as of December 31, 2022 and will recognize a cumulative-effect adjustment to the opening balance of accumulated

deficit as of the adoption date.

The Company is still currently evaluating the aforementioned ASUs and its impact on its consolidated

financial statements and disclosure.

June 2018, the FASB issued ASU No.

2018-07, “Compensation — Stock Compensation (Topic 718),” (“ASU 2018-07”).

ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments.

the accounting requirements for nonemployee and employee share-based payment transactions are significantly different.

ASU 2018-07 expands

the scope of Topic 718, Compensation — Stock Compensation (which currently only includes share-based payments to employees) to

include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting for share-based payments to nonemployees

and employees will be substantially aligned.

This ASU supersedes Subtopic 505-50, Equity — Equity-Based Payments to Nonemployees.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years

beginning after December 15, 2021.

Early adoption is permitted, but no earlier than a Company’s adoption date of Topic 606, Revenue

from Contracts with Customers.

The adoption of this guidance did not have a material impact on the Company’s consolidated financial

statements and related disclosures.

& SUBSIDIARIES

2 unchanged sentences

Accounting Pronouncements, continued

June 2018, the FASB issued ASU No.

2018-07, “Compensation —

Stock Compensation (Topic 718),”

(“ASU 2018-07”).

ASU 2018-07 is intended to reduce cost and complexity and to improve financial reporting for nonemployee share-based payments.

Currently, the accounting requirements for nonemployee and employee share-based payment transactions are significantly different.

ASU 2018-07 expands the scope of Topic 718, Compensation —

Stock Compensation (which currently only includes share-based

payments to employees) to include share-based payments issued to nonemployees for goods or services.

Consequently, the accounting

for share-based payments to nonemployees and employees will be substantially aligned.

This ASU supersedes Subtopic 505-50, Equity

Equity-Based Payments to Nonemployees.

The amendments in this ASU are effective for fiscal years beginning after December

15, 2019, and interim periods within fiscal years beginning after December 15, 2021.

Early adoption is permitted, but no earlier

than a Company’s adoption date of Topic 606, Revenue from Contracts with Customers.

The Company is currently evaluating

ASU 2018-07 and its impact on the consolidated financial statements.

July 2018, the FASB issued ASU No.

2018-10, “Codification Improvements to Topic 842, Leases”

(“ASU 2018-10”).

The amendments in ASU 2018-10 provide additional clarification and implementation guidance on certain aspects of the previously

issued ASU No.

2016-02, Leases (Topic 842) (“ASU 2016-02”) and have the same effective and transition requirements

as ASU 2016-02.

Upon the effective date, ASU 2018-10 will supersede the current lease guidance in ASC Topic 840, Leases.

the new guidance, lessees will be required to recognize for all leases, with the exception of short-term leases, a lease liability,

which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis.

Concurrently,

lessees will be required to recognize a right-of-use asset, which is an asset that represents the lessee’s right to use,

or control the use of, a specified asset for the lease term.

ASU 2018-10 is effective for emerging growth companies for interim

and annual reporting periods beginning after December 15, 2021, with early adoption permitted.

The guidance is required

to be applied using a modified retrospective transition approach for leases existing at, or entered into after, the beginning

of the earliest comparative periods presented in the financial statements.

The Company is currently assessing the impact this

guidance will have on its consolidated financial statements.

July 2018, the FASB issued ASU No.

2018-11, “Leases (Topic 842):

Targeted Improvements,”

(“ASU 2018-11”).

The amendments in ASU 2018-11 related to transition relief on comparative reporting at adoption affect all entities with lease

contracts that choose the additional transition method and separating components of a contract affect only lessors whose lease

contracts qualify for the practical expedient.

The amendments in ASU 2018-11 are effective for emerging growth companies for fiscal

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

The Company is currently assessing the

impact this guidance will have on its consolidated financial statements.

March 2019, the FASB issued ASU 2019-01, “Leases (Topic 842):

Codification Improvements”

(“Topic 842”)

(“ASU 2019-01”).

These amendments align the guidance for fair value of the underlying asset by lessors that are not

manufacturers or dealers in Topic 842 with that of existing guidance.

As a result, the fair value of the underlying asset at lease

commencement is its cost, reflecting any volume or trade discounts that may apply.

However, if there has been a significant lapse

of time between when the underlying asset is acquired and when the lease commences, the definition of fair value (in Topic 820,

Fair Value Measurement) should be applied.

The ASU also requires lessors within the scope of Topic 942, Financial Services—Depository

and Lending, to present all “principal payments received under leases”

within investing activities.

the ASU exempts both lessees and lessors from having to provide certain interim disclosures in the fiscal year in which a company

adopts the new leases standard.

The transition and effective date provisions apply to Issue 1 and Issue 2.

not apply to Issue 3 because the amendments for that Issue are to the original transition requirements in Topic 842.

This amendment

will be effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December

Early adoption is permitted.

The Company is currently evaluating ASU 2019-01 and its impact on its consolidated financial

statements and financial statement disclosures.

October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”):

Accounting for Contract Assets and Contract

Liabilities from Contracts with Customers.

The ASU requires contract assets and contract liabilities acquired in a business combination

to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, Revenue from Contracts with Customers,

as if it had originated the contracts.

Under the current business combinations guidance, such assets and liabilities were recognized

by the acquirer at fair value on the acquisition date.

The ASU is effective for fiscal years, and interim periods within those fiscal

years, beginning after December 15, 2022, with early adoption permitted.

We are currently evaluating the extent of the impact of this

ASU, but do not expect the adoption of this standard to have a significant impact on our consolidated financial statements.

Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued.

upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or

disclosure in the financial statements, except as disclosed in Note 17 –

Subsequent Events.

& SUBSIDIARIES

to Consolidated Financial Statements

August 22, 2019, the Company acquired a franchisee store in Midtown, New York, as a corporate store (the “Midtown Acquisition”).

The purchase price of the store was $121,464, of which $35,116 related to equipment purchased and the remaining $86,348 was accounted

for as goodwill.

The Company paid cash of approximately $35,000 and also assumed a liability of approximately $86,000 which was

recorded in accounts payable and accrued expenses.

During the year ended December 31, 2019, the Company recorded sales revenues

from this location of approximately $299,000 in company restaurant sales, net of discounts on the consolidated statement of operations.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company

and the Midtown franchisee store as though the acquisition had occurred as of January 1, 2019.

The pro forma financial information

as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would

have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to

be a projection of future results.

the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

October 10, 2019, the Company acquired a former franchisee location in the Bronx, New York, as a corporate store (the “Bronx

Acquisition”).

The purchase price of the store was $600,000, of which $30,000 related to equipment purchased and the remaining

$570,000 was accounted for as goodwill.

The purchase price is payable as follows:

$300,000 that was paid at closing and the remaining

$300,000 is payable pursuant to a five-year promissory note with an eight percent interest rate.

During the year ended December

31, 2019, the Company recorded sales revenues from this location of approximately $223,000 in company restaurant sales, net of

discounts on the consolidated statement of operations.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company

and the Bronx franchisee store as though the acquisition had occurred as of January 1, 2019.

The pro forma financial information

as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would

have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to

be a projection of future results.

the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

& SUBSIDIARIES

to Consolidated Financial Statements

ACQUISITIONS, continued

October 19, 2020, the Company acquired a franchisee store in Chelsea, New York, as a corporate store (the “Chelsea Acquisition”).

Based upon the

evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in

the financial statements, except as disclosed in Note 17 – Subsequent Events.

3 – ACQUISITIONS

October 19, 2020, the Company acquired a franchisee store in Chelsea, New York, as a corporate store (the “Chelsea Acquisition”).

The purchase price of the store was $ 68,292 , of which $ 34,146 related to equipment purchased and the remaining $ 34,146 was attributed

2 unchanged sentences

in exchange for the purchase of the location.

In addition, the Company became obligated for payments pursuant to a five-year lease,

exclusive of options to renew.

Monthly rent payments pursuant to this lease agreement range from $11,000 to $16,105 with a straight

line rent expense of $13,431 per month.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company

and the Chelsea franchisee store as though the acquisition had occurred as of January 1, 2019.

The pro forma financial information

as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would

have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to

be a projection of future results.

the Years Ended

In addition, the Company became obligated for payments pursuant to a five-year lease, exclusive

of options to renew.

Monthly rent payments pursuant to this lease agreement range from $ 11,000 to $ 16,105 with a straight-line rent expense

of $ 13,431 per month.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and the

Chelsea franchisee store as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented

below is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved

if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

1 unchanged sentence

Loss from Operations

November 2, 2020, the Company acquired a franchisee store in Philadelphia, Pennsylvania, as a corporate store (the “Philadelphia

Acquisition”).

( 9,926,382 )

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

November 2, 2020, the Company acquired a franchisee store in Philadelphia, Pennsylvania, as a corporate store (the “Philadelphia

Acquisition”).

The purchase price of the store was $ 250,000 , of which $ 125,000 related to equipment purchased and the remaining

2 unchanged sentences

7 % promissory note over the next sixty months with the first payment being due and payable on December 2, 2020.

of the acquisition the Company agreed to a lease assignment and assumed the remaining commitment under the lease upon the closing

unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and

the Philadelphia franchisee store as though the acquisition had occurred as of January 1, 2019.

The pro forma financial information

as presented below is for informational purposes only and is not necessarily indicative of the results of operations that would

have been achieved if the acquisition had taken place at the beginning of the earliest period presented, nor does it intend to

be a projection of future results.

the Years Ended

As part of the acquisition

the Company agreed to a lease assignment and assumed the remaining commitment under the lease upon the closing date.

unaudited pro-forma financial information in the table below summarizes the combined results of operations of the Company and the Philadelphia

franchisee store as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below

is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the

acquisition had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

1 unchanged sentence

Loss from Operations

( 9,881,427 )

Foods Acquisition

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 was payable as follows:

$ 500,000 that was paid at closing, of which $ 25,000 was released from an escrow

account held by our attorney, and $ 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.

Company acquired the following assets as part of the purchase agreement, adjusted for purchase accounting adjustments to reflect our

estimate of the fair value of the net assets acquired during the year ended December 31, 2021:

SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS

Furniture and equipment

Customer list

Proprietary Recipes

Non-compete agreement

Total assets acquired

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Foods Acquisition, continued

adjustment to the estimate identifiable net assets acquired resulted in a corresponding $ 25,000 decrease in estimated goodwill due to

the Company having no further obligation to issue the $ 25,000 shares of common stock as mentioned above.

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and SuperFit

Foods, LLC as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below is for

informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition

had taken place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Year Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,419,944 )

( 9,867,907 )

May 14, 2021, the Company entered into Membership Interest Purchase Agreement with the members (the (“Poke Sellers”) of PKM

Stamford, LLC, Poke Co., LLC, LB Holdings LLC, and TNB Holdings, LLC, each a Connecticut limited liability company (collectively, the

“Poke Entities”) pursuant to which the Company acquired all of the issued and outstanding membership interest of the Poke

Entities in consideration of $ 4,000,000 in cash and $ 730,000 payable in the form of a promissory note (the “Poke Note”).

a related transaction, on May 14, 2021, the Company and the Poke Sellers 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 .

issued 880,282 shares of common stock of the Company on May 14, 2021.

The price per share was determined by using the 10-day trading

average preceding the date of closing.

The closing occurred on May 14, 2021.

Entities and Poke Entities II are hereinafter referred to as “Pokemoto”.

of the date of the acquisition Pokemoto operated a total of thirteen locations, six Company-owned restaurants and 8 franchised restaurants,

in four states, offering up chef-driven contemporary flavors with fresh delectable and healthy

ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies,

health enthusiasts, and sushi-lovers everywhere.

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Acquisition, continued

Company acquired the following assets as part of the purchase agreement, adjusted for purchase accounting adjustments to reflect our

estimate of the fair value of the net assets acquired during the year ended December 31, 2021:

SCHEDULE OF ASSETS ACQUIRED IN BUSINESS COMBINATIONS

Purchase Price

Accounts Receivables

Property and Equipment

Intangible assets, net

Operating lease right-of-use assets, net

Security deposits and other assets

Accounts payable and accrued expenses

Other notes payable

Deferred revenue

Operating lease liability

Fair value of identifiable net assets acquired

adjustment to the estimated identifiable net assets acquired resulted in a corresponding $ 76,183

increase in estimated goodwill due to the

following changes to the purchase price allocation.

OF INCREASE DECREASE IN GOODWILL

Increase (Decrease) in Goodwill

Accounts Receivables

Accounts payable and accrued expenses

Deferred revenue

Total increase in Goodwill

& SUBSIDIARIES

to Consolidated Financial Statements

3 – ACQUISITIONS, continued

Acquisition, continued

intangible assets acquired include the following:

SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS

Weighted average amortization

Franchise License

Proprietary Recipes

unaudited pro-forma financial information in the table below summarizes the consolidated results of operations of the Company and Pokemoto,

LLC as though the acquisition had occurred as of January 1, 2020.

The pro forma financial information as presented below is for informational

purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisition had taken

place at the beginning of the earliest period presented, nor does it intend to be a projection of future results.

SCHEDULE OF BUSINESS ACQUISITION PRO FORMA INFORMATION

For the Years Ended

Restaurant operating expenses

Total cost and expenses

Loss from Operations

( 9,313,472 )

( 9,549,101 )

4 - LOANS RECEIVABLE

December 31, 2020 and 2019, the Company’s loans receivable consists of the following:

December 31, 2021 the Company’s loan receivable balance was $ 0 .

At December 31, 2020 the Company’s loans receivable consists

of the following:

SCHEDULE OF LOANS RECEIVABLES

Loans receivable, net

current portion

receivable, non-current

August 2019, the company advanced money to a former franchisee and issued a loan receivable in the amount of $60,186.

is payable in 120 monthly payments consisting of principal and interest of 12%, with the payments commencing as of December 1,

receivable includes loans to franchisees totaling, in the aggregate, $3,390 and $137,389, net of reserves for uncollectible loans

of $106,900 and $55,000 at December 31, 2020 and December 31, 2019.

The loans have original terms ranging up to 10 years,

earn interest at rates ranging from 2% to 12%, and are being repaid on a weekly or monthly basis.

Loans receivable, non-current

receivable includes loans to franchisees totaling, in the aggregate, $ 0 and $ 3,390 , net of reserves for uncollectible loans of $ 71,184

and $ 106,900 at December 31, 2021 and 2020, respectively.

& SUBSIDIARIES

to Consolidated Financial Statements

5 - PREPAID EXENSES AND OTHER CURRENT ASSETS

December 31, 2021 and 2020, the Company’s prepaid expenses and other current assets consists of the following:

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses

Preopening expenses

Other receivables

Prepaid and Other Current Assets

in prepaid and other current assets is a receivable of $ 1,704,751 , which reduced labor expense included in restaurant operating expenses,

related to the employee retention tax credits receivable from the Internal Revenue Services (“IRS”) that was made available

to companies effected by Covid-19.

The Company started to early access the credit in the fourth quarter of 2021 as allowed by the IRS.

6 – PROPERTY AND EQUIPMENT, NET

of December 31, 2021, and 2020, property and equipment consist of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT, NET

Furniture and equipment

Leasehold improvements

Property and equipment, gross

accumulated depreciation and amortization

and equipment, net

( 1,152,850 )

Property and equipment, net

expense amounted to $ 565,599 and $ 362,009 for the years ended December 31, 2021 and 2020, respectively.

During the year ended

December 31, 2020, the Company wrote off property and equipment with an original cost value of $151,111 related to a closed location

and a future location that was terminated due to the economic environment as a result of COVID-19 and recorded a loss on disposal

of $41,480 after accumulated depreciation of $109,631 in the consolidated statement of operations.

During the years ended December

31, 2021 and 2020, the Company wrote off property and equipment with an original cost value of $ 347,658 and $ 151,111 , respectively, related

to closed locations and future locations that were terminated due to the economic environment as a result of COVID-19 and recorded a

loss on disposal of $ 193,405 and $ 41,480 , respectively, after accumulated depreciation of $ 154,253 and $ 109,631 , respectively, in the

consolidated statement of operations.

& SUBSIDIARIES

1 unchanged sentence

7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET

Company’s intangible assets include a trademark with an indefinite useful life as well as franchise agreements which are

amortized over useful lives of thirteen years.

Company’s intangible assets include a trademark with an indefinite useful life as well as franchise agreements which are amortized

over useful lives of thirteen years.

summary of the intangible assets is presented below:

assets, net at December 31, 2018

Amortization expense

SCHEDULE OF INTANGIBLE ASSETS

Intangible Assets

net at December 31, 2019

Intangible assets, net at December

Impairment of intangible assets

Amortization expense

Impairment of intangible

Intangible assets,

net at December 31, 2020

Weighted average remaining amortization period

at December 31, 2020 (in years)

Intangible assets, net at December

Impairment of intangible assets

Amortization expense

Intangible assets, net at December

Trademark Muscle Maker Grill

$ ( 998,347 )

Franchise Agreements

Trademark SuperFit

Domain Name SuperFit

Customer List SuperFit

Proprietary Recipes SuperFit

Non-Compete Agreement SuperFit

Trademark Pokemoto

Franchisee License Pokemoto

Proprietary Recipes Pokemoto

Non-Compete Agreement Pokemoto

$ (1,139,908 )

$ ( 100,000 )

expense related to intangible assets was $ 640,906 and $ 60,537 for the years ended December 31, 2021 and 2020, respectively.

Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its

Intangible Assets.

The Company performed a recoverability test on the franchise agreements based on its projected future undiscounted

As a result of a failed recoverability test the Company proceeded to measure the fair value of those assets based on

the future discounted cash flows and recorded an impairment charge in the amount of $100,000 during the year ended December 31,

estimated future amortization expense is as follows:

SCHEDULE OF FUTURE AMORTIZATION EXPENSE

For the year ended December 31,

Franchise Agreements

Trademark SuperFit

Domain Name SuperFit

Customer List SuperFit

Proprietary Recipes SuperFit

Non-Compete Agreement SuperFit

Trademark Pokemoto

Franchisee License Pokemoto

Proprietary Recipes Pokemoto

Non-Compete Agreement Pokemoto

Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its Intangible

The Company performed a recoverability test on the Company’s intangible assets based on its projected future undiscounted cash flows.

As a result of a failed recoverability test the Company proceeded to measure the

fair value of those assets based on the future discounted cash flows and recorded an impairment charge in the aggregate amount of $ 1,139,908

and $ 100,000

during the year ended December 31, 2021 and 2020,

respectively.

The key assumptions used in the estimates of projected cash flows utilized in both the test and measurement steps of the

impairment analysis were projected revenues and royalty payments.

These forecasts were based on actual revenues and take into

account recent developments as well as the Company’s plans and intentions.

estimated future amortization expense is as follows:

the Year Ended December 31,

of December 31, 2020 and 2019, the Company performed the annual assessment for goodwill and determined that there was no

These forecasts were based on actual revenues and take into account

recent developments as well as the Company’s plans and intentions.

summary of the goodwill assets is presented below:

SCHEDULE OF GOODWILL ASSETS

Muscle Maker Grill

SuperFit Food

Goodwill, net at December 31, 2019

Impairment of goodwill

Goodwill, net at December 31, 2020

Goodwill, net

Impairment of goodwill

Goodwill, net at December 31, 2021

Goodwill, net

the year ended December 31, 2021, we performed a quantitative goodwill assessment and determined the fair value of Muscle Maker Grill

restaurant using a discounted cash flow model.

The discounted cash flow model relied on making assumptions, such as the extent of the

economic downturn related to the COVID-19 pandemic, the expected timing of recovery, expected growth in profitability and discount rate,

which we believed were appropriate.

The results of our 2021 goodwill impairment test indicated that the estimated carry value of Muscle

Maker Grill exceeded its fair value amount.

As a result, we recorded a goodwill impairment charge of $ 86,348 during the year ended December

& SUBSIDIARIES

2 unchanged sentences

payables and accrued expenses consist of the following:

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES

December, 31,

Accounts payable

3 unchanged sentences

Accrued rent expense

Accrued compensation expense

Sales taxes payable (1)

Sales taxes payable

Accrued interest

Accrued interest, related parties

Other accrued

Note 14 –

Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes.

Other accrued expenses

Total Accounts Payable

and Accrued Expenses

Note 14 – Commitments and Contingencies –Taxes for detailed related to delinquent sales taxes.

9 – CONVERTIBLE NOTE PAYABLE TO FORMER PARENT

April 6, 2018, the Company issued a $475,000 convertible promissory note (the “2018 ARH Note”) to the Former Parent

for services rendered and expense paid on behalf of the Company.

The 2018 ARH Note has no stated interest rate or maturity date

and is convertible into shares of the Company’s common stock at a conversion price of $3.50 per share at a time to be determined

by the lender.

April 11, 2018, the Former Parent elected to partially convert the 2018 ARH Note for the principal of $392,542 into 112,154 shares

of the Company’s common stock.

Company had an aggregate gross amount of $82,458, as of December 31, 2020 and 2019, respectively, in convertible notes payable

to Former Parent outstanding.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE

April 6, 2018, the Company issued a $ 475,000 convertible promissory note (the “2018 ARH Note”) to the Former Parent for services

rendered and expense paid on behalf of the Company.

The 2018 ARH Note has no stated interest rate or maturity date and is convertible

into shares of the Company’s common stock at a conversion price of $ 3.50 per share at a time to be determined by the lender.

April 11, 2018, the Former Parent elected to partially convert the 2018 ARH Note for the principal of $ 392,542 into 112,154 shares of

the Company’s common stock.

Company had an aggregate gross amount of $ 82,458 , as of December 31, 2021 and 2020, respectively, in convertible notes payable to Former

Parent outstanding.

10 – NOTES PAYABLE

Senior Secured Convertible Promissory Notes

September 12, 2018 through December 31, 2018, the Company entered into Securities Purchase Agreements (“SPAs”) with

several accredited investors (the “Investors”) providing for the sale by the Company to the investors of 15% Senior

Secured Convertible Promissory Notes (the “15% Notes”) in the aggregate amount of $2,165,000, which included $635,000

in other notes payable that were converted into 15% Notes.

The Notes bear interest at 15% per annum paid quarterly and mature

18 months from issuance.

In addition to the 15% Notes, the Investors also received 154,643 five year warrants to purchase common

stock of the Company (the “Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the

conversion shares of common stock of the Company at an exercise price of $8.40.

January 1, 2019 through May 24, 2019, the Company entered into SPAs with several accredited Investors providing for the sale by

the Company to the Investors of 15% Notes in the aggregate amount of $2,973,000, of which a $100,000 was to related parties.

addition to the 15% Notes, the Investors also received 212,354 five year warrants to purchase common stock of the Company (the

“Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the conversion shares of common

stock of the Company at an exercise price of $8.40.

Investors may elect to convert all or part of the 15% Notes, plus accrued interest, at any time into shares of common stock of

the Company at a conversion price of $7.00 (the “Fixed Conversion Price”);

provided, however, in the event the per

share price of a public offering multiplied by twenty-five percent (25%), as amended on April 10, 2019, at the time of the listing

of the shares of common stock on an exchange (the “Listing Event”) is less than $7.00 (the “Discounted Public

Offering Price”) then the conversion price shall be reset to equal the Discounted Public Offering Price.

In the event the

Investors are required to execute a Lock Up Agreement concurrent with a public offering at the time of the Listing Event, then

the Fixed Conversion Price shall be $5.25 and the Discounted Public Offering Price shall be the public offering multiplied by

seventeen and a half percent (17.50%), as amended on April 10, 2019, at the time of the Listing Event.

Upon the occurrence

of a Listing Event or the sale or license of all or substantially all of the Company’s assets (a “Liquidity Event”),

the entire unpaid and outstanding principal amount and any accrued interest thereon under this Note shall automatically convert

in whole without any further action by the Holder.

Investors to the 15% Notes, received an aggregate of 366,997 warrants (“Original Warrants”) to purchase common stock

of the Company (the “Warrants”) that entitles the holder to purchase a number of shares equal to 50% of the conversion

shares of common stock of the Company.

The Warrants are exercisable for five years at an exercise price of $8.40.

the conversion price is adjusted as contemplated above, then the exercise price shall adjust to equal 120% of the adjusted conversion

The Investors may exercise the Warrants on a cashless basis.

Securities Purchase Agreements require that until the Company’s stock is listed on a public exchange (“Listing Event”),

a note holder holds the right to designate one member and one observer to the board of directors of the Company and that the Company

shall engage an investor relations firm mutually agreed to by the Company and a note holder from the time of the Listing Event

until six months after the Listing Event.

The Company is also required to engage Insight Advisory as a consultant to provide business

and financial advice.

Company granted the Investors piggyback registration rights with respect to the shares of common stock underlying the Notes and

the Warrants.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE, continued

Senior Secured Convertible Promissory Notes, continued

December 5, 2019, an aggregate of $4,343,000 SPA Notes, were amended and converted, into 2,171,500 shares of our common stock

with an amended conversion price of $2.00.

In addition, per the amendments the Company modified the Original Warrants issued

of 303,071 with an exercise price of $8.40 to warrants to acquire an aggregate of 1,085,750 shares of common stock of the Company

with an exercise price of $2.40.

December 5, 2019, a $345,000 SPA Note, was amended and converted, into 138,000 shares of our common stock with an amended conversion

price of $2.50.

In addition, per the amendments the Company modified the Original Warrants issued of 24,643 with an exercise price

of $8.40 to warrants to acquire an aggregate of 69,000 shares of common stock of the Company with an exercise price of $3.00.

the year ended December 31, 2020, the Company repaid an aggregate of $ 450,000 in 15% senior secured convertible promissory notes.

Secured Convertible Notes

April 2019, Muscle USA entered into security purchase agreement (“April 2019 SPA”) with the several accredited investors

(“April 2019 Investors”) providing for the sale by the Company to the investors of 12% secured convertible notes (“April

2019 Notes”) in the aggregate amount of $3,500,000 (the “April 2019 Offering”).

April 2019 Notes bear interest at 12% per annum, paid quarterly, and mature 18 months from issuance.

The April 2019 Investors

may elect to convert all or part of the April 2019 Notes, plus accrued interest, at any time into shares of common stock of the

Company at a conversion price of $14.00 per share (the “April 2019 Conversion Price”);

provided, however, in the event

the per share price of a public offering multiplied by fifty percent (50%) at the time of the Company listing on a national exchange

(the “April 2019 Discounted Public Offering Price”) is less than $14.00 then the April 2019 Conversion Price shall

be reset to equal the lesser of (i) April 2019 Discounted Public Offering Price or (ii) a price per share equal to a $20 million

addition to the April 2019 Notes, the Investors also received 125,000 warrants to purchase common stock of the Company (the “April

2019 Warrants”) that entitle the holders to purchase a number of shares equal to 50% of the conversion shares of common

stock of the Company.

The April 2019 Warrants are exercisable for five years at an exercise price of 115% of the conversion price.

the occurrence of the listing of the Company’s common stock on a national securities exchange, the sale of all or substantially

all of the Company’s stock, the sale or licensing of all or substantially all of the Company’s assets or any combination

of the foregoing, the entire unpaid and outstanding principal amount and any accrued interest thereon under the April 2019 Notes

shall automatically convert in whole without any further action by the holders.

long as the April 2019 Notes remain outstanding, the Company has agreed that, among other items, it will only use proceeds from

the sale of the April 2019 Notes and exercise of the April 2019 Warrants for specific corporate purposes as set forth in the April

2019 SPA, will not incur or permit indebtedness or liens unless permitted and will not enter into variable priced transactions.

The Company and the April 2019 Investors entered into Security and Pledge Agreements providing that the obligations to the April

2019 Investors are secured by substantially all of Muscle USA’s assets.

Company granted the April 2019 Investors piggyback registration rights with respect to the shares of common stock underlying the

April 2019 Notes and the April 2019 Warrants.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE, continued

Secured Convertible Notes, continued

December 5, 2019, an aggregate of $3,175,000 April 2019 Notes, were amended and converted, into 1,270,000 shares of our common

stock with an amended conversion price of $2.50.

In addition, per the amendments the Company modified the original warrants issued

of 113,393 with an exercise price of $16.10 to warrants to acquire an aggregate of 635,000 shares of common stock of the Company

with an exercise price of $2.88.

December 5, 2019, a $250,000 April 2019 Notes, was amended and converted, into 83,333 shares of our common stock with an amended

conversion price of $3.00.

In addition, per the amendment the Company modified the original warrants issued of 8,929 with an exercise

price of $16.10 to warrants to acquire an aggregate of 41,667 shares of common stock of the Company with an exercise price of

Secured Convertible Promissory Notes

the year ended December 31, 2020, the Company repaid the $ 75,000 12% secured convertible promissory note.

Convertible Notes

or about January 23, 2019, the Company and certain note holders, including related parties, agreed to extend the maturity date

of the convertible notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $1,550,000,

of which $400,000 was to related parties, to be upon the earlier of (a) January 24, 2020 or (b) the first day the company’s

stock is publicly traded.

All interest due and payable on the notes, shall be converted into shares of common stock at a conversion

price of $1.00 per share.

The Company reclassified $12,972 of convertible notes payable at December 31, 2018 to convertible notes

payable related parties during the quarter ended September 30, 2019.

April 2019, the Company repaid convertible notes payable in the aggregate principal amount of $150,000, of which $100,000 belong

to related parties.

In addition, the company issued 15,952 of the company’s common stock as payment for the interest incurred

on the convertible notes payable repaid in the aggregate amount of $111,666.

December 5, 2019, an aggregate of $1,375,000 of our original other covertible notes, were amended and converted, into 392,850

shares of our common stock with an amended conversion price of $3.50.

In addition, per the amendments the Company modified the

original warrants issued of 10,713 with an exercise price of $65.31 to warrants to acquire an aggregate of 200,000 shares of common

stock of the Company with an exercise price of $3.50.

the year ended December 31, 2019, as discussed throughout this footnote, various convertible notes were amended and the note holders

were induced to convert their notes and the Company incurred inducement expense related to the convertible notes of $15,102,206.

The modification was a one time event that only applied to holders willing to convert and therefore was recorded as inducement

the year ended December 31, 2019, as discussed throughout this footnote, various warrants terms where modified.

As a result, the

Company recorded warrant modification expense of $5,405,770.

In applying the Black-Scholes option pricing model to value the warrants

that where modified, the Company used the following assumptions:

the Year Ended

free interest rate

accordance with ASC 470-20 “Debt with Conversion and other Options”, the intrinsic value related to the convertible

notes results in a beneficial conversion feature which is recorded as a debt discount with a corresponding credit to additional

paid in capital.

The relative fair value of the warrants at the date of grant is also recorded as a debt discount.

As of December

31, 2019, the Company has aggregate debt discounts on the convertible notes and convertible notes, related parties of $38,918

and $0, net of amortization expenses, related to the warrants and the beneficial conversion feature, respectively.

ended December 31, 2019, the Company recorded aggregate debt discounts of $548,354 and $548,020, related to the

warrants and the beneficial conversion feature, respectively, on the convertible notes, which were amortized over the expected

terms of the respective notes.

the year ended December 31, 2020, the Company repaid a $25,000 other convertible note payable.

of December 31, 2020 and 2019, the Company has another convertible note payable in the amount of $100,000 which is included

within convertible notes payable.

See Note 14 –

Commitments and Contingencies –

Litigation, Claims and Assessments

for details related to the $100,000 other convertible note payable.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE, continued

Convertible Notes

the year ended December 31, 2020, the Company repaid an convertible note payable in the amount of $ 25,000 .

of December 31, 2021 and 2020, the Company has another convertible note payable in the amount of $ 100,000 which is included within convertible

notes payable.

or about January 23, 2019, the Company and certain note holders, including related parties, agreed to extend the maturity date

of the notes payable, as amended and extended on or about August 2018, in the aggregate principal amount of $560,000 to be upon

the earlier of (a) January 24, 2020 or (b) the first day the company’s stock is publicly traded.

All interest due and payable

on the notes, shall be converted into shares of common stock at a conversion price of $7.00 per share.

April 2019, the Company repaid other notes payable in the aggregate principal amount of $560,000, of which $335,000 belong to

related parties.

In addition, the company issued 68,475 of the company’s common stock as payment for the interest incurred

on the other notes payable repaid in the aggregate amount of $479,323.

May 14, 2019, the Company issued a $91,000 promissory note to a related party.

The note has a stated interest rate of 15% over

the original term of one year with monthly interest payments.

The note becomes due in one year or the first day the Company trades

publicly on an exchange.

The note has been repaid during the year ended December 31, 2020.

October 10, 2019, the Company issued a note payable in connection with the acquisition of the franchisee location in the amount

See Note 14 – Commitments and Contingencies – Litigation, Claims and Assessments for details related to the

$ 100,000 convertible note payable.

Notes Payable

October 10, 2019, the Company issued a note payable in connection with the acquisition of the franchisee location in the amount of $ 300,000 .

The note has a stated interest rate of 8 % with monthly payments payable over 5 years.

See Note 4 –

Bronx Acquisition for details regarding a note payable.

December 2019, the Company issued a note payable in the principal amount of $300,000.

The note has an original issue discount

The note becomes due in full on or before February 21, 2020.

The note has been repaid during the year ended December 31,

February 3, 2020, the Company issued a note payable in the principal amount of $ 150,000 .

The note has an original issue discount

The note become due in full on or before February 21, 2020.

The note has an original issue discount of 20 %.

The note became due in full on or before February 21, 2020 .

The note has been repaid during the year ended December 31, 2020.

May 9, 2020, the Company entered into a 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 current 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.

Since the Company applied for

loan forgiveness during the first ten months of the term, payments are deferred until the U.S.

Small Business Administration determines

the Company’s loan forgiveness amount.

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 believes that it has been using the proceeds of the PPP Loan, for Qualifying Expenses.

As of the date of filing this

report the Company submitted their application for forgiveness of the PPP Loan.

However, no assurance is provided that the Company

will be able to obtain forgiveness of the PPP Loan in whole or in part.

May 9, 2020, the Company entered into a 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.

Small Business Administration.

June 21, 2021 the U.S.

Small Business Administration (the “SBA”) forgave the Company’s first Paycheck Promissory Note

(“PPP loan”) entered into on May 9, 2020.

The aggregate amount forgiven is $ 875,974 , consisting of $ 866,300 in principal

and $ 9,674 in interest expenses.

The forgiven amount was accounted for as a gain on debt extinguishment of $ 875,974 and was recorded

in our condensed consolidated statement of operations.

the year ended December 31, 2021, as part of the Pokemoto acquisition, the Company acquired $ 1,171,400 loans issued by the Small Business

Administration under its Economic Injury Disaster Loans (“EIDL”).

The Company repaid all the loans in full during the year

ended December 31, 2021.

the year ended December 31, 2021, as part of the Pokemoto acquisition the Company acquired $ 291,053 in paycheck protection loans second

draw (the “PPP 2 Loan”).

The SBA forgave $ 151,176 in principal and $ 1,589 in interest expense as of December 31, 2021.

remaining balance on the PPP 2 Loan was still pending forgiveness as of December 31, 2021.

PPP 2 Loan is administered by the SBA.

The interest rate of the loan is 1.00 % per annum and accrues on the unpaid principal balance computed

on the basis of the actual number of days elapsed in a year of 360 days.

Commencing ten months after the effective date of the PPP 2

Loan, the Company is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven

principal balance of the loan by the five-year anniversary of the effective date of the PPP 2 Loan (the “Maturity Date”).

The PPP 2 Loan contains customary events of default relating to, among other things, payment defaults, making materially false or misleading

representations to the SBA or the Lender, or breaching the terms of the PPP 2 Loan.

The occurrence of an event of default may result

in the repayment of all amounts outstanding under the PPP 2 Loan, collection of all amounts owing from the Company, or filing suit and

obtaining judgment against the Company.

Under the terms of the CARES Act, PPP 2 loan recipients can apply for and be granted forgiveness

for all, or a portion of the loan granted under the PPP.

Such forgiveness will be determined, subject to limitations, based on the use

of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities.

& SUBSIDIARIES

to Consolidated Financial Statements

10 –NOTES PAYABLE, continued

of December 31, 2020, the Company had an aggregate gross amount of $182,458 in convertible notes payable outstanding, (net

of debt discount in the amount of $0 and a net balance of $182,458 included within convertible notes payable, net of debt

As of December 31, 2019, the Company had an aggregate gross amount of $732,458 in convertible notes payable

outstanding (net of debt discount in the amount of $38,918 with a net balance of $693,540 included within convertible notes payable,

net of debt discount).

of December 31, 2020, the Company had an aggregate amount of $1,276,692 and $0 in other notes payable and other notes payable,

related party, respectively.

As of December 31, 2019, the Company had an aggregate amount of $591,807 and $91,000 in other notes

payable and other notes payable, related party , respectively.

10 –NOTES PAYABLE, continued

Notes Payable, continued

the year ended December 31, 2021 and 2020, the Company repaid a total amount of $ 1,280,432 and $ 597,415 , respectively, of the other notes

payable and other notes payable, related party.

of December 31, 2021, the Company had an aggregate amount of $ 1,170,079 in other notes payable.

The notes had interest rates ranging

between 1 % - 8 % per annum, due on various dates through March 2026.

maturities of other notes payable as of December 31, 2021, are as follows:

SCHEDULE OF OUTSTANDING DEBT

Repayments due as of

11 – DEFERRED REVENUE

December 31, 2021 and 2020, deferred revenue consists of the following:

Franchise fees

Unearned vendor rebates

Unearned vendor

rebates, current

Franchise fees, current

Deferred revenues,

revenue of $277,255 at December 31, 2019 was recognized in revenue in 2020 within franchise royalties and fees on the consolidated

statement of operations.

SCHEDULE OF DEFERRED REVENUE

Deferred revenues, net

Unearned vendor rebates, current

Deferred revenues, non-current

revenue of $ 263,215 at December 31, 2020 was recognized in revenue in 2021 within franchise royalties and fees on the consolidated statement

of operations.

Deferred revenue of $ 49,728 at December 31, 2021 is expected to be recognized during 2022.

Deferred revenue as of December

31, 2020, included unearned vendor rebates of $ 23,171 , which was fully earned during the year ended December 31, 2021.

& SUBSIDIARIES

to Consolidated Financial Statements

12 – OTHER CURRENT LIABILITIES

current liabilities consist of the following:

OF OTHER CURRENT LIABILITIES

Gift card liability

1 unchanged sentence

Advertising fund liability

& SUBSIDIARIES

to Consolidated Financial Statements

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2020 and 2019 are

presented below:

Other current liabilities

Note 2 – Significant Accounting Policies – Revenue Recognition for details related to the gift card liability and advertising

fund liability.

13 – INCOME TAXES

tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2021 and 2020 are presented

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

the Years Ended

Deferred tax assets:

operating loss carryforwards

Stock-based compensation

Accounts receivables

Intangible assets

Property and equipment

Deferred Rent

and equipment

deferred tax asset

Deferred tax liabilities:

Beneficial conversion

Property and equipment

deferred tax liabilities

Net deferred tax assets

tax assets, net of valuation allowance

income tax (provision) benefit for the periods shown consist of the following:

the Years Ended

State and local:

Change in valuation

Income tax (provision)

deferred tax assets

( 10,768,846 )

( 8,575,057 )

deferred tax asset, net of valuation allowance

& SUBSIDIARIES

1 unchanged sentence

13 – INCOME TAXES, continued

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as

the Years Ended

Federal income tax benefit

at statutory rate

State income tax benefit, net of federal

income tax benefit for the periods shown consist of the following:

SCHEDULE OF INCOME TAX BENEFIT

For the Years Ended

State and local:

Federal, State and local, tax expense

Change in valuation allowance

( 2,193,789 )

( 2,739,929 )

Income tax benefit

reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows:

SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE

For the Years Ended

Federal income tax benefit at statutory rate

State income tax benefit, net of federal impact

Permanent differences

Income passed through to non-controlling

Change in valuation

Effective income

Change in valuation allowance

Effective income tax rate

Company has filing obligations in what it considers its U.S.

major tax jurisdictions as follows:

Nevada, California, New Jersey,

Texas, New York State and New York City.

The Company’s tax returns filed for the years ending December 31, 2019, 2018, 2017

and 2016 remain subject to examination.

Company is in the process of amending its U.S.

Federal and State tax returns for the years ended December 31, 2019, 2018, 2017,

2016 and 2015.

As a result of the Company amending its Federal and State tax returns, the Company cannot, with certainty, determine

the exact Federal and State NOLs available as of December 31, 2020.

The Company estimates that upon completing the filing of the

amended returns and the returns for year-end December 31, 2020 that the Company would have approximately $27.5 million of Federal

and State NOLs available to offset future taxable income.

The net operating loss carryforwards, if not utilized, will expire from

2031 to 2037 for federal and state purposes.

Approximately $100,000 of NOL expired during year end December 31, 2020 and approximately

$36,000 is projected to expire during year end December 31, 2021.

accordance with Section 382 of the Internal Revenue Code, the utilization of the Company’s net operating loss carryforwards

could be subject to annual limitations if there has been greater than 50% ownership change.

As such, the Company completed a Section

382 analysis and determined that none of its net operating losses would be limited as of December 31, 2020.

Nevada, California, New Jersey, Texas,

New York State and New York City.

The Company’s tax returns filed for the years ending December 31, 2020, 2019, 2018 and 2017 remain

subject to examination.

Company has approximately $ 38.9 million of Federal and State NOLs available to offset future taxable income.

The net operating loss carryforwards

generated prior to 2018, if not utilized, will expire from 2031 to 2037 for federal and state purposes .

accordance with Section 382 of the Internal Revenue Code, the utilization of the Company’s net operating loss carryforwards could

be subject to annual limitations if there has been greater than 50% ownership change.

& SUBSIDIARIES

2 unchanged sentences

leases are subject to certain annual escalations as defined in the agreements.

The Company recognizes rent on a straight-line

The cumulative difference between the rent payments and the rent expense since the inception of the leases was $99,859

at December 31, 2020.

August 1, 2019, the Company entered into a settlement agreement with a landlord in connection with the prior executive office

in Houston, Texas as the Company vacated the property on April 30, 2018.

The Company owed the landlord the sum of $58,522.

landlord agreed to accept $32,283 as full payment of the damages.

Pursuant to the settlement we will make three equal payments

of $10,761 with the first payment to be made on August 2, 2019, the second payment is to be made on September 1, 2019 and the

final payment is to be made on October 1, 2019.

As of December 31, 2019, the Company has met all their obligations and the full

amount has been paid.

August 22, 2019, the Company entered into a sublease with sublandlord, in connection with the acquisition of the Midtown location,

for a lease with a term ending on August 31, 2022.

The Company may terminate this sublease with the sublandlord with 30-day notice.

The lease calls for annual base rent during the remaining term ranging between $10,448 an $11,417.

October 10, 2019, the Company entered into a lease agreement for five years with a landlord in connection with the acquisition

of the Bronx location.

The lease calls for an annual base rent of $6,500 per month for the first twenty-four months, with annual

three percent rent increase thereafter.

The lease has the option of two five-year extensions with an annual three percent rent

the year ended December 31, 2019, the Company became obligated for payments pursuant to two new lease agreements for restaurant

The Company recognizes rent on a straight-line basis.

The cumulative difference between the rent payments and the rent expense since the inception of the leases was $ 128,095 at December 31,

June 26, 2020, the Company was informed that one of their leases for a future military location was terminated due to the current economic

environment as a result of COVID-19.

to the economic effect of COVID-19 the Company made the decision to close one of their Company-owned stores permanently during the third

quarter of 2020.

As a result, the Company was able to negotiate a sublease on October 29, 2020, for the remainder of the lease term in

which the subtenant agreed to make lease payments to the Company until the lease terminates on February 28, 2021.

the year ended December 31, 2020, the Company became obligated for payments pursuant to two new lease agreements in connection with the

acquisition of the Chelsea and Philadelphia location with terms ranging from 4 to 5 years, exclusive of options to renew.

agreements have a monthly rent expense ranging from $ 3,666 to $ 13,431 per month.

the year ended December 31, 2021, the Company became obligated for payments pursuant to seven new assumed lease agreements though acquisitions

for restaurant spaces with lease terms ranging from of 1.5 years to 10 years, exclusive of options to renew.

These lease agreements have

a monthly rent expense ranging from $ 2,153 to $ 8,600 per month.

the year ended December 31, 2021, the Company became obligated for payments pursuant to four new lease agreements for newly opened restaurant

spaces with lease terms of 5 years, exclusive of options to renew.

These lease agreements have a monthly rent expense based on

a percentage fee of eight percent of gross sales for each year of the agreement.

One of the lease states that the percentage fee

will be ten percent for gross sales equal or greater than $1,000,000 for an agreement year.

June 26, 2020, the Company was informed that one of their leases for a future military location was terminated due to the current

economic environment as a result of COVID-19.

to the economic effect of COVID-19 the Company made the decision to close one of their Company owned stores permanently during

the third quarter of 2020.

As a result, the Company was able to negotiate a sublease on October 29, 2020, for the remainder of

the lease term in which the subtenant agreed to make lease payments to the Company until the lease terminates on February 28,

October 19, 2020, the Company entered into a lease agreement for five years with a landlord in connection with the acquisition

of the Chelsea location.

The lease calls for an annual base rent of $11,000 per month for the first twelve months, with annual

nine percent rent increase thereafter.

The lease has the option of two five-year extensions with an annual three percent rent

November 2, 2020 the Company agreed to a lease assignment for the remaining term of a five years with a landlord, that was entered

into on January 1, 2020, in connection with the acquisition of the Philadelphia location.

The lease calls for an annual base rent

of $43,992 per month.

The lease has the option of one five-year extensions with an annual base rent of $48,396 per month.

Company has recorded security deposits, totaling, in the aggregate, approximately $131,790 and $37,000 as of December 31,

2020 and 2019, respectively.

These lease agreements have monthly rent expenses, calculated using

a percentage fee ranging from four percent to ten percent of the annual gross sales.

Company has recorded security deposits, totaling, in the aggregate, approximately $ 167,770 and $ 131,790 as of December 31, 2021 and 2020,

respectively.

aggregate minimum lease payments for these leases and others as of December 31, 2021 are:

SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS

Future Minimum Lease Payments

Future Minimum Lease

& SUBSIDIARIES

2 unchanged sentences

Leases, continued

aggregate minimum lease payments for these leases and others as of December 31, 2020 are:

Minimum Lease Payments

rent expense was $ 1,304,369 and $ 726,242 for the years ended December 31, 2021 and 2020, respectively.

Of which $691,986 is recognized

as rent expense under operating costs and expenses on the consolidated statement of operations and the remaining $34,256 is recognized

within general and administrative expenses on the consolidated statement of operations.

Included within rent expense for the

year ended December 31,2020, under operating cost and expense on the consolidated statement of operation is monthly license

fees of approximately $78,000 incurred in connection with our delivery only kitchens.

September 26, 2018, the Company rehired Ferdinand Groenewald as Chief Financial Officer of the Company and entered into an Employment

Agreement with Mr.

Pursuant to the agreement, Mr.

Groenewald will be employed as Chief Financial Officer of the Company

for a period of two years unless earlier terminated pursuant to the terms of the agreement.

During the term of the agreement,

Groenewald will be entitled to a base salary at the annualized rate of $150,000 and will be eligible for a discretionary performance

cash bonuses which will include $10,000 upon completion of the audit for the year ended December 31, 2017 and $25,000 and up to

1,428 shares of common stock upon completion of a public offering of not less than $3 million together with listing on a national

exchange (the “Public Offering”), which may be increased to 3,571 in the event $5 million is raised.

Groenewald’s

salary will increase to $175,000 upon closing of the Public Offering.

Groenewald is also eligible to participate in employee

benefits plans as the Company may institute from time to time that are available for full-time employees.

Groenewald was paid

a discretionary performance cash and equity bonuses including cash of $25,000 and 19,285 shares upon completion of the

Public Offering.

On August 11, 2020, Mr.

Groenewald agreed to cancel 19,285 shares of the Company’s common stock previously

issued and waved all rights to the equity compensation provided under his employment agreement.

September 26, 2018, the Company appointed Kenneth Miller as Chief Operating Officer of the Company and entered into an Employment

Agreement with Mr.

Pursuant to the agreement, Mr.

Miller will be employed as Chief Operating Officer of the Company for

a period of two years unless earlier terminated pursuant to the terms of the agreement.

During the term of the agreement, Mr.

Miller will be entitled to a base salary at the annualized rate of $200,000, which will be increased to $275,000 upon successful

closing of the Public Offering.

Miller was issued 14,285 shares of the Company’s common stock upon closing of the Public

In addition, Mr.

Miller was paid a discretionary performance cash and equity bonuses including cash of $50,000 and 17,857

shares of common stock upon completion of the Public Offering.

Miller is also eligible to participate in employee benefits

plans as we may institute from time to time that are available for full-time employees.

On August 11, 2020, Mr.

Miller agreed

to cancel 32,142 shares of common stock previously issued to him and waived all rights to equity compensation provided under his

employment agreement.

& SUBSIDIARIES

to Consolidated Financial Statements

COMMITMENTS AND CONTINGENCIES, continued

Agreements, continued

October 26, 2018, the Company entered into an Employment Agreement with Michael Roper, which replaced his employment agreement

from May 2018.

Pursuant to the Employment Agreement, Mr.

Roper will continue to be employed as Chief Executive Officer of the

Company for a period of two years unless earlier terminated pursuant to the terms of the agreement.

The Employment Agreement will

be automatically extended upon listing the Company on a national exchange and raising $3,000,000 (the “Public Offering”).

During the term of the Employment Agreement, Mr.

Roper will be entitled to a base salary at the annualized rate of $250,000, which

was increased to $275,000 upon achieving various milestones required by the Investors that participated in the September 2018

Offering and will be increased to $350,000 upon the Company completing the Public Offering.

Roper will be eligible for a discretionary

performance bonus to be paid in cash or equity, provided, however, no cash bonus will be paid until the closing of the Public

Roper was paid a $100,000 bonus upon closing of the Public Offering.

Roper was also issued 14,285 shares of

our common stock upon the closing of the Public Offering.

In addition, pursuant to board approval on June 29, 2019, Mr.

was issued 35,714 shares of our restricted common stock awards upon closing of the Public Offering.

In addition, upon the closing

of the Public Offering Mr.

Roper received 14,285 shares of common stock pursuant to his employment agreement.

Roper was issued

an additional 35,714 pursuant to his employment agreement upon the closing of the Public Offering of at least $5 million.

Roper’s common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our Public Offering.

On August 11, 2020, Mr.

Roper agreed to cancel 100,000 shares of common stock previously issued to him and waived all rights to

equity compensation provided under his employment agreement.

October 26, 2018, the Company entered into an Employment Agreement with Kevin Mohan.

Pursuant to the Employment Agreement, Mr.

Mohan will be engaged as Chief Investment Officer of the Company for a period of two years unless earlier terminated pursuant

to the terms of the agreement.

The Employment Agreement will be automatically extended upon the Public Offering.

During the term

of the Employment Agreement, Mr.

Mohan will be entitled to a base salary at the annualized rate of $156,000, which will be increased

to $175,000 upon the Public Offering.

Mohan will be eligible for a discretionary performance bonus to be paid in cash following

the closing of the Public Offering.

Mohan was paid $50,000 bonus upon closing of the Public Offering.

Mohan was also issued

28,571 shares of our common stock upon the closing of the Public Offering.

In addition, pursuant to board approval on June 29,

Mohan was issued 35,714 shares of our restricted common stock awards upon closing of the Public Offering.

Mohan’s

common stock was issued on February 18, 2020 and his bonus was paid, subsequent to completing our Public Offering.

On August 11,

Mohan agreed to cancel 64,285 shares of common stock previously issued to him and waived all rights to equity compensation

provided under his employment agreement.

May 5, 2019, the Company entered into an Employment Agreement with Rodney Silva.

Pursuant to the Employment Agreement, Mr.

will be engaged as Vice President of Brand Development/Franchise Sales of the Company for a period of eighteen months unless earlier

terminated pursuant to the terms of the agreement.

The Employment Agreement will be automatically extended upon the Public Offering.

During the term of the Employment Agreement, Mr.

Silva will be entitled to a base salary at the annualized rate of $150,000.

Silva will be eligible for a discretionary performance bonus to be paid in cash following the closing of the Public Offering.

Silva is also eligible to participate in employee benefits plans as the Company may institute from time to time that are available

for full-time employees.

May 6, 2019, the Company appointed Aimee Infante as Chief Marketing Officer of the Company and entered into an Employment Agreement

Pursuant to the Employment Agreement, Ms.

Infante will be employed as Chief Marketing Officer of the Company

for a period of two years unless earlier terminated pursuant to the terms of the Employment Agreement.

During the term of the

Employment Agreement, Ms.

Infante will be entitled to a base salary at the annualized rate of $125,000, which will be increased

to $150,000 upon the completion of a public offering of not less than $3 million together with listing on a national exchange

(the “Public Offering”).

Following the closing of the Public Offering, Ms.

Infante receive a one-time $10,000 cash

bonus and will be entitled to an annual cash bonus based on 25% of her base salary subject to satisfying specific written criteria.

Note 15 –

Equity –

Restricted Common Stock for details related the restricted stock issuance.

October 27, 2020, the Company held its annual shareholders meeting and the shareholders voted on the directors to serve on the

Company’s board of directors.

The shareholders elected Stephan Spanos, A.B.

Of which $ 1,261,096 and $ 691,986

is recognized as rent expense under operating costs and expenses on the consolidated statement of operations and the remaining $ 43,273

and $ 34,256 is recognized within general and administrative expenses on the consolidated statement of operations for the years ended

December 31, 2021 and 2020, respectively.

October 27, 2020, the Company held its annual shareholders meeting and the shareholders voted on the directors to serve on the Company’s

board of directors.

The shareholders elected Kevin Mohan, Stephan Spanos, A.B.

Southall III, Paul L.

Menchik, Peter Petrosian,

Jeff Carl, Major General (ret) Malcom Frost and Phillip Balatsos to serve on the Company’s board of directors.

Menchik, Peter Petrosian, Jeff Carl,

Major General (ret) Malcom Frost and Phillip Balatsos to serve on the Company’s board of directors.

October 7, 2021, the Company held its annual shareholders meeting and the shareholders voted on the directors to serve on the Company’s

board of directors.

The shareholders elected Kevin Mohan, Stephan Spanos, A.B.

Southall III, Paul L.

Menchik, Jeff Carl, Major General

(ret) Malcom Frost and Phillip Balatsos to serve on the Company’s board of directors.

February 18, 2020, the Company entered into a professional services agreement with a company to provide advice on business development

of food stores and delivery kitchen operations.

In addition, they will review and advise the Company on potential acquisition targets,

including financial analytics for post-merger entities and provide assistance in preparing pro-forma financial information.

of the agreement commences from the effective date on February 18, 2020 and expires on February 18, 2021.

Pursuant to the terms of the

agreement, the Company agreed to issue 300,000 shares of the Company’s common stock and 100,000 three-year cashless warrants with

an exercise price of $ 5.00 per share upon signing of the agreement as payment.

The grant date fair value of the warrants of $ 191,000

was recorded in general and administrative expense as stock-based compensation.

The 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

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 are not 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 Plan with a grant date fair value of $ 187,000 .

See Note 16 – Equity – Options

for more details related to the issuance of the stock options.

& SUBSIDIARIES

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14 – COMMITMENTS AND CONTINGENCIES, continued

July 2019, the Company entered into a Consulting Agreement, effective as of July 1, 2019, with an advisory group to provide strategic

business services in connection with a future offering.

The term of the agreement is for one year.

Pursuant to the terms of the

agreement, the Company issued 41,426 restricted shares of common stock and agreed to pay a cash fee of $75,000 upon signing the

July 2019, the Company entered into a Consulting Agreement with a consultant with a background in menu and recipe development

to develop a new menu and recipes for a new healthy restaurant concept called Healthy Joe’s.

The Company will issue an aggregate

of 1,642 shares of common stock as payment pursuant to the terms of the agreement and reimburse the consultant for any out-of-pocket

expenses in connection with the services provided pursuant to the agreement.

As of December 31, 2020, the Company issued 500 shares

to the consultant pursuant to the agreement.

February 18, 2020, the Company entered into a professional services agreement with a company to provide advice on business development

of food stores and delivery kitchen operations.

In addition, they will review and advise the Company on potential acquisition

targets, including financial analytics for post-merger entities and provide assistance in preparing pro-forma financial information.

The term of the agreement commences from the effective date on February 18, 2020 and expires on February 18, 2021.

the terms of the agreement, the Company agreed to issue 300,000 shares of the Company’s common stock and 100,000 three-year

cashless warrants with an exercise price of $5.00 per share upon signing of the agreement as payment.

The grant date fair value

of the warrants of $191,000 was recorded in general and administrative expense as stock-based compensation.

The 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 are

not subject to any equity plan.

The Company agreed to register the shares of common stock in consideration of a release by the

In addition, as part of the Settlement Agreement the Company issued 100,000 stock options upon the approval of the

2020 Equity Incentive Plan with a grant date fair value of $187,000.

See Note 15 –

Equity –

Options for more

details related to the issuance of the stock options.

Agreements, continued

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 $215,000

in cash 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.

The Company did not extend

the term of the original agreement.

As of December 31, 2020, the company issued the 10,000 shares of common stock and paid the

$215,000 in cash pursuant to the terms of the agreement.

April 8, 2020, the Company entered into a professional service agreement with a consultant to provide advice on investor outreach

and institutional engagements.

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 $ 215,000 in cash

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.

The Company did not extend the term of the original

As of December 31, 2021, the company issued the 10,000 shares of common stock and paid the $ 215,000 in cash pursuant to the

terms of the agreement.

April 8, 2020, the Company entered into a professional service agreement with a consultant to provide advice on investor outreach and

institutional engagements.

The Consultants will also provide continuous market insight and interpret our trading activity.

The term of the agreement commenced from the execution date and ends on April 1, 2021.

Pursuant to the terms, the Company agreed

to pay the consultant in the form of non-qualified stock options to acquire 200,000 shares of the Company’s common stock,

exercisable at $2.50 per share for a period of one year.

the agreement commenced from the execution date and ends on April 1, 2021.

Pursuant to the terms, the Company agreed to pay the consultant

in the form of non-qualified stock options to acquire 200,000 shares of the Company’s common stock, exercisable at $ 2.50 per share

for a period of one year.

The Options are fully vested upon the signing of this agreement.

the option is callable by the Company in the event the market price of its shares close above $3.50 per share for five consecutive

dates upon which the consultant will have three days to elect to exercise or forfeit the options.

The Company has not issued the

options pursuant to the original terms of the agreement and on August 11, 2020, the Company and the consultant entered into an

amendment and agreed that the 200,000 non-qualified stock options shall be issued upon the Company’s shareholders approval

of its 2020 Incentive Stock Plan.

As of December 31, 2020 as part of the Settlement Agreement the Company issued the 200,000

stock options upon the approval of the 2020 Equity Incentive Plan with a grant date fair value of $60,000.

See Note 15 –

Equity –

Options for more details related to the issuance of the stock options.

July 28, 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 one month from the effective

date on July 28, 2020 and expires on August 28, 2020.

Pursuant to the terms of the agreement, the Company agreed to pay $253,500

in cash and to issue 15,000 shares of the Company’s common stock.

As of December 31, 2020, the Company issued the 15,000

shares of common stock and paid the $253,500 in cash pursuant to the terms of the agreement.

In addition, the option is callable by the

Company in the event the market price of its shares close above $ 3.50 per share for five consecutive dates upon which the consultant

will have three days to elect to exercise or forfeit the options.

The Company has not issued the options pursuant to the original terms

of the agreement and on August 11, 2020, the Company and the consultant entered into an amendment and agreed that the 200,000 non-qualified

stock options shall be issued upon the Company’s shareholders approval of its 2020 Incentive Stock Plan.

As of December 31, 2021

as part of the Settlement Agreement the Company issued the 200,000 stock options upon the approval of the 2020 Equity Incentive Plan

with a grant date fair value of $ 60,000 .

See Note 16 – Equity – Options for more details related to the issuance of the stock

July 28, 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 one month from the effective date on July

28, 2020 and expires on August 28, 2020 .

Pursuant to the terms of the agreement, the Company agreed to pay $ 253,500 in cash and to issue

15,000 shares of the Company’s common stock.

As of December 31, 2021, the Company issued the 15,000 shares of common stock and

paid the $ 253,500 in cash pursuant to the terms of the agreement.

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

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.

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 advice.

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.

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

pursuant to the terms of the agreement.

& SUBSIDIARIES

1 unchanged sentence

14 – COMMITMENTS AND CONTINGENCIES, continued

July 16, 2019, the board of directors approved a board compensation plan that would compensate the board members for their deferred

compensation for 2019, 2018 and 2017.

The board members are eligible for cash compensation of $4,500 or $9,000 per year.

paid as follows:

(i) directors serving on the board during 2018 and 2017, will be granted shares is lieu of payment as the letter

agreements set forth certain terms pursuant to which the directors will serve as directors of the Company.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive 1,428 shares of common

stock per year for service as director, 185 shares of common stock per year for service on each committee and 142 shares of common

stock per year for service as chair for such committee.

The shares of common stock for committee service will be limited to two

Company issued shares of common stock upon the occurrence of the public offering and up listing on a national exchange as follows,

which was prorated for a partial year:

(i) directors that served as directors during the year ended December 31, 2017 each received

714 shares of common stock, (ii) directors that served as directors during the year ended December 31, 2018 each received 1,428

shares of common stock and (iii) directors that served as directors during the year ended December 31, 2019 each received 1,428

shares of common stock.

directors did not received compensation for services prior to the Company being up listed on a national exchange, the Company

agreed to provide equity in lieu of cash compensation and equity compensation for services rendered during 2017, 2018 and 2019.

For past director services in lieu of cash unpaid to date:

(i) directors that served as directors during the year ended December

31, 2017 each received shares of common stock valued at $4,500 priced at the price per share of the Company’s public offering

in connection with its uplisting (the “Uplisting Offering”), (ii) directors that served as directors during the year

ended December 31, 2018 each received shares of common stock valued at $9,000, which was prorated for a partial year of service,

and priced at the price per share of the Uplisting Offering and (iii) directors that served as directors during the year ended

December 31, 2019 through the date of the Uplisting Offering each received shares of common stock valued at $9,000, which was

prorated for a partial year of service, priced at the price per share of the Uplisting Offering.

August 5, 2019 the Company authorized the issuances of an aggregate of 17,005 shares of common stock, valued at a $7.00 per share,

to the members of the board of directors.

October 19, 2019 the Company authorized the issuances of an aggregate of 3,748 share of common stock to the members of the board

of directors.

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

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

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.

November 10, 2020 the Company authorized the issuance of an aggregate of 5,944 shares of common stock to the members of the board

of directors as compensation earned for the second and third quarter of 2020

December 4, 2020, the board of directors approved a new board compensation plan that would compensate the board members for their

deferred compensation for the fourth quarter 2020 through the third quarter of 2021.

The board members are eligible for cash compensation

of $12,000 per year to be paid quarterly within 30 days of the close of each quarter.

addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $8,000 in value of common

stock per year for service as director, $6,000 in value of shares of common stock per year for service on each committee and $4,000

in value of shares of common stock per year for service as chair for such committee.

The number of shares to be issued would be

based upon the closing price of the last trading date of each calendar quarter.

The shares of common stock for committee service

will be limited to two committees.

of December 31, 2020, the Company accrued a total of $36,697 related to board compensation.

Agreements, continued

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.