10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarter ended: July 31, 2014

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from ___________ to ____________

Commission File Number: 333-150029

MamaMancini’s Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Nevada	27-067116
(State or other jurisdiction of incorporation)	(IRS Employer I.D. No.)

25 Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices and zip Code)

(201) 531-1212

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes [X] No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	[  ]	Accelerated filer	[  ]
Non-accelerated filer	[  ]	Smaller reporting company	[X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of September 8, 2014, there were 25,807,376 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	13
Item 4.	Controls and Procedures.	13
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	14
Item 1A.	Risk Factors.	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	14
Item 3.	Defaults Upon Senior Securities.	14
Item 4.	Mine Safety Disclosures.	14
Item 5.	Other Information.	14
Item 6.	Exhibits.	14
Signatures		15

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MAMAMANCINI’S HOLDINGS, INC

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2014

3

MAMAMANCINI’S HOLDINGS, INC.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2014

Table of Contents

	Page(s)
Condensed Consolidated Balance Sheets as of July 31, 2014 and January 31, 2014	F-1
Condensed Consolidated Statements of Operations For the Three and Six Months Ended July 31, 2014 and June 30, 2013 and the One Month Ended January 31, 2014	F-2
Condensed Consolidated Statements of Changes in Stockholders’ Equity For the Period February 1, 2014 through July 31, 2014	F-3
Condensed Consolidated Statements of Cash Flows For the Six Months Ended July 31, 2014 and June 30, 2013 and the One Month Ended January 31, 2014	F-4
Notes to Condensed Consolidated Financial Statements	F-5 – F-20

4

MamaMancini’s Holdings, Inc.

Condensed Consolidated Balance Sheets

	July 31, 2014			January 31, 2014
	(unaudited)
Assets
Assets:
Cash	$	114,774		$	1,541,640
Accounts receivable, net		1,054,172			1,029,632
Inventories		469,158			159,829
Prepaid expenses		181,615			140,511
Due from manufacturer - related party		740,183			774,049
Deposit with manufacturer - related party		1,220,221			598,987
Total current assets		3,780,123			4,244,648
Property and equipment, net		1,142,295			978,027
Debt issuance costs, net		52,317			46,264
Total Assets	$	4,974,735		$	5,268,939
Liabilities and Stockholders’ Equity
Liabilities:
Accounts payable and accrued expenses	$	417,853		$	595,297
Line of credit		293,341			222,704
Total current liabilities		711,194			818,001
Commitments and contingencies
Stockholders’ Equity
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 25,807,376 and 24,187,375 shares issued and outstanding, respectively		258			242
Additional paid in capital		12,300,854			10,993,973
Common stock subscribed, $0.00001 par value; 66,667 and 833,333 shares, respectively		1			8
Accumulated deficit		(8,037,572	)		(6,543,285	)
Total Stockholders’ Equity		4,263,541			4,450,938
Total Liabilities and Stockholders’ Equity	$	4,974,735		$	5,268,939

See accompanying notes to the condensed consolidated financial statements

F-1

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Operations

	For the Three Months Ended						For the Six Months Ended						For the One Month Ended
	July 31, 2014			June 30, 2013			July 31, 2014			June 30, 2013			January 31, 2014
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Sales - net of slotting fees and discounts	$	2,249,768		$	1,700,388		$	4,832,917		$	3,472,552		$	775,252
Cost of sales		1,590,904			1,185,886			3,371,129			2,467,988			535,870
Gross profit		658,864			514,502			1,461,788			1,004,564			239,382
Operating expenses
Research and development		24,091			3,995			42,992			7,138			8,477
General and administrative expenses		1,401,461			1,262,054			2,869,739			2,358,111			472,023
Total operating expenses		1,425,552			1,266,049			2,912,731			2,365,249			480,500
Loss from operations		(766,688	)		(751,547	)		(1,450,943	)		(1,360,685	)		(241,118	)
Other income (expenses)
Interest expense		(26,710	)		(1,525	)		(43,344	)		(3,775	)		(2,526	)
Total other income (expense)		(26,710	)		(1,525	)		(43,344	)		(3,775	)		(2,526	)
Net loss	$	(793,398	)	$	(753,072	)	$	(1,494,287	)	$	(1,364,460	)	$	(243,644	)
Net loss per common share - basic and diluted	$	(0.03	)	$	(0.04	)	$	(0.06	)	$	(0.07	)	$	(0.01	)
Weighted average common shares outstanding -basic and diluted		25,452,943			20,854,000			25,091,224			20,747,923			24,187,375

See accompanying notes to the condensed consolidated financial statements

F-2

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

For the Period February 1, 2014 through July 31, 2014

(unaudited)

					Additional
	Common Stock				Paid In			Common Stock			Accumulated			Stockholders’
	Shares		Amount		Capital			Subscribed			Deficit			Equity
Balance, February 1, 2014		24,187,375	$	242	$	10,993,973			8		$	(6,543,285	)	$	4,450,938
Stock options issued for services		-		-		159,181			-			-			159,181
Warrants issued for services		-		-		188,900			-			-			188,900
Common stock issued		1,620,001		16		1,179,995			(8	)		-			1,180,003
Common stock subscribed, 66,667 shares		-		-		99,999			1			-			100,000
Stock issuance costs		-		-		(321,194	)		-			-			(321,194	)
Net loss for the six months ended July 31, 2014		-		-		-			-			(1,494,287	)		(1,494,287	)
Balance, July 31, 2014		25,807,376		258		12,300,854			1			(8,037,572	)		4,263,541

See accompanying notes to the condensed consolidated financial statements

F-3

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

	For the Six Months Ended						For the One Month Ended
	July 31, 2014			June 30, 2013			January 31, 2014
	(unaudited)			(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,494,287	)	$	(1,364,460	)		(243,644	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		59,473			9,752			4,141
Amortization of debt issuance costs		8,431			-			1,322
Share-based compensation		176,100			156,104			2,015
Changes in operating assets and liabilities:
(Increase) Decrease in:
Accounts receivable		(24,540	)		(180,976	)		34,217
Inventory		(309,329	)		(14,474	)		(47,550	)
Prepaid expenses		(41,104	)		(69,315	)		(4,986	)
Due from manufacturer - related party		33,866			(218,708	)		7,472
Deposit with manufacturer - related party		(621,234	)		108,729			(239,481	)
Increase (Decrease) in:
Accounts payable and accrued expenses		(177,444	)		1,478			(227,747	)
Due to manufacturer - related party		-			-			-
Net Cash Used In Operating Activities		(2,390,068	)		(1,571,870	)		(714,241	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for machinery and equipment		(223,741	)		(77,037	)		(52,672	)
Cash paid for acquisition of shell company		-			(295,000	)		-
Loans to related party		-			(30,000	)		-
Net Cash Used In Investing Activities		(223,741	)		(402,037	)		(52,672	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issuance costs		(149,213	)		-			(58,500	)
Proceeds from issuance of common stock		1,180,003			-			-
Proceeds from common stock subscribed		100,000			-			450,000
Debt issuance costs		(14,484	)		-			(47,586	)
Borrowings from line of credit, net		70,637			150,000			222,704
Net Cash Provided By Financing Activities		1,186,943			150,000			566,618
Net Decrease in Cash		(1,426,866	)		(1,823,907	)		(200,295	)
Cash - Beginning of Period		1,541,640			2,008,161			1,741,935
Cash - End of Period	$	114,774		$	184,254		$	1,541,640
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	-		$	-			-
Interest	$	43,344		$	3,775			8,640
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issuance costs paid in the form of warrants	$	171,981		$	213,971			43,166

See accompanying notes to the condensed consolidated financial statements

F-4

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

Current Business of the Company

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, and other similar meats and sauces. The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

Mergers

On January 24, 2013, the Company, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and 800,000 shares of common stock and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company.

The condensed consolidated financial statements presented for all periods through and including July 31, 2014 are those of MamaMancini’s. As a result of this Merger, the equity sections of MamaMancini’s for all prior periods presented reflect the recapitalization described above and are consistent with the July 31, 2014 balance sheet presented for the Company.

Since the transaction is considered a reverse acquisition and recapitalization, the presentation of pro-forma financial information was not required.

Basis of Presentation

The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

F-5

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2013 filed on March 20, 2014 and the audited financial statements as of January 31, 2014 and for the one month period then ended filed with this Form 10-Q. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the year ended December 31, 2013 have been omitted. The results of operations for the interim periods presented are not necessarily indicative of results for the entire year ending January 31, 2015.

Note 2 - Summary of Significant Accounting Policies

Change of Year End

Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year-end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2013 would not be material.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

F-6

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at July 31, 2014 or January 31, 2014.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Accounts Receivable and Allowance for Doubtful Accounts 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of July 31, 2014 and January 31, 2014, the Company had reserves of $2,000.

Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2014 and January 31, 2014:

	July 31, 2014		January 31, 2014
Finished goods	$	469,158	$	159,829

Property and Equipment

Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives.

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment	2-7 years
Furniture and fixtures	3-5 years
Leasehold improvements	3-10 years

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

F-7

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Stock Issuance Costs

Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $321,194, $0 and $102,166, respectively.

Research and Development

Research and development is expensed as incurred. Research and development expenses for three months ended July 31, 2014 and June 30, 2013 were $24,091 and $3,995, respectively. Research and development expenses for six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $42,992, $7,138 and $8,477, respectively.

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.

Revenue Recognition

The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

The Company meets these criteria upon shipment.

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

	Six Months Ended July 31, 2014		Six Months Ended June 30, 2013		One Month Ended January 31, 2014
Gross Sales	$	5,021,325	$	3,716,948	$	796,177
Less: Slotting, Discounts, Allowances		188,408		244,396		20,925
Net Sales	$	4,832,917	$	3,472,552	$	775,252

Cost of Sales

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended July 31, 2014 and June 30, 2013 were $549,560 and $393,722, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $1,265,859, $810,722 and $232,481, respectively.

F-8

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share-based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Condensed Consolidated Statement of Operations.

For the three months ended July 31, 2014 and June 30, 2013 share-based compensation amounted to $248,982 and $156,104, respectively. For the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 share-based compensation amounted to $348,081, $156,104 and $45,681, respectively. Of the $348,081 recorded for the six months ended July 31, 2014, $171,974 was a direct cost of a stock offering and has been recorded as a reduction in additional paid in capital.

For the six months ended July 31, 2014, when computing fair value of share-based payments, the Company has considered the following variables:

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.26%-1.76%.

● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was 0%.

● The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

● The warrant term is the life of the warrant.

● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 144%-193%.

● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

F-9

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Earnings Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at July 31, 2014:

Common stock subscribed	66,667
Common stock warrants, exercise price range of $1.00-$2.50	1,111,401
Common stock options, exercise price of $1.00-$2.97	564,404
Total common stock equivalents	1,742,472

The Company had the following potential common stock equivalents at June 30, 2013:

Common stock subscribed	--
Common stock warrants, exercise price range of $1.00	505,400
Common stock options, exercise price of $1.00	491,404
Total common stock equivalents	996,804

Since the Company reflected a net loss during the three and six months ended July 31, 2014 and June 30, 2013, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

F-10

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Recent Accounting Pronouncements

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the condensed consolidated financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the condensed consolidated financial statements.

Note 3 - Property and Equipment:

Property and equipment on July 31, 2014 and January 31, 2014 are as follows:

	July 31, 2014		January 31, 2014
Machinery and Equipment	$	1,034,943	$	1,027,431
Furniture and Fixtures		14,672		4,525
Leasehold Improvements		208,815		2,733
		1,258,430		1,034,689
Less: Accumulated Depreciation		116,135		56,662
	$	1,142,295	$	978,027

At July 31, 2014 and January 31, 2014, fixed assets in the amount of $0 and $826,340, respectively, were not in service.

Depreciation expense charged to income for the three months ended July 31, 2014 and June 30, 2013 amounted to $44,736 and $6,492, respectively. Depreciation expense charged to income for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 amounted to $59,473, $9,752 and $4,141, respectively.

F-11

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Note 4 - Investment in Meatball Obsession, LLC

During 2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus the Company’s equity in the undistributed earnings or losses of the entity.

At December 31, 2011 the investment was written down to $0 due to losses incurred by MO.

During 2013 the Company’s ownership interest in MO fell to 24% due to dilution.

During the six months ended July 31, 2014 the Company’s ownership interest in MO fell to 13% due to dilution.

Note 5 - Related Party Transactions

Supply Agreement

On March 1, 2010, the Company entered into a five year agreement with a Manufacturer (the “Manufacturer”) who is a related party. The Manufacturer is owned by the CEO and President of the Company. Under the terms of the agreement, the Company grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The Manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date.

Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the Company.

During the three and six months ended July 31, 2014 and June 30, 2013, the Company purchased substantially all of its inventory from the Manufacturer. At July 31, 2014 and January 31, 2014, the Company has a deposit on inventory in the amount of $1,220,221 and $598,987, respectfully, to this Manufacturer.

Meatball Obsession, LLC

A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC.

F-12

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Due from Manufacturer – Related Party

During the three and six months ended July 31, 2014 and June 30, 2013, the Manufacturer received payments on behalf of the Company for the Company’s customer invoices and the Manufacturer incurred expenses on behalf of the Company for shared administrative expenses and salary expenses. In addition the Company made several unsecured loans to the Manufacturer during 2013. The loan to the Manufacturer is unsecured, does not bear interest and is due on demand. At July 31, 2014 and January 31, 2014 the amount due from the Manufacturer is as follows:

	July 31, 2014			January 31, 2014
Customer receipts collected by Manufacturer on behalf of Company	$	575,255		$	575,255
Loan to Manufacturer		450,000			450,000
Shared expenses paid by Manufacturer on behalf of the Company		(285,072	)		(251,206	)
Due from Manufacturer	$	740,183		$	774,049

Note 6 - Line of Credit

Effective January 3, 2014, the Company entered into a Sale and Security Agreement (the “Sale and Security Agreement”) with Faunus Group International, Inc. (“FGI”) to provide for a $1.5 million secured demand credit facility backed by its receivables and inventory (the “FGI Facility”). The Sale and Security Agreement has an initial three year term (the “Original Term”) and shall be extended automatically for an additional one year for each succeeding term unless written notice of termination is given by either party at least sixty days prior to the end of the Original Term or any extension thereof. The Company and certain of its affiliates also entered into guarantees to guarantee the performance of the obligations under the Sale and Security Agreement (the “Guaranty Agreements”). The Company also granted FGI a security interest in and lien upon all of the Company’s right, title and interest in and to all of its assets (as defined in the Sale and Security Agreement).

Pursuant to the FGI Facility, FGI can elect to purchase eligible accounts receivables (“Purchased Accounts”) up to 70% of the value of such receivables (retaining a 30% reserve). At FGI’s election, FGI may advance the Company up to 70% of the value of any Purchased Accounts, subject to the FGI Facility. Reserves retained by FGI on any Purchased Accounts are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The interest rate on advances or borrowings under the FGI Facility will be the greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate. Any advances or borrowings under the FGI Facility are due on demand.

The Company also agreed to pay to FGI monthly collateral management fees of 0.42% of the average monthly balance of Purchased Accounts. The minimum monthly net funds employed during each contract year hereof shall be $500,000. Additionally, the Company paid FGI a one-time facility fee equal to 1% of the FGI Facility upon entry into the Sale and Security Agreement.

Subsequent to July 31, 2014, the Company terminated its agreement with FGI and paid off all obligations due at the payoff date. Upon termination, additional fees and accrued interest of approximately $48,600 were paid.

On September 3, 2014, the Company entered into a new loan and security agreement with Entrepreneur Growth Capital (“EGC”). See Note 10.

F-13

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Note 7 - Concentrations

Revenues

During the six months ended July 31, 2014, the Company earned revenues from three customers representing approximately 23%, 17% and 11% of gross sales. During the six months ended June 30, 2013, the Company earned revenues from five customers representing approximately 23%, 16%, 15%, 10% and 10% of gross sales. During the one month ended January 31, 2014, three customers represented 18%, 15% and 10% of gross sales. 

Cost of Sales

For the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014, one vendor (a related party) represented 100% of the Company’s purchases.

Accounts Receivable

As of July 31, 2014, two customers represented approximately 21% and 13% of total gross accounts receivable. As of January 31, 2014, one customer represented approximately 24% of total gross accounts receivable.

Note 8 - Stockholders’ Equity

(A) Common Stock Transactions

During January 2014, the Company sold 300,000 shares of common stock to investors in exchange for $450,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in March 2014.

In connection with the private placement the Company incurred fees of $102,166 consisting of $58,500 in cash and 30,000 warrants with a fair value of $43,666.

During March 2014, the Company sold 236,667 shares of common stock to investors in exchange for $355,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $80,536 consisting of $46,150 in cash and 23,667 warrants with a fair value of $34,386.

During April 2014, the Company sold 416,668 shares of common stock to investors in exchange for $625,001 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $141,791 consisting of $81,250 in cash and 41,667 warrants with a fair value of $60,541.

During May 2014, the Company sold 133,333 shares of common stock to investors in exchange for $200,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $82,796 consisting of $26,000 in cash and 17,333 warrants with a fair value of $56,796.

F-14

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Common Stock Subscribed

During June 2014, the Company sold 66,668 shares of common stock to investors in exchange for $100,000 in proceeds in connection with the private placement of the Company’s stock. The shares were not issued as of July 31, 2014.

In connection with the private placement the Company incurred fees of $33,258 consisting of $13,000 in cash and 8,667 warrants with a fair value of $20,258.

(B) Options

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

	Options			Weighted Average Exercise Price
Outstanding – January 1, 2013		223,404		$	1.00
Exercisable – January 1, 2013		-		$	-
Granted		318,000		$	1.00
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – December 31, 2013		541,404		$	1.00
Exercisable – December 31, 2013		428,845		$	1.00
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – January 31, 2014		541,404		$	1.00
Exercisable – January 31, 2014		434,177		$	1.00
Granted		59,000		$	2.95
Exercised		-		$	-
Forfeited/Cancelled		(36,000	)	$	-
Outstanding – July 31, 2014		564,404		$	1.20
Exercisable – July 31, 2014		472,404		$	1.22

Options Outstanding							Options Exercisable
Range of Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.00		505,404	3.52 years	$	1.00		417,904	$	1.00
$	2.95		50,000	4.73 years	$	2.95		50,000	$	2.95
$	2.97		9,000	4.75 years	$	2.97		4,500	$	2.97

F-15

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

At July 31, 2014 and January 31, 2014, the total intrinsic value of options outstanding and exercisable was $429,593 and $1,082,808, respectively.

As of July 31, 2014, the Company has $84,351 in stock-based compensation related to stock options that is yet to be vested. The weighted average expensing period of the unvested options is 1.48 years.

(C) Warrants

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

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2013		505,400	$	1.00
Exercisable – January 1, 2013		-	$	-
Granted		386,667	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2013		892,067	$	1.22
Exercisable – December 31, 2013		892,067	$	1.22
Granted		30,000	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – January 31, 2014		922,067	$	1.22
Exercisable – January 31, 2014		922,067	$	1.22
Granted		189,334	$	2.02
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2014		1,111,401	$	1.36
Exercisable – July 31, 2014		1,013,401	$	1.25

Warrants Outstanding						Warrants Exercisable
Range of Exercise Price		Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$1.00-$2.50	1,111,401	3.71 years	$	1.36		1,013,401	$	1.25

At July 31, 2014 and January 31, 2014, the total intrinsic value of warrants outstanding and exercisable was $607,390 and $1,635,801, respectively.

F-16

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Note 9 - Commitments and Contingencies

Litigations, Claims and Assessments

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Licensing and Royalty Agreements

On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

The term of the Agreement (the “Term”) shall consist of the Exclusive Term and the Non-Exclusive Term. The 12-month period beginning on each January 1 and ending on each December 31 is referred to herein as an “Agreement Year.”

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date, unless terminated or extended as provided herein. Licensor, at its option, may terminate the Exclusive Term by notice in writing to Licensee, delivered between the 60th and the 90th day following the end of any Agreement Year if, on or before the 60th day following the end of such Agreement Year, Licensee has not paid Licensor Royalties with respect to such Agreement Year at least equal to the minimum royalty (the “Minimum Royalty”) for such Agreement Year. Subject to the foregoing sentence, and provided Licensee has not breached this Agreement and failed to cure such breach in accordance herewith, Licensee may extend the Exclusive Term for an additional twenty five (25) years, by notice in writing to Licensor, delivered on or before the 50th anniversary of the Effective Date.

The Non-Exclusive Term begins upon expiration of the Exclusive Term and continues indefinitely thereafter, until terminated by Licensor due to a material breach hereof by Licensee that remains uncured after notice and opportunity to cure in accordance herewith, or until terminated by Licensee.

Either party may terminate this Agreement in the event that the other party materially breaches its obligations and fails to cure such material breach within sixty (60) days following written notice from the non-breaching party specifying the nature of the breach. The following termination rights are in addition to the termination rights provided elsewhere in the agreement

● Termination by Licensee - Licensee shall have the right to terminate this Agreement at any time on sixty (60) days written notice to Licensor. In such event, all moneys paid to Licensor shall be deemed non-refundable.

F-17

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

Under the terms of the Agreement the Company is required to pay quarterly royalty fees as follows:

During the Exclusive Term and the Non-Exclusive Term the Company will pay a royalty equal to the royalty rate (the “Royalty Rate”), multiplied by Company’s “Net Sales”. As used herein, “Net Sales” means gross invoiced sales of Products, directly or indirectly to unrelated third parties, less (a) discounts (including cash discounts), and retroactive price reductions or allowances actually allowed or granted from the billed amount (collectively “Discounts”); (b) credits, rebates, and allowances actually granted upon claims, rejections or returns, including recalls (voluntary or otherwise) (collectively, “Credits”); (c) freight, postage, shipping and insurance charges; (d) taxes, duties or other governmental charges levied on or measured by the billing amount, when included in billing, as adjusted for rebates and refunds; and (e) provisions for uncollectible accounts determined in accordance with reasonable accounting methods, consistently applied.

The Royalty Rate shall be: 6% of net sales up to $500,000 of net sales for each Agreement year; 4% of Net Sales from $500,000 up to $2,500,000 of Net Sales for each Agreement year; 2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year; and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

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

Agreement Year	Minimum Royalty to be Paid with Respect to Such Agreement Year
1st and 2nd	$	-
3rd and 4th	$	50,000
5th, 6th and 7th	$	75,000
8th and 9th	$	100,000
10th and thereafter	$	125,000

The Company incurred $37,096 and $47,006 of royalty expenses for the three months ended July 31, 2014 and June 30, 2013. The Company incurred $115,726, $118,122 and $35,551 of royalty expenses for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014. Royalty expenses are included in general and administrative expenses on the Condensed Consolidated Statement of Operations.

Agreements with Placement Agents and Finders

(A) December 1, 2011

The Company entered into a Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective December 1, 2011 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $6 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

F-18

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

Along with the above fees, the Company shall pay up to $40,000 for expenses incurred by Spartan in connection with this Financing, together with cost of background checks on the officers and directors of the Company.

During the year ended 2012 the Company paid to Spartan fees of $505,400 and issued Spartan 505,400 five year warrants with an exercise price of $1.00.

(B) May 2, 2013

The Company entered into a second Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective May 2, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and up to 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0mil-$5.0mil) outlined in the Spartan Advisory Agreement. On October 29, 2013 the Company entered into an amendment to the Agreement and the $10,000 monthly fee was cancelled.

During the year ended December 31, 2013 the Company paid to Spartan fees of $650,000 and issued Spartan 333,333 five year warrants with an exercise price of $1.50.

F-19

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2014

(C) October 22, 2013

The Company entered into a third Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective October 22, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act, for a minimum of twenty-four months from the date of the agreement, as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $2.5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 for the term of the agreement. Such monthly fee shall survive any termination of the Agreement.

During the year ended December 31, 2013 the Company paid to Spartan financing fees of $104,000 and issued Spartan 53,333 five year warrants with an exercise price of $1.50.

During the month ended January 31, 2014 the Company paid to Spartan financing fees of $58,500 and issued Spartan 30,000 five year warrants with an exercise price of $1.50.

During the six months ended July 31, 2014, the Company paid to Spartan financing fees of $166,400 and issued Spartan 91,333 five year warrants with an exercise price of $1.50.

Note 10 - Subsequent Events

On September 3, 2014, the Company entered into a Loan and Security Agreement (“Loan and Security Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The total facility is for an aggregate principal amount of up to$3,100,000. The facility consists of the following:

●	Accounts Revolving Line of Credit:	$	2,150,000
●	Inventory Revolving Line of Credit:	$	350,000
●	Term Loan Line of Credit:	$	600,000

EGC may from time to time make loans in an aggregate amount not to exceed the Accounts Revolving Line of Credit up to 85% of the net amount of Eligible Accounts (as defined in the Loan and Security Agreement).  EGC may from time to time make loans in an aggregate amount not to exceed the Inventory Revolving Line of Credit against Eligible Inventory (as defined in the Loan and Security Agreement) in an amount up to 50% of finished goods and in an amount up to 20% of raw material. 

The revolving interest rates is equal to the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. The Company is required to pay a one-time facility fee equal to 2.25% of the total $3,100,000 facility. In the event of default, the Company shall pay 10% above the stated rates of interest per the Agreement. The drawdowns are secured by all of the assets of the Company.

On September 3, 2014, the Company also entered into a 5 year $600,000 Secured Promissory Note (” EGC Note”) with EGC. The EGC Note is payable in 60 monthly installments of $10,000. The EGC Note bears interest at highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0% and is payable monthly, in arrears. In the event of default, the Company shall pay 10% above the stated rates of interest per the Loan and Security Agreement. The EGC Note is secured by all of the assets of the Company.

Additionally, in connection with the Loan and Security Agreement, Carl Wolf, the Company’s Chief Executive Officer entered into a Guarantee Agreement with EGC, personally guaranteeing all the amounts borrowed on behalf of the Company under the Loan and Security Agreement.

F-20

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

This quarterly report on Form 10-Q and other reports (collectively, the “Filings”) filed by MamaMancini’s Holdings, Inc. (“MamaMancini’s” or the “Company”) from time to time with the U.S. Securities and Exchange Commission (the “SEC”) contain or may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 20, 2014, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Plan of Operation

The Company plans to increase its distribution of products into new retail outlets in 2014 and 2015. The Company has undertaken a national radio campaign on Sirius XM channels for a substantial portion of this year and also has commercials running on political talk radio. Social media activity has increased with Facebook, Twitter, Pinterest, YouTube, newsletter mailings, blogs, and helpful consumer content and special projects including a recipe bank of videos and MamaMancini’s contest and giveaways. Increased consumer merchandising activity, including virtual couponing, on-pack couponing, mail-in rebates, product demonstrations, and co-op retail advertising has commenced to increase sales to existing customers and new customers.

We believe that the ongoing introduction of the Company’s new line of “all natural” (with the exception of the Bolognese Sauce, which contains bacon) brand Slow Cooked Italian Sauce and various meatball and entrée products show great promise for additional product placements and sales in 2014 and thereafter. These products include Five Cheese Stuffed Meatballs, Chicken Parmigiana Style Stuffed Meatballs, Chicken Florentine Stuffed Meatballs, Gluten Free Beef and Turkey Meatballs, Antibiotic Free Beef and Turkey Meatballs, Mac n’ Mamas, and Orecchiette Pasta with Brocolli and Pork Meatballs. This line is available in bulk food service pack, retail packages in fresh and frozen varieties, and club store pack in fresh varieties. Additionally, the Company plans to continue expansion into various new retailers with placement of its existing “all natural” product line of Beef, Turkey, Pork and Chicken Meatballs and Sauce, as well as Marinara and Italian sauce with beef flavors.

5

The Company has key sales personnel and a sales network of broker representatives. Management continues to solicit all major supermarket retailers, club stores and mass market accounts. Additionally, the Company has begun an effort to develop presentations to major entities in the sandwich, burger, and Italian sub quick-serve industry through a fee based consultant. The Company is also soliciting business in Canada and the Caribbean.

The Company owns 13% of the common equity of Meatball Obsession and is its exclusive supplier of meatball products. Meatball Obsession offers a fast service menu of take-out meatball offerings. At present Meatball obsession has 4 locations. However, there is no guarantee that Meatball Obsession will perform up to its expectations or be able to open any more units in the future.

The Company has a five year supply agreement with a manufacturer (the “Manufacturer”) who is a related party. The manufacturer is owned by the CEO and president of the Company.

The Company increased its manufacturing source of supply in 2014 to meet an anticipated increased demand. Additions of high speed equipment and new production order flow have begun to occur. As sales increase, the Company expects that its packaging costs will decrease as it purchases longer runs of material and supplies but cannot guarantee that such packaging costs will decrease with the purchase of such materials or at all. The Company also expects that the labor costs component of the cost of goods sold will decrease in the later part of the year with higher speed equipment and order flow but cannot guarantee any such decrease in the labor costs.

The Company expects to have an operating loss in 2014 due to the investment in developing new and expanded business. These investments include slot fees to gain initial distribution, special marketing demo events to induce trial, major promotional campaigns for initial trial customers, short runs on new products, raising manufacturing costs, sample expenses, market research, design and label costs, product development costs, and the cost of additional personnel or fee based marketing and sales support while this new business is developing.

The Company is contemplating an acquisition of the Manufacturer. No assurances can be made that the Company will acquire the Manufacturer at any time.

The Company believes that MamaMancini’s products have the ability to grow into several areas of consumption by consumers such as frozen Italian specialties, frozen meat, fresh meat, prepared foods, hot bars, cold bars in delis, and sandwich sections of supermarkets and other retailers. In addition, the Company believes that MamaMancini’s products can be sold into food service channels, mass market, export or as a component of other products.

Results of Operations for the three months ended July 31, 2014 and June 30, 2013

The following table sets forth the summary income statement for the three months ended July 31, 2014 and June 30, 2013 (unaudited):

	Three Months Ended
	July 31, 2014			June 30, 2013
Sales - Net of slotting fees and discounts (1)	$	2,249,768		$	1,700,388
Gross Profit	$	658,864		$	514,502
Operating Expenses	$	(1,425,552	)	$	(1,266,049	)
Other Income (Expense)	$	(26,710	)	$	(1,525	)
Net Loss	$	(793,398	)	$	(753,072	)

(1) Slotting fees are required in new placements with some, but not a majority of supermarket chains that the Company does business with. They are negotiated with each chain depending upon the expected return to the Company. We believe that we have successfully negotiated such slotting fees to a relatively low expense. We have taken into account future fees currently being negotiated in preliminary negotiations for new placements. We do not believe our size or financial limitations are an impediment to being able to pay such slotting fees. Slotting fee costs are an expense in growing the business as are other marketing and sales costs and the Company has accounted for these fees in assessing its estimated working capital for the next twelve months.

6

For the three months ended July 31, 2014 and June 30, 2013, the Company reported a net loss of $(793,398) and $(753,072), respectively. The change in net loss between the three months ended July 31, 2014 and June 30, 2013 was primarily attributable to following significant events:

● The Company commenced operations during 2010 and has experienced significant growth in sales for the comparable periods. The Company has sold into approximately 29,500 retail and grocery locations at July 31, 2014 as compared to approximately 17,000 at June 30, 2013. The Company has reinvested net proceeds from sales to further develop brand awareness.

● Advertising and promotional expense increased by $57,500 which does not include marketing and social media costs as discussed below and in Note 2 to the condensed consolidated financial statements.

● Stock-based compensation expense increased by $15,800.

● Commission expenses increased by $23,600.

● Product development costs increased by $20,100.

● Postage and freight increased by $55,900.

● Depreciation expense increased $38,200.

● Marketing research and social media costs increased by $48,100.

● Trade show and travel expenses decreased by $28,700.

● Royalty expenses decreased by $9,900.

● Professional fees decreased by $11,800.

● Payroll and related expenses decreased by $44,600.

Sales: Sales, net of slotting fees and discounts increased by approximately 32% to $2,249,768 during the three months ended July 31, 2014, from $1,700,388 during the three months ended June 30, 2013. The increase in sales is primarily related to the Company executing on their expansion strategy. The Company has sold into approximately 29,500 retail and grocery locations at July 31, 2014 as compared to approximately 17,000 at June 30, 2013. The Company commenced operations during 2010.

Gross Profit: The gross profit margin decreased by approximately 1% from 30% for the three months ended June 30, 2013 to 29% for the three months ended July 31, 2014. This decrease is primarily attributable to a change in product mix.

Operating Expenses: Operating expenses increased by 13% during the three months ended July 31, 2014, as compared to the three months ended June 30, 2013. The $159,503 increase in operating expenses is primarily attributable to the following approximate increases in operating expenses:

● Stock-based compensation of $15,800 as a result of stock options expensed during the period;

● Advertising and promotional expenses of $57,500 related to an increase in spending on our new radio advertising campaign and special promotions which does not include marketing and social media costs as discussed below and in Note 2 to the condensed consolidated financial statements;

● Commission expenses of $23,600 related to increased sales;

● Postage and freight of $55,900 due to higher sales slightly offset by some customers picking up their product in lieu of having it shipped to them;

● Depreciation expense of $38,200 due to new fixed asset purchases during the period;

● Amortization expense of $4,300 related to the closing costs incurred on the Company’s line of credit;

● Marketing research and social media costs increased by $48,100 due to the Company electing to spend more on market research and social media, which primarily consisted of four marketing research projects to develop new products; and

● Product development costs increased by $20,100 due to the Company expanding its line of products.

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These expense increases were offset by decreases in the following expenses:

● Professional fees of $11,800 due to a decrease in legal expenses and professional fees which were offset by an increase in fees to an investment banker and financial consultants related to equity raises;

● Trade show and travel expenses of $28,700 related to the members of the Company traveling and attending less trade shows;

● Royalties of $9,900 related to a graduated decrease in percentage of sales as sales increase awarded according to royalty agreement; and

● Payroll and related expense of $44,600 as compensation to a reduction in executive sales personnel.

Other Income (Expense): Other expenses increased by $25,200 to $(26,710) for the three months ended July 31, 2014 as compared to $(1,525) during the three months ended June 30, 2013. For the three months ended July 31, 2014, other expenses consisted of $26,710 in interest expense incurred on the Company’s line of credit resulting from the FGI agreement signed in January 2014. For the three months ended June 30, 2013, other expenses consisted of $1,525 in interest expense incurred on the Company’s line of credit. The Company’s line of credit originally signed in October 2010 was repaid and cancelled on September 9, 2013.

Results of Operations for the six months ended July 31, 2014 and June 30, 2013

The following table sets forth the summary income statement for the six months ended July 31, 2014 and June 30, 2013 (unaudited):

	Six Months Ended
	July 31, 2014			June 30, 2013
Sales - Net of slotting fees and discounts (1)	$	4,832,917		$	3,472,552
Gross Profit	$	1,461,788		$	1,004,564
Operating Expenses	$	(2,912,731	)	$	(2,365,249	)
Other Income (Expense)	$	(43,344	)	$	(3,775	)
Net Loss	$	(1,494,287	)	$	(1,364,460	)

(1) Slotting fees are required in new placements with some, but not a majority of supermarket chains that the Company does business with. They are negotiated with each chain depending upon the expected return to the Company. We believe that we have successfully negotiated such slotting fees to a relatively low expense. We have taken into account future fees currently being negotiated in preliminary negotiations for new placements. We do not believe our size or financial limitations are an impediment to being able to pay such slotting fees. Slotting fee costs are an expense in growing the business as are other marketing and sales costs and the Company has accounted for these fees in assessing its estimated working capital for the next twelve months.

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For the six months ended July 31, 2014 and June 30, 2013, the Company reported a net loss of $(1,494,287) and $(1,364,460), respectively. The change in net loss between the six months ended July 31, 2014 and June 30, 2013 was primarily attributable to following significant events:

● The Company commenced operations during 2010 and has experienced significant growth in sales for the comparable periods. The Company has sold into approximately 29,500 retail and grocery locations at July 31, 2014 as compared to approximately 17,000 at June 30, 2013. The Company has reinvested proceeds to further develop brand awareness.

● Advertising and promotional expense increased by $356,800 which does not include marketing and social media costs as discussed below and in Note 2 to the condensed consolidated financial statements.

● Stock-based compensation expense increased by $20,000.

● Product development costs increased by $35,900.

● Commission expenses increased by $51,400.

● Postage and freight increased by $98,300.

● Insurance expense increased $9,300.

● Depreciation expense increased $49,700.

● Marketing research and social media costs increased by $88,300.

● Royalty expenses decreased by $2,400.

● Trade show and travel expenses decreased by $22,200.

● Professional fees decreased by $35,000.

● Payroll and related expenses decreased by $78,900.

Sales: Sales, net of slotting fees and discounts increased by approximately 39% to $4,832,917 during the six months ended July 31, 2014, from $3,472,552 during the period ended June 30, 2013. The increase in sales is primarily related to the Company executing on their expansion strategy. The Company has sold into approximately 29,500 retail and grocery locations at July 31, 2014 as compared to approximately 17,000 at June 30, 2013. The Company commenced operations during 2010.

Gross Profit: The gross profit margin increased by approximately 1% from 29% for the six months ended June 30, 2013 to 30% for the six months ended July 31, 2014. This increase is primarily attributable to an improved product mix as well as decreased slotting fees and discounts.

Operating Expenses: Operating expenses increased by 23% during the six months ended July 31, 2014, as compared to the six months ended June 30, 2013. The $547,482 increase in operating expenses is primarily attributable to the following approximate increases in operating expenses:

● Advertising and promotional expenses of $356,800 related to spending on our advertising campaign and special promotions which does not include marketing and social media costs as discussed below and in Note 2 to the condensed consolidated financial statements;

● Stock-based compensation of $20,000 as a result of stock options expensed during the period;

● Commission expenses of $51,400 related to increased sales;

● Postage and freight of $98,300 due to higher sales slightly offset by some customers picking up their product in lieu of having it shipped to them;

● Depreciation expense of $49,700 due to new fixed asset purchases during the period;

● Amortization expense of $4,300 related to the closing costs incurred on the Company’s line of credit;

● Marketing research and social media costs increased by $88,300 due to the Company electing to spend more on market research and social media, which primarily consisted of four marketing research projects to develop new products; and

● Product development costs increased by $35,900 due to the Company expanding its line of products.

9

These expense increases were offset by decreases in the following expenses:

● Professional fees of $35,000 due to a decrease in legal expenses and professional fees which were offset by an increase in fees to an investment banker and financial consultants related to equity raises;

● Trade show and travel expenses of $22,200 related to members of the Company traveling and attending less trade shows;

● Royalties of $2,400 related to a graduated decrease in percentage of sales as sales increase awarded according to royalty agreement; and

● Payroll and related expense of $78,900 as compensation to a reduction in executive sales personnel.

Other Income (Expense): Other expenses increased by $39,569 to $(43,344) for the six months ended July 31, 2014 as compared to $(3,775) during the six months ended June 30, 2013. For the six months ended July 31, 2014, other expenses consisted of $43,344 in interest expense incurred on the Company’s line of credit resulting from the FGI agreement signed in January 2014. For the six months ended June 30, 2013, other expenses consisted of $3,775 in interest expense incurred on the Company’s line of credit. The Company’s line of credit originally signed in October 2010 was repaid and cancelled on September 9, 2013.

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at July 31, 2014 compared to January 31, 2014:

	Period Ended
	July 31, 2014 (unaudited)		January 31, 2014		Increase/(Decrease)
Current Assets	$	3,780,123	$	4,244,648	$	(464,525	)
Current Liabilities	$	711,194	$	818,001	$	(106,807	)
Working Capital	$	3,068,929	$	3,426,647	$	(357,718	)

As of July 31, 2014, we had working capital of $3,068,929 as compared to working capital of $3,426,647 as of January 31, 2014, a decrease of $357,718. The decrease in working capital is primarily attributable to an increase in accounts receivable, inventory, prepaid expenses, deposit with related party manufacturer which is offset by a decrease in accounts payable and accrued expenses and a decrease in the outstanding line of credit balance offset by a decrease in cash and a decrease in receivable from related party. During the six months ended July 31, 2014, the Company raised net proceeds of the $1,030,790 from the sale of 1,620,001 shares of common stock and received proceeds of $100,000 for common stock subscribed.

Net cash used in operating activities for the six months ended July 31, 2014 and June 30, 2013 was $2,390,068 and $1,571,870, respectively. The net loss for the six months ended July 31, 2014 and June 30, 2013 was $1,494,287 and $1,364,460, respectively.

Net cash used in all investing activities for the six months ended July 31, 2014 was $223,741 as compared to $402,037 for the six months ended June 30, 2013. During the six months ended July 31, 2014, the Company paid approximately $223,700 to acquire new machinery and equipment. During the six months ended June 30, 2013, the Company paid $77,000 for the purchase of new machinery and equipment, $295,000 for the acquisition of a company and $30,000 for a loan to a related party.

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Net cash provided by all financing activities for six months ended July 31, 2014 was $1,186,943 as compared to $150,000 for the six months ended June 30, 2013. During the six months ended July 31, 2014 the Company raised net proceeds of $1,030,790 from the sale of 1,620,001 shares of common stock and $100,000 for common stock subscribed and net borrowings of $70,637 for transactions pursuant to the line of credit agreement which were offset by $14,484 paid for debt issuance costs. During the six months ended June 30, 2013, the Company had net borrowings of $150,000 for transactions pursuant to the line of credit agreement.

The Company believes that our existing available cash along with estimated net proceeds from the issuance of securities during January 2014 and the six months ended July 31, 2014 in addition to the line of credit entered into in January 2014 will enable the Company to meet the working capital requirements for at least 12 months. The estimated working capital requirement for the next 12 months is approximately $2,000,000 which equates to an estimated burn rate of $167,000 per month. The Company continues to explore potential expansion opportunities in the industry in order to boost sales while leveraging distribution systems to consolidate lower costs.

As reflected in the accompanying condensed consolidated financial statements, the Company has a net loss and net cash used in operations of $1,494,287 and $2,390,068, respectively, for the six months ended July 31, 2014.

The ability of the Company to continue its operations is dependent on Management’s plans, which include the raising of capital through debt and/or equity markets with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence.

The Company may require additional funding to finance the growth of its current and expected future operations as well as to achieve its strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, though there is no guarantee it will be able to do so.

During the month ended January 31, 2014 and the six months ended July 31, 2014, Management raised capital through equity financings. The Company intends to utilize the capital in order to further advertise and market the Company’s brand and to assist in penetrating additional distribution channels.

Recent Accounting Pronouncements

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers.  In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted.  Accounting Standards Update 2014-09.  The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the condensed consolidated financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the condensed consolidated financial statements.

Critical Accounting Policies

Our condensed consolidated financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

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Our significant accounting policies are summarized in Note 2 of our condensed consolidated financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

We believe the following critical accounting policies and procedures, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements:

Use of Estimates - The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Stock-Based Compensation - The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” established financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling, Goods or Services”.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Share-based payment awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the condensed consolidated Statement of Operations.

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When computing fair value of share-based payments, the Company has considered the following variables:

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant.

● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future.

● The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110.

● The warrant term is the life of the warrant.

● The expected volatility was benchmarked against similar companies in a similar industry.

● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

Revenue Recognition - The Company follows the guidance of the Securities and Exchange Commission’s Staff Accounting Bulletin No. 104 for revenue recognition and records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products. Sales are recognized upon shipment of products to customers.

Advertising - Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred.

Off Balance Sheet Arrangements:

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not hold any derivative instruments and do not engage in any hedging activities.

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Based on evaluation as of the end of the period covered by this Form 10-Q, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Since January 2012, Brio Financial Group, LLC (“Brio”) has been engaged by the Company to perform outsourced CFO functions including, preparing annual and quarterly financial statements and accompanying notes in accordance with Generally Accepted Accounting Principles (GAAP) in coordination with our independent auditor and provides consultation in the accounting of complex financial transactions, such as the valuation, recognition, reporting and disclosure of all equity transactions, and complex financial instruments.

Brio is a financial and management consulting group based in Somerset, New Jersey. The focus of the firm is to provide outsourced financial management and financial reporting support to small and middle market entities, both publicly and privately owned. The management team at Brio consists of seasoned CFO executives, all with over 15 years of experience in public accounting. Currently, the team provides consulting services to over 30 private and publicly traded companies.

Brio professionals have experience dealing with both domestic as well as international client bases. The professionals have represented companies on multiple exchanges.

In addition to compliance work, financial reporting and taxation, Brio offers financial management services.  These services consist of merger and acquisition consulting, budgeting and financial modeling, capital procurement, accounting system development and maintenance, among others.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the SEC on March 20, 2014.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Other than previously reported on the Company’s Current Reports on Form 8-K, there have been no unregistered sales of equity securities for the quarter ended July 31, 2014.

Item 3. Defaults upon Senior Securities.

There has been no default in payment of principal, interest, sinking or purchase fund installment, or any other material default, with respect to any indebtedness of the Company.

Item 4. Mine Safety Disclosure.

Not applicable.

Item 5. Other Information.

As described in Note 10 hereof, on September 3, 2014, the Company entered into a Loan and Security Agreement (“Loan and Security Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The total facility is for an aggregate principal amount of up to$3,100,000. The facility consists of the following:

●	Accounts Revolving Line of Credit:	$	2,150,000
●	Inventory Revolving Line of Credit:	$	350,000
●	Term Loan Line of Credit:	$	600,000

EGC may from time to time make loans in an aggregate amount not to exceed the Accounts Revolving Line of Credit up to 85% of the net amount of Eligible Accounts (as defined in the Loan and Security Agreement). EGC may from time to time make loans in an aggregate amount not to exceed the Inventory Revolving Line of Credit against Eligible Inventory (as defined in the Loan and Security Agreement) in an amount up to 50% of finished goods and in an amount up to 20% of raw material.

The revolving interest rates is equal to the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. The Company is required to pay a one-time facility fee equal to 2.25% of the total $3,100,000 facility. In the event of default, the Company shall pay 10% above the stated rates of interest per the Agreement. The drawdowns are secured by all of the assets of the Company.

On September 3, 2014, the Company also entered into a 5 year $600,000 Secured Promissory Note (“EGC Note”) with EGC. The EGC Note is payable in 60 monthly installments of $10,000. The EGC Note bears interest at highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0% and is payable monthly, in arrears. In the event of default, the Company shall pay 10% above the stated rates of interest per the Loan and Security Agreement. The EGC Note is secured by all of the assets of the Company.

Additionally, in connection with the Loan and Security Agreement, Carl Wolf, the Company’s Chief Executive Officer entered into a Guarantee Agreement with EGC, personally guaranteeing all the amounts borrowed on behalf of the Company under the Loan and Security Agreement.

Item 6. Exhibits.

Exhibit No.	Description
10.1	Loan and Security Agreement, dated September 3, 2014, by and between the Company and Entrepreneur Growth Capital
10.2	Promissory Note issued in favor of Entrepreneur Growth Capital, dated September 3, 2014
31.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
31.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 302 of 2002*
32.1	Certification of Principal Executive Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2	Certification of Principal Financial Officer, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS	XBRL Instance Document**
101.SCH	XBRL Taxonomy Extension Schema Document**
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB	XBRL Taxonomy Extension Label Linkbase Document**
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document**

* Filed herewith.

** Furnished herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	MAMAMANCINI’S HOLDINGS, INC.
Date: September 8, 2014	By:	/s/ Carl Wolf
	Name:	Carl Wolf
	Title:	Chief Executive Officer
		(Principal Executive Officer)
		(Principal Financial Officer)
	By:	/s/ Lewis Ochs
	Name:	Lewis Ochs
	Title:	(Principal Accounting Officer)

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EX-10.1

Loan and SECURITY AGREEMENT

BETWEEN

ENTREPRENEUR GROWTH CAPITAL LLC

505 Park Avenue

New York, New York 10022

Lender

AND

MAMAMANCINI’S, INC.

25 Branca Road

East Rutherford, NJ 07073

Borrower

This LOAN AND SECURITY AGREEMENT (“Agreement”) dated on or about September _____, 2014, between MAMAMANCINI’S, INC., a Delaware corporation having its principal place of business at 25 Branca Road, East Rutherford, NJ 07073 (“Borrower”), and ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company, having a principal office at 505 Park Avenue, 6^th Floor, New York, NY 10022 (hereinafter called “Lender”). This Agreement sets forth the terms and conditions upon which Lender may, in its sole and absolute discretion, make loans, advances and other financial accommodations to or for the benefit of Borrower upon the security referred to herein.

Section 1. DEFINED TERMS

1.1. All capitalized terms used in this Agreement are defined either in this Agreement, in the attached loan schedule (“Loan Schedule”), or in any supplement to this Agreement or Loan Schedule. All terms used herein which are defined in Article 1 or Article 9 of the Uniform Commercial Code (the “UCC”) shall have the same meaning as presently or as may hereafter be given therein unless otherwise defined in this Agreement. All references to the plural shall also mean the singular.

1.2. “Account” or “Accounts” shall have the same meaning as contained in Article 9 of the UCC and shall also include contract rights and general intangibles related to Accounts, payment intangibles, instruments, and to all proceeds thereof including, but not limited to, the proceeds of any insurance thereon whether or not specifically assigned to Lender.

1.3. “Account Debtor” shall have the same meaning as contained in Article 9 of the UCC and shall also include each debtor or obligor in any way obligated on or in connection with any Account.

1.4. “Closing Date” means the date of the initial advance made by Lender pursuant to this Agreement.

1.5. “Collateral” shall have the meaning set forth in Section 3.1 of this Agreement.

1.6. “Collateral Monitoring Fee” shall have the meaning set forth in the Loan Schedule.

1.7. “Costs and Expenses” shall include, but not be limited to reasonable commissions, fees, appraisal fees, taxes, title insurance premiums, internal and external field examination expenses for routine and non-routine audits and field examinations, filing, recording and search expenses, reasonable internal and external attorney’s fees and disbursements (as may be incurred with respect to the effectuation of this Agreement or any claim of any nature or litigation whatsoever arising out of or as a result of the interpretation of this Agreement or the financing provided for hereunder, including, but not limited to, all fees and expenses for the service and filing of papers, premiums on bonds and undertakings, fees of marshals, sheriffs, custodians, auctioneers and others, reasonable travel expenses and all court costs and collection charges), postage, wire transfer fees, check dishonor fees and other reasonable internal and/or external fees, costs and expenses arising out of or relating to the negotiations, preparation, consummation, administration and enforcement of this Agreement and/or the other Loan Documents and Lender’s rights hereunder and thereunder, or the collection of any payments owing from, Borrower under this Agreement and/or the other Loan Documents or the protection, preservation or defense of the rights of Lender hereunder and under the other Loan Documents, and any refinancing or restructuring of the credit arrangements provided under this Agreement and other Loan Documents in the nature of a “work-out” or of any insolvency or bankruptcy proceedings.

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1.8 “Eligible Accounts” means Accounts arising in the ordinary course of Borrower’s business from the sale of goods or rendition of services, which Lender, in its reasonable business discretion, shall deem eligible based on such considerations as Lender may from time to time deem appropriate. Without limiting the foregoing, a Account shall not be deemed to be an Eligible Account if (i) the Account Debtor has failed to pay the Account within a period of ninety (90) days after invoice date; (ii) the Account Debtor has failed to pay more than 25% of all outstanding Accounts owed by it to Borrower within ninety (90) days after invoice date; (iii) the Account Debtor’s total obligations to Borrower exceed 15%* of all Eligible Accounts, to the extent of such excess; (iv) the Account Debtor is a subsidiary or affiliate of Borrower; (v) the goods relating thereto are placed on consignment, guaranteed sale, “bill and hold,” “COD” or other terms pursuant to which payment by the Account Debtor may be conditional; (vi) the Account Debtor is not located in the United States unless the Account is supported by a letter of credit or other form of guaranty or security, in each case in form and substance satisfactory to Lender; (vii) the Account Debtor is the United States or any department, agency or instrumentality thereof or any State, city or municipality of the United States, except as otherwise agreed to in writing by Lender; (viii) Borrower is or may become liable to the account debtor for goods sold or services rendered by the account debtor to Borrower; (ix) the Account Debtor disputes liability or makes any claim with respect thereto, or is subject to any insolvency or bankruptcy proceeding, or becomes insolvent, fails or goes out of a material portion of its business; (x) the amount thereof consists of late charges or finance charges; (xi) the amount thereof consists of a credit balance more than ninety (90) days past due; (xii) the invoice constitutes a progress billing on a project not yet completed, except that the final billing at such time as the matter has been completed and delivered to the customer may be deemed an Eligible Account; (xiii) the amount thereof is not yet represented by an invoice or bill issued in the name of the applicable Account Debtor; (xiv) the amount thereof is denominated in or payable with any currency other than U.S. Dollars; or (xv) such Account is not at all times subject to Lender’s duly perfected first priority security interest. In determining eligibility, Lender may, but need not, rely on agings, reports and schedules of Accounts furnished by Borrower but reliance by Lender thereon from time to time shall not be deemed to limit its right to revise standards of eligibility at any time without notice as to both Borrower’s present and future Accounts. *Without limiting Lender’s discretion hereunder, at Borrower’s request and Lender’s sole but reasonable business discretion, concentration limits for eligibility purposes may be raised up to 40% on certain Account Debtors such as Walmart, Costco, C&S, Publix and Wakefern, provided, such increased concentration limits would apply to Accounts aged less than 60 days.

1.9. “Eligible Inventory” means Inventory which Lender, in its reasonable business discretion, deems Eligible Inventory, based on such considerations as Lender may from time to time deem appropriate. Without limiting the generality of the foregoing, no Inventory shall be Eligible Inventory unless, in Lender’s reasonable business discretion, such Inventory (i) consists of raw materials and finished goods, in good, new and salable condition which are not obsolete, unmerchantable, slow moving, returned, damaged and/or defective, (ii) are not comprised of work in process, packaging materials or supplies; (iii) meets all standards imposed by any governmental agency or authority; (iv) conforms in all respects to the warranties and representations set forth herein; (v) is at all times subject to Lender’s duly perfected, first priority security interest; and (vi) is situated at a location in compliance with this Agreement. Eligible Inventory shall be valued at the lower of cost or market price.

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1.10. “Equipment” shall have the same meaning as contained in Article 9 of the UCC and shall also include all of Borrower’s present and hereafter acquired machinery, molds, machine tools, motors, furniture, equipment, furnishings, fixtures, trade fixtures, motor vehicles, tools, parts, dyes, jigs, goods and other tangible personal property (other than Inventory) of every kind and description used in Borrower’s operations or owned by Borrower and any interest in any of the foregoing, and all attachments, accessories, accessions, replacements, substitutions, additions or improvements to any of the foregoing, wherever located.

1.11. “Facility Fee” shall have the meaning set forth in the Loan Schedule.

1.12. “Inventory” shall have the same meaning as contained in Article 9 of the UCC and shall also include all of Borrower’s now owned and hereafter acquired goods, merchandise or other personal property, wherever located, to be furnished under any contract of service or held for sale or lease, all raw materials, work in process, finished goods and materials and supplies of any kind, nature or description which are or might be used or consumed in Borrower’s business or used in connection with the manufacture, packing, shipping, advertising, selling or finishing of such goods, merchandise or other personal property, and all documents of title or other documents representing any of the above, and Borrower’s books relating to any of the foregoing. Unless otherwise stated, Inventory shall be valued at the lower of Borrower’s cost or market price.

1.13. “Loan Documents” means, collectively, this Agreement, any promissory note or notes executed by Borrower and payable to Lender, any other present or future agreement entered into in connection with this Agreement, all corporate and personal guaranties and subordination agreements in connection with this Agreement, together with all alterations, amendments, changes, extensions, modifications, refinancings, refundings, renewals, replacements, restatements, or supplements, of or to any of the foregoing.

1.14. “Loan Party” means Borrower, each guarantor and each other party (other than Lender) to any Loan Document.

1.15. “Minimum Interest Charge” shall have the meaning set forth in the Loan Schedule.

1.16. “Net Amount of Eligible Accounts” shall mean the gross amount of Eligible Accounts less sales, excise or similar taxes, and less returns, discounts, claims, credits, reserves (as determined by Lender in its sole discretion) and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed. In determining the Net Amount of Eligible Accounts, Lender shall deduct the amount of accrued rebates set forth on an accrued rebate schedule/report prepared by Borrower, in form and substance acceptable to Lender, setting forth, among other things, the amount of accrued rebates, discounts, slotting fees and other items that dilute the value and/or collectability of Accounts (the “Accrued Rebate Report”). The Accrued Rebate Report shall be submitted to Lender each time Borrower requests a Loan or advance hereunder.

1.17. “Net Amount of Eligible Inventory” shall mean the gross amount of Eligible Inventory less estimated sales, excise or similar taxes on the sale price, and less returns, discounts, claims, credits, reserves (as determined by Lender in its reasonable business discretion) and allowances of any nature at any time issued, owing, granted, outstanding, available or claimed.

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1.18. “Obligations” shall mean any and all loans, advances, accommodations, indebtedness, liabilities, Costs and Expenses and all obligations of every kind and nature owing by Borrower to Lender, whether as principal, guarantor or otherwise, arising under this Agreement, the other Loan Documents, or any supplement hereto or thereto, whether now existing or hereafter arising, whether direct or indirect, absolute or contingent, joint or several, due or not due, primary or secondary, liquidated or unliquidated, secured or unsecured, original, renewed, modified or extended, and whether arising directly or acquired from others (including, without limitation, wherever applicable, Lender’s participations or interests in Borrower’s obligations to others) and including, without limitation, all sums chargeable to Borrower hereunder or under any of the other Loan Documents, of whatever nature, including commissions, interest, expenses, costs and reasonable attorneys’ fees. If more than one Borrower, each Borrower shall be jointly and severally liable for all of the Obligations hereunder and under any other agreement between Lender and any Borrower.

1.19. “Person” means any individual, sole proprietorship, partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, government, or any agency or political division thereof, or any other entity.

1.20. “Total Facility” as used herein is $3,100,000.00, provided, however, the maximum loans and advances against Accounts is $2,150,000.00 (the “Accounts Line of Credit”); the maximum loans and advances against Inventory is $350,000.00 (the “Inventory Line of Credit”); and the maximum amount of term loans is $600,000.00 (the “Term Loan Line of Credit”), or such other amount as shall be determined at Lender’s reasonable business discretion.

Section 2. LOANS AND ADVANCES; INTEREST RATE AND OTHER CHARGES

2.1. Loans. Whenever the Borrower makes a request (but not more frequently than twice a week unless Lender consents), Lender shall make loans, advances and/or extend credit to or for the Borrower; but Lender shall not be obligated to make loans, advances and/or extend credit beyond the Total Facility set forth herein and in the Loan Schedule and subject to deduction of any loan reserves (“Loan Reserves”) Lender deems proper from time to time in its reasonable business discretion, and less amounts Lender may be obligated to pay in the future on behalf of Borrower. Advances under the Total Facility (“Loans” and individually, a “Loan”) shall be comprised of the amounts shown on the Loan Schedule. Loan Reserves shall include, but not be limited to, the amount of accrued rebates set forth on the Accrued Rebate Report.

2.2 Interest and Fees. The Borrower shall pay Lender the interest and fees set forth on the Loan Schedule, but only to the maximum extent permitted by applicable law. Borrower shall pay principal, interest, and all other amounts payable hereunder, or under any other Loan Document, without any deduction whatsoever, including, but not limited to, any deduction for any setoff or counterclaim. In no event shall the Revolving Interest Rate, Term Interest Rate or the Default Rate of Interest exceed the highest rate permitted under any applicable law or regulation. If any part or provision of this Agreement is in contravention of any such law or regulation, such part or provision shall be deemed amended to conform thereto, and any payment of interest and fees which individually or collectively might be deemed to be in excess of the highest rate permitted by law shall be credited against Borrower’s Obligations as principal repayments of loans and advances made hereunder, to the extent of such excess.

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2.3 Overlines; Overadvances. If at any time or for any reason the outstanding amount of advances extended or issued pursuant hereto exceeds any of the dollar limitations (“Overline”) or percentage limitations (“Overadvance”) in the Loan Schedule on any day in any month, then Borrower shall, upon Lender’s demand, promptly pay to Lender, in cash, the full amount of such Overline or Overadvance which would be applied to reduce the outstanding principal balance of the Loans or any other Obligations. Without limiting Borrower’s obligation to repay to Lender the amount of any Overline or Overadvance, Borrower agrees to pay Lender interest on the outstanding principal amount of any Overline or Overadvance, at the rate set forth on the Loan Schedule, whether any such Overline or Overadvance is made with or without Lender’s knowledge or consent.

2.4. (a) Establishment of a Lockbox Account or Dominion Account. Borrower shall cause all proceeds of Collateral to be remitted directly to Lender by instructing its Account Debtors to direct their payments as follows:

Name of Borrower

Accounting Department

505 Park Avenue, 6^th Floor

New York, NY 10022

(b) Lender may, at any time and from time to time, direct Borrower to collect and deliver to Lender in their original form, within two (2) business days of the actual receipt thereof, all checks, drafts, notes, acceptances, cash, wire transfers and any other evidences of payment, and/or direct Borrower to cause all proceeds of Collateral to be deposited into a lock box account or other blocked account as Lender may require or take any other action Lender may reasonably request.

2.5. Clearance or Float Days. In computing interest on the Obligations, all checks, wire transfers and other items of payment received by Lender (including proceeds of Accounts and payment of the Obligations in full) shall be deemed applied by Lender on account of the Obligations on the day such payment is received or, if received after 12noon New York, NY time, the next business day. However, Lender shall be entitled to charge Borrower’s account four (4) business days of “clearance” or “float” at the Revolving Interest Rate set forth in the Loan Schedule, on all checks, wire transfers and other items received by Lender, regardless of whether such four (4) business days of clearance or float actually occur, and such charge shall be deemed to be the equivalent of charging four (4) business days of interest on such payments and/or collections. The four (4) business days clearance or float charge on all payments and collections is acknowledged by the parties to constitute an integral aspect of the pricing of Lender’s financing to Borrower. Lender shall not, however, be required to credit Borrower’s account for the amount of any item of payment which is unsatisfactory to Lender, in Lenders reasonable business discretion, and Lender may charge Borrower’s loan account for the amount of any item of payment which is returned to Lender unpaid.

2.6. Application of Collateral and Payments. Except as otherwise provided herein, Lender shall have the continuing and exclusive right to apply or reverse and re-apply any and all payments to any portion of the Obligations in such order and manner as Lender shall determine in its reasonable business discretion. To the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower’s benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balances, in its reasonable business discretion.

2.7. Monthly Accountings. All Obligations shall be charged to an account in the Borrower’s name as maintained on Lender’s books. Lender shall render to Borrower a monthly statement of its account which statement shall be deemed correct, accepted by, and conclusively binding upon Borrower as an account stated, except to the extent that Borrower shall deliver to Lender written notice of any specific exceptions thereto within twenty (20) days after the date such statement is rendered.

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2.8. Charges to Borrower’s Account. All principal, interest, fees, commissions, charges, Costs and Expenses (including reasonable attorneys’ fees) incurred with or in respect of this Agreement, the other Loan Documents or any supplement or amendment hereto or thereto (all of which shall be cumulative and not exclusive) and any and all Obligations shall be charged to Borrower’s account as maintained by Lender. In furtherance thereof, Borrower hereby authorizes Lender to charge the Borrower’s loan account on the first day of each month or as Lender otherwise determines: (a) all Costs and Expenses; (b) all interest; and (c) all fees and other charges provided in this Agreement and the other Loan Documents.

Section 3. GRANTING PROVISIONS; SECURITY INTEREST

3.1 Grant of Security. As security for the prompt performance, observance and payment in full of all Obligations, Borrower hereby pledges, assigns, transfers and grants to Lender a first priority security interest in, and continuing lien upon, and right of setoff against, all of the assets of every kind and nature of Borrower, in each case, whether now owned or existing or hereafter created, acquired or arising and wherever located, all of which are herein collectively referred to as the “Collateral” including but not limited to, the following assets as defined under the UCC: (a) Accounts, contract rights and the proceeds thereof; (b) Chattel Paper, including Electronic Chattel Paper and tangible Chattel Paper; (c) Collateral; (d) Commercial Tort Claims; (e) Deposit Accounts; (f) Documents; (g) Equipment, machinery, furniture, furnishings and fixtures and all parts, tools, accessories and Accessions; (h) Fixtures; (i) General Intangibles, including but not limited to patents, trademarks and tradenames and the goodwill and inherent value associated therewith, tax refunds, customer lists, insurance claims and goodwill of Borrower; (j) Goods; (k) Health Care Insurance Receivables; (l) Instruments; (m) Inventory, merchandise, materials, whether raw, work in progress or finished goods, packaging and shipping materials and all other tangible property held for sale or lease; (n) Investment Property; (o) Letter of Credit Rights; (p) Payment Intangibles; (q) Proceeds, including Cash Proceeds and Non-Cash Proceeds, and proceeds of any insurance policies covering any of the Collateral; (r) Promissory Notes; (s) Records, including all books, records and other property at any time evidencing or relating to any of the foregoing, and all electronic means of storing such Records; (t) to the extent not otherwise included above, all collateral support and Supporting Obligations relating to any of the foregoing; and (u) to the extent not otherwise included above, all Proceeds, products, accessions, rents and profits of or in respect of any of the foregoing. The security interests granted herein shall remain effective whether or not the Collateral covered thereby is acceptable to Lender or deemed by Lender to be ineligible for the purposes of any Loans or advances contemplated under this Agreement.

3.2. Authorization to File Financing Statements. Borrower hereby authorizes Lender to execute and/or file UCC financing statements (including amendments) in order to perfect the security interests granted to Lender under this Agreement, the other Loan Documents or otherwise.

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3.3. Assignment of Accounts and Other Collateral. Subject to the requirements below, Borrower shall assign and deliver to Lender a duplicate invoice, and all documents evidencing the delivery of goods or the performance of services with regard to each Account, including but not limited to all purchase orders, invoices, bills of lading, warehouse receipts, delivery tickets and shipping receipts, together with schedules describing the Accounts and/or written confirmatory assignments to Lender of each Account, in form and substance satisfactory to Lender in its reasonable discretion and duly executed by Borrower, together with such other information as Lender may reasonably request. In no event shall the making (or the failure to make) of any schedule or assignment or the content of any schedule or assignment or Borrower’s failure to comply with the provisions hereof be deemed or construed as a waiver, limitation or modification of Lender’s security interest in, lien upon and assignment of the Collateral or Borrower’s representations, warranties or covenants under this Agreement or any supplement or amendment hereto. Without limiting the foregoing, Lender may request and Borrower shall assign and deliver to Lender, original invoices and supporting documentation as may be reasonably requested by Lender, on invoices with a face amount of $5,000 or more.

Section 4. REPRESENTATIONS, WARRANTIES AND COVENANTS

Borrower hereby represents, warrants and covenants to Lender the following (which shall survive the execution and delivery of this Agreement), the truth and accuracy of which, and continuing compliance with, being a continuing condition of the making of all loans and advances hereunder by Lender or under any supplement or amendment hereto:

4.1. Owner of Collateral; Validity of Accounts.

(a) Borrower is and shall be the owner of or has other rights in the Collateral free and clear of all liens, security interests, claims and encumbrances of every kind and nature, except in Lender’s favor or as otherwise consented to in writing by Lender, and Borrower shall indemnify and defend Lender from and against all cost, loss and expense with regard to the same. None of Borrower’s Accounts has been previously sold or assigned to any Person and will not be sold or assigned, other than to Lender, at any time during the term of this Agreement without first obtaining Lender’s consent in writing. Borrower shall not execute any security agreement in favor of any other party or borrow against the security of any corporate asset, including but not limited to the Collateral, or authorize and Person other than Lender to file UCC financing statements naming Borrower as Debtor, without first obtaining Lender’s consent in writing.

(b) Each Account represents a valid and legally enforceable indebtedness based upon a bona fide sale and delivery of goods or rendition of services usually dealt in by Borrower in the ordinary course of its business which has been finally accepted by the Account Debtor. Each Account is and will be for a liquidated amount maturing as stated in the invoice rendered to the Account Debtor who is unconditionally liable to make payment at maturity of the amount stated in each invoice, document or instrument evidencing the Account in accordance with the terms thereof, without offset, defense, deduction, counterclaim, discount or condition. Every assigned Account and any evidence of indebtedness with respect thereto shall be paid in full at maturity. If any Account is not paid in full at maturity, the amount of such unpaid Account (whether in whole or in part) may be charged against and deducted from any advance then or thereafter made by Lender to Borrower or, in the event Borrower then has no borrowing availability, Borrower shall pay Lender, upon demand, the full amount remaining unpaid thereon. Such payment or deduction shall not constitute a reassignment, and Lender may retain the Account as collateral for all Obligations of Borrower to Lender until the same have been fully satisfied.

(c) All statements made and all unpaid balances appearing in the invoices, documents and instruments evidencing each Account are true and correct and are in all material respects what they purport to be and all signatures and endorsements that appear thereon are genuine and all signatories and endorsers have full capacity to contract. To the actual knowledge of the Borrower, each Account Debtor is solvent and financially able to pay in full each Account when it matures. None of the transactions underlying or giving rise to any Account shall violate any state or federal laws or regulations, and all documents relating to the Accounts shall be legally sufficient under such laws or regulations and shall be legally enforceable in accordance with their terms and all recording, filing and other requirements of giving public notice under any applicable law have been and shall be duly complied with.

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(d) Without first obtaining Lender’s consent in writing Borrower will not directly or indirectly sell, lease, transfer, abandon or otherwise dispose of all or any portion of the Collateral (except in the ordinary course of business) or consolidate or merge with or into any other entity or permit any other entity to consolidate or merge with or into Borrower.

(e) All of the information provided by the Borrower to the Lender pursuant to this Agreement or otherwise is true, correct and complete in all material respects.

(f) To the extent that a security interest can be granted by the filing of a UCC with the Secretary of State of the state of incorporation of the Borrower, the Lender has a perfected first priority security interest in the Collateral subject to no other security interest, lien or claim, except as otherwise consented to by Lender.

4.2. Corporate Authority.

(a) The execution, delivery and performance of this Agreement, any supplement or amendment hereto, or any agreements, instruments and documents executed and delivered in connection herewith, are within Borrower’s corporate powers, have been duly authorized, are not in contravention of law or the terms of Borrower’s charter, by-laws or other incorporation papers, or of any indenture, agreement or undertaking to which Borrower is a party or by which Borrower is bound.

(b) The Loan Schedule annexed hereto and incorporated herein by reference sets forth the Borrower’s exact legal name, the Borrower’s type of organization, the jurisdiction in which Borrower was organized, the Borrower’s organizational identification number or accurately states that the Borrower has none, the Borrower’s place of business or if more than one, its chief executive office as well as all other locations including the Borrower’s mailing address if different, the address of every location or place of business previously maintained by the Borrower during the past five years and the location at which, or Person with which, any of the Collateral has been previously held at any time during the past twelve months;

(c) Borrower is in good standing as a corporation or other legal entity, validly existing under the laws of its state of incorporation or organization, and will preserve, renew and keep in full force and effect Borrower’s existence and good standing as a corporation or other legal entity and its rights and franchises with respect thereto and will not change its state of incorporation or organization;

(d) Borrower shall obtain and preserve, renew and keep in full force and effect Borrower’s authority to do business in all jurisdictions where the Borrower now or hereafter does business;

(e) Borrower will continue to engage in a business of the substantially same type as Borrower is engaged as of the date hereof;

(f) Borrower will give Lender thirty (30) days prior written notice of any proposed change in Borrower’s legal name which notice shall set forth the new name; and

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(g) Borrower will give Lender thirty (30) days prior written notice of any use of any corporate name or tradename in addition to those names set forth on the annexed Loan Schedule.

4.3. Chief Executive Office. Borrower’s Records and principal executive office are maintained at the address referred to herein. Borrower shall not change such location without prior written notice to Lender.

4.4. Books, Records, Financial Statements.

(a) Borrower shall maintain its shipping forms, invoices and other related documents in a form reasonably satisfactory to Lender and shall maintain its books, records and accounts in accordance with generally accepted accounting principles consistently applied. Borrower agrees to promptly furnish Lender monthly but in no event later than ten (10) days after the end of each month, accounts receivable agings, together with reconciliation and recap sheets, accounts payable agings and inventory reports (if requested by Lender).

(b) Borrower shall make available to Lender (or cause its parent company to make available to Lender), as soon as available, but in any event not later than one hundred and five days (105) after the close of each fiscal year, Borrower’s reviewed financial statements for such fiscal year (including balance sheets, statements of income and loss, statements of cash flow and statements of shareholders’ equity), and the accompanying notes thereto, setting forth in each case, in comparative form, figures for the previous fiscal year, all in reasonable detail, fairly representing the financial position and the results of Borrower’s operations as at the date thereof and for the fiscal year then ended and prepared in accordance with generally accepted accounting principles consistently applied. Such reviewed statements shall be examined in accordance with generally accepted auditing practices and certified by independent certified public accountants selected by Borrower and acceptable to Lender. Lender agrees that this provision shall be deemed satisfied by the filing of the Borrower’s Form 10-K with the Securities and Exchange Commission.

(c) Borrower shall also make available to Lender (or cause its parent company to make available to Lender), as soon as available, but in any event not later than forty five days (45) after the close of each fiscal quarter, quarterly unaudited financial statements (including balance sheets, statements of income and loss, statements of cash flows and statements of shareholders’ equity) and the accompanying notes thereto, all in reasonable detail, fairly presenting the financial position and results of Borrower’s operation as at the date thereof and for such period prepared in accordance with generally accepted accounting principles consistently applied and such other information with respect to your business, operations and condition (financial and otherwise) as Lender may from time to time reasonably request. Such financial statements shall be certified for accuracy by Borrower’s chief financial officer. Lender agrees that this provision shall be deemed satisfied by the filing of the Borrower’s Form 10-Q with the Securities and Exchange Commission.

(d) Borrower shall also furnish to Lender, as soon as available, signed copies of Borrower’s filed federal, state and, if applicable, local, tax returns, together with all supporting documentation and worksheets, as Lender may reasonably request.

(e) Intentionally omitted.

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(f) Borrower has not incurred any obligations, contingent or non-contingent liabilities, liabilities for taxes, long-term leases or unusual forward or long-term commitments that are not reflected in the most recent financial statements delivered to Lender and that, alone or in the aggregate, could reasonably be expected to have a Material Adverse Effect on Borrower or its finances. No contract, lease or other agreement or instrument has been entered into by Borrower or has become binding upon Borrower’s assets and, to Borrower’s actual knowledge, no law or regulation applicable to Borrower has been adopted that has had or could reasonably be expected to have a Material Adverse Effect. Borrower is not in default and to the best of Borrower’s actual knowledge no third party is in default under any material contract, lease or other agreement or instrument, that alone or in the aggregate could reasonably be expected to have a Material Adverse Effect. As used herein, (i) “Material Adverse Effect” means a material adverse effect on (1) the business, assets, operations, or financial or other condition of Borrower, (2) Borrower’s ability to pay any of the Loans or any of the other Obligations in accordance with the terms of this Agreement, (3) the Collateral or Lender’s liens on the Collateral or the priority of such liens, or (4) Lender’s rights and remedies under this Agreement and the other Loan Documents.

4.5. Intentionally Omitted

4.6. Solvency; Taxes.

(a) Borrower is solvent and will so remain and the Borrower does not intend to, nor does have reason to believe any involuntary bankruptcy action or order will be filed with respect to the Borrower.

(b) Borrower’s federal, state and local taxes of every kind and nature, including, but not limited to employment taxes, are current, and to Borrower’s actual knowledge, there are no pending tax audits or examinations with respect to Borrower’s federal, state or local tax returns.

(c) Borrower shall duly pay and discharge all taxes, assessments, contributions and governmental charges upon or against it or its properties or assets prior to the date on which penalties attach thereto. Borrower shall be liable for all taxes and penalties imposed upon any transaction under this Agreement or any supplement or amendment hereto or giving rise to the Accounts or any other Collateral or which Lender may be required to withhold or pay for any reason. Borrower agrees to indemnify and hold Lender harmless with respect thereto, and to repay to Lender on demand the amount thereof, and until paid by Borrower such amounts shall be added to and included in Borrower’s Obligations.

4.7. Litigation. To the actual knowledge of the Borrower, there is no investigation by any state, federal or local agency pending or threatened against Borrower and there is no action, suit, proceeding or claim pending or threatened against Borrower or Borrower’s assets or goodwill or affecting any transactions contemplated by this Agreement, or any supplement or amendment hereto, or any agreements, instruments or documents delivered in connection herewith or therewith before any court, arbitrator, or governmental or administrative body or agency which if adversely determined with respect to Borrower would result in any material adverse change in Borrower’s business, properties, assets, goodwill or condition, financial or otherwise.

4.8. Sales, Accounting and Assignment. Borrower shall keep and maintain, at its sole cost and expense, satisfactory and complete Records including records of all Accounts, all payments received and credits granted thereon, and all other dealings therewith. Upon the sale of goods or the rendering of services, Borrower shall make appropriate entries in its books and records disclosing such assignments of Accounts to Lender, and shall execute and deliver all papers and instruments, and do all things necessary to effectuate this Agreement and facilitate the collection of the Accounts. Lender is hereby vested with all of Borrower’s rights, securities and guarantees with respect to each Account, including, to the extent not exercised by Borrower upon Lender’s request or upon an Event of Default, the right of stoppage in transit. Notwithstanding the failure of Borrower to execute and deliver such written assignment as aforesaid, each Account created by Borrower shall be deemed collaterally assigned to Lender.

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4.9. Collections. In the event payments of Accounts or other monies or property in which Lender has an interest are delivered to or received by Borrower, including proceeds from the sale of Collateral in the ordinary course of Borrower’s business, unless otherwise consented to in writing by Lender or specifically permitted under Section 2.4 herein, Borrower shall hold all such remittances and proceeds of Accounts and other Collateral, in trust for Lender. Borrower shall deliver all such payments to Lender, in kind with an appropriate endorsement to Lender, within two (2) business days following the date of receipt by Borrower; provided, however, nothing herein authorizes Borrower to collect the Accounts unless specifically consented to by Lender.

4.10. Further Acts. Borrower shall, at Borrower’s expense, duly execute and deliver, or shall cause to be duly executed and delivered, such further agreements, instruments and documents, including, without limitation, additional security agreements, mortgages, deeds of trust, deeds to secure debt, collateral assignments, UCC financing statements or amendments and continuations thereof, landlord’s or mortgagee’s waivers of liens and consents to the exercise by Lender of all of its rights and remedies hereunder, under any supplement or amendment hereto, or applicable law with respect to the Collateral. In addition, Borrower shall do or cause to be done such further acts as may be necessary or proper, in Lender’s opinion, to evidence, perfect, maintain and enforce its security interest and the priority thereof in and to the Collateral and to otherwise effect the provisions and purposes of this Agreement or any supplement or amendment hereto. Borrower hereby authorizes Lender to execute and file UCC financing statements in order to perfect the security interests granted to Lender under this Agreement or otherwise, including amendments and modification statements deemed reasonably necessary by Lender to perfect and protect Lender’s interest in the Collateral.

4.11. Insurance.

(a) Borrower shall, at Borrower’s expense, maintain insurance covering the Collateral in such amounts and with such insurance companies as may be acceptable to Lender in its sole and absolute discretion. On or before the Closing Date, but in no event promptly thereafter, Borrower shall have Lender named as mortgagee, lender’s loss payee and additional insured on all such insurance policies. In the event Borrower shall fail to maintain insurance acceptable to Lender, Lender without notice, may obtain such insurance in the name of the Borrower and charge Borrower’s account with the costs and expenses of such insurance. All expenses incurred by Lender with regard to such insurance policies shall be deemed to be part of the Obligations.

(b) Borrower shall execute and deliver to Lender (or cause to be executed and delivered to Lender) assignments of life insurance on the life of Carl Wolf, in such amounts as are in place on the date hereof, together with a copy of the life insurance policy(ies) covered thereby. Borrower represents to Lender that on the Closing Date, the life insurance policy in place to be assigned to Lender is in the amount of $1,200,000, which is acceptable to Lender. Borrower shall also, at Borrower’s expense, ensure such life insurance policy(ies) remain in effect and fully paid. In the event Borrower shall fail to maintain (or cause to be maintained), such life insurance policy(ies), Lender may, without notice, pay all premiums and other charges and fees due on such life insurance policy(ies) and charge Borrower’s account with the costs and expenses of maintaining such life insurance policy(ies). All expenses incurred by Lender with regard to maintaining such life insurance policy(ies) shall be deemed to be part of the Obligations.

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4.12. Margin Stock. Borrower is not engaged, nor will it engage, principally or as one of its important activities, in the business of extending credit for the purpose of “purchasing” or “carrying” any “margin stock” as such terms are defined in Regulation U of the Federal Reserve Board as now and from time to time hereafter in effect (such securities being referred to herein as “Margin Stock”). Borrower does not own any Margin Stock, and none of the proceeds of the Loans or other extensions of credit under this Agreement will be used, directly or indirectly, for the purpose of purchasing or carrying any Margin Stock, for the purpose of reducing or retiring any Indebtedness that was originally incurred to purchase or carry any Margin Stock or for any other purpose that might cause any of the Loans or other extensions of credit under this Agreement to be considered a “purpose credit” within the meaning of Regulations T, U or X of the Federal Reserve Board. Borrower will not take or permit to be taken any action that might cause any Loan Document to violate any regulation of the Federal Reserve Board.

4.13. Loan Proceeds for Ordinary Business Use Only. Any loan at any time received by the Borrower from Lender shall not be used directly or indirectly other than in the Borrower’s business; Borrower shall not, directly or indirectly, pay any dividend on its stock other than a dividend payable in shares of its own stock; Borrower shall not, directly or indirectly, make any loan to, or pay any claim other than for current remuneration or current reimbursable expense payable to any person, and Borrower shall, on demand, obtain and deliver to Lender, debt subordinations in form and substance satisfactory to Lender of all claims of any person consistent with the foregoing.

4.14. Commercial Tort Claim. The Borrower shall, within three (3) business days, notify Lender in a writing signed by the Borrower of any commercial tort claims it holds or acquires such writing shall set forth the details and grant Lender a security interest in and to any commercial tort claims it holds or acquires and in the proceeds thereof, such writing to be satisfactory to Lender in form and substance.

4.15 Full Disclosure. No information contained in this Agreement, any of the other Loan Documents, any financial statements, collateral reports or other written reports from time to time prepared by Borrower and delivered hereunder or any written statement prepared by Borrower and furnished by or on behalf of Borrower to Lender pursuant to the terms of this Agreement contains or will contain any untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein not materially misleading in light of the circumstances under which they were made. The liens granted to Lender pursuant to the Loan Documents will at all times be fully perfected first priority liens in and to the Collateral described therein.

4.16 Notices. Borrower will deliver to Lender:

(a) as soon as practicable, and in any event within five (5) business days after an executive officer or manager of Borrower has actual knowledge of the existence of any Default, Event of Default or other event that has had a Material Adverse Effect, telephonic or electronic transmission notice specifying the nature of such Default or Event of Default or other event, including the anticipated effect thereof, which notice, if given telephonically, shall be promptly confirmed in writing on the next business day.

(b) as soon as practicable, copies of all material written notices given or received by Borrower with respect to any subordinated indebtedness of Borrower, and, within two (2) business days after Borrower obtains knowledge of any matured or unmatured event of default with respect to any such subordinated indebtedness, notice of such event of default.

(c) promptly upon learning thereof, notice of any litigation commenced or threatened against Borrower;

(d) within two (2) business days after receipt thereof, copies of any and all default notices received under or with respect to any leased location;

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(e) at least 30 days prior thereto, notice of any (i) change its chief executive office, principal place of business, corporate offices or warehouses or locations at which Collateral is held or stored, or the location of its records concerning the Collateral, (ii) change of the type of entity that it is, (iii) change its organization identification number, if any, issued by its state of incorporation or other organization, or (iv) change of its state of incorporation or organization or incorporate or organize in any additional jurisdictions; and

4.17 Compliance with Laws. Borrower shall comply with all federal, state, local and foreign laws and regulations applicable to it, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect.

Section 5. ADDITIONAL POWERS; ENFORCEMENT OF RIGHTS IN AND TO COLLATERAL

5.1. Power of Attorney. Borrower appoints Lender and Lender’s designees as Borrower’s attorney and attorney-in-fact, at Borrower’s sole cost and expense, and Lender may exercise at any time, in Lender’s reasonable business discretion, all or any of the following powers. The Borrower acknowledges that this power of attorney is coupled with an interest, in that the Lender has an interest in the Collateral, and that as a result, in addition to any other consequences under law, this power is irrevocable until all Obligations have been paid in full and Lender’s obligation to provide loans hereunder shall have terminated.

(a) endorse Borrower’s name on any checks, notes, acceptances, money orders or other forms of payment or security that come into Lender’s possession;

(b) sign Borrower’s name on any invoice or bill of lading relating to any Account, on drafts against Account Debtors, on assignments of Accounts, on notices of assignment, financing statements and other public records, on verifications of accounts and on notices to Account Debtors;

(c) send requests for verification of Accounts to Account Debtors and, after the occurrence of any Event of Default, to notify Account Debtors to make payment directly to Lender;

(d) after the occurrence of any Event of Default, to notify the post office authorities to change the address for delivery of Borrower’s mail to an address designated by Lender and to open and dispose of all mail addressed to Borrower; and

(e) to do all other things Lender deems necessary or desirable to carry out the terms of this Agreement; and

(f) Borrower hereby ratifies and approves all acts of such attorney. Neither Lender nor any of its designees shall be liable for any acts or omissions nor for any error of judgment or mistake of fact or law while acting as Borrower’s attorney and Borrower hereby releases Lender and Lender’s officers, employees and designees, from all liability arising from any act or acts under this Agreement or in furtherance thereof, whether by omission or commission, and whether based upon any error of judgment or mistake of law or fact.

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5.2. Access to Books, Records and Collateral. Lender or Lender’s representatives shall at all times, within normal business hours, have free access to and right of inspection of the Collateral and have full access to and the right to examine and make copies of Borrower’s Records, to confirm and verify all Accounts, to perform general audits and field examinations and to do whatever else Lender deems necessary to protect Lender’s interests. Lender may at any time remove copied records from Borrower’s premises or require Borrower to deliver any Records to Lender. Lender may, at Borrower’s cost and expense, use any of Borrower’s personnel, supplies, computer equipment (including all computer programs, software and data) and space at Borrower’s places of business or at any other place as Lender may designate, as may be reasonably necessary for the handling of collections.

5.4. Returns; Credits. All returns of merchandise, credits issued by Borrower, claims or disputes of Account Debtors whether or not accepted by Borrower or given an allowance of any nature shall be reported by Borrower to Lender at least weekly. Each such report shall be accompanied by copies of all documentation provided to Borrower in support of all merchandise returns, credits, claims and disputes. Borrower shall immediately upon obtaining knowledge thereof, report to Lender all reclaimed, repossessed and returned goods, Account Debtor claims and any other matter affecting the value, enforceability or collectability of Accounts. At Lender’s request, any goods reclaimed or repossessed by or returned to Borrower will be held by Borrower (at Borrower’s place of business or at such other place as Lender may designate) and subject to Lender’s security interest. Notwithstanding the foregoing, in the event any reclaimed, repossessed and returned goods, and the credit or charge-back related thereto, cause the Borrower to be in an Overadvance or Overline, Lender may require Borrower to pay to Lender the original invoice price of such reclaimed, repossessed or returned goods, and/or assign new Accounts in an amount sufficient to eliminate the Overadvance or Overline. In case any such goods shall be re-sold, the Account thereby created shall be Lender’s property and shall be deemed assigned hereunder.

5.5 Disputes. All claims and disputes relating to Accounts shall be adjusted within a reasonable time at Borrower’s own cost and expense.

Section 6. DEFAULTS AND REMEDIES.

6.1. The occurrence of any one or more of the following constitute events of default (“Events of Default”):

(a) The breach by the Borrower of any of the material terms, representations, warranties, covenants, conditions or provisions of this Agreement of any of the Loan Documents or any supplement or amendment hereto or thereto, which, provided it shall not constitute any other Event of Default, shall remain uncured for more than ten (10) days after notice thereof to the Borrower; or

(b) The failure of the Borrower to pay any Obligation to Lender calling for the payment of money pursuant to this Agreement or any of the Loan Documents, within five (5) business days of when the same should be paid; the Borrower becoming insolvent or otherwise fails to meet its or their debts as they mature; the Borrower suspending or discontinuing its business for any reason; the Borrower commencing or having commenced against it a petition for a receivership of its business or property or a bankruptcy or any other legal proceeding or action relating to the relief of debtors or the readjustment of debts; the Borrower making an assignment for the benefit of creditors, seeking a composition of creditors or calling a meeting of creditors or have a creditors’ committee appointed; or Borrower suffering a lien against or judgment or the attachment of any of its property (which has not been bonded or otherwise secured); having a receiver, custodian or trustee of any kind is appointed with regard to any property of Borrower; the Borrower disposing of any property included in the Collateral otherwise than in accordance with this Agreement; the Borrower committing or suffering, by any of its agents or employees, a fraudulent conversion of any part of the Collateral; or, insofar as property of the type included in the Collateral is involved, the Borrower breaching a material representation or covenant contained in this Agreement or any of the Loan Documents.

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(c) Any event or events that alone, or in the aggregate, could be expected to have a Material Adverse Effect, as determined by lender, in Lender’s reasonable business judgment;

(d) Any default shall occur under any material agreement between Borrower and any third party including, without limitation, any default which would result in a right by such third party to accelerate the maturity of any material indebtedness of Borrower to such third party;

(e) Any representation or warranty made or deemed to be made by Borrower, any affiliate or any other Loan Party in any Loan Document or any other statement, document or report made or delivered to Lender in connection therewith shall prove to be materially false or materially misleading or the failure to disclose any material disclosure which if disclosed shall prove to have been materially misleading in any material respect;

(f) Any guarantor of the Obligations hereunder dies or terminates its guaranty or any security therefore or becomes subject to any bankruptcy or other insolvency proceeding; or

(g) Any transfer of the issued and outstanding shares of common stock or other evidence of ownership of Borrower, the result of which would cause a change in control.

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, LENDER RESERVES THE RIGHT TO CEASE MAKING ANY LOANS DURING ANY CURE PERIOD STATED ABOVE, AND THEREAFTER IF AN EVENT OF DEFAULT HAS OCCURRED.

6.2. Remedies.

(a) Upon the occurrence of an Event of Default, Lender may, at its option and in its sole discretion and in addition to all of its other rights under the UCC, this Agreement, and the other Loan Documents, cease making advances or Loans, charge the Default Rate of Interest on all Obligations, terminate this Agreement and/or declare all of the Obligations to be immediately payable in full. Borrower agrees thatLender shall also have all of its rights and remedies under applicable law, including without limitation, the default rights and remedies of a secured party under the UCC (which includes the right to notify Account Debtors of the Borrower to make payment directly to Lender), and upon the occurrence of an Event of Default, Borrower hereby consents to the appointment of a receiver by Lender in any action initiated by Lender pursuant to this Agreement and to the jurisdiction and venue set forth in this Agreement, and Borrower waives notice and posting of a bond in connection therewith.

(b) Lender is authorized and empowered at any time upon the occurrence and continuation of an Event of Default, to compromise or extend the time for payment of any Account, for such amounts and upon such terms as Lender may, in its sole discretion determine and to accept the return of the merchandise represented by any Account, all without notice to or consent by Borrower, and without discharging or affecting Borrower’s Obligations hereunder to any extent, and Borrower will, upon demand, pay to Lender the amount of any allowance given or authorized by Lender hereunder.

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(c) Lender may, at any time upon the occurrence and continuation of an Event of Default, take possession of the Collateral and keep it on Borrower’s premises, at no cost to Lender, or remove any part of it to such other place(s) as Lender may desire, or Borrower shall, upon Lender’s demand, at Borrower’s sole cost, assemble the Collateral and make it available to Lender at a place reasonably convenient to Lender. In the event Lender seeks to take possession of all or any portion of the Collateral by judicial process (including, but not limited to, Lender obtaining an order of attachment, a temporary restraining order, a preliminary or permanent injunction or otherwise) against the Borrower or with regard to the Collateral, Borrower irrevocably waives the posting of any bond, surety or security with respect thereto which might otherwise be required, any demand for possession prior to the commencement of any suit or action to recover the Collateral, and any requirement that Lender retain possession and not dispose of any Collateral until after trial or final judgment.

(d) Lender shall have the right in such manner and upon such terms as Lender shall determine in Lender’s reasonable business discretion, to enforce payment of any Collateral, to settle, compromise or release in whole or in part, any amounts owing on any Collateral, to prosecute any action, suit or proceeding with respect to the Collateral, to extend the time of payment of any and all Collateral, to make allowances and adjustments with respect thereto, to issue credits in Lender’s or Borrower’s name, to sell, assign and deliver the Collateral (or any part thereof) at public or private sale, for cash, upon credit or otherwise at Lender’s sole option and discretion, and Lender may bid or become purchaser at any such sale, free from any right of redemption which is hereby expressly waived. Borrower agrees that Lender has no obligation to preserve rights to the Collateral or marshall any Collateral for the benefit of any Person. Lender may sell the Collateral without giving any warranties as to the Collateral and may specifically disclaim any warranties of title or the like without affecting the commercial reasonableness of the sale of any of the Collateral. Lender is hereby granted a license or other right to use, without charge, Borrower’s labels, patents, copyrights, name, trade secrets, trade names, trademarks and advertising matter, or any similar property, in completing production, advertising or selling any Collateral and Borrower’s rights under all licenses and all franchise agreements shall inure to Lender’s benefit. Borrower agrees that the giving of five (5) days’ notice by Lender, sent by ordinary mail, postage prepaid, to Borrower’s address set forth herein, designating the place and time of any public sale or of the time after which any private sale or other intended disposition of the Collateral is to be made, shall be deemed to be reasonable notice thereof and Borrower waives any other notice with respect thereto.

(e) The net cash proceeds, after deducting all costs and expenses of sale (including reasonable attorneys’ fees and other professional fees), resulting from the exercise of any of Lender’s rights or remedies under this Agreement, the UCC or other applicable law, shall be applied by Lender to the payment of the Obligations in such order as Lender may elect, in Lender’s sole discretion. Lender shall return any excess to Borrower and Borrower shall remain liable to Lender for any deficiency, to the fullest extent permitted by law. Without limiting the generality of the foregoing, if Lender enters into any credit transaction, directly or indirectly, in connection with the disposition of any Collateral, Lender shall have the option, at any time, in Lender’s sole and absolute discretion, to reduce the Obligations by the amount of such credit transaction or any part thereof or to defer the reduction thereof until actual receipt by Lender of cash in connection therewith.

(f) The enumeration of the foregoing rights and remedies is not intended to be exclusive, and such rights and remedies are in addition to and not by way of limitation of any other rights or remedies Lender may have under the UCC or other applicable law. Lender shall have the right, in Lender’s sole and absolute discretion, to determine which rights and remedies, and in which order any of the same, are to be exercised, and to determine which Collateral is to be proceeded against and in which order, and the exercise of any right or remedy shall not preclude the exercise of any others, all of which shall be cumulative.

(g) No act, failure or delay by Lender shall constitute a waiver of any of its rights or remedies. No single or partial waiver by Lender of any provision of this Agreement or any supplement or amendment hereto, or breach or default thereunder, or of any right or remedy which Lender may have shall operate as a waiver of any other provision, breach, default, right or remedy or of the same provision, breach, default, right or remedy on a future occasion.

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(h) Borrower waives presentment, notice of dishonor, protest and notice of protest of all instruments included in or evidencing any of the Obligations or the Collateral and any and all notices or demands whatsoever (except as expressly provided herein). Lender may, at all times, proceed directly against Borrower or any guarantor or endorser to enforce payment of the Obligations and shall not be required to take any action of any kind to preserve, collect or protect Lender’s or Borrower’s rights in the Collateral.

SECTION 7. INTENTIONALLY OMITTED

Section 8. MISCELLANEOUS

8.1. Term. This Agreement shall become effective upon acceptance by Lender and shall continue in full force and effect for a term ending on the last business day of the month, two (2) years from the date hereof and shall automatically renew on the following day (the “Renewal Date”) from year to year thereafter until terminated pursuant to the terms hereof. In addition to Lender’s right to declare this Agreement immediately terminated at any time upon the occurrence of an Event of Default, Lender may terminate this Agreement on the Renewal Date or on the anniversary of the Renewal Date in any year by giving Borrower at least thirty (30) days prior written notice of such termination by registered or certified mail, return receipt requested (the “Lender’s Termination Notice”) and thereafter all of the Obligations hereunder shall be payable in full on the Renewal Date or such anniversary of the Renewal Date. Borrower may terminate this Agreement on the Renewal Date or on the anniversary of the Renewal Date in any year or at any time by giving Lender at least sixty (60) days prior written notice of such termination by registered or certified mail, return receipt requested (the “Borrower’s Termination Notice”). No termination of this Agreement, however, shall relieve or discharge Borrower of Borrower’s duties, obligations and covenants hereunder until all Obligations have been paid in full and Lender’s continuing security interest in and to the Collateral shall remain in effect until all such Obligations have been fully discharged. From and after the Renewal Date or anniversary of the Renewal Date selected for termination under this Agreement in either a Borrower’s Termination Notice or Lender’s Termination Notice, Lender’s Obligation to make loans, advances and/or extend credit to or for the Borrower shall cease. A Borrower’s Termination Notice shall be irrevocable unless the Lender consents to such revocation in its sole discretion.

8.2. Early Termination Fee. If Lender terminates this Agreement upon the occurrence of an Event of Default or if Borrower terminates this Agreement as to future transactions other than on the Renewal Date or any anniversary of the Renewal Date, in view of the impracticality and extreme difficulty in ascertaining Lender’s actual damages and by mutual agreement of the parties as to a reasonable calculation of Lender’s lost profits as a result thereof, Borrower hereby agrees that it shall immediately pay to Lender by wire transfer, certified check or bank cashier’s check, Borrower’s entire Obligations owing thereunder, plus liquidated damages of an amount equal to the total of the Minimum Interest Charges for the number of months remaining until the Renewal Date or the next anniversary thereof as provided for in this Agreement. Prior to its actual receipt of payment as aforesaid, Lender shall be free to exercise, without limitation, all of its right under this Agreement or under any other agreement it may then have with Borrower. Borrower’s default of any provision under this Agreement may be considered and construed at the sole but reasonable option of Lender, as a termination of this Agreement by Borrower. The liquidated damages provided for in this Section shall be deemed included in the Obligations and shall be presumed to be the amount of damages sustained by Lender due to the Borrower’s early termination and Borrower agrees that such damages are reasonable and appropriate under the circumstances currently existing.

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8.3. One General Obligation; Cross Collateral. All Loans and advances by Lender to Borrower under this Agreement, the other Loan Documents and under all other agreements, present and future, between Lender and Borrower constitute one loan, and all indebtedness and obligations of Borrower to Lender under this Agreement, the other Loan Documents, and under all other agreements, present and future, between Lender and Borrower, constitute one general obligation secured by the Collateral and security held and to be held by Lender hereunder and by virtue of all other agreements between Borrower (and all guarantors) and Lender now and hereafter existing. It is distinctly understood and agreed that all of the rights of Lender contained in this Agreement shall likewise apply insofar as applicable to any modification of or supplement to this Agreement, the other Loan Documents and to any other agreements, present and future, between Lender and Borrower.

8.4. Binding on Successor and Assigns; Severability. All terms, conditions, promises, covenants, provisions and warranties shall inure to the benefit of and bind Lender’s and Borrower’s respective representatives, successors and assigns. If any provision of this Agreement shall be prohibited or invalid under applicable law, it shall be ineffective only to such extent, without invalidating the remainder of this Agreement.

8.5. Amendments; Assignments. This Agreement may not be modified, altered or amended, except by an agreement in writing signed by Borrower and Lender, which requirement shall not be modified by oral agreement or by course of conduct. Borrower may not sell, assign or transfer any interest in this Agreement or any other Loan Document, or any portion thereof, including, without limitation, any of Borrower’s rights, title, interests, remedies, powers and duties hereunder or thereunder. Borrower hereby consents to Lender’s participation, sale, assignment, transfer or other disposition, at any time or times hereafter, of this Agreement and any of the other Loan Documents, or of any portion hereof or thereof, including, without limitation, Lender’s rights, title, interests, remedies, powers and duties hereunder or thereunder. In connection therewith, Lender may disclose all documents and information which Lender now or hereafter may have relating to Borrower or Borrower’s business. To the extent that Lender assigns its rights and obligations hereunder to a third party, Lender shall thereafter be released from such assigned obligations to Borrower and such assignment shall effect a novation between Borrower and such third party.

8.6. Integration; Survival. This Agreement, together with the Loan Schedule (which is a part hereof) and the other Loan Documents, reflect the entire understanding of the parties with respect to the transactions contemplated hereby. All of the representations and warranties of Borrower contained in this Agreement shall survive the execution, delivery and acceptance of this Agreement by the parties. No termination of this Agreement (or of any guaranty) of the Obligations shall affect or impair the powers, obligations, duties, rights, representations, warranties or liabilities of the parties hereto and all shall survive such termination.

8.7. Evidence of Obligations. Each Obligation may, in Lender’s discretion, be evidenced by notes or other instruments issued or made by Borrower to Lender. If not so evidenced, such Obligation shall be evidenced solely by entries upon Lender’s books and records which records shall, subject to the time period for review and objection set forth in Section 2.7, be final, conclusive and binding for all purposes, absent manifest error.

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8.8. Loan Requests. Each oral or written request for an advance by any Person who purports to be any employee, officer or authorized agent of Borrower shall be made to Lender on or prior to 11:00 a.m., NY time, on the business day on which the proceeds thereof are requested to be paid to Borrower and shall be conclusively presumed to be made by a Person authorized by Borrower to do so and the crediting of a loan to Borrower’s operating account shall conclusively establish Borrower’s obligation to repay such loan. Lender shall have the right but not the obligation to require written confirmation. Unless and until Borrower otherwise directs Lender in writing, all loans shall be wired to Borrower’s operating account set forth on the Loan Schedule.

8.9 Brokerage Fees. Borrower represents and warrants to Lender that, with respect to the financing transaction herein contemplated, no Person is entitled to any brokerage fee or other commission and Borrower agrees to indemnify and hold Lender harmless against any and all such claims.

8.10 Application of Insurance Proceeds. The net proceeds of any casualty insurance insuring the Collateral, after deducting all costs and expenses (including attorneys’ fees) of collection, shall be applied, at Lender’s option, either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or toward payment of the Obligations. Any proceeds applied to the payment of Obligations shall be applied in such manner as Lender may elect. In no event shall such application relieve Borrower from payment in full of all installments of principal and interest which thereafter become due in the order of maturity thereof or with respect to the payment of fees and costs.

8.11. Intentionally Omitted.

8.12. Notices, Correspondence. All notices, requests, demands and other communications under this Agreement shall be in writing and will be personally served, telecopied or sent by overnight courier service or United States mail and will be deemed to have been given: (i) if delivered in person, when delivered; (ii) if delivered by telecopy, on the date of transmission if transmitted on a business day before 4:00 p.m. New York time or, if not, on the next succeeding business day; (iii) if delivered by overnight courier, the following business day after depositing with such courier, properly addressed; or (iv) if by U.S. Mail, four (4) business days after depositing in the United States mail, with postage prepaid and properly addressed. All notices, requests and demands are to be given or made to the respective parties at the addresses set forth herein or at such other addresses as either party may designate in writing by notice in accordance with the provisions of this paragraph. All notices to Lender must be addressed to the attention of: Portfolio Manager.

8.13. Governing Law. This Agreement and all transactions hereunder are deemed to be consummated in the State of New York and shall be governed by and interpreted in accordance with the substantive and procedural laws of the State of New York (without regard to any choice of law rules). If any part or provision of this Agreement shall be determined to be invalid or in contravention of any applicable law or regulation of the controlling jurisdiction, such part or provision shall be severed without affecting the validity of any other part or provision of this Agreement.

8.14. Survival. All warranties, representations, and covenants made by Borrower herein, or in any agreement referred to herein or on any certificate, document or other instrument delivered by it or on its behalf under this Agreement, shall be considered to have been relied upon by Lender, and shall survive the delivery to Lender of the Loan Documents, regardless of any investigation made by Lender or on its behalf. All statements in any such certificate or other instrument prepared and/or delivered for the benefit of Lender shall constitute warranties and representations by Borrower hereunder. Except as otherwise expressly provided herein, all covenants made by Borrower hereunder or under any other agreement or instrument shall be deemed continuing until all Obligations are satisfied in full. All indemnification obligations under this Agreement, shall survive the termination of this Agreement and payment of the Obligations for a period of two (2) years.

Page 19 of 22

8.15. Indemnity.

(a) Borrower releases and shall indemnify, defend and hold harmless Lender and its affiliates and their respective officers, employees and agents, of and from any claims, demands, liabilities, obligations, judgments, injuries, losses, damages and Costs and Expenses (including, without limitation, reasonable legal fees) resulting from (i) acts or conduct of Borrower under, pursuant or related to this Agreement and the other Loan Documents, (ii) Borrower’s breach or violation of any representation, warranty, covenant or undertaking contained in this Agreement or the other Loan Documents, (iii) Borrower’s failure to comply with any requirement of law , and (iv) any claim by any other creditor of Borrower against Lender or its affiliates arising out of any transaction whether hereunder or in any way related to the Loan Documents and all costs, expenses, fines, penalties or other damages resulting therefrom, unless resulting solely from acts or conduct of Lender or its affiliates constituting willful misconduct or gross negligence.

(b) Promptly after receipt by an indemnified party under subsection (a) above of notice of the commencement of any action by a third party, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the indemnifying party in writing of the commencement thereof. The omission so to notify the indemnifying party shall relieve the indemnifying party from any liability which it may have to any indemnified party under such subsection only if the indemnifying party is unable to defend such actions as a result of such failure to so notify. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnified party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation.

8.16. JURY WAIVER. Borrower and Lender each hereby waive all rights to a trial by jury in any action or proceeding of any kind arising out of or relating to this Agreement, the OTHER LOAN DOCUMENTS AND any supplement or amendment hereto OR THERETO or any other transaction between the parties. Borrower hereby waives all of its rights of setoff and rights to interpose any defenses and/or counterclaims in the event of any litigation with respect to any matter connected with this Agreement, the OTHER LOAN DOCUMENTS AND any supplement or amendment hereto OR THERETO or any other transaction between the parties. Borrower hereby irrevocably consents and submits to the jurisdiction and venue of the Supreme Court of the State of New York (without regard to any choice of law rules) or the United States District Court for the Southern District of New York in connection with any action or proceeding of any kind arising out of or relating to this Agreement, the OTHER LOAN DOCUMENTS AND any supplement or amendment hereto OR THERETO or any other transaction between the parties. Borrower agrees that any action brought by it against Lender whether with regard to this Agreement or otherwise shall be subject to the exclusive jurisdiction and venue of the Supreme Court of the State of New York (without regard to any choice of law rules), County of New York or the United States District Court for the Southern District of New York.

Page 20 of 22

8.17. Service. In any litigation brought by Lender, Borrower waives personal service of any summons, complaint or other process and agrees that service thereof may be made by certified or registered mail directed to Borrower at Borrower’s address set forth below and service so made shall be complete two (2) days after the same shall have been posted. Within twenty (20) days after such mailing, Borrower shall appear and answer such summons, complaint or other process, failing which Borrower shall be deemed in default and judgment may be entered by Lender against Borrower for the amount of the claim and for any other relief requested therein.

8.18. Lien Termination. Lender agrees that upon payment in full of all Obligations (including all Costs and Expenses), and Borrower (and all Guarantors) and Lender have executed and delivered to Lender mutual general releases of all claims, in form and substance satisfactory to Lender in Lender’s reasonable discretion, Lender shall promptly terminate (or authorize Borrower to terminate) Lender’s liens on the Collateral. Borrower understands and agrees that this provision constitutes a waiver of any rights Borrower may have under §9-513 of the UCC regarding termination statements.

8.19. Publication. Upon receiving an opportunity to review and comment upon any press release and upon receipt by the Lender of written approval from the Borrower, which shall not be unreasonably withheld, Borrower shall hereafter consents to and authorize Lender to issue appropriate press releases and to cause a tombstone to be published announcing the consummation of this transaction and the aggregate amount thereof.

8.20. Counterparts; Facsimile Execution. This Agreement may be executed in one or more counterparts, each of which taken together shall constitute one and the same instrument, admissible into evidence. An executed facsimile, “pdf” or similar signed agreement shall be deemed to be a valid and binding agreement between the parties hereto.

MAMAMANCINI’S, INC.
By:
Name:	Carl Wolf
Title:	Chief Executive Officer
ACCEPTED:
ENTREPRENEUR GROWTH CAPITAL LLC
By:
Name:	Dean Landis
Title:	President

Notary Page follows

Page 21 of 22

STATE OF	)
	)ss.:
COUNTY OF	)

On this _____ day of September, 2014 before me personally appeared Carl Wolf, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he/she is the Chief Executive Officer of MAMAMANCINI’S, INC., the corporation herein described and that he/she executed the same in his/her capacity as an officer of said corporation, and that he/she signed the instrument by order of the board of directors of said corporation.

Notary Public

Page 22 of 22

EX-10.2

SECURED PROMISSORY NOTE (“Note”)

$600,000.00 September __, 2014

FOR VALUE RECEIVED, MAMAMANCINI’S, INC., a Delaware corporation (“Borrower”), with its chief operating office located at 25 Branca Road, East Rutherford, NJ 07073 promises to pay to the order of ENTREPRENEUR GROWTH CAPITAL, LLC, a Delaware limited liability company (“Lender”), at its offices located at 505 Park Avenue, 6th floor, New York, NY 10022, or at such other place or places as Lender may from time to time designate in writing, the principal amount (the “Principal Amount”) of Six Hundred Thousand Dollars ($600,000.00) plus interest in the manner and upon the terms and conditions set forth below.

1.0    Defined Terms

1.1 All terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement by and between Lender and Borrower dated on or about the date hereof (the “Loan Agreement”), the terms of which are incorporated herein by reference. All references to the plural shall also mean the singular.

2.0   Schedule of Payments; Accelerated Payment; Rate and Payment of Interest and Fees; Prepayment

2.1 This Note shall be payable as follows:

a. The earlier of (i) sixty (60) successive monthly installments of principal in the amount of $10,000.00 commencing on the first day of the month after the funding date of this Note and continuing the first day of each successive month thereafter until all obligations under this Note are paid in full, or (ii) all obligations under this Note shall become immediately due and payable upon the termination of the Loan Agreement, whether by acceleration or otherwise; and

b. Interest shall be payable monthly, in arrears, on the first day of each month. Interest shall be computed on the basis of a 360-day year for the actual number of days elapsed, and shall be at a rate equal to Prime Rate plus 4% per annum; provided however, that upon the occurrence of an Event of Default (as hereinafter defined), interest shall accrue on the outstanding principal balance of this Note at the Default Rate which is 10% above the applicable interest rate, and shall be payable on demand.

2.2 Prepayment may be made under this Note in whole or in part. Prepayments shall be applied as set forth in Section 3.1 below except that all amounts credited to the Principal Amount shall be credited in the inverse order of maturity of this Note. Any prepayment of this Note shall also include a prepayment premium of (i) 5% of the amount prepaid during the first year following the funding date of this Note, (ii) 4% of the amount prepaid during the second year following the funding date of this Note, (iii) 3% of the amount prepaid during the third year following the funding date of this Note, (iv) 2% of the amount prepaid during the fourth year following the funding date of this Note, and (v) 1% of the amount prepaid during the fifth year following the funding date of this Note.

2.3 Borrower shall pay to Lender internal transfer fees of $5.00 per transfer.

Page 1 of 5

2.4 Borrower agrees that Lender may transfer funds from Borrower’s revolving loan under the Loan Agreement in payment of all obligations due under this Note, including but not limited to the: (a) installments and interest specified in Section 2.1 above, and (b) fees specified in Section 2.3. Should there not be availability under such account as defined by the Loan Agreement, Lender may charge appropriate Overadvance fees to Borrower’s revolving loan.

3.0   Application of Payments.

3.1 The amount of all payments or amounts received by Lender with respect to this Note shall be applied to the extent applicable under this Note: (i) first, to accrued interest through the date of such payment, including any interest at the Default Rate; (ii) then, to any late fees, overdue risk assessments, Costs and Expenses and any other fees and expenses due to Lender hereunder; and (iii) last, the remaining balance, if any, to the unpaid Principal Amount; provided, however, while an Event of Default exists under this Note, or under the Loan Agreement, the Loan Documents (as defined in the Loan Agreement) or any other document between Borrower and Lender (collectively, referred to herein as the “Loan Documents”), each payment hereunder shall be (1) held as cash collateral to secure Obligations relating to any Letters of Credit or other contingent obligations arising under the Loan Documents and/or (2) applied to amounts owed to Lender by Borrower as Lender in its sole and absolute discretion may determine. In calculating interest and applying payments as set forth above: (a) interest shall be calculated and collected through the date a payment is actually applied by Lender under the terms of this Note; (b) interest on the outstanding balance shall be charged during any grace period permitted hereunder; (c) at the end of each month, all accrued and unpaid interest and other charges provided for hereunder shall be added to the then outstanding Principal Amount; and (d) to the extent that Borrower makes a payment or Lender receives any payment or proceeds of the Collateral for Borrower’s benefit that is subsequently invalidated, set aside or required to be repaid to any other Person, then, to such extent, the Obligations intended to be satisfied shall be revived and continue as if such payment or proceeds had not been received by Lender and Lender may adjust the Loan balances as Lender, in its sole and absolute discretion, deems appropriate under the circumstances.

4.0   Security.

4.1 The obligations of Borrower evidenced by this Note are secured by (i) all of the assets of Borrower, including the Collateral pledged to Lender under the Loan Agreement and other Loan Documents, (ii) all of the corporate guaranties executed in favor of Lender guaranteeing the Obligations of Borrower under the Loan Agreement and other Loan Documents (including this Note), including the corporate guaranties executed by Borrower’s parent, affiliates and other related parties, and the collateral pledged thereunder; (iii) the guaranty executed by Carl Wolf, and (iv) such other guaranties as may be hereafter signed in favor of Lender and/or collateral as may be hereafter deposited with and/or or pledged by Borrower and/or guarantors to Lender.

4.2Borrower hereby authorizes Lender to file UCC financing statements and such other documents as Lender may require to perfect its security interests granted hereunder.

5.0   Events of Defaults; Remedies.

5.1 The occurrence of any one of the following events shall constitute a default by Borrower under this Note (hereinafter an “Event of Default”): (a) if Borrower fails to pay to Lender an installment of principal or interest or fees or costs hereunder within five (5) business days of when due and payable or declared due and payable; or (b) the occurrence of a default or an event of default under the Loan Agreement or any agreement, instrument or document heretofore, now or at any time or times hereafter delivered to Lender by Borrower or by any guarantor of part or all of Borrower’s Obligations to Lender.

Page 2 of 5

5.2 Upon the occurrence of any Event of Default hereunder, in addition to Lender’s right to charge interest on the Obligations at the Default Rate: (a) at the option of Lender, the entire unpaid amount of all of the Obligations, shall become immediately due and payable without demand, notice or legal process of any kind; (b) Lender may, at its option, without demand, notice or legal process of any kind, exercise any and all rights and remedies granted to it by any other agreement now or hereafter existing between Lender and Borrower or between Lender and any guarantor of part or all of Borrower’s liabilities to Lender; and (c) Lender may at its option exercise from time to time any other rights and remedies available to it under the Uniform Commercial Code or other law of the State of New York.

5.3 The remedies of Lender as provided herein shall be cumulative and concurrent, and may be pursued singularly, successively, or together, at the sole discretion of Lender. No act of omission or commission of Lender, including specifically any failure to exercise any right, remedy or recourse, shall be deemed to be a waiver or release of the same, such waiver or release to be effected only through a written document executed by Lender and then only to the extent specifically recited therein. A waiver or release with reference to any one event shall not be construed as continuing, as a bar to, or as a waiver or release of, any subsequent right, remedy or recourse as to a subsequent event.

6.0   General Provisions.

6.1 Borrower warrants and represents to Lender that Borrower has used and will continue to use the loans and advances represented by this Note solely for proper business purposes, and consistent with all applicable laws and statutes.

6.2 Borrower waives presentment, demand and protest, notice of protest, notice of presentment and all other notices and demands in connection with the enforcement of Lender’s rights hereunder, except as specifically provided and called for by this Note, and hereby consents to, and waives notice of, the release, addition, or substitution, with or without consideration, of any collateral or of any person liable for payment of this Note. Any failure of Lender to exercise any right available hereunder or otherwise shall not be construed as a waiver of the right to exercise the same or as a waiver of any other right at any other time.

6.3 If this Note is not paid when due or upon the occurrence of an Event of Default, Borrower further promises to pay all costs of collection, foreclosure fees, reasonable attorneys fees and reasonable expert witness fees incurred by Lender, whether or not suit is filed hereon.

6.4 One General Obligation; Cross Collateral. All loans and advances by Lender to Borrower under this Note, the Loan Agreement, the other Loan Documents and under all other agreements constitute one loan, and all indebtedness and obligations of Borrower to Lender under this Note, the Loan Agreement and the other Loan Documents, present and future, constitute one general obligation secured by the Collateral and security held and to be held by Lender hereunder and by virtue of all other agreements between Borrower (and all guarantors) and Lender now and hereafter existing. It is distinctly understood and agreed that all of the rights of Lender contained in this Note shall likewise apply insofar as applicable to any modification of or supplement to this Note, the Loan Agreement, the other Loan Documents and to any other agreements, present and future, between Lender and Borrower.

Page 3 of 5

6.5 It is the intent of the parties to comply with the usury law of the State of New York (the “Applicable Usury Law”). Accordingly, it is agreed that notwithstanding any provisions to the contrary in this Note, or in any of the documents securing payment hereof or otherwise relating hereto, in no event shall this Note or such documents require the payment or permit the collection of interest in excess of the maximum Interest Rate, then in any such event (1) the provisions of the paragraph shall govern and control, (2) neither Borrower nor any other person or entity now or hereafter liable for the payment hereof shall be obligated to pay the amount of such interest to the extent that it is in excess of the Maximum Interest Rate, (3) any such excess which may have been collected shall be either applied as a credit against the then unpaid principal amount hereof or refunded to Borrower, at Lender’s option, and (4) the effective rate of interest shall be automatically reduced to the Maximum Interest Rate. It is further agreed, without limiting the generality of the foregoing, that to the extent permitted by the Applicable Usury Law; (x) all calculations of interest which are made for the purpose of determining whether such rate would exceed the Maximum Interest Rate shall be made by amortizing, prorating, allocating and spreading during the period of the full stated term of the loan evidenced hereby, all interest at any time contracted for, charged or received from Borrower or otherwise in connection with such loan; and (y) in the event that the effective rate of interest on the loan should at any time exceed the Maximum Interest Rate, such excess interest that would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law shall be paid to Lender from time to time, if and when the effective interest rate on the loan otherwise fall below the Maximum Interest Rate, until the entire amount of interest which would otherwise have been collected had there been no ceiling imposed by the Applicable Usury Law has been paid in full. Borrower further agrees that should the Maximum Interest Rate be increased at any time hereafter because of a change in the Applicable Usury Law, then to the extent not prohibited by the Applicable Usury Law, such increases shall apply to all indebtedness evidenced hereby regardless of when incurred; but, again to the extent not prohibited by the Applicable Usury Law, should the maximum Interest Rate be decreased because of a change in the Applicable Usury Law, such decreases shall not apply to the indebtedness evidenced hereby regardless of when incurred.

6.6 Lender may at any time transfer this Note and Lender’s rights in any or all Collateral securing this Note, and Lender thereafter shall be relieved from all liability with respect to such Collateral arising after the date of such transfer.

6.7 This Note shall be binding upon Borrower and its legal representatives, successors and assigns. Wherever possible, each provision of this Note shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of the Note shall be prohibited by or invalid under such law, such provision shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provision of this Note.

THIS NOTE HAS BEEN DELIVERED FOR ACCEPTANCE BY Lender IN NEW YORK, NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AS OPPOSED TO THE CONFLICTS OF LAW PROVISIONS) OF THE STATE OF NEW YORK, AS THE SAME MAY FROM TIME TO TIME BE IN EFFECT, INCLUDING, WITHOUT LIMITATION, THE UNIFORM COMMERCIAL CODE AS ADOPTED IN NEW YORK BORROWER HEREBY (i) IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED IN NEW YORK COUNTY, NEW YORK OVER ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY MATTER ARISING FROM OR RELATED TO THIS NOTE; (ii) WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON BORROWER, AND CONSENTS THAT ALL SUCH SERVICE OF PROCESS BE MADE BY MESSENGER, CERTIFIED MAIL OR REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS SET FORTH BELOW AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED UPON THE EARLIER OF ACTUAL RECEIPT OR THREE (3) DAYS AFTER THE SAME SHALL HAVE BEEN POSTED TO BORROWER’S ADDRESS; (iii) IRREVOCABLY WAIVES, TO THE FULLEST EXTENT BORROWER MAY EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY SUCH ACTION OR PROCEEDING; (iv) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; (v) AGREES NOT TO INSTITUTE ANY LEGAL ACTION OR PROCEEDING AGAINST Lender OR ANY OF LENDER’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR PROPERTY, CONCERNING ANY MATTER ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT OTHER THAN ONE LOCATED IN NEW YORK COUNTY, NEW YORK; AND (vi) IRREVOCABLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING UNDER OR IN CONNECTION WITH THIS NOTE. NOTHING IN THIS PARAGRAPH SHALL AFFECT OR IMPAIR LENDER’S RIGHT TO SERVE LEGAL PROCESS IN ANY MANNER PERMITTED BY LAW OR LENDER’S RIGHT TO BRING ANY ACTION OR PROCEEDING AGAINST BORROWER OR BORROWER’S PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.

Page 4 of 5

MAMAMANCINI’S, INC.

a Delaware corporation

By:
Name:	Carl Wolf
Title:	Chief Executive Officer

Federal Taxpayer Identification

Number

Address:

25 Branca Road

East Rutherford, NJ 07073

Page 5 of 5

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Carl Wolf, certify that:

1.	I have reviewed this Form 10-Q of MamaMancini’s Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 8, 2014	By:	/s/ Carl Wolf
		Carl Wolf
		Principal Executive Officer
		MamaMancini’s Holdings, Inc.

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

I, Lewis Ochs, certify that:

1.	I have reviewed this Form 10-Q of MamaMancini’s Holdings, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13-a-15(f) and 15d-15(f)) for the registrant and have:

a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 8, 2014	By:	/s/ Lewis Ochs
		Lewis Ochs
		Principal Financial Officer
		MamaMancini’s Holdings, Inc.

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of MamaMancini’s Holdings, Inc. (the “Company”), on Form 10-Q for the period ended July 31, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Carl Wolf, Principal Executive Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended April 30, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended April 30, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 8, 2014	By:	/s/ Carl Wolf
		Carl Wolf
		Principal Executive Officer
		MamaMancini’s Holdings, Inc.

EX-32.2

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of MamaMancini’s Holdings, Inc. (the “Company”), on Form 10-Q for the period ended July 31, 2014, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Lewis Ochs, Principal Financial Officer of the Company, certify to the best of my knowledge, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	Such Quarterly Report on Form 10-Q for the period ended July 31, 2014, fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in such Quarterly Report on Form 10-Q for the period ended July 31, 2014, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 8, 2014	By:	/s/ Lewis Ochs
		Lewis Ochs
		Principal Financial Officer
		MamaMancini’s Holdings, Inc.

XML

Stockholders' Equity (Details Narrative) (USD $)	1 Months Ended		6 Months Ended		1 Months Ended
	Jul. 31, 2014	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Jun. 30, 2014 Investors [Member]	May 31, 2014 Investors [Member]	Apr. 30, 2014 Investors [Member]	Jan. 31, 2014 Investors [Member]	Mar. 31, 2013 Investors [Member]
Sold common shares					66,668	133,333	416,668	300,000	236,667
Common stock to investors in exchange			$ (1,180,003)		$ 100,000	$ 200,000	$ 625,001	$ 450,000	$ 355,000
Stock issuance costs relating to private placement					33,258	82,796	141,791	102,166	80,536
Stock issuance consisting cash					13,000	26,000	81,250	58,500	46,150
Number of warrants issued					8,667	17,333	41,667	30,000	23,667
Warrants issued for services					20,258	56,796	60,541	43,666	34,386
Total intrinsic value of options outstanding and exercisable	429,593	1,082,808	429,593
Weighted average expensing period of the unvested options			1 year 5 months 23 days
Share-based compensation	84,351	2,015	176,100	156,104
Total intrinsic value of warrants outstanding and exercisable	$ 607,390	$ 1,635,801	$ 607,390

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Subsequent Events (Details Narrative) (Growth Capital LLC [Member], Subsequent Event [Member], USD $)

0 Months Ended

Sep. 03, 2014

Loan And Security Agreement One [Member]

Line of credit aggregate value

$ 3,100,000

Line of credit interest rate description

Generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. 

Line of credit annual facility percentage

2.25%

Line of credit default stated rates of interest

10.00%

Loan And Security Agreement Two [Member]

Line of credit aggregate value

600,000

Line of credit interest rate description

The Note bears interest at highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0% and is payable monthly.

Line of credit default stated rates of interest

10.00%

Term of loan

5 years

Note payable, duration

60 months

Note payable, monthly installments amount

$ 10,000

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Property and Equipment - Schedule of Property Plant and Equipment (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Property, Plant and Equipment [Abstract]
Machinery and Equipment	$ 1,034,943	$ 1,027,431
Furniture and Fixtures	14,672	4,525
Leasehold Improvements	208,814	2,733
Property Plant And Equipment, Gross	1,258,430	1,034,689
Less: Accumulated Depreciation	116,135	56,662
Property, plant and equipment, net	$ 1,142,295	$ 978,027

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Nature of Operations and Basis of Presentation (Details Narrative) (USD $)	0 Months Ended
	Jan. 24, 2013
Nature Of Operations And Basis Of Presentation
Number of shares issued in exchange for acquisition	20,054,000
Number of shares cancelled	103,408,000
Aggregate amount paid in cancellation to majority shareholders	$ 295,000
Stock issued for consideration of common stock cancellation for majority shareholders	800,000

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Stockholders' Equity - Schedule of Warrants Activity (Details) (USD $)	1 Months Ended	6 Months Ended	12 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Dec. 31, 2013
Equity [Abstract]
Warrants Outstanding, Beginning balance	892,067	922,067	505,400
Warrants Exercisable, Beginning balance	892,067	922,067
Warrants, Granted	30,000	189,334	386,667
Warrants, Exercised
Warrants, Forfeited/Cancelled
Warrants Outstanding, Ending balance	922,067	1,111,401	892,067
Warrants Exercisable, Ending balance	922,067	1,013,401	892,067
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance	$ 1.22	$ 1.22	$ 1.00
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance	$ 1.22	$ 1.22
Weighted Average Exercise Price, Granted	$ 1.50	$ 2.02	$ 1.50
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/Cancelled
Warrants Outstanding, Weighted Average Exercise Price, Ending balance	$ 1.22	$ 1.36	$ 1.22
Warrants Exercisable, Weighted Average Exercise Price, Ending balance	$ 1.22	$ 1.25	$ 1.22

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Line of Credit (Details Narrative) (USD $)

1 Months Ended

6 Months Ended

Jan. 31, 2014

Jul. 31, 2014

Jun. 30, 2013

Jul. 31, 2014

Secured Demand Credit Facility Backed By Receivables and Inventory [Member]

Jan. 03, 2014

Secured Demand Credit Facility Backed By Receivables and Inventory [Member]

Secured demand credit facility backed by its receivables and inventory

$ 1,500,000

Purchased eligible accounts receivables, percentage

70.00%

Percentage of reserve on purchased eligible accounts receivables

30.00%

Interest rate on advances or borrowings under the FGI Facility

The greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate.

Collateral management fees, percentage of average monthly balance of Purchased Accounts

0.42%

Minimum monthly net funds employed during each contract year

500,000

One-time facility fee, percentage of credit facility upon entry into Sale and Security Agreement

1.00%

Additional fees and accrued interest paid

$ 8,640

$ 43,344

$ 3,775

$ 48,600

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Subsequent Events - Schedule of Line of Credit (Details) (Line of Credit [Member], Subsequent Event [Member], USD $)	Sep. 03, 2014
Line of Credit [Member] | Subsequent Event [Member]
Accounts Revolving Line of Credit:	$ 2,150,000
Inventory Revolving Line of Credit:	350,000
Term Loan Line of Credit:	$ 600,000

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Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2014

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

Change of Year End

Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year-end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2013 would not be material.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at July 31, 2014 or January 31, 2014.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Accounts Receivable and Allowance for Doubtful Accounts 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of July 31, 2014 and January 31, 2014, the Company had reserves of $2,000.

Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2014 and January 31, 2014:

	July 31, 2014		January 31, 2014
Finished goods	$	469,158	$	159,829

Property and Equipment

Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives.

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment	2-7 years
Furniture and fixtures	3-5 years
Leasehold improvements	3-10 years

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Stock Issuance Costs

Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $321,194, $0 and $102,166, respectively.

Research and Development

Research and development is expensed as incurred. Research and development expenses for three months ended July 31, 2014 and June 30, 2013 were $24,091 and $3,995, respectively. Research and development expenses for six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $42,992, $7,138 and $8,477, respectively.

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.

Revenue Recognition

The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

The Company meets these criteria upon shipment.

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

	Six Months Ended July 31, 2014		Six Months Ended June 30, 2013		One Month Ended January 31, 2014
Gross Sales	$	5,021,325	$	3,716,948	$	796,177
Less: Slotting, Discounts, Allowances		188,408		244,396		20,925
Net Sales	$	4,832,917	$	3,472,552	$	775,252

Cost of Sales

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended July 31, 2014 and June 30, 2013 were $549,560 and $393,722, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $1,265,859, $810,722 and $232,481, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share-based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Condensed Consolidated Statement of Operations.

For the three months ended July 31, 2014 and June 30, 2013 share-based compensation amounted to $248,982 and $156,104, respectively. For the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 share-based compensation amounted to $348,081, $156,104 and $45,681, respectively. Of the $348,081 recorded for the six months ended July 31, 2014, $171,974 was a direct cost of a stock offering and has been recorded as a reduction in additional paid in capital.

For the six months ended July 31, 2014, when computing fair value of share-based payments, the Company has considered the following variables:

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.26%-1.76%.

● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was 0%.

● The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

● The warrant term is the life of the warrant.

● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 144%-193%.

● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

Earnings Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at July 31, 2014:

Common stock subscribed	66,667
Common stock warrants, exercise price range of $1.00-$1.50	1,111,401
Common stock options, exercise price of $1.00-$2.97	564,404
Total common stock equivalents	1,742,472

The Company had the following potential common stock equivalents at June 30, 2013:

Common stock subscribed	--
Common stock warrants, exercise price range of $1.00	505,400
Common stock options, exercise price of $1.00	491,404
Total common stock equivalents	996,804

Since the Company reflected a net loss during the three and six months ended July 31, 2014 and June 30, 2013, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Income Taxes

Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recent Accounting Pronouncements

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the condensed consolidated financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the condensed consolidated financial statements.

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Stockholders' Equity - Schedule of Warrants Outstanding and Exercisable (Details) (USD $)	6 Months Ended
	Jul. 31, 2014	Jan. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Equity [Abstract]
Range of exercise price, lower limit	$ 1.00
Range of exercise price, higher limit	$ 2.50
Number of Warrants Outstanding	1,111,401
Weighted Average Remaining Contractual Life (in Years)	3 years 8 months 16 days
Weighted Average Exercise Price, Warrants Outstanding	$ 1.36
Number of Warrants Exercisable	1,013,401	922,067	892,067
Weighted Average Exercise Price, Warrants Exercisable	$ 1.25	$ 1.22	$ 1.22

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Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction (Details) (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Jul. 31, 2014	Jun. 30, 2013
Accounting Policies [Abstract]
Gross Sales	$ 796,177			$ 5,021,325	$ 3,716,948
Less: Slotting, Discounts, Allowances	20,925			188,408	244,396
Net Sales	$ 775,252	$ 2,249,768	$ 1,700,388	$ 4,832,917	$ 3,472,552

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Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	6 Months Ended
	Jul. 31, 2014
Minimum [Member] | Machinery And Equipment [Member]
Property and equipment estimated useful lives	2 years
Minimum [Member] | Furniture And Fixtures [Member]
Property and equipment estimated useful lives	3 years
Minimum [Member] | Leasehold Improvements [Member]
Property and equipment estimated useful lives	3 years
Maximum [Member] | Machinery And Equipment [Member]
Property and equipment estimated useful lives	7 years
Maximum [Member] | Furniture And Fixtures [Member]
Property and equipment estimated useful lives	5 years
Maximum [Member] | Leasehold Improvements [Member]
Property and equipment estimated useful lives	10 years

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Commitments and Contingencies (Details Narrative) (USD $)

1 Months Ended

3 Months Ended

6 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

0 Months Ended

12 Months Ended

1 Months Ended

6 Months Ended

Jan. 31, 2014

Jul. 31, 2014

Jun. 30, 2013

Jul. 31, 2014

Jun. 30, 2013

Dec. 01, 2011

Advisory Agreement One [Member]

Dec. 31, 2012

Advisory Agreement One [Member]

Spartan Capital Securities, LLC [Member]

May 02, 2013

Advisory Agreement Two [Member]

Dec. 31, 2013

Advisory Agreement Two [Member]

Spartan Capital Securities, LLC [Member]

Oct. 22, 2013

Advisory Agreement Three [Member]

Dec. 31, 2013

Advisory Agreement Three [Member]

Spartan Capital Securities, LLC [Member]

Oct. 22, 2013

Advisory Agreement Three [Member]

Spartan Capital Securities, LLC [Member]

Jan. 31, 2014

Advisory Agreement Four [Member]

Spartan Capital Securities, LLC [Member]

Jul. 31, 2014

Advisory Agreement Five [Member]

Spartan Capital Securities, LLC [Member]

Jul. 31, 2014

Year 1 [Member]

Jul. 31, 2014

Year 2 [Member]

Jul. 31, 2014

Year 2 [Member]

Minimum [Member]

Jul. 31, 2014

Year 2 [Member]

Maximum [Member]

Jul. 31, 2014

Year 3 [Member]

Jul. 31, 2014

Year 3 [Member]

Minimum [Member]

Jul. 31, 2014

Year 3 [Member]

Maximum [Member]

Jul. 31, 2014

Year 4 [Member]

Percentage of royalty rate on net sales

6.00%

4.00%

2.00%

1.00%

Royalty net sales

$ 500,000

$ 500,000

$ 2,500,000

$ 2,500,000

$ 20,000,000

$ 20,000,000

Royalty expenses

35,551

37,096

47,006

115,726

118,122

Proceeds from private placements

6,000,000

5,000,000

2,500,000

Percentage of fee equal to aggregate gross proceeds

10.00%

10.00%

3.00%

10.00%

3.00%

Percentage of common stock issuable

10.00%

10.00%

10.00%

Payment of maximum amount paid for consideration of expenses incurred by Spartan

40,000

10,000

10,000

Spartan fee paid amount

505,400

650,000

104,000

58,500

166,400

Number of warrants issued

505,400

333,333

53,333

30,000

91,333

Warrants Remaining Contractual Life

5 years

5 years

5 years

5 years

5 years

Warrants exercise price

$ 1.00

$ 1.50

$ 1.50

$ 1.50

$ 1.50

Spartan advisory agreement description

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0 mil- $5.0 mil) outlined in the Spartan Advisory Agreement.

Fees cancellation on agreement amendment

$ 10,000

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Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details)	Jul. 31, 2014	Jan. 31, 2014	Jun. 30, 2013
Accounting Policies [Abstract]
Common stock subscribed, shares	66,667	833,333
Common stock warrants	1,111,401		505,400
Common stock options	564,404		491,404
Total common stock equivalents	1,742,472		996,804

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Summary of Significant Accounting Policies - Schedule of Common Stock Equivalents (Details) (Parenthetical) (USD $)	1 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Dec. 31, 2013
Common stock warrants, exercise price range			$ 1.00
Common stock options, exercise price		$ 2.95	$ 1.00	$ 1.00
Minimum [Member]
Common stock warrants, exercise price range		$ 1.00
Common stock options, exercise price		$ 1.00
Maximum [Member]
Common stock warrants, exercise price range		$ 1.50
Common stock options, exercise price		$ 2.97

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Nature of Operations and Basis of Presentation

6 Months Ended

Jul. 31, 2014

Nature Of Operations And Basis Of Presentation

Nature of Operations and Basis of Presentation

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation.

Current Business of the Company

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, and other similar meats and sauces. The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

Mergers

On January 24, 2013, the Company, Mascot Properties Acquisition Corp, a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), MamaMancini’s, Inc., a privately-held Delaware Corporation headquartered in New Jersey (“MamaMancini’s”) and an individual (the “Majority Shareholder”), entered into an Acquisition Agreement and Plan of Merger (the “Agreement”) pursuant to which the Merger Sub was merged with and into MamaMancini’s, with MamaMancini’s surviving as a wholly-owned subsidiary of the Company (the “Merger”). The Company acquired, through a reverse triangular merger, all of the outstanding capital stock of MamaMancini’s in exchange for issuing MamaMancini’s shareholders (the “MamaMancini’s Shareholders”), pro-rata, a total of 20,054,000 shares of the Company’s common stock. Immediately after the Merger was consummated, and further to the Agreement, the majority shareholders and certain affiliates of the Company cancelled a total of 103,408,000 shares of the Company’s common stock held by them (the “Cancellation”). In consideration of the Cancellation of such common stock, the Company paid the Majority Shareholder in aggregate of $295,000 and 800,000 shares of common stock and released the other affiliates from certain liabilities. In addition, the Company has agreed to spinout to the Majority Shareholder all assets related to the Company’s real estate management business within 30 days after the closing. As a result of the Merger and the Cancellation, the MamaMancini’s Shareholders became the majority shareholders of the Company.

The condensed consolidated financial statements presented for all periods through and including July 31, 2014 are those of MamaMancini’s. As a result of this Merger, the equity sections of MamaMancini’s for all prior periods presented reflect the recapitalization described above and are consistent with the July 31, 2014 balance sheet presented for the Company.

Since the transaction is considered a reverse acquisition and recapitalization, the presentation of pro-forma financial information was not required.

Basis of Presentation

The condensed consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the Company and its wholly-owned subsidiaries. All material intercompany balances and transactions have been eliminated in consolidation.

The unaudited financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2013 filed on March 20, 2014 and the audited financial statements as of January 31, 2014 and for the one month period then ended filed with this Form 10-Q. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the year ended December 31, 2013 have been omitted. The results of operations for the interim periods presented are not necessarily indicative of results for the entire year ending January 31, 2015.

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Property and Equipment (Details Narrative) (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Jul. 31, 2014	Jun. 30, 2013
Property, Plant and Equipment [Abstract]
Fixed assets amount	$ 826,340
Depreciation expense	$ 4,141	$ 44,736	$ 6,492	$ 59,473	$ 9,752

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Stockholders' Equity - Summary of Option Activity (Details) (USD $)	1 Months Ended	6 Months Ended		12 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Dec. 31, 2013
Equity [Abstract]
Options Outstanding, Beginning balance	541,404	541,404	223,404	223,404
Options Exercisable, Beginning balance	428,845	434,177
Options, Granted		59,000		318,000
Options, Exercised
Options, Forfeited/Cancelled		(36,000)
Options Outstanding, Ending balance	541,404	564,404		541,404
Options Exercisable, Ending balance	434,177	472,404		428,845
Options Outstanding, Weighted Average Exercise Price, Beginning balance	$ 1.00	$ 1.00	$ 1.00	$ 1.00
Options Exercisable, Weighted Average Exercise Price, Beginning balance	$ 1.00	$ 1.00
Weighted Average Exercise Price, Granted		$ 2.95	$ 1.00	$ 1.00
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/Cancelled
Options Outstanding, Weighted Average Exercise Price, Ending balance	$ 1.00	$ 1.20		$ 1.00
Options Exercisable, Weighted Average Exercise Price, Ending balance	$ 1.00	$ 1.22		$ 1.00

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Condensed Consolidated Balance Sheets (USD $)	Jul. 31, 2014	Jan. 31, 2014
Assets:
Cash	$ 114,774	$ 1,541,640
Accounts receivable, net	1,054,172	1,029,632
Inventories	469,158	159,829
Prepaid expenses	181,615	140,511
Due from manufacturer - related party	740,183	774,049
Deposit with manufacturer - related party	1,220,221	598,987
Total current assets	3,780,123	4,244,648
Property and equipment, net	1,142,295	978,027
Debt issuance costs, net	52,317	46,264
Total Assets	4,974,735	5,268,939
Liabilities:
Accounts payable and accrued expenses	417,853	595,297
Line of credit	293,341	222,704
Total current liabilities	711,194	818,001
Commitments and contingencies
Stockholders' Equity
Preferred stock, $0.00001 par value; 20,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.00001 par value; 250,000,000 shares authorized; 25,807,376 and 24,187,375 shares issued and outstanding, respectively	258	242
Additional paid in capital	12,300,854	10,993,973
Common stock subscribed, $0.00001 par value; 66,667 and 833,333 shares, respectively	1	8
Accumulated deficit	(8,037,572)	(6,543,285)
Total Stockholders' Equity	4,263,541	4,450,938
Total Liabilities and Stockholders' Equity	$ 4,974,735	$ 5,268,939

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Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) (USD $)	6 Months Ended
	Jul. 31, 2014
Agreement Year 1st and 2nd [Member]
Minimum Royalty to be Paid
Agreement Year 3rd and 4th [Member]
Minimum Royalty to be Paid	50,000
Agreement Year 5th, 6th and 7th [Member]
Minimum Royalty to be Paid	75,000
Agreement Year 8th and 9th [Member]
Minimum Royalty to be Paid	100,000
Agreement Year 10th and thereafter [Member]
Minimum Royalty to be Paid	$ 125,000

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Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (Parenthetical)	Jul. 31, 2014	Jan. 31, 2014	Jun. 30, 2013
Statement of Stockholders' Equity [Abstract]
Common stock subscribed, shares	66,667	833,333

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Related Party Transactions (Details Narrative) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Related Party Transactions [Abstract]
Deposit in inventory with manufacturer	$ 1,220,221	$ 598,987

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Stockholders' Equity (Tables)

6 Months Ended

Jul. 31, 2014

Equity [Abstract]

Summary of Option Activity

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

	Options			Weighted Average Exercise Price
Outstanding – January 1, 2013		223,404		$	1.00
Exercisable – January 1, 2013		-		$	-
Granted		318,000		$	1.00
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – December 31, 2013		541,404		$	1.00
Exercisable – December 31, 2013		428,845		$	1.00
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – January 31, 2014		541,404		$	1.00
Exercisable – January 31, 2014		434,177		$	1.00
Granted		59,000		$	2.95
Exercised		-		$	-
Forfeited/Cancelled		(36,000	)	$	-
Outstanding – July 31, 2014		564,404		$	1.20
Exercisable – July 31, 2014		472,404		$	1.22

Summary of Option Outstanding and Exercisable

Options Outstanding							Options Exercisable
Range of Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.00		505,404	3.52 years	$	1.00		417,904	$	1.00
$	2.95		50,000	4.73 years	$	2.95		50,000	$	2.95
$	2.97		9,000	4.75 years	$	2.97		4,500	$	2.97

Schedule of Warrants Activity

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

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2013		505,400	$	1.00
Exercisable – January 1, 2013		-	$	-
Granted		386,667	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2013		892,067	$	1.22
Exercisable – December 31, 2013		892,067	$	1.22
Granted		30,000	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – January 31, 2014		922,067	$	1.22
Exercisable – January 31, 2014		922,067	$	1.22
Granted		189,334	$	2.02
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2014		1,111,401	$	1.36
Exercisable – July 31, 2014		1,013,401	$	1.25

Schedule of Warrants Outstanding and Exercisable

Warrants Outstanding						Warrants Exercisable
Range of Exercise Price		Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$1.00-$2.50	1,111,401	3.71 years	$	1.36		1,013,401	$	1.25

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Related Party Transactions - Schedule of Amount Due from Manufacturer (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Related Party Transactions [Abstract]
Customer receipts collected by Manufacturer on behalf of Company	$ 575,255	$ 575,255
Loan to Manufacturer	450,000	450,000
Shared expenses paid by Manufacturer on behalf of the Company	(285,072)	(251,206)
Due from Manufacturer	$ 740,183	$ 774,049

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Subsequent Events (Tables)

6 Months Ended

Jul. 31, 2014

Subsequent Events [Abstract]

Schedule of Line of Credit

The facility consists of the following:

●	Accounts Revolving Line of Credit:	$	2,150,000
●	Inventory Revolving Line of Credit:	$	350,000
●	Term Loan Line of Credit:	$	600,000

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Condensed Consolidated Statements of Cash Flows (USD $)	1 Months Ended	6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (243,644)	$ (1,494,287)	$ (1,364,460)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	4,141	59,473	9,752
Amortization of debt issuance costs	1,322	8,431
Share-based compensation	2,015	176,100	156,104
(Increase) Decrease in:
Accounts receivable	34,217	(24,540)	(180,976)
Inventory	(47,550)	(309,329)	(14,474)
Prepaid expenses	(4,986)	(41,104)	(69,315)
Due from manufacturer - related party	7,472	33,866	(218,708)
Deposit with manufacturer - related party	(239,481)	(621,234)	108,729
Increase (Decrease) in:
Accounts payable and accrued expenses	(227,747)	(177,444)	1,478
Due to manufacturer - related party
Net Cash Used In Operating Activities	(714,241)	(2,390,068)	(1,571,870)
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for machinery and equipment	(52,672)	(223,741)	(77,037)
Cash paid for acquisition of shell company			(295,000)
Loans to related party			(30,000)
Net Cash Used In Investing Activities	(52,672)	(223,741)	(402,037)
CASH FLOWS FROM FINANCING ACTIVITIES:
Stock issuance costs	(58,500)	(149,213)
Proceeds from issuance of common stock		1,180,003
Proceeds from common stock subscribed	450,000	100,000
Debt issuance costs	(47,586)	(14,484)
Borrowings from line of credit, net	222,704	70,637	150,000
Net Cash Provided By Financing Activities	566,618	1,186,943	150,000
Net Decrease in Cash	(200,295)	(1,426,866)	(1,823,907)
Cash - Beginning of Period	1,741,935	1,541,640	2,008,161
Cash - End of Period	1,541,640	114,774	184,254
Cash Paid During the Period for:
Income taxes
Interest	8,640	43,344	3,775
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Stock issuance costs paid in the form of warrants	$ 43,166	$ 171,981	$ 213,971

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	25,807,376	24,187,375
Common stock, shares outstanding	25,807,376	24,187,375
Common stock subscribed, par value	$ 0.00001	$ 0.00001
Common stock subscribed, shares	66,667	833,333

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Subsequent Events

6 Months Ended

Jul. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

Note 10 - Subsequent Events

On September 3, 2014, the Company entered into a Loan and Security Agreement (“Loan and Security Agreement”) with Entrepreneur Growth Capital, LLC (“EGC”). The total facility is for an aggregate $3,100,000. The facility consists of the following:

●	Accounts Revolving Line of Credit:	$	2,150,000
●	Inventory Revolving Line of Credit:	$	350,000
●	Term Loan Line of Credit:	$	600,000

The revolving interest rates is equal to the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus (a) 2.5% on loans and advances made against eligible accounts and (b) 4.0% on loans made against eligible inventory. The term loan bears interest at a rate of the highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0%. The Company is required to pay a one time facility fee equal to 2.25% of the total $3,100,000 facility. In the event of default, the Company shall pay 10% above the stated rates of interest pursuant to the Loan and Security Agreement. The drawdowns are secured by specific assets of the Company.

In addition, on September 3, 2014, the Company entered into a 5 year $600,000 Secured Promissory Note (“EGC Note”) with EGC. The EGC Note is payable in 60 monthly installments of $10,000. The EGC Note bears interest at highest prime rate in effect during each month as generally reported by Citibank, N.A. plus 4.0% and is payable monthly, in arrears. In the event of default, the Company shall pay 10% above the stated rates of interest per the Loan and Security Agreement. The Note is secured by all assets of the Company.

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Document and Entity Information	6 Months Ended
	Jul. 31, 2014	Sep. 08, 2014
Document And Entity Information
Entity Registrant Name	MamaMancini's Holdings, Inc.
Entity Central Index Key	0001520358
Document Type	10-Q
Document Period End Date	Jul. 31, 2014
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,807,376
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2015

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2014

Accounting Policies [Abstract]

Change of Year End

Change of Year End

Effective January 13, 2014, MamaMancini’s Holdings, Inc. (the “Company”) changed its fiscal year-end date to January 31. The Company’s 2014 fiscal year commenced on February 1, 2014 and concludes on January 31, 2015. The Company changed its year end to be consistent with a significant number of its retail customers that have a fiscal year end on or near January 31. This allows the Company to more accurately account for accrued discounts and promotions to these retailers. The Company determined that recasting the prior year comparable period ended January 31, 2013 would not be material.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for bad debt, inventory obsolescence, the fair value of share-based payments.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates.

Risks and Uncertainties

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the grocery industry, (ii) general economic conditions in the various local markets in which the Company competes, including the general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at July 31, 2014 or January 31, 2014.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts Receivable and Allowance for Doubtful Accounts 

Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company generally does not require collateral to support customer receivables. The Company provides an allowance for doubtful accounts based upon a review of the outstanding accounts receivable, historical collection information and existing economic conditions. The Company determines if receivables are past due based on days outstanding, and amounts are written off when determined to be uncollectible by management. The maximum accounting loss from the credit risk associated with accounts receivable is the amount of the receivable recorded, which is the face amount of the receivable net of the allowance for doubtful accounts. As of July 31, 2014 and January 31, 2014, the Company had reserves of $2,000.

Inventories

Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2014 and January 31, 2014:

	July 31, 2014		January 31, 2014
Finished goods	$	469,158	$	159,829

Property and Equipment

Property and Equipment

Property and equipment are recorded at cost. Depreciation expense is computed using straight-line methods over the estimated useful lives.

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment	2-7 years
Furniture and fixtures	3-5 years
Leasehold improvements	3-10 years

Fair Value of Financial Instruments

Fair Value of Financial Instruments

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amount of the Company’s short term financial instruments approximates fair value due to the relatively short period to maturity for these instruments.

Stock Issuance Costs

Stock Issuance Costs

Stock issuance costs are capitalized as incurred. Upon the completion of the offering, the stock issuance costs are reclassified to equity. Offering costs recorded to equity for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $321,194, $0 and $102,166, respectively.

Research and Development

Research and Development

Research and development is expensed as incurred. Research and development expenses for three months ended July 31, 2014 and June 30, 2013 were $24,091 and $3,995, respectively. Research and development expenses for six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $42,992, $7,138 and $8,477, respectively.

Shipping and Handling Costs

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and the related freight costs as cost of sales.

Revenue Recognition

Revenue Recognition

The Company records revenue for products when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) the product is delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability of the related customer receivable is reasonably assured. There is no stated right of return for products.

The Company meets these criteria upon shipment.

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

	Six Months Ended July 31, 2014		Six Months Ended June 30, 2013		One Month Ended January 31, 2014
Gross Sales	$	5,021,325	$	3,716,948	$	796,177
Less: Slotting, Discounts, Allowances		188,408		244,396		20,925
Net Sales	$	4,832,917	$	3,472,552	$	775,252

Cost of Sales

Cost of Sales

Cost of sales represents costs directly related to the production and manufacturing of the Company’s products. Costs include product development, freight, packaging, and print production costs.

Advertising

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended July 31, 2014 and June 30, 2013 were $549,560 and $393,722, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 were $1,265,859, $810,722 and $232,481, respectively.

Stock-based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Accounting for Stock-Based Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718. The Company accounts for share-based payments to non-employees in accordance with ASC 505-50 “Accounting for Equity Instruments Issued to Non-Employees for Acquiring, or in Conjunction with Selling Goods or Services”.

The Company recognizes all forms of share-based payments, including stock option grants, warrants and restricted stock grants, at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest.

Share-based payments, excluding restricted stock, are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Stock-based compensation expenses are included in cost of goods sold or selling, general and administrative expenses, depending on the nature of the services provided, in the Condensed Consolidated Statement of Operations.

For the three months ended July 31, 2014 and June 30, 2013 share-based compensation amounted to $248,982 and $156,104, respectively. For the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 share-based compensation amounted to $348,081, $156,104 and $45,681, respectively. Of the $348,081 recorded for the six months ended July 31, 2014, $171,974 was a direct cost of a stock offering and has been recorded as a reduction in additional paid in capital.

For the six months ended July 31, 2014, when computing fair value of share-based payments, the Company has considered the following variables:

● The risk-free interest rate assumption is based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The risk free rate used had a range of 0.26%-1.76%.

● The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. Therefore the expected dividend rate was 0%.

● The expected option term is computed using the “simplified” method as permitted under the provisions of Staff Accounting Bulletin (“SAB”) 110. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

● The warrant term is the life of the warrant.

● The expected volatility was benchmarked against similar companies in a similar industry. The expected volatility used had a range of 144%-193%.

● The forfeiture rate is based on the historical forfeiture rate for the Company’s unvested stock options, which was 0%.

Earnings Per Share

Earnings Per Share

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss), adjusted for changes in income or loss that resulted from the assumed conversion of convertible shares, by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period.

The Company had the following potential common stock equivalents at July 31, 2014:

Common stock subscribed	66,667
Common stock warrants, exercise price range of $1.00-$1.50	1,111,401
Common stock options, exercise price of $1.00-$2.97	564,404
Total common stock equivalents	1,742,472

The Company had the following potential common stock equivalents at June 30, 2013:

Common stock subscribed	--
Common stock warrants, exercise price range of $1.00	505,400
Common stock options, exercise price of $1.00	491,404
Total common stock equivalents	996,804

Since the Company reflected a net loss during the three and six months ended July 31, 2014 and June 30, 2013, the effect of considering any common stock equivalents, would have been anti-dilutive. A separate computation of diluted earnings (loss) per share is not presented.

Income Taxes

Income Taxes

Income taxes are provided in accordance with ASC No. 740, “Accounting for Income Taxes”. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carryforwards. Deferred tax expense (benefit) results from the net change during the period of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

The U.S. Financial Accounting Standards Board issued Accounting Standards Update 2014-09, Revenue from Contracts with Customers, in May 2014. The amendments in this Update supersede the revenue recognition requirements in Topic 605, Revenue Recognition, including most industry-specific revenue recognition guidance throughout the Industry Topics of the Codification. In addition, the amendments supersede the cost guidance in Subtopic 605-35, Revenue Recognition—Construction-Type and Production-Type Contracts, and create new Subtopic 340-40, Other Assets and Deferred Costs—Contracts with Customers. In summary, the core principle of Topic 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This Accounting Standards Update is the final version of Proposed Accounting Standards Update 2011-230—Revenue Recognition (Topic 605) and Proposed Accounting Standards Update 2011–250—Revenue Recognition (Topic 605): Codification Amendments, both of which have been deleted. Accounting Standards Update 2014-09. The amendments in this Update are effectively for the Company for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. The Company is currently evaluating the effects of ASU 2014-09 on the condensed consolidated financial statements.

In June 2014, the Financial Accounting Standards Board issued Accounting Standards Update 2014-12, Compensation- Stock Compensation. The amendments in this update apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target can be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The proposed amendments would apply to reporting entities that grant their employees share-based payments in which the terms of the award provide that a performance target could be achieved after the requisite service period. This Accounting Standards Update is the final version of Proposed Accounting Standards Update EITF-13D—Compensation—Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which has been deleted. The amendments in this Update are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the effects of ASU 2014-12 on the condensed consolidated financial statements.

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Condensed Consolidated Statements of Operations (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Jul. 31, 2014	Jun. 30, 2013
Income Statement [Abstract]
Sales - net of slotting fees and discounts	$ 775,252	$ 2,249,768	$ 1,700,388	$ 4,832,917	$ 3,472,552
Cost of sales	535,870	1,590,904	1,185,886	3,371,129	2,467,988
Gross profit	239,382	658,864	514,502	1,461,788	1,004,564
Operating expenses
Research and development	8,477	24,091	3,995	42,992	7,138
General and administrative expenses	472,023	1,401,461	1,262,054	2,869,739	2,358,111
Total operating expenses	480,500	1,425,552	1,266,049	2,912,731	2,365,249
Loss from operations	(241,118)	(766,688)	(751,547)	(1,450,943)	(1,360,685)
Other income (expenses)
Interest expense	(2,526)	(26,710)	(1,525)	(43,344)	(3,775)
Total other income (expense)	(2,526)	(26,710)	(1,525)	(43,344)	(3,775)
Net loss	$ (243,644)	$ (793,398)	$ (753,072)	$ (1,494,287)	$ (1,364,460)
Net loss per common share - basic and diluted	$ (0.01)	$ (0.03)	$ (0.04)	$ (0.06)	$ (0.07)
Weighted average common shares outstanding - basic and diluted	24,187,375	25,452,943	20,854,000	25,091,224	20,747,923

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Related Party Transactions

6 Months Ended

Jul. 31, 2014

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 - Related Party Transactions

Supply Agreement

On March 1, 2010, the Company entered into a five year agreement with a Manufacturer (the “Manufacturer”) who is a related party. The Manufacturer is owned by the CEO and President of the Company. Under the terms of the agreement, the Company grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of Company’s products, for manufacturing the Company’s product and all future improvements, modifications, substitutions and replacements developed by the Company. The Manufacturer in turn grants the Company the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store the Company’s products and the Company has the right to purchase products from one or more other manufacturers, distributors or suppliers. The agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date.

Under the terms of the agreement if the Company specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, the Company agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If the Company requests any repackaging of the product, other than due to defects in the original packaging, the Company will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the Company.

During the three and six months ended July 31, 2014 and June 30, 2013, the Company purchased substantially all of its inventory from the Manufacturer. At July 31, 2014 and January 31, 2014, the Company has a deposit on inventory in the amount of $1,220,221 and $598,987, respectfully, to this Manufacturer.

Meatball Obsession, LLC

A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC.

Due from Manufacturer – Related Party

During the three and six months ended July 31, 2014 and June 30, 2013, the Manufacturer received payments on behalf of the Company for the Company’s customer invoices and the Manufacturer incurred expenses on behalf of the Company for shared administrative expenses and salary expenses. In addition the Company made several unsecured loans to the Manufacturer during 2013. The loan to the Manufacturer is unsecured, does not bear interest and is due on demand. At July 31, 2014 and January 31, 2014 the amount due from the Manufacturer is as follows:

	July 31, 2014			January 31, 2014
Customer receipts collected by Manufacturer on behalf of Company	$	575,255		$	575,255
Loan to Manufacturer		450,000			450,000
Shared expenses paid by Manufacturer on behalf of the Company		(285,072	)		(251,206	)
Due from Manufacturer	$	740,183		$	774,049

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Investment in Meatball Obsession, LLC

6 Months Ended

Jul. 31, 2014

Investments in and Advances to Affiliates, Schedule of Investments [Abstract]

Investment in Meatball Obsession, LLC

Note 4 - Investment in Meatball Obsession, LLC

During 2011 the Company acquired a 34.62% interest in Meatball Obsession, LLC (“MO”) for a total investment of $27,032. This investment is accounted for using the equity method of accounting. Accordingly, investments are recorded at acquisition cost plus the Company’s equity in the undistributed earnings or losses of the entity.

At December 31, 2011 the investment was written down to $0 due to losses incurred by MO.

During 2013 the Company’s ownership interest in MO fell to 24% due to dilution.

During the six months ended July 31, 2014 the Company’s ownership interest in MO fell to 13% due to dilution.

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Commitments and Contingencies (Tables)

6 Months Ended

Jul. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Royalty Minimum Payment by Preceding Agreement Year

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

Agreement Year	Minimum Royalty to be Paid with Respect to Such Agreement Year
1st and 2nd	$	-
3rd and 4th	$	50,000
5th, 6th and 7th	$	75,000
8th and 9th	$	100,000
10th and thereafter	$	125,000

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Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2014

Accounting Policies [Abstract]

Schedule of Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2014 and January 31, 2014:

	July 31, 2014		January 31, 2014
Finished goods	$	469,158	$	159,829

Schedule of Property and Equipment Estimated Useful Lives

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment	2-7 years
Furniture and fixtures	3-5 years
Leasehold improvements	3-10 years

Schedule of Expenses of Slotting Fees and Sales Discount Accounted for Direct Revenue Reduction

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

	Six Months Ended July 31, 2014		Six Months Ended June 30, 2013		One Month Ended January 31, 2014
Gross Sales	$	5,021,325	$	3,716,948	$	796,177
Less: Slotting, Discounts, Allowances		188,408		244,396		20,925
Net Sales	$	4,832,917	$	3,472,552	$	775,252

Schedule of Common Stock Equivalents

The Company had the following potential common stock equivalents at July 31, 2014:

Common stock subscribed	66,667
Common stock warrants, exercise price range of $1.00-$1.50	1,111,401
Common stock options, exercise price of $1.00-$2.97	564,404
Total common stock equivalents	1,742,472

The Company had the following potential common stock equivalents at June 30, 2013:

Common stock subscribed	--
Common stock warrants, exercise price range of $1.00	505,400
Common stock options, exercise price of $1.00	491,404
Total common stock equivalents	996,804

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Stockholders' Equity

6 Months Ended

Jul. 31, 2014

Equity [Abstract]

Stockholders' Equity

Note 8 - Stockholders’ Equity

(A) Common Stock Transactions

During January 2014, the Company sold 300,000 shares of common stock to investors in exchange for $450,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in March 2014.

In connection with the private placement the Company incurred fees of $102,166 consisting of $58,500 in cash and 30,000 warrants with a fair value of $43,666.

During March 2014, the Company sold 236,667 shares of common stock to investors in exchange for $355,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $80,536 consisting of $46,150 in cash and 23,667 warrants with a fair value of $34,386.

During April 2014, the Company sold 416,668 shares of common stock to investors in exchange for $625,001 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $141,791 consisting of $81,250 in cash and 41,667 warrants with a fair value of $60,541.

During May 2014, the Company sold 133,333 shares of common stock to investors in exchange for $200,000 in proceeds in connection with the private placement of the Company’s stock. The shares were issued in June 2014.

In connection with the private placement the Company incurred fees of $82,796 consisting of $26,000 in cash and 17,333 warrants with a fair value of $56,796.

Common Stock Subscribed

During June 2014, the Company sold 66,668 shares of common stock to investors in exchange for $100,000 in proceeds in connection with the private placement of the Company’s stock. The shares were not issued as of July 31, 2014.

In connection with the private placement the Company incurred fees of $33,258 consisting of $13,000 in cash and 8,667 warrants with a fair value of $20,258.

(B) Options

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

	Options			Weighted Average Exercise Price
Outstanding – January 1, 2013		223,404		$	1.00
Exercisable – January 1, 2013		-		$	-
Granted		318,000		$	1.00
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – December 31, 2013		541,404		$	1.00
Exercisable – December 31, 2013		428,845		$	1.00
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		-		$	-
Outstanding – January 31, 2014		541,404		$	1.00
Exercisable – January 31, 2014		434,177		$	1.00
Granted		59,000		$	2.95
Exercised		-		$	-
Forfeited/Cancelled		(36,000	)	$	-
Outstanding – July 31, 2014		564,404		$	1.20
Exercisable – July 31, 2014		472,404		$	1.22

Options Outstanding							Options Exercisable
Range of Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	1.00		505,404	3.52 years	$	1.00		417,904	$	1.00
$	2.95		50,000	4.73 years	$	2.95		50,000	$	2.95
$	2.97		9,000	4.75 years	$	2.97		4,500	$	2.97

At July 31, 2014 and January 31, 2014, the total intrinsic value of options outstanding and exercisable was $429,593 and $1,082,808, respectively.

As of July 31, 2014, the Company has $84,351 in stock-based compensation related to stock options that is yet to be vested. The weighted average expensing period of the unvested options is 1.48 years.

(C) Warrants

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

	Warrants		Weighted Average Exercise Price
Outstanding – January 1, 2013		505,400	$	1.00
Exercisable – January 1, 2013		-	$	-
Granted		386,667	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – December 31, 2013		892,067	$	1.22
Exercisable – December 31, 2013		892,067	$	1.22
Granted		30,000	$	1.50
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – January 31, 2014		922,067	$	1.22
Exercisable – January 31, 2014		922,067	$	1.22
Granted		189,334	$	2.02
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2014		1,111,401	$	1.36
Exercisable – July 31, 2014		1,013,401	$	1.25

Warrants Outstanding						Warrants Exercisable
Range of Exercise Price		Number Outstanding	Weighted Average Remaining Contractual Life (in years)	Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
	$1.00-$2.50	1,111,401	3.71 years	$	1.36		1,013,401	$	1.25

At July 31, 2014 and January 31, 2014, the total intrinsic value of warrants outstanding and exercisable was $607,390 and $1,635,801, respectively.

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Line of Credit

6 Months Ended

Jul. 31, 2014

Debt Disclosure [Abstract]

Line of Credit

Note 6 - Line of Credit

Effective January 3, 2014, the Company entered into a Sale and Security Agreement (the “Sale and Security Agreement”) with Faunus Group International, Inc. (“FGI”) to provide for a $1.5 million secured demand credit facility backed by its receivables and inventory (the “FGI Facility”). The Sale and Security Agreement has an initial three year term (the “Original Term”) and shall be extended automatically for an additional one year for each succeeding term unless written notice of termination is given by either party at least sixty days prior to the end of the Original Term or any extension thereof. The Company and certain of its affiliates also entered into guarantees to guarantee the performance of the obligations under the Sale and Security Agreement (the “Guaranty Agreements”). The Company also granted FGI a security interest in and lien upon all of the Company’s right, title and interest in and to all of its assets (as defined in the Sale and Security Agreement).

Pursuant to the FGI Facility, FGI can elect to purchase eligible accounts receivables (“Purchased Accounts”) up to 70% of the value of such receivables (retaining a 30% reserve). At FGI’s election, FGI may advance the Company up to 70% of the value of any Purchased Accounts, subject to the FGI Facility. Reserves retained by FGI on any Purchased Accounts are expected to be refunded to the Company net of interest and fees on advances once the receivables are collected from customers. The interest rate on advances or borrowings under the FGI Facility will be the greater of (i) 6.75% per annum and (ii) 2.50% above the prime rate. Any advances or borrowings under the FGI Facility are due on demand.

The Company also agreed to pay to FGI monthly collateral management fees of 0.42% of the average monthly balance of Purchased Accounts. The minimum monthly net funds employed during each contract year hereof shall be $500,000. Additionally, the Company paid FGI a one-time facility fee equal to 1% of the FGI Facility upon entry into the Sale and Security Agreement.

Subsequent to July 31, 2014, the Company terminated its agreement with FGI and paid off all obligations due at the payoff date. Upon termination, the Company, additional fees and accrued interest of approximately $48,600 were paid.

On September 3, 2014, the Company entered into a new loan and security agreement with Entrepreneur Growth Capital (“EGC”). See Note 10.

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Concentrations

6 Months Ended

Jul. 31, 2014

Risks and Uncertainties [Abstract]

Concentrations

Note 7 - Concentrations

Revenues

During the six months ended July 31, 2014, the Company earned revenues from three customers representing approximately 23%, 17% and 11% of gross sales. During the six months ended June 30, 2013, the Company earned revenues from five customers representing approximately 23%, 16%, 15%, 10% and 10% of gross sales. During the one month ended January 31, 2014, three customers represented 18%, 15% and 10% of gross sales. 

Cost of Sales

For the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014, one vendor (a related party) represented 100% of the Company’s purchases.

Accounts Receivable

As of July 31, 2014, two customers represented approximately 21% and 13% of total gross accounts receivable. As of January 31, 2014, one customer represented approximately 24% of total gross accounts receivable.

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Commitments and Contingencies

6 Months Ended

Jul. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9 - Commitments and Contingencies

Litigations, Claims and Assessments

From time to time, the Company may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm its business. The Company is currently not aware of any such legal proceedings or claims that they believe will have, individually or in the aggregate, a material adverse effect on its business, financial condition or operating results.

Licensing and Royalty Agreements

On March 1, 2010, the Company was assigned a Development and License agreement (the “Agreement”). Under the terms of the Agreement the Licensor shall develop for the Company a line of beef meatballs with sauce, turkey meatballs with sauce and other similar meats and sauces for commercial manufacture, distribution and sale (each a “Licensor Product” and collectively the “Licensor Products”). Licensor shall work with Licensee to develop Licensor Products that are acceptable to Licensee. Upon acceptance of a Licensor Product by Licensee, Licensor’s trade secret recipes, formulas methods and ingredients for the preparation and production of such Licensor Products (the “Recipes”) shall be subject to this Development and License Agreement.

The term of the Agreement (the “Term”) shall consist of the Exclusive Term and the Non-Exclusive Term. The 12-month period beginning on each January 1 and ending on each December 31 is referred to herein as an “Agreement Year.”

The Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date, unless terminated or extended as provided herein. Licensor, at its option, may terminate the Exclusive Term by notice in writing to Licensee, delivered between the 60th and the 90th day following the end of any Agreement Year if, on or before the 60th day following the end of such Agreement Year, Licensee has not paid Licensor Royalties with respect to such Agreement Year at least equal to the minimum royalty (the “Minimum Royalty”) for such Agreement Year. Subject to the foregoing sentence, and provided Licensee has not breached this Agreement and failed to cure such breach in accordance herewith, Licensee may extend the Exclusive Term for an additional twenty five (25) years, by notice in writing to Licensor, delivered on or before the 50th anniversary of the Effective Date.

The Non-Exclusive Term begins upon expiration of the Exclusive Term and continues indefinitely thereafter, until terminated by Licensor due to a material breach hereof by Licensee that remains uncured after notice and opportunity to cure in accordance herewith, or until terminated by Licensee.

Either party may terminate this Agreement in the event that the other party materially breaches its obligations and fails to cure such material breach within sixty (60) days following written notice from the non-breaching party specifying the nature of the breach. The following termination rights are in addition to the termination rights provided elsewhere in the agreement

● Termination by Licensee - Licensee shall have the right to terminate this Agreement at any time on sixty (60) days written notice to Licensor. In such event, all moneys paid to Licensor shall be deemed non-refundable.

Under the terms of the Agreement the Company is required to pay quarterly royalty fees as follows:

During the Exclusive Term and the Non-Exclusive Term the Company will pay a royalty equal to the royalty rate (the “Royalty Rate”), multiplied by Company’s “Net Sales”. As used herein, “Net Sales” means gross invoiced sales of Products, directly or indirectly to unrelated third parties, less (a) discounts (including cash discounts), and retroactive price reductions or allowances actually allowed or granted from the billed amount (collectively “Discounts”); (b) credits, rebates, and allowances actually granted upon claims, rejections or returns, including recalls (voluntary or otherwise) (collectively, “Credits”); (c) freight, postage, shipping and insurance charges; (d) taxes, duties or other governmental charges levied on or measured by the billing amount, when included in billing, as adjusted for rebates and refunds; and (e) provisions for uncollectible accounts determined in accordance with reasonable accounting methods, consistently applied.

The Royalty Rate shall be: 6% of net sales up to $500,000 of net sales for each Agreement year; 4% of Net Sales from $500,000 up to $2,500,000 of Net Sales for each Agreement year; 2% of Net Sales from $2,500,000 up to $20,000,000 of Net Sales for each Agreement year; and 1% of Net Sales in excess of $20,000,000 of Net Sales for each Agreement year.

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

Agreement Year	Minimum Royalty to be Paid with Respect to Such Agreement Year
1st and 2nd	$	-
3rd and 4th	$	50,000
5th, 6th and 7th	$	75,000
8th and 9th	$	100,000
10th and thereafter	$	125,000

The Company incurred $37,096 and $47,006 of royalty expenses for the three months ended July 31, 2014 and June 30, 2013. The Company incurred $115,726, $118,122 and $35,551 of royalty expenses for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014. Royalty expenses are included in general and administrative expenses on the Condensed Consolidated Statement of Operations.

Agreements with Placement Agents and Finders

(A) December 1, 2011

The Company entered into a Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective December 1, 2011 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $6 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

Along with the above fees, the Company shall pay up to $40,000 for expenses incurred by Spartan in connection with this Financing, together with cost of background checks on the officers and directors of the Company.

During the year ended 2012 the Company paid to Spartan fees of $505,400 and issued Spartan 505,400 five year warrants with an exercise price of $1.00.

(B) May 2, 2013

The Company entered into a second Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective May 2, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and up to 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 over a twelve to twenty four month period upon Spartan’s satisfaction of certain thresholds (raising of aggregate gross proceeds of $4.0mil-$5.0mil) outlined in the Spartan Advisory Agreement. On October 29, 2013 the Company entered into an amendment to the Agreement and the $10,000 monthly fee was cancelled.

During the year ended December 31, 2013 the Company paid to Spartan fees of $650,000 and issued Spartan 333,333 five year warrants with an exercise price of $1.50.

(C) October 22, 2013

The Company entered into a third Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective October 22, 2013 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, Spartan will act, for a minimum of twenty-four months from the date of the agreement, as the Company’s exclusive financial advisor and placement agent to assist the Company in connection with a best efforts private placement (the “Financing”) of up to $2.5 million of the Company’s equity and/or debt securities and/or convertible instruments (the “Securities”).

The Company upon closing of the Financing shall pay consideration to Spartan, in cash, a fee in an amount equal to 10% of the aggregate gross proceeds raised in the Financing and 3% of the aggregate gross proceeds raised in the Financing for expenses incurred by Spartan. The Company shall grant and deliver to Spartan at the closing of the Financing, for nominal consideration, five year warrants (the “Warrants”) to purchase a number of shares of the Company’s Common Stock equal to 10% of the number of shares of Common Stock (and/or shares of Common Stock issuable upon exercise of securities or upon conversion or exchange of convertible or exchangeable securities) sold at such closing. The Warrants shall be exercisable at any time during the five year period commencing on the closing to which they relate at an exercise price equal to the purchase price per share of Common Stock paid by investors in the Financing or, in the case of exercisable, convertible, or exchangeable securities, the exercise, conversion or exchange price thereof. If the Financing is consummated by means of more than one closing, Spartan shall be entitled to the fees provided herein with respect to each such closing.

The Company shall pay to Spartan a non-refundable monthly fee of $10,000 for the term of the agreement. Such monthly fee shall survive any termination of the Agreement.

During the year ended December 31, 2013 the Company paid to Spartan financing fees of $104,000 and issued Spartan 53,333 five year warrants with an exercise price of $1.50.

During the month ended January 31, 2014 the Company paid to Spartan financing fees of $58,500 and issued Spartan 30,000 five year warrants with an exercise price of $1.50.

During the six months ended July 31, 2014, the Company paid to Spartan financing fees of $166,400 and issued Spartan 91,333 five year warrants with an exercise price of $1.50.

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Investment in Meatball Obsession, LLC (Details Narrative) (USD $)	0 Months Ended
	Dec. 31, 2011	Jul. 31, 2014 Meatball Obsession, LLC [Member]	Jun. 30, 2013 Meatball Obsession, LLC [Member]	Dec. 31, 2011 Meatball Obsession, LLC [Member]
Percentage of equity interest acquired in business combination				34.62%
Total investment in Meatball Obsession, LLC				$ 27,032
Reduction in investment due to losses in affiliates	$ 0
Reduction in ownership percentage		13.00%	24.00%

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Related Party Transactions (Tables)

6 Months Ended

Jul. 31, 2014

Related Party Transactions [Abstract]

Schedule of Amount Due from Manufacturer

At July 31, 2014 and January 31, 2014 the amount due from the Manufacturer is as follows:

	July 31, 2014			January 31, 2014
Customer receipts collected by Manufacturer on behalf of Company	$	575,255		$	575,255
Loan to Manufacturer		450,000			450,000
Shared expenses paid by Manufacturer on behalf of the Company		(285,072	)		(251,206	)
Due from Manufacturer	$	740,183		$	774,049

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Summary of Significant Accounting Policies (Details Narrative) (USD $)	1 Months Ended	3 Months Ended		6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013	Jul. 31, 2014	Jun. 30, 2013
Accounting Policies [Abstract]
Cash equivalents	$ 0	$ 0		$ 0
Accounts receivable reserves	2,000	2,000		2,000
Stock offering cost recorded	102,166			321,194	0
Research and development expense	8,477	24,091	3,995	42,992	7,138
Advertising expenses	232,481	549,560	393,722	1,265,859	810,722
Share based compensation	45,681	248,982	156,104	348,081	156,104
Reduction in additional paid in capital				348,081	171,974
Assumption risk-free interest rate of option in effect at the time of the grant minimum				0.26%
Assumption risk-free interest rate of option in effect at the time of the grant maximum				17.60%
Expected common stock dividend rate				$ 0
Expected volatility rate, minimum				144.00%
Expected volatility rate, maximum				193.00%
Historical forfeiture rate for unvested stock option				0.00%

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Stockholders' Equity - Summary of Option Outstanding and Exercisable (Details) (USD $)					6 Months Ended
	Jul. 31, 2014	Jan. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Jul. 31, 2014 Range Of Exercise Price One [Member]	Jul. 31, 2014 Range Of Exercise Price Two [Member]	Jul. 31, 2014 Range Of Exercise Price Three [Member]
Range of exercise price					$ 1.00	$ 2.95	$ 2.97
Number of Options Outstanding	564,404	541,404	541,404	223,404	505,404	50,000	9,000
Weighted Average Remaining Contractual Life (in years), Options Outstanding					3 years 6 months 7 days	4 years 8 months 23 days	4 years 9 months
Weighted Average Exercise Price, Options Outstanding	$ 1.20	$ 1.00	$ 1.00	$ 1.00	$ 1.00	$ 2.95	$ 2.97
Number of Options Exercisable	472,404	434,177	428,845		417,904	50,000	4,500
Weighted Average Exercise Price, Options Exercisable	$ 1.22	$ 1.00	$ 1.00		$ 1.00	$ 2.95	$ 2.97

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Condensed Consolidated Statement of Changes in Stockholders' Equity (Unaudited) (USD $)	Common Stock [Member]	Additional Paid-In Capital [Member]	Common Stock Subscribed [Member]	Accumulated Deficit [Member]	Total
Balance at Jan. 31, 2014	$ 242	$ 10,993,973	$ 8	$ (6,543,285)	$ 4,450,938
Balance, shares at Jan. 31, 2014	24,187,375
Stock options issued for services		159,181			159,181
Warrants issued for services		188,900			188,900
Common stock issued	16	1,179,995	(8)		1,180,003
Common stock issued, shares	1,620,001
Common stock subscribed , 66,667 shares		99,999	1		100,000
Stock issuance costs		(321,194)
Net loss				(1,494,287)	(1,494,287)
Balance at Jul. 31, 2014	$ 258	$ 12,300,854	$ 1	$ (8,037,572)	$ 4,263,541
Balance, shares at Jul. 31, 2014	25,807,376

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Property and Equipment

6 Months Ended

Jul. 31, 2014

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 3 - Property and Equipment:

Property and equipment on July 31, 2014 and January 31, 2014 are as follows:

	July 31, 2014		January 31, 2014
Machinery and Equipment	$	1,034,943	$	1,027,431
Furniture and Fixtures		14,672		4,525
Leasehold Improvements		208,814		2,733
		1,258,430		1,034,689
Less: Accumulated Depreciation		116,135		56,662
	$	1,142,295	$	978,027

At January 31, 2014, fixed assets in the amount of $826,340 were not in service.

Depreciation expense charged to income for the three months ended July 31, 2014 and June 30, 2013 amounted to $44,736 and $6,492, respectively. Depreciation expense charged to income for the six months ended July 31, 2014 and June 30, 2013 and the one month ended January 31, 2014 amounted to $59,473, $9,752 and $4,141, respectively.

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Summary of Significant Accounting Policies - Schedule of Inventories (Details) (USD $)	Jul. 31, 2014	Jan. 31, 2014
Accounting Policies [Abstract]
Finished goods	$ 469,158	$ 159,829

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Concentrations (Details Narrative)	1 Months Ended	6 Months Ended
	Jan. 31, 2014	Jul. 31, 2014	Jun. 30, 2013
Customer A [Member]
Concentrations of Revenues	18.00%	23.00%	23.00%
Percentage of accounts receivables	24.00%	21.00%
Customer B [Member]
Concentrations of Revenues	15.00%	17.00%	16.00%
Percentage of accounts receivables		13.00%
Customer C [Member]
Concentrations of Revenues	10.00%	11.00%	15.00%
Customer D [Member]
Concentrations of Revenues			10.00%
Customer E [Member]
Concentrations of Revenues			10.00%
Vendor One [Member]
Percentage of cost of sales during period	100.00%	100.00%	100.00%

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Property and Equipment (Tables)

6 Months Ended

Jul. 31, 2014

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property and equipment on July 31, 2014 and January 31, 2014 are as follows:

	July 31, 2014		January 31, 2014
Machinery and Equipment	$	1,034,943	$	1,027,431
Furniture and Fixtures		14,672		4,525
Leasehold Improvements		208,814		2,733
		1,258,430		1,034,689
Less: Accumulated Depreciation		116,135		56,662
	$	1,142,295	$	978,027