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, 2019

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: 000-54954

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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

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 12, 2019, there were 31,991,241 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	2
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5
Item 4.	Controls and Procedures.	5
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings.	6
Item 1A.	Risk Factors.	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6
Item 3.	Defaults Upon Senior Securities.	6
Item 4.	Mine Safety Disclosures.	6
Item 5.	Other Information	6
Item 6.	Exhibits.	6
Signatures		7

1

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

MamaMancini’s Holdings, Inc.

Condensed Consolidated Balance Sheets

	July 31, 2019			January 31, 2019
		(unaudited)
Assets
Current Assets:
Cash	$	635,227		$	609,409
Accounts receivable, net		2,711,332			2,698,562
Inventories		1,464,924			1,396,400
Prepaid expenses		379,446			155,178
Total current assets		5,190,929			4,859,549
Property and equipment, net		2,858,233			2,884,594
Operating lease right of use assets, net		1,556,873			-
Deposits		20,177			20,177
Total Assets	$	9,626,212		$	7,764,320
Liabilities and Stockholders’ Deficit
Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	3,065,435		$	3,061,932
Term loan		500,000			500,000
Operating lease liability		124,500			-
Finance leases payable		99,556			53,730
Total current liabilities		3,789,491			3,615,662
Term loan – net		1,118,704			1,914,401
Line of credit – net		2,677,348			2,612,034
Operating lease liability – net		1,432,372			-
Finance leases payable – net		339,654			162,527
Notes payable - related party		641,844			641,844
Total long-term liabilities		6,209,922			5,330,806
Total Liabilities		9,999,413			8,946,468
Commitments and contingencies
Stockholders’ Deficit:
Series A Preferred stock, $0.00001 par value; 120,000 shares authorized; 23,400 issued as of July 31, 2019 and January 31, 2019, 0 and 0 shares outstanding as of July 31, 2019 and January 31, 2019		-			-
Preferred stock, $0.00001 par value; 19,880,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.00001 par value; 250,000,000 shares authorized; 31,991,241 and 31,866,241 shares issued and outstanding as of July 31, 2019 and January 31, 2019		321			320
Additional paid in capital		16,642,259			16,547,287
Accumulated deficit		(16,866,281	)		(17,580,255	)
Less: Treasury stock, 230,000 shares at cost, respectively		(149,500	)		(149,500	)
Total Stockholders’ Deficit		(373,201	)		(1,182,148	)
Total Liabilities and Stockholders’ Deficit	$	9,626,212		$	7,764,320

See accompanying notes to the condensed consolidated financial statements

F-1

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	For the Three Months Ended July 31,						For the Six Months Ended July 31,
	2019			2018			2019			2018
Sales-net of slotting fees and discounts	$	8,099,445		$	5,640,830		$	15,464,269		$	13,382,824
Costs of sales		5,408,049			3,578,840			10,401,819			8,492,288
Gross profit		2,691,396			2,061,990			5,062,450			4,890,536
Operating expenses:
Research and development		24,509			37,083			49,835			67,179
General and administrative		2,215,945			1,895,081			4,082,107			4,140,018
Total operating expenses		2,240,454			1,932,164			4,131,942			4,207,197
Income from operations		450,942			129,826			930,508			683,339
Other expenses
Interest		(87,284	)		(291,441	)		(203,896	)		(479,582	)
Amortization of debt discount		(5,350	)		(48,580	)		(12,638	)		(89,951	)
Total other expenses		(92,634	)		(340,021	)		(216,534	)		(569,533	)
Net income (loss)		358,308			(210,195	)		713,974			113,806
Less: preferred dividends		-			-			-			-
Net income (loss) available to common stockholders	$	358,308		$	(210,195	)	$	713,974		$	113,806
Net income (loss) per common share
– basic	$	0.01		$	(0.01	)	$	0.02		$	0.00
– diluted	$	0.01		$	(0.01	)	$	0.02		$	0.00
Weighted average common shares outstanding
– basic		31,947,763			31,859,812			31,907,676			31,820,898
– diluted		31,981,806			31,859,812			34,941,719			32,564,932

See accompanying notes to the condensed consolidated financial statements

F-2

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(unaudited)

For the Period from May 1, 2019 through July 31, 2019

	Series A Preferred Stock				Common Stock				Treasury Stock						Additional Paid In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance, May 1, 2019		-	$	-		31,866,241	$	320		(230,000	)	$	(149,500	)	$	16,564,544	$	(17,224,589	)	$	(809,225	)
Stock options issued for services		-		-		-		-		-			-			5,841		-			5,841
Common stock issued for services		-		-		125,000		1		-			-			71,874		-			71,875
Net income		-		-		-		-		-			-			-		358,308			358,308
Balance, July 31, 2019		-	$	-		31,991,241	$	321		(230,000	)	$	(149,500	)	$	16,642,259	$	(16,866,281	)	$	(373,201	)

For the Period from May 1, 2018 through July 31, 2018

	Series A Preferred Stock				Common Stock				Treasury Stock						Additional Paid In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, May 1, 2018		-	$	-		31,823,993	$	319		(230,000	)	$	(149,500	)	$	16,427,012		$	(17,806,302	)	$	(1,528,471	)
Share-based compensation		-		-		-		-		-			-			36,945			-			36,945
Common stock issued for the exercise of warrants		-		-		42,248		1		-			-			(1	)		-			-
Net loss		-		-		-		-		-			-			-			(210,195	)		(210,195	)
Balance, July 31, 2018		-	$	-		31,866,241	$	320		(230,000	)	$	(149,500	)	$	16,463,956		$	(18,016,497	)	$	(1,701,721	)

See accompanying notes to the condensed consolidated financial statements

F-3

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

(unaudited)

For the Period from February 1, 2019 through July 31, 2019

	Series A Preferred Stock				Common Stock				Treasury Stock						Additional Paid In		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance, February 1, 2019		-	$	-		31,866,241	$	320		(230,000	)	$	(149,500	)	$	16,547,287	$	(17,580,255	)	$	(1,182,148	)
Stock options issued for services		-		-		-		-		-			-			23,098		-			23,098
Common stock issued for services		-		-		125,000		1		-			-			71,874		-			71,875
Net income		-		-		-		-		-			-			-		713,974			713,974
Balance, July 31, 2019		-	$	-		31,991,241	$	321		(230,000	)	$	(149,500	)	$	16,642,259	$	(16,866,281	)	$	(373,201	)

For the Period from February 1, 2018 through July 31, 2018

	Series A Preferred Stock				Common Stock				Treasury Stock						Additional Paid In			Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Shares			Amount			Capital			Deficit			Deficit
Balance, February 1, 2018		-	$	-		31,753,437	$	319		(230,000	)	$	(149,500	)	$	16,344,794		$	(18,130,303	)	$	(1,934,690	)
Share-based compensation		-		-		-		-		-			-			79,163			-			79,163
Common stock issued for the exercise of options		-		-		40,000		-		-			-			40,000			-			40,000
Common stock issued for the exercise of warrants		-		-		72,804		1		-			-			(1	)		-			72,804
Net income		-		-		-		-		-			-			-			113,806			113,806
Balance, July 31, 2018		-	$	-		31,866,241	$	320		(230,000	)	$	(149,500	)	$	16,463,956		$	(18,016,497	)	$	(1,701,721	)

See accompanying notes to the condensed consolidated financial statements

F-4

MamaMancini’s Holdings, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Six Months Ended
	July 31, 2019			July 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	713,974		$	113,806
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		370,052			337,833
Amortization of debt discount		12,638			89,951
Share-based compensation		29,943			79,163
Amortization of right of use assets		42,958			-
Changes in operating assets and liabilities:
Accounts receivable		(12,770	)		1,334,738
Inventories		(68,524	)		(455,281	)
Prepaid expenses		(159,239	)		(56,776	)
Accounts payable and accrued expenses		3,503			(2,987	)
Current portion of operating lease liability		(42,958	)		-
Net Cash Provided by Operating Activities		889,577			1,440,447
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for fixed assets		(89,525	)		(903,959	)
Net Cash Used in Investing Activities		(89,525	)		(903,959	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable – related party		-			(7,812	)
Borrowings from term loan		-			300,000
Repayment of note payable		-			(500,000	)
Borrowings (repayments) of line of credit, net		65,314			(708,909	)
Proceeds from capital lease		-			213,250
Repayment of term loan		(808,335	)		(95,270	)
Repayment of capital lease obligations		(31,213	)		(12,037	)
Proceeds from exercise of options		-			40,000
Net Cash Used in Financing Activities		(774,234	)		(770,778	)
Net Increase (Decrease) in Cash		25,818			(234,290	)
Cash - Beginning of Period		609,409			581,322
Cash - End of Period	$	635,227		$	347,032
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the Period for:
Income taxes	$	-		$	-
Interest	$	253,763		$	302,034
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Operating lease liability	$	1,599,830		$	-
Finance lease asset additions	$	254,166		$	30,000
Accrued interest on note payable reclassified to principal	$	-		$	392,702
Common stock issued for services to be rendered	$	71,875			-

See accompanying notes to the condensed consolidated financial statements

F-5

MamaMancini’s Holdings, Inc.

Notes to Condensed Consolidated Financial Statements

July 31, 2019

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

MamaMancini’s Holdings, Inc. (the “Company”), (formerly known as Mascot Properties, Inc.) was organized on July 22, 2009 as a Nevada corporation. The Company has a year-end of January 31.

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, chicken parmesan and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and packed frozen products.The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

Note 2 - Summary of Significant Accounting Policies

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 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 January 31, 2019 filed on April 23, 2019. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet at January 31, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2020.

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated.

Following the closing of the merger with Joseph Epstein Food Enterprises, Inc. (“JEFE”) on November 1, 2017, the financial statements of JEFE are consolidated with that of the Company. The prior period financial statements included in the condensed consolidated financial statements have been adjusted to reflect this transaction.

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 consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and 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 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.

F-6

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 a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at July 31, 2019 and January 31, 2019.

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. As of July 31, 2019 and January 31, 2019, the Company had reserves of $2,000.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2019 and January 31, 2019:

	July 31, 2019		January 31, 2019
Raw Materials	$	907,229	$	556,703
Work in Process		4,530		38,769
Finished goods		553,165		800,928
	$	1,464,924	$	1,396,400

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 years
Leasehold improvements	*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

F-7

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.

Leases

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $1,556,873 related to the operating lease for office and warehouse space. Results for the six months ended July 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to:

1.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
2.	Not to apply the recognition requirements in ASC 842 to short-term leases.
3.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Leases for additional disclosures required by ASC 842.

Fair Value of Financial Instruments

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

Research and Development

Research and development is expensed as incurred. Research and development expenses for the three months ended July 31, 2019 and 2018 were $24,509 and $37,083, respectively. Research and development expenses for the six months ended July 31, 2019 and 2018 were $49,835 and $67,179, respectively.

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and the related freight costs as general and administrative expenses.

F-8

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements under Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients. This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed contracts at transition and technical correction. The amendments in this update affect the guidance in ASU 2014-09. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance.

The Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the full retrospective transition method. As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition, are closely aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a material impact on the consolidated financial statements. In addition, the adoption of ASC 606 did not impact the previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company generally recognizes the related trade receivable when the goods are shipped.

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

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Gross Sales	$	15,658,081	$	13,585,549
Less: Slotting, Discounts, Allowances		193,812		202,725
Net Sales	$	15,464,269	$	13,382,824

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2019 and 2018:

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Northeast	$	5,219,863	$	4,115,947
Southeast		3,681,339		3,052,174
Midwest		2,134,045		2,182,830
West		2,713,142		2,547,803
Southwest		1,909,692		1,686,795
Total revenue	$	15,658,081	$	13,585,549

F-9

Cost of Sales

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

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended July 31, 2019 and 2018 were $413,973 and $391,026, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2019 and 2018 were $756,795 and $906,183, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718.

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 consolidated statement of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

For the three months ended July 31, 2019, share-based compensation amounted to $12,686 relating to shares of common stock and options issued to employees and consultants for services.

For the three months ended July 31, 2018, share-based compensation amounted to $36,945 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019, share-based compensation amounted to $29,943 relating to shares of common stock and options issued to employees and consultants for services.

For the six months ended July 31, 2018, share-based compensation amounted to $79,163 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019 and 2018, when computing fair value of share-based payments, the Company has considered the following variables:

	July 31, 2019			July 31, 2018
Risk-free interest rate		1.84 - 2.29	%		1.99	%
Expected life of grants		3 - 3.5 years			2.0 years
Expected volatility of underlying stock		129 - 150	%		172	%
Dividends		0	%		0	%

F-10

The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

Earnings (Loss) Per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) attributable to common stockholders per common share.

	For the Three Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	358,308	$	(210,195	)
Effect of dilutive securities:		—		—
Diluted net income (loss)	$	358,308	$	(210,195	)
Denominator:
Weighted average common shares outstanding - basic		31,947,763		31,859,812
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		-
Warrants		-		-
Weighted average common shares outstanding and assumed conversion – diluted		31,981,806		31,859,812
Basic net income (loss) per common share	$	0.01	$	(0.01	)
Diluted net income (loss) per common share	$	0.01	$	(0.01	)
(a) - Anti-dilutive securities excluded:		6,777,164		7,216,665

F-11

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	713,974	$	113,806
Effect of dilutive securities:		-		-
Diluted net income	$	713,974	$	113,806
Denominator:
Weighted average common shares outstanding - basic		31,907,676		31,820,898
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		166,259
Warrants		-		577,775
Weighted average common shares outstanding and assumed conversion – diluted		31,941,719		32,564,932
Basic net income per common share	$	0.02	$	0.00
Diluted net income per common share	$	0.02	$	0.00
(a) - Anti-dilutive securities excluded:		6,777,164		3,365,001

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.

The Company is no longer subject to tax examinations by tax authorities for years prior to 2017.

Related Parties

The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

F-12

Recent Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after the grant date. ASU 2018-07 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606, Revenue from Contracts with Customers (as described above under “Revenue Recognition”). The adoption of the new standard did not have a significant impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

Note 3 - Property and Equipment:

Property and equipment on July 31, 2019 and January 31, 2019 are as follows:

	July 31, 2019		January 31, 2019
Machinery and Equipment	$	2,982,294	$	2,662,403
Furniture and Fixtures		89,443		81,099
Leasehold Improvements		2,910,402		2,894,949
		5,982,139		5,638,451
Less: Accumulated Depreciation		3,123,906		2,753,857
	$	2,858,233	$	2,884,594

Depreciation expense charged to income for the three months ended July 31, 2019 and 2018 amounted to $189,567 and $203,591, respectively. Depreciation expense charged to income for the six months ended July 31, 2019 and 2018 amounted to $370,052 and $337,833, respectively.

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.

F-13

The Company’s ownership interest in MO has decreased due to dilution. At July 31, 2019 and January 31, 2019, the Company’s ownership interest in MO was 12% and 12%, respectively.

Note 5 - Related Party Transactions

Meatball Obsession, LLC

A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).

For the three months ended July 31, 2019 and 2018, the Company generated approximately $3,911 and $11,972 in revenues from MO, respectively. For the six months ended July 31, 2019 and 2018, the Company generated approximately $33,248 and $40,710 in revenues from MO, respectively.

As of July 31, 2019 and January 31, 2019, the Company had a receivable of $33,497 and $57,374 due from MO, respectively.

WWS, Inc.

A current director of the Company is the president of WWS, Inc.

For the three months ended July 31, 2019 and 2018, the Company recorded $8,000 and $12,000 in commission expense from WWS, Inc. generated sales, respectively. For the six months ended July 31, 2019 and 2018, the Company recorded $24,000 in commission expense from WWS, Inc. generated sales.

Notes Payable – Related Party

During the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company. The notes bear interest at a rate of 4% per annum and matured on December 31, 2016. The notes were subsequently extended until January 2024. As of July 31, 2019 and January 31, 2019, the outstanding principal balance of the notes was $109,844.

The Company received advances from the CEO of the Company which bear interest at 8%. The advances are due on January 2024. At July 31, 2019 and January 31, 2019, there was $400,000 of principal outstanding.

The Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%. The advances are due on January 2024. At July 31, 2019 and January 31, 2019, there was $132,000 of principal outstanding, respectively.

For the three months ended July 31, 2019 and 2018, the Company recorded interest expense of $11,881 and $19,601, respectively, related to the above related party notes payable. For the six months ended July 31, 2019 and 2018, the Company recorded interest expense of $22,769 and $32,687, respectively, related to the above related party notes payable. At July 31, 2019 and January 31, 2019, there was $2,485 and $48,141 of accrued interest on the above related party notes, respectively.

Note 6 - Loan and Security Agreement

M&T Bank

Effective, January 4, 2019, the Company also entered into a $2.5 million five-year note with M&T Bank at LIBOR plus four points with repayments in equal payments over 60 months. The new facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf. The Company recorded $89,321 as a debt discount and will be amortized over the remaining life of the note using the effective interest method. There was unamortized debt discount of $72,961 and $85,599 as of July 31, 2019 and January 31, 2019, respectively. The outstanding balance on the term loan was $1,691,665 and $2,500,000 as of July 31, 2019 and January 31, 2019, respectively.

F-14

Effective, January 4, 2019, the Company has arranged a new $3.5 million working capital line of credit with M&T Bank at LIBOR plus four points with a two-year expiration. The new facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf. Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. The outstanding balance on the line of credit was $2,677,348 and $2,612,034 as of July 31, 2019 and January 31, 2019, respectively.

Future maturities of all debt (excluding debt discount discussed above in Notes 5 and 6) are as follows:

For the Years Ending July 31,
2020	$	500,000
2021		3,177,351
2022		500,004
2023		191,658
2024		641,844
	$	5,010,857

Note 7 - Leases

The Company determines if an arrangement contains a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company’s leases consist of leaseholds on office space, manufacturing space and machinery and equipment. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

F-15

The components of lease expense were as follows:

	Six Months Ended July 31, 2019
Finance leases:
Depreciation of assets		47,009
Interest on lease liabilities		14,113
Operating leases		132,749
Short-term lease		5,566
Total net lease cost	$	199,437

Supplemental balance sheet information related to leases was as follows:

	July 31, 2019
Operating leases:
Operating lease ROU assets	$	1,556,873
Current operating lease liabilities, included in current liabilities	$	124,500
Noncurrent operating lease liabilities, included in long-term liabilities		1,432,372
Total operating lease liabilities	$	1,556,872
Finance leases:
Property and equipment, at cost	$	510,866
Accumulated depreciation		103,921
Property and equipment, net	$	406,945
Current obligations of finance leases, included in current portion of long-term debt	$	125,264
Finance leases, net of current obligations, included in long-term debt		313,946
Total finance lease liabilities	$	439,210

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

	Six Months Ended July 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	42,958
Financing cash flows from finance leases		31,213
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	1,599,830
Finance leases		254,166
Weighted average remaining lease term (in years):
Operating leases		9.0
Finance leases		3.9
Weighted average discount rate:
Operating leases		6.54	%
Finance leases		5.85	%

F-16

Total future minimum payments required under the lease obligations as of July 31, 2019 are as follows:

Twelve Months Ending July 31,
2020	$	350,693
2021		354,728
2022		371,686
2023		268,175
2024		252,288
Thereafter		988,697
Total lease payments	$	2,586,867
Less: amounts representing interest		(596,061	)
Total lease obligations	$	1,990,806

Note 9 - Concentrations

Revenues

During the six months ended July 31, 2019, the Company earned revenues from three customers representing approximately 46%, 10% and 10% of gross sales. During the six months ended July 31, 2018, the Company earned revenues from one customer representing approximately 52% of gross sales. As of July 31, 2019, three customers represented approximately 38% 13% and 10% of total gross outstanding receivables, respectively. As of July 31, 2018, this one customer represented approximately 49% of total gross outstanding receivables.

Note 10 - Stockholders’ Deficit

Common Stock

On June 1, 2019, the Company issued 125,000 shares of its common stock to a consultant for services to be rendered. At the date of grant, the shares had a fair value of $71,875 and is included in prepaid expenses on the unaudited condensed consolidated balance sheets. During the three and six months ended July 31, 2019, the Company recorded $6,845 of stock-based compensation related to these shares.

(A) Options

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

	Options		Weighted Average Exercise Price
Outstanding – January 31, 2019		649,000	$	0.77
Exercisable – January 31, 2019		521,500	$	0.71
Granted		257,500	$	0.53
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2019		906,500	$	0.70
Exercisable – July 31, 2019		581,500	$	0.73

		Options Outstanding						Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.39 – 1.38		906,500		3.09	$	0.70		581,500	$	0.73

F-17

At July 31, 2019 the total intrinsic value of options outstanding and exercisable was $16,000 and $16,000, respectively.

During the six months ended July 31, 2019, the Company issued to 250,000 options to the members of the Board of Directors and an employee. The options have an exercise price of $0.52 per share, a term of 5 years, and 1-year vesting. The options have an aggregated fair value of approximately $85,625 that was calculated using the Black-Scholes option-pricing model based on the assumptions discussed above in Note 2.

During the six months ended July 31, 2018, 40,000 options were exercised by the option holders. The Company issued 40,000 shares of common stock as a result of this exercise and received proceeds of $40,000. No options were exercised during the six months ended July 31, 2019.

For the six months ended July 31, 2019 and 2018, the Company recognized share-based compensation related to options of an aggregate of $23,098 and $79,163, respectively. At July 31, 2019, unrecognized share-based compensation was $112,106.

(B) Warrants

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

	Warrants			Weighted Average Exercise Price
Outstanding – January 31, 2019		6,245,331		$	1.04
Exercisable – January 31, 2019		6,245,331		$	1.04
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		(174,667	)	$	-
Outstanding – July 31, 2019		6,070,664		$	1.03
Exercisable – July 31, 2019		6,070,664		$	1.03

Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.67 – 2.50		6,070,664		1.37	$	1.03		6,070,664	$	1.03

At July 31, 2019, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.

During the six months ended July 31, 2019, no warrants were exercised by the warrant holders.

During the six months ended July 31, 2018, 467,496 warrants were exercised by the warrant holders on a cashless basis. The Company issued 72,804 shares of common stock as a result of this exercise.

Note 11 - 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.

F-18

Licensing and Royalty Agreements

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

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

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

In order to continue the Exclusive term, the Company shall pay a minimum royalty 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 $104,380 and $70,993 of royalty expenses for the three months ended July 31, 2019 and 2018. The Company incurred $220,846 and $200,856 of royalty expenses for the six months ended July 31, 2019 and 2018. Royalty expenses are included in general and administrative expenses on the consolidated statement of operations.

Agreements with Placement Agents and Finders

The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, the Company shall pay to Spartan a non-refundable monthly fee of $10,000 through October 1, 2015. The monthly fee shall survive any termination of the Agreement. Additionally, (i) if at least $4,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2015 through October 2017; and (ii) if at least $5,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2017 through October 2019. If $10,000,000 or more is raised in the Financing, the Company shall issue to Spartan shares of its common stock having an aggregate value of $5,000 (as determined by reference to the average volume weighted average trading price for the last five trading days of the immediately preceding month) on the first day of each month during the period from November 1, 2015 through October 1, 2019.

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 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.

If the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

Advisory Agreement

The Company entered into an Advisory Agreement with Spartan effective June 1, 2019 (the “Advisory Agreement”). Pursuant to the agreement, the Company shall pay to Spartan a non-refundable monthly fee of $5,000 over a 21-month period. Additionally, the Company granted Spartan 125,000 shares of common stock which are considered fully-paid and non-assessable upon execution of the agreement. During the term or this Agreement, the Consultant will provide non-exclusive consulting services related to general corporate matters, including, but not limited to (i) advice and input with respect to raising capital and potential M&A transactions, (ii) identifying suitable personal for management and Board positions (iii) developing corporate structure and finance strategies, (iv) assisting the Company with strategic introductions, (v) assisting management with enhancing corporate and shareholder value, and (vi) introducing the Company to potential investors (collectively, the “Advisory Services”).

F-19

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

THE FOLLOWING DISCUSSION OF OUR PLAN OF OPERATION AND RESULTS OF OPERATIONS SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES TO THE FINANCIAL STATEMENTS INCLUDED ELSEWHERE IN THIS REPORT. THIS DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT RELATE TO FUTURE EVENTS OR OUR FUTURE FINANCIAL PERFORMANCE. THESE STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY CAUSE OUR ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD- LOOKING STATEMENTS. THESE RISKS AND OTHER FACTORS INCLUDE, AMONG OTHERS, THOSE LISTED UNDER “FORWARD-LOOKING STATEMENTS” AND “RISK FACTORS” DETAILED IN PRIOR COMPANY FILINGS AND THOSE INCLUDED ELSEWHERE IN THIS REPORT.

Results of Operations for the Three Months ended July 31, 2019 and 2018

The following table sets forth the summary statements of operations for the three months ended July 31, 2019 and 2018:

	Three Months Ended
	July 31, 2019			July 31, 2018
Sales - Net of Slotting Fees and Discounts	$	8,099,445		$	5,640,830
Gross Profit	$	2,691,396		$	2,061,990
Operating Expenses	$	(2,240,454	)	$	(1,932,164	)
Other Expenses	$	(92,634	)	$	(340,021	)
Net Income (Loss)	$	358,308		$	(210,195)

For the three months ended July 31, 2019 and 2018, the Company reported a net income (loss) of $358,308 and $(210,195), respectively. The change in net income between the three months ended July 31, 2019 and 2018 was primarily attributable to increase gross profit, lower interest and amortization expenses in 2019.

Sales: Sales, net of slotting fees and discounts increased by approximately 44% to $8,099,445 during the three months ended July 31, 2019, from $5,640,830 during the three months ended July 31, 2018. Sales increased from sales with existing customer s as well as new customers.

Gross Profit: The gross profit margin was 33% for the three months ended July 31, 2019 compared to 37% for the three months ended July 31, 2018. During the three months ended July 31, 2019, cost of sales included an increase in depreciation expense of approximately $187,800 (thereby reducing gross margin by approximately 2%) related to the significant plant capacity additions during the last 12 months. Gross margin also decreased slightly due to a change in product mix. In future periods the Company expects sales to increase from the current quarter level which should increase gross profit margin as plant efficiencies should take effect.

Operating Expenses: Operating expenses increased by 16% during the three months ended July 31, 2019, as compared to the three months ended July 31, 2018. Operating expenses decreased as a percentage of sales from 34% in 2018 to 28% in 2019. The increase in total operating expenses is primarily attributable to the following approximate increases in operating expenses:

● Postage and freight of $298,226 due to higher charges from freight carriers and higher volume;

● Professional fees of $87,643 due to additional business and sales consulting;

● Other general and administrative of $71,143;

● Commission expense of $56,310 due to increased sales with existing clients as well as the addition of new clients; and

● Royalty fees of $33,887.

These expense increases were offset by decreases in the following as well as minimal decreases in other expense categories:

● Stock-based compensation for services rendered by employees and consultants decreased by $24,259 compared to the prior period; and

● Trade show and travel expenses of $20,101 related to a change in the timing of shows.

Other Expense: Other expenses decreased by $247,387 to $92,634 for the three months ended July 31, 2019 as compared to $340,021 during the three months ended July 31, 2018. For three months ended July 31, 2019, other expenses consisted of $87,284 in interest expense incurred on the Company’s financing arrangements. In addition, the Company recorded $5,350 of amortization expense related to the debt discount. For the three months ended July 31, 2018, other expenses consisted of $291,441 in interest expense incurred on the Company’s finance arrangements. In addition, the Company recorded $48,580 of amortization expense related to the debt discount and finance arrangements.

Results of Operations for the Six Months ended July 31, 2019 and 2018

The following table sets forth the summary statements of operations for the six months ended July 31, 2019 and 2018:

	Six Months Ended
	July 31, 2019			July 31, 2018
Sales - Net of Slotting Fees and Discounts	$	15,464,269		$	13,382,824
Gross Profit	$	5,062,450		$	4,890,536
Operating Expenses	$	(4,131,942	)	$	(4,207,197	)
Other Expenses	$	(216,534	)	$	(569,533	)
Net Income	$	713,974		$	113,806

2

For the six months ended July 31, 2019 and 2018, the Company reported a net income of $713,974 and $113,806, respectively. The change in net income between the six months ended July 31, 2019 and 2018 was primarily attributable to an increase in sales of 16% in addition to a decrease in expenses.

Sales: Sales, net of slotting fees and discounts increased by approximately 16% to $15,464,269 during the six months ended July 31, 2019, from $13,382,824 during the six months ended July 31, 2018. In addition, during the six months ended July 31, 2019, the Company was able to increase its sales through new customers as well as its existing customer base.

Gross Profit: The gross profit margin was 33% for the six months ended July 31, 2019 compared to 37% for the six months ended July 31, 2018. During the six months ended July 31, 2019, cost of sales included an increase in depreciation expense of approximately $367,000 (thereby reducing gross margin by approximately 2%) related to the significant plant capacity additions during the last 12 months. Gross margin also decreased slightly due to a change in product mix. In future periods the Company expects sales to increase from the current quarter level which should increase gross profit margin as plant efficiencies should take effect.

Operating Expenses: Operating expenses decreased by 2% during the six months ended July 31, 2019, as compared to the six months ended July 31, 2018. Operating expenses decreased as a percentage of sales from 31% in 2018 to 27% in 2019. The $75,255 decrease in total operating expenses is primarily attributable to the following approximate increases in operating expenses:

● Postage and freight of $297,862 due to higher charges from freight carriers and increased sales;

● Professional fees of $78,470 due to additional business and sales consulting;

● Other general and administrative of $49,168; and

● Commission expense of $41,906 due to increased sales with existing clients as well as the addition of new clients.

These expense increases were offset by decreases in the following as well as minimal decreases in other expense categories:

● Advertising and promotion of 149,388 due to reduced merchandising expenses with customers; and

● Stock-based compensation for services rendered by employees and consultants decreased by $49,220 compared to the prior period.

Other Expense: Other expenses decreased by $352,999 to $216,534 for the six months ended July 31, 2019 as compared to $569,533 during the six months ended July 31, 2018. For six months ended July 31, 2019, other expenses consisted of $203,896 in interest expense incurred on the Company’s financing arrangements. In addition, the Company recorded $12,638 of amortization expense related to the debt discount. For the six months ended July 31, 2018, other expenses consisted of $479,582 in interest expense incurred on the Company’s finance arrangements. In addition, during the six months ended July 31, 2018, the Company recorded $89,951 of amortization expense related to the debt discount and finance arrangements. During the six months ended July 31, 2018, the Company also incurred non-recurring interest charges of approximately $112,500 in relation to the extension of the Manatuck note and the corresponding accounting for debt modification which resulted in additional interest expense, finance charges and the write-off of debt discount related to prior debt.

3

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities and working capital at July 31, 2019 compared to January 31, 2019:

	July 31, 2019		January 31, 2019		Increase/(Decrease)
Current Assets	$	5,190,929	$	4,859,549	$	331,380
Current Liabilities	$	3,789,491	$	3,615,662	$	173,829
Working Capital	$	1,401,438	$	1,243,887	$	157,551

As of July 31, 2019, we had working capital of $1,401,438 as compared to a working capital of $1,243,887 as of January 31, 2019, an increase of $157,551. The increase in working capital is primarily attributable to an increase in cash balances of $25,818, an increase in inventories of $68,524, an increase in accounts receivable of $12,770 and an increase in prepaid expenses of $224,268. These amounts were offset by an increase in accounts payable and accrued expenses of $3,503 and a $170,326 increase in the current portion of lease obligations.

Net cash provided by operating activities for the six months ended July 31, 2019 and 2018 was $889,577 and $1,440,447, respectively. The net income for the six months ended July 31, 2019 and 2018 was $709,974 and $113,806, respectively.

Net cash used in all investing activities for the six months ended July 31, 2019 was $89,525 as compared to $903,959 for the six months ended July 31, 2018, respectively, to acquire new machinery and equipment and leasehold improvements. Our capital expenditures are attributed to a Plant Expansion Project in progress since mid-2017 to expand plant capacity and efficiency to meet growing demand.

Net cash used by all financing activities for the six months ended July 31, 2019 was $774,234 as compared to $770,778 provided by financing activities for the six months ended July 31, 2018. During the six months ended July 31, 2019, the Company made net borrowings on the line of credit of $65,314. These cash in-flows were offset by payments of term loan of $808,335 and $31,213 paid for capital lease payments. During the six months ended July 31, 2018, the Company had net borrowings decrease of $708,909 for transactions pursuant to the line of credit in addition to proceeds of $40,000 received from the exercise of options proceeds of $213,250 from a capital leaseback transaction and proceeds of $300,000 from term loan. These cash in-flows were offset by $95,270 and $500,000 paid for repayments on a term loan and net payments of the note payable to Manatuck Hill Partners, respectively.

As reflected in the accompanying condensed consolidated financial statements, the Company has a net income and net cash provided by operations of $713,974 and $1,060,409, respectively, for the six months ended July 31, 2019.

Although the expected revenue growth and control of expenses leads management to believe that it is probable that the Company’s cash resources will be sufficient to meet our cash requirements through the fiscal year ending January 31, 2020, 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. table 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.

Recent Accounting Pronouncements

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

4

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.

Our significant accounting policies are summarized in Note 2 of our condensed consolidated financial statements.

Other than the adoption of FASB ASU 2016-02, “Leases” (Topic 842), there have been no material changes to our critical accounting policies and estimates from the information provided in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our January 31, 2019 Annual Report.

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 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.

5

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.

Smaller reporting companies are not required to provide the information required by this item.

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

During the period between May 1, 2019 and September 9, 2019 the Company issued 125,000 shares of its Common Stock to a consultant as compensation for financial advisory services.

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 Disclosures.

Not applicable.

Item 5. Other Information.

There is no other information required to be disclosed under this item which was not previously disclosed.

Item 6. Exhibits.

Exhibit No.	Description
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.

6

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 12, 2019	By:	/s/ Carl Wolf
	Name:	Carl Wolf
	Title:	Chief Executive Officer
		(Principal Executive Officer)

7

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 12, 2019	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, Lawrence Morgenstein, 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 12, 2019	By:	/s/ Lawrence Morgenstein
		Lawrence Morgenstein
		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, 2019, 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 July 31, 2019, 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, 2018, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 12, 2019	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, 2019, as filed with the U.S. Securities and Exchange Commission on the date hereof, I, Lawrence Morgenstein, 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, 2019, 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, 2019, fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: September 12, 2019	By:	/s/ Lawrence Morgenstein
		Lawrence Morgenstein
		Principal Financial Officer
		MamaMancini’s Holdings, Inc.

XML

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Schedule of Inventories

Inventory was comprised of the following at July 31, 2019 and January 31, 2019:

	July 31, 2019		January 31, 2019
Raw Materials	$	907,229	$	556,703
Work in Process		4,530		38,769
Finished goods		553,165		800,928
	$	1,464,924	$	1,396,400

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 years
Leasehold improvements	*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

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

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

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Gross Sales	$	15,658,081	$	13,585,549
Less: Slotting, Discounts, Allowances		193,812		202,725
Net Sales	$	15,464,269	$	13,382,824

Schedule of Disaggregates Gross Revenue By Significant Geographic Area

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2019 and 2018:

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Northeast	$	5,219,863	$	4,115,947
Southeast		3,681,339		3,052,174
Midwest		2,134,045		2,182,830
West		2,713,142		2,547,803
Southwest		1,909,692		1,686,795
Total revenue	$	15,658,081	$	13,585,549

Schedule of Fair Value of Share-Based Payments

For the six months ended July 31, 2019 and 2018, when computing fair value of share-based payments, the Company has considered the following variables:

	July 31, 2019			July 31, 2018
Risk-free interest rate		1.84 - 2.29	%		1.99	%
Expected life of grants		3 - 3.5 years			2.0 years
Expected volatility of underlying stock		129 - 150	%		172	%
Dividends		0	%		0	%

Schedule of Earnings Per Share, Basic and Diluted

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) attributable to common stockholders per common share.

	For the Three Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	358,308	$	(210,195	)
Effect of dilutive securities:		—		—
Diluted net income (loss)	$	358,308	$	(210,195	)
Denominator:
Weighted average common shares outstanding - basic		31,947,763		31,859,812
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		-
Warrants		-		-
Weighted average common shares outstanding and assumed conversion – diluted		31,981,806		31,859,812
Basic net income (loss) per common share	$	0.01	$	(0.01	)
Diluted net income (loss) per common share	$	0.01	$	(0.01	)
(a) - Anti-dilutive securities excluded:		6,777,164		7,216,665

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	713,974	$	113,806
Effect of dilutive securities:		-		-
Diluted net income	$	713,974	$	113,806
Denominator:
Weighted average common shares outstanding - basic		31,907,676		31,820,898
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		166,259
Warrants		-		577,775
Weighted average common shares outstanding and assumed conversion – diluted		31,941,719		32,564,932
Basic net income per common share	$	0.02	$	0.00
Diluted net income per common share	$	0.02	$	0.00
(a) - Anti-dilutive securities excluded:		6,777,164		3,365,001

XML

Concentrations

6 Months Ended

Jul. 31, 2019

Risks and Uncertainties [Abstract]

Concentrations

Note 8- Concentrations

Revenues

During the six months ended July 31, 2019, the Company earned revenues from three customers representing approximately 46%, 10% and 10% of gross sales. During the six months ended July 31, 2018, the Company earned revenues from one customer representing approximately 52% of gross sales. As of July 31, 2019, three customers represented approximately 38% 13% and 10% of total gross outstanding receivables, respectively. As of July 31, 2018, this one customer represented approximately 49% of total gross outstanding receivables.

XML

Investment in Meatball Obsession, LLC

6 Months Ended

Jul. 31, 2019

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.

The Company’s ownership interest in MO has decreased due to dilution. At July 31, 2019 and January 31, 2019, the Company’s ownership interest in MO was 12% and 12%, respectively.

XML

Investment in Meatball Obsession, LLC (Details Narrative) - Meatball Obsession, LLC [Member] - USD ($)	Dec. 31, 2011	Jul. 31, 2019	Jan. 31, 2019
Percentage of equity interest acquired in business combination	34.62%
Investment in business combination	$ 27,032
Reduction in investment due to losses in affiliates	$ 0
Ownership interest percentage		12.00%	12.00%

XML

Leases - Components of Lease Expense (Details)	6 Months Ended
	Jul. 31, 2019 USD ($)
Leases [Abstract]
Depreciation of assets	$ 47,009
Interest on lease liabilities	14,113
Operating leases	132,749
Short-term lease	5,566
Total net lease cost	$ 199,437

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 713,974	$ 113,806
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	370,052	337,833
Amortization of debt discount	12,638	89,951
Share-based compensation	29,943	79,163
Amortization of right of use assets	42,958
Changes in operating assets and liabilities:
Accounts receivable	(12,770)	1,334,738
Inventories	(68,524)	(455,281)
Prepaid expenses	(159,239)	(56,776)
Accounts payable and accrued expenses	3,503	(2,987)
Current portion of operating lease liability	(42,958)
Net Cash Provided by Operating Activities	889,577	1,440,447
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for fixed assets	(89,525)	(903,959)
Net Cash Used in Investing Activities	(89,525)	(903,959)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of note payable - related party		(7,812)
Borrowings from term loan		300,000
Repayment of note payable		(500,000)
Borrowings (repayments) of line of credit, net	65,314	(708,909)
Proceeds from capital lease		213,250
Repayment of term loan	(808,335)	(95,270)
Repayment of capital lease obligations	(31,213)	(12,037)
Proceeds from exercise of options		40,000
Net Cash Used in Financing Activities	(774,234)	(770,778)
Net Increase (Decrease) in Cash	25,818	(234,290)
Cash - Beginning of Period	609,409	581,322
Cash - End of Period	635,227	347,032
SUPPLEMENTARY CASH FLOW INFORMATION:
Income taxes
Interest	253,763	302,034
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Operating lease liability	1,599,830
Finance lease asset additions	254,166	30,000
Accrued interest on note payable reclassified to principal		392,702
Common stock issued for services to be rendered	$ 71,875

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Condensed Consolidated Balance Sheets - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Current Assets:
Cash	$ 635,227	$ 609,409
Accounts receivable, net	2,711,332	2,698,562
Inventories	1,464,924	1,396,400
Prepaid expenses	379,446	155,178
Total current assets	5,190,929	4,859,549
Property and equipment, net	2,858,233	2,884,594
Operating lease right of use assets, net	1,556,873
Deposits	20,177	20,177
Total Assets	9,626,212	7,764,320
Current Liabilities:
Accounts payable and accrued expenses	3,065,435	3,061,932
Term loan	500,000	500,000
Operating lease liability	124,500
Finance leases payable	99,556	53,730
Total current liabilities	3,789,491	3,615,662
Term loan - net	1,118,704	1,914,401
Line of credit - net	2,677,348	2,612,034
Operating lease liability - net	1,432,372
Finance leases payable - net	339,654	162,527
Notes payable - related party	641,844	641,844
Total long-term liabilities	6,209,922	5,330,806
Total Liabilities	9,999,413	8,946,468
Commitments and contingencies
Stockholders' Deficit:
Preferred stock, $0.00001 par value; 19,880,000 shares authorized; no shares issued and outstanding
Common stock, $0.00001 par value; 250,000,000 shares authorized; 31,991,241 and 31,866,241 shares issued and outstanding as of July 31, 2019 and January 31, 2019	321	320
Additional paid in capital	16,642,259	16,547,287
Accumulated deficit	(16,866,281)	(17,580,255)
Less: Treasury stock, 230,000 shares at cost, respectively	(149,500)	(149,500)
Total Stockholders' Deficit	(373,201)	(1,182,148)
Total Liabilities and Stockholders' Deficit	9,626,212	7,764,320
Series A Preferred Stock [Member]
Stockholders' Deficit:
Preferred stock, $0.00001 par value; 19,880,000 shares authorized; no shares issued and outstanding

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Stockholders' Deficit - Summary of Option Activity (Details)	6 Months Ended
	Jul. 31, 2019 $ / shares shares
Equity [Abstract]
Options, Outstanding, Beginning balance | shares	649,000
Options, Exercisable, Beginning balance | shares	521,500
Options, Granted | shares	257,500
Options, Exercised | shares
Options, Forfeited/Cancelled | shares
Options, Outstanding, Ending balance | shares	906,500
Options, Exercisable, Ending balance | shares	581,500
Options Outstanding, Weighted Average Exercise Price, Beginning balance | $ / shares	$ 0.77
Options Exercisable, Weighted Average Exercise Price, Beginning balance | $ / shares	0.71
Weighted Average Exercise Price, Granted | $ / shares	0.53
Weighted Average Exercise Price, Exercised | $ / shares
Weighted Average Exercise Price, Forfeited/Cancelled | $ / shares
Options Outstanding, Weighted Average Exercise Price, Ending balance | $ / shares	0.70
Options Exercisable, Weighted Average Exercise Price, Ending balance | $ / shares	$ 0.73

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Commitments and Contingencies (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Jun. 01, 2019	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Royalty expenses		$ 104,380	$ 70,993	$ 220,846	$ 200,856
Year 1 [Member]
Percentage of royalty on net sales				6.00%
Royalty revenue				$ 500,000
Year 2 [Member]
Percentage of royalty on net sales				4.00%
Year 2 [Member] | Minimum [Member]
Royalty revenue				$ 500,000
Year 2 [Member] | Maximum [Member]
Royalty revenue				$ 2,500,000
Year 3 [Member]
Percentage of royalty on net sales				2.00%
Year 3 [Member] | Minimum [Member]
Royalty revenue				$ 2,500,000
Year 3 [Member] | Maximum [Member]
Royalty revenue				$ 20,000,000
Year 4 [Member]
Percentage of royalty on net sales				1.00%
Royalty revenue				$ 20,000,000
Spartan Capital Securities, LLC [Member]
Percentage of fee equal to aggregate gross proceeds				10.00%
Percentage of fees equal to aggregate gross proceeds for expenses				3.00%
Percentage of common stock issuable				10.00%
Percentage of fee equal to consideration paid				3.00%
Agreement term description				If the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.
Spartan Capital Securities, LLC [Member] | Financial Advisory and Investment Banking Agreement [Member]
Nonrefundable monthly fee amount				$ 10,000
Spartan Capital Securities, LLC [Member] | Financial Advisory and Investment Banking Agreement [Member] | At least $4,000,000 Raised Financing [Member]
Nonrefundable monthly fee amount				$ 5,000
Nonrefundable monthly fee term				November 1, 2015 through October 2017
Aggregate gross proceeds fee				$ 4,000,000
Spartan Capital Securities, LLC [Member] | Financial Advisory and Investment Banking Agreement [Member] | At least $5,000,000 Raised Financing [Member]
Nonrefundable monthly fee amount				$ 5,000
Nonrefundable monthly fee term				November 1, 2017 through October 2019
Aggregate gross proceeds fee				$ 5,000,000
Spartan Capital Securities, LLC [Member] | Financial Advisory and Investment Banking Agreement [Member] | $10,000,000 or More Raised Financing [Member]
Nonrefundable monthly fee amount				$ 5,000
Nonrefundable monthly fee term				November 1, 2015 through October 1, 2019
Aggregate gross proceeds fee				$ 10,000,000
Spartan Capital Securities, LLC [Member] | Advisory Agreement [Member]
Nonrefundable monthly fee amount	$ 5,000
Number of common stock shares granted	125,000

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Summary of Significant Accounting Policies - Schedule of Property and Equipment Estimated Useful Lives (Details)	6 Months Ended
	Jul. 31, 2019
Furniture and Fixtures [Member]
Property and equipment estimated useful lives	3 years
Leasehold Improvements [Member]
Property and equipment estimated useful lives	0 years	[1]
Minimum [Member] | Machinery and Equipment [Member]
Property and equipment estimated useful lives	2 years
Maximum [Member] | Machinery and Equipment [Member]
Property and equipment estimated useful lives	7 years

[1] Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

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Stockholders' Deficit (Tables)

6 Months Ended

Jul. 31, 2019

Equity [Abstract]

Summary of Option Activity

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

	Options		Weighted Average Exercise Price
Outstanding – January 31, 2019		649,000	$	0.77
Exercisable – January 31, 2019		521,500	$	0.71
Granted		257,500	$	0.53
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2019		906,500	$	0.70
Exercisable – July 31, 2019		581,500	$	0.73

Summary of Option Outstanding and Exercisable

Options Outstanding						Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.39 – 1.38		906,500		3.09	$	0.70		581,500	$	0.73

Schedule of Warrants Activity

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

	Warrants			Weighted Average Exercise Price
Outstanding – January 31, 2019		6,245,331		$	1.04
Exercisable – January 31, 2019		6,245,331		$	1.04
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		(174,667	)	$	-
Outstanding – July 31, 2019		6,070,664		$	1.03
Exercisable – July 31, 2019		6,070,664		$	1.03

Schedule of Warrants Outstanding and Exercisable

Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.67 – 2.50		6,070,664		1.37	$	1.03		6,070,664	$	1.03

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Stockholders' Deficit (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
	Jun. 01, 2019	Jul. 31, 2019	Jul. 31, 2019	Jul. 31, 2018
Value of shares issued for services		$ 71,875	$ 71,875
Stock-based compensation		6,845	6,845
Total intrinsic value of options outstanding		16,000	16,000
Total intrinsic value of options exercisable		16,000	$ 16,000
Stock options exercise price per share			$ 0.53
Number of stock issued for the exercise of options
Aggregate proceeds of exercise of options				$ 40,000
Recognized share-based compensation related to options		5,841	$ 23,098
Stock Options [Member]
Number of stock issued for the exercise of options
Recognized share-based compensation related to options			$ 23,098	$ 79,163
Unrecognized stock based compensation		112,106	112,106
Warrant [Member]
Total intrinsic value of warrants outstanding		0	0
Total intrinsic value of warrants exercisable		$ 0	$ 0
Number of warrants exercised				467,496
Number of shares issued for warrants exercises			72,804
Board of Directors and Employee [Member]
Number of stock option shares issued			250,000
Stock options exercise price per share			$ 0.52
Stock option term			5 years
Stock options vesting period			1 year
Fair value of option			$ 85,625
Consultant [Member]
Number of shares issued for services	125,000
Value of shares issued for services	$ 71,875
Option Holders [Member]
Number of stock issued for the exercise of options				40,000
Number of common stock shares issued				40,000
Aggregate proceeds of exercise of options				$ 40,000

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Stockholders' Deficit - Schedule of Warrants Outstanding and Exercisable (Details) - Warrant [Member]	6 Months Ended
	Jul. 31, 2019 $ / shares shares
Number of Warrants Outstanding | shares	6,070,664
Weighted Average Remaining Contractual Life (in Years)	1 year 4 months 13 days
Weighted Average Exercise Price, Warrants Outstanding	$ 1.03
Number of Warrants Exercisable | shares	6,070,664
Weighted Average Exercise Price, Warrants Exercisable	$ 1.03
Minimum [Member]
Warrants Exercise Price	0.67
Maximum [Member]
Warrants Exercise Price	$ 2.50

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Summary of Significant Accounting Policies - Schedule of Expenses of Slotting Fees, Sales Discounts and Allowances are Accounted as Direct Reduction of Revenues (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Accounting Policies [Abstract]
Gross Sales			$ 15,658,081	$ 13,585,549
Less: Slotting, Discounts, Allowances			193,812	202,725
Net Sales	$ 8,099,445	$ 5,640,830	$ 15,464,269	$ 13,382,824

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Commitments and Contingencies (Tables)

6 Months Ended

Jul. 31, 2019

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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Stockholders' Deficit

6 Months Ended

Jul. 31, 2019

Equity [Abstract]

Stockholders' Deficit

Note 10 - Stockholders’ Deficit

Common Stock

On June 1, 2019, the Company issued 125,000 shares of its common stock to a consultant for services to be rendered. At the date of grant, the shares had a fair value of $71,875 and is included in prepaid expenses on the unaudited condensed consolidated balance sheets. During the three and six months ended July 31, 2019, the Company recorded $6,845 of stock-based compensation related to these shares.

(A) Options

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

	Options		Weighted Average Exercise Price
Outstanding – January 31, 2019		649,000	$	0.77
Exercisable – January 31, 2019		521,500	$	0.71
Granted		257,500	$	0.53
Exercised		-	$	-
Forfeited/Cancelled		-	$	-
Outstanding – July 31, 2019		906,500	$	0.70
Exercisable – July 31, 2019		581,500	$	0.73

		Options Outstanding						Options Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.39 – 1.38		906,500		3.09	$	0.70		581,500	$	0.73

At July 31, 2019 the total intrinsic value of options outstanding and exercisable was $16,000 and $16,000, respectively.

During the six months ended July 31, 2019, the Company issued to 250,000 options to the members of the Board of Directors and an employee. The options have an exercise price of $0.52 per share, a term of 5 years, and 1-year vesting. The options have an aggregated fair value of approximately $85,625 that was calculated using the Black-Scholes option-pricing model based on the assumptions discussed above in Note 2.

During the six months ended July 31, 2018, 40,000 options were exercised by the option holders. The Company issued 40,000 shares of common stock as a result of this exercise and received proceeds of $40,000. No options were exercised during the six months ended July 31, 2019.

For the six months ended July 31, 2019 and 2018, the Company recognized share-based compensation related to options of an aggregate of $23,098 and $79,163, respectively. At July 31, 2019, unrecognized share-based compensation was $112,106.

(B) Warrants

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

	Warrants			Weighted Average Exercise Price
Outstanding – January 31, 2019		6,245,331		$	1.04
Exercisable – January 31, 2019		6,245,331		$	1.04
Granted		-		$	-
Exercised		-		$	-
Forfeited/Cancelled		(174,667	)	$	-
Outstanding – July 31, 2019		6,070,664		$	1.03
Exercisable – July 31, 2019		6,070,664		$	1.03

Warrants Outstanding						Warrants Exercisable
Exercise Price		Number Outstanding		Weighted Average Remaining Contractual Life (in years)		Weighted Average Exercise Price		Number Exercisable		Weighted Average Exercise Price
$	0.67 – 2.50		6,070,664		1.37	$	1.03		6,070,664	$	1.03

At July 31, 2019, the total intrinsic value of warrants outstanding and exercisable was $0 and $0, respectively.

During the six months ended July 31, 2019, no warrants were exercised by the warrant holders.

During the six months ended July 31, 2018, 467,496 warrants were exercised by the warrant holders on a cashless basis. The Company issued 72,804 shares of common stock as a result of this exercise.

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Related Party Transactions

6 Months Ended

Jul. 31, 2019

Related Party Transactions [Abstract]

Related Party Transactions

Note 5 - Related Party Transactions

Meatball Obsession, LLC

A current director of the Company is the chairman of the board and shareholder of Meatball Obsession LLC (“MO”).

For the three months ended July 31, 2019 and 2018, the Company generated approximately $3,911 and $11,972 in revenues from MO, respectively. For the six months ended July 31, 2019 and 2018, the Company generated approximately $33,248 and $40,710 in revenues from MO, respectively.

As of July 31, 2019 and January 31, 2019, the Company had a receivable of $33,497 and $57,374 due from MO, respectively.

WWS, Inc.

A current director of the Company is the president of WWS, Inc.

For the three months ended July 31, 2019 and 2018, the Company recorded $8,000 and $12,000 in commission expense from WWS, Inc. generated sales, respectively. For the six months ended July 31, 2019 and 2018, the Company recorded $24,000 in commission expense from WWS, Inc. generated sales.

Notes Payable – Related Party

During the year ended January 31, 2016, the Company received aggregate proceeds of $125,000 from notes payable with the CEO of the Company. The notes bear interest at a rate of 4% per annum and matured on December 31, 2016. The notes were subsequently extended until January 2024. As of July 31, 2019 and January 31, 2019, the outstanding principal balance of the notes was $109,844.

The Company received advances from the CEO of the Company which bear interest at 8%. The advances are due on January 2024. At July 31, 2019 and January 31, 2019, there was $400,000 of principal outstanding.

The Company received advances from an entity 100% owned by the CEO of the Company, which bear interest at 8%. The advances are due on January 2024. At July 31, 2019 and January 31, 2019, there was $132,000 of principal outstanding, respectively.

For the three months ended July 31, 2019 and 2018, the Company recorded interest expense of $11,881 and $19,601, respectively, related to the above related party notes payable. For the six months ended July 31, 2019 and 2018, the Company recorded interest expense of $22,769 and $32,687, respectively, related to the above related party notes payable. At July 31, 2019 and January 31, 2019, there was $2,485 and $48,141 of accrued interest on the above related party notes, respectively.

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Property and Equipment (Tables)

6 Months Ended

Jul. 31, 2019

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment on July 31, 2019 and January 31, 2019 are as follows:

	July 31, 2019		January 31, 2019
Machinery and Equipment	$	2,982,294	$	2,662,403
Furniture and Fixtures		89,443		81,099
Leasehold Improvements		2,910,402		2,894,949
		5,982,139		5,638,451
Less: Accumulated Depreciation		3,123,906		2,753,857
	$	2,858,233	$	2,884,594

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Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Property, Plant and Equipment [Abstract]
Machinery and Equipment	$ 2,982,294	$ 2,662,403
Furniture and Fixtures	89,443	81,099
Leasehold Improvements	2,910,402	2,894,949
Property and Equipment, Gross	5,982,139	5,638,451
Less: Accumulated Depreciation	3,123,906	2,753,857
Property and Equipment, Net	$ 2,858,233	$ 2,884,594

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Loan and Security Agreement - Schedule of Future Maturities of Debt (Details)	Jul. 31, 2019 USD ($)
Debt Disclosure [Abstract]
2020	$ 500,000
2021	3,177,351
2022	500,004
2023	191,658
2024	641,844
Future maturities of debt	$ 5,010,857

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Nature of Operations and Basis of Presentation

6 Months Ended

Jul. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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. The Company has a year-end of January 31.

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf, chicken parmesan and other similar meats and sauces. In addition, the Company continues to diversify its product line by introducing new products such as ready to serve dinners, single-size Pasta Bowls, bulk deli, packaged refrigerated and packed frozen products.The Company’s customers are located throughout the United States, with a large concentration in the Northeast and Southeast.

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jul. 31, 2019	Jan. 31, 2019
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	19,880,000	19,880,000
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	31,991,241	31,866,241
Common stock, shares outstanding	31,991,241	31,866,241
Treasury stock, shares	230,000	230,000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	120,000	120,000
Preferred stock, shares issued	23,400	23,400
Preferred stock, shares outstanding	0	0

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Leases - Schedule of Future Minimum Payments Required Under Lease Obligations (Details) - USD ($)	Jul. 31, 2019	Jan. 01, 2019
Leases [Abstract]
2020	$ 350,693
2021	354,728
2022	371,686
2023	268,175
2024	252,288
Thereafter	988,697
Total lease payments	2,586,867
Less: amounts representing interest	(596,061)
Total lease obligations	$ 1,556,872	$ 1,556,873

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Stockholders' Deficit - Summary of Option Outstanding and Exercisable (Details)	6 Months Ended
	Jul. 31, 2019 $ / shares shares
Equity [Abstract]
Range of exercise price lower range limit	$ 0.39
Range of exercise price upper range limit	$ 1.38
Number of Options Outstanding | shares	906,500
Weighted Average Remaining Contractual Life (in years), Options Outstanding	3 years 1 month 2 days
Weighted Average Exercise Price, Options Outstanding	$ 0.70
Number of Options Exercisable | shares	581,500
Weighted Average Exercise Price, Options Exercisable	$ 0.73

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Commitments and Contingencies - Schedule of Royalty Minimum Payment by Preceding Agreement Year (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Minimum royalty to be paid	$ 104,380	$ 70,993	$ 220,846	$ 200,856
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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Summary of Significant Accounting Policies - Schedule of Fair Value of Share-Based Payments (Details)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Risk-free interest rate		1.99%
Expected life of grants		2 years
Expected volatility of underlying stock		172.00%
Dividends	0.00%	0.00%
Minimum [Member]
Risk-free interest rate	1.84%
Expected life of grants	3 years
Expected volatility of underlying stock	129.00%
Maximum [Member]
Risk-free interest rate	2.29%
Expected life of grants	3 years 6 months
Expected volatility of underlying stock	150.00%

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Summary of Significant Accounting Policies - Schedule of Inventories (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019
Accounting Policies [Abstract]
Raw Materials	$ 907,229	$ 556,703
Work in Process	4,530	38,769
Finished goods	553,165	800,928
Inventories	$ 1,464,924	$ 1,396,400

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Leases (Tables)

6 Months Ended

Jul. 31, 2019

Leases [Abstract]

Components of Lease Expense

The components of lease expense were as follows:

	Six Months Ended July 31, 2019
Finance leases:
Depreciation of assets		47,009
Interest on lease liabilities		14,113
Operating leases		132,749
Short-term lease		5,566
Total net lease cost	$	199,437

Schedule of Supplemental Balance Sheet Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

	July 31, 2019
Operating leases:
Operating lease ROU assets	$	1,556,873
Current operating lease liabilities, included in current liabilities	$	124,500
Noncurrent operating lease liabilities, included in long-term liabilities		1,432,372
Total operating lease liabilities	$	1,556,872
Finance leases:
Property and equipment, at cost	$	510,866
Accumulated depreciation		103,921
Property and equipment, net	$	406,945
Current obligations of finance leases, included in current portion of long-term debt	$	125,264
Finance leases, net of current obligations, included in long-term debt		313,946
Total finance lease liabilities	$	439,210

Schedule of Supplemental Cash Flow and Other Information Related to Leases

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

	Six Months Ended July 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	42,958
Financing cash flows from finance leases		31,213
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	1,599,830
Finance leases		254,166
Weighted average remaining lease term (in years):
Operating leases		9.0
Finance leases		3.9
Weighted average discount rate:
Operating leases		6.54	%
Finance leases		5.85	%

Schedule of Future Minimum Payments Required Under Lease Obligations

Total future minimum payments required under the lease obligations as of July 31, 2019 are as follows:

Twelve Months Ending July 31,
2020	$	350,693
2021		354,728
2022		371,686
2023		268,175
2024		252,288
Thereafter		988,697
Total lease payments	$	2,586,867
Less: amounts representing interest		(596,061	)
Total lease obligations	$	1,990,806

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Summary of Significant Accounting Policies - Schedule of Earnings Per Share, Basic and Diluted (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Accounting Policies [Abstract]
Net income attributable to common stockholders	$ 358,308	$ (210,195)	$ 713,974	$ 113,806
Effect of dilutive securities:
Diluted net income (loss)	$ 358,308	$ (210,195)	$ 713,974	$ 113,806
Weighted average common shares outstanding - basic	31,947,763	31,859,812	31,907,676	31,820,898
Series A Preferred
Options	34,043		34,043	166,259
Warrants				577,775
Weighted average common shares outstanding and assumed conversion - diluted	31,981,806	31,859,812	31,941,719	32,564,932
Basic net income (loss) per common share	$ 0.01	$ (0.01)	$ 0.02	$ 0.00
Diluted net income (loss) per common share	$ 0.01	$ (0.01)	$ 0.02	$ 0.00
(a) - Anti-dilutive securities excluded:	6,777,164	7,216,665	6,777,164	3,365,001

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Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2016	Jan. 31, 2019
Interest expense related party	$ 11,881	$ 19,601	$ 22,769	$ 32,687
Accrued interest	2,485		2,485			$ 48,141
Meatball Obsession, LLC [Member]
Revenue from related parties	3,911	11,972	33,248	40,710
Due from related party	33,497		33,497			57,374
WWS, Inc. [Member]
Commission expense	8,000	$ 12,000	24,000	$ 24,000
CEO [Member]
Proceeds from notes payable with related party					$ 125,000
Notes, interest rate per annum					4.00%
Debt maturity date					Dec. 31, 2016
CEO [Member] | Notes Payable [Member]
Note principal balance amount	$ 109,844		$ 109,844			109,844
CEO [Member] | Notes Payable One [Member]
Notes, interest rate per annum	8.00%		8.00%
Debt maturity date			Jan. 31, 2024
Note principal balance amount	$ 400,000		$ 400,000			400,000
CEO [Member] | Notes Payable Two [Member]
Notes, interest rate per annum	8.00%		8.00%
Debt maturity date			Jan. 31, 2024
Note principal balance amount	$ 132,000		$ 132,000			$ 132,000
Ownership percentage	100.00%		100.00%
CEO [Member] | Extended Maturity [Member]
Debt maturity date					Jan. 31, 2024

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Leases - Schedule of Supplemental Balance Sheet Information Related to Leases (Details) - USD ($)	Jul. 31, 2019	Jan. 31, 2019	Jan. 01, 2019
Leases [Abstract]
Operating lease ROU assets	$ 1,556,873		$ 1,556,873
Current operating lease liabilities, included in current liabilities	124,500
Noncurrent operating lease liabilities, included in long-term liabilities	1,432,372
Total operating lease liabilities	1,556,872		$ 1,556,873
Property and equipment, at cost	510,866
Accumulated depreciation	103,921
Property and equipment, net	406,945
Current obligations of finance leases, included in current portion of long-term debt	99,556	53,730
Finance leases, net of current obligations, included in long-term debt	339,654	$ 162,527
Total finance lease liabilities	$ 439,210

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

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 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 January 31, 2019 filed on April 23, 2019. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet at January 31, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2020.

Principles of Consolidation

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated.

Following the closing of the merger with Joseph Epstein Food Enterprises, Inc. (“JEFE”) on November 1, 2017, the financial statements of JEFE are consolidated with that of the Company. The prior period financial statements included in the condensed consolidated financial statements have been adjusted to reflect this transaction.

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 consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and 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 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 a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

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, 2019 and January 31, 2019.

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. As of July 31, 2019 and January 31, 2019, the Company had reserves of $2,000.

Inventories

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2019 and January 31, 2019:

	July 31, 2019		January 31, 2019
Raw Materials	$	907,229	$	556,703
Work in Process		4,530		38,769
Finished goods		553,165		800,928
	$	1,464,924	$	1,396,400

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 years
Leasehold improvements	*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.

Leases

Leases

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $1,556,873 related to the operating lease for office and warehouse space. Results for the six months ended July 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to:

1.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
2.	Not to apply the recognition requirements in ASC 842 to short-term leases.
3.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Leases for additional disclosures required by ASC 842.

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.

Research and Development

Research and Development

Research and development is expensed as incurred. Research and development expenses for the three months ended July 31, 2019 and 2018 were $24,509 and $37,083, respectively. Research and development expenses for the six months ended July 31, 2019 and 2018 were $49,835 and $67,179, 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 general and administrative expenses.

Revenue Recognition

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements under Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients. This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed contracts at transition and technical correction. The amendments in this update affect the guidance in ASU 2014-09. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance.

The Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the full retrospective transition method. As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition, are closely aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a material impact on the consolidated financial statements. In addition, the adoption of ASC 606 did not impact the previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company generally recognizes the related trade receivable when the goods are shipped.

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

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Gross Sales	$	15,658,081	$	13,585,549
Less: Slotting, Discounts, Allowances		193,812		202,725
Net Sales	$	15,464,269	$	13,382,824

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2019 and 2018:

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Northeast	$	5,219,863	$	4,115,947
Southeast		3,681,339		3,052,174
Midwest		2,134,045		2,182,830
West		2,713,142		2,547,803
Southwest		1,909,692		1,686,795
Total revenue	$	15,658,081	$	13,585,549

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-in, 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, 2019 and 2018 were $413,973 and $391,026, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2019 and 2018 were $756,795 and $906,183, respectively.

Stock-Based Compensation

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718.

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 consolidated statement of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

For the three months ended July 31, 2019, share-based compensation amounted to $12,686 relating to shares of common stock and options issued to employees and consultants for services.

For the three months ended July 31, 2018, share-based compensation amounted to $36,945 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019, share-based compensation amounted to $29,943 relating to shares of common stock and options issued to employees and consultants for services.

For the six months ended July 31, 2018, share-based compensation amounted to $79,163 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019 and 2018, when computing fair value of share-based payments, the Company has considered the following variables:

	July 31, 2019			July 31, 2018
Risk-free interest rate		1.84 - 2.29	%		1.99	%
Expected life of grants		3 - 3.5 years			2.0 years
Expected volatility of underlying stock		129 - 150	%		172	%
Dividends		0	%		0	%

The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) attributable to common stockholders per common share.

	For the Three Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	358,308	$	(210,195	)
Effect of dilutive securities:		—		—
Diluted net income (loss)	$	358,308	$	(210,195	)
Denominator:
Weighted average common shares outstanding - basic		31,947,763		31,859,812
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		-
Warrants		-		-
Weighted average common shares outstanding and assumed conversion – diluted		31,981,806		31,859,812
Basic net income (loss) per common share	$	0.01	$	(0.01	)
Diluted net income (loss) per common share	$	0.01	$	(0.01	)
(a) - Anti-dilutive securities excluded:		6,777,164		7,216,665

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	713,974	$	113,806
Effect of dilutive securities:		-		-
Diluted net income	$	713,974	$	113,806
Denominator:
Weighted average common shares outstanding - basic		31,907,676		31,820,898
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		166,259
Warrants		-		577,775
Weighted average common shares outstanding and assumed conversion – diluted		31,941,719		32,564,932
Basic net income per common share	$	0.02	$	0.00
Diluted net income per common share	$	0.02	$	0.00
(a) - Anti-dilutive securities excluded:		6,777,164		3,365,001

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.

The Company is no longer subject to tax examinations by tax authorities for years prior to 2017

Related Parties

Related Parties

The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after the grant date. ASU 2018-07 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606, Revenue from Contracts with Customers (as described above under “Revenue Recognition”). The adoption of the new standard did not have a significant impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Subsequent Events

Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

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Leases

6 Months Ended

Jul. 31, 2019

Leases [Abstract]

Leases

Note 7 - Leases

The Company determines if an arrangement contains a lease at inception. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term.

The Company’s leases consist of leaseholds on office space, manufacturing space and machinery and equipment. The Company utilized a portfolio approach in determining the discount rate. The portfolio approach takes into consideration the range of the term, the range of the lease payments, the category of the underlying asset and the Company’s estimated incremental borrowing rate, which is derived from information available at the lease commencement date, in determining the present value of lease payments. The Company also considered its recent debt issuances as well as publicly available data for instruments with similar characteristics when calculating the incremental borrowing rates.

The lease term includes options to extend the lease when it is reasonably certain that the Company will exercise that option. These operating leases contain renewal options for periods ranging from three to five years that expire at various dates with no residual value guarantees. Future obligations relating to the exercise of renewal options is included in the measurement if, based on the judgment of management, the renewal option is reasonably certain to be exercised. Factors in determining whether an option is reasonably certain of exercise include, but are not limited to, the value of leasehold improvements, the value of the renewal rate compared to market rates, and the presence of factors that would cause a significant economic penalty to the Company if the option is not exercised. Management reasonably plans to exercise all options, and as such, all renewal options are included in the measurement of the right-of-use assets and operating lease liabilities.

Leases with a term of 12 months or less are not recorded on the balance sheet, per the election of the practical expedient noted above.

The Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company recognizes variable lease payments in the period in which the obligation for those payments is incurred. Variable lease payments that depend on an index or a rate are initially measured using the index or rate at the commencement date, otherwise variable lease payments are recognized in the period incurred.

The components of lease expense were as follows:

	Six Months Ended July 31, 2019
Finance leases:
Depreciation of assets		47,009
Interest on lease liabilities		14,113
Operating leases		132,749
Short-term lease		5,566
Total net lease cost	$	199,437

Supplemental balance sheet information related to leases was as follows:

	July 31, 2019
Operating leases:
Operating lease ROU assets	$	1,556,873
Current operating lease liabilities, included in current liabilities	$	124,500
Noncurrent operating lease liabilities, included in long-term liabilities		1,432,372
Total operating lease liabilities	$	1,556,872
Finance leases:
Property and equipment, at cost	$	510,866
Accumulated depreciation		103,921
Property and equipment, net	$	406,945
Current obligations of finance leases, included in current portion of long-term debt	$	125,264
Finance leases, net of current obligations, included in long-term debt		313,946
Total finance lease liabilities	$	439,210

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

	Six Months Ended July 31, 2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	42,958
Financing cash flows from finance leases		31,213
ROU assets obtained in exchange for lease liabilities:
Operating leases	$	1,599,830
Finance leases		254,166
Weighted average remaining lease term (in years):
Operating leases		9.0
Finance leases		3.9
Weighted average discount rate:
Operating leases		6.54	%
Finance leases		5.85	%

Total future minimum payments required under the lease obligations as of July 31, 2019 are as follows:

Twelve Months Ending July 31,
2020	$	350,693
2021		354,728
2022		371,686
2023		268,175
2024		252,288
Thereafter		988,697
Total lease payments	$	2,586,867
Less: amounts representing interest		(596,061	)
Total lease obligations	$	1,990,806

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Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Series A Preferred Stock [Member]	Common Stock [Member]	Treasury Stock [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Jan. 31, 2018		$ 319	$ (149,500)	$ 16,344,794	$ (18,130,303)	$ (1,934,690)
Balance, shares at Jan. 31, 2018		31,753,437	(230,000)
Share-based compensation				79,163		79,163
Common stock issued for the exercise of options				40,000		40,000
Common stock issued for the exercise of options, shares		40,000
Common stock issued for the exercise of warrants		$ 1		(1)		72,804
Common stock issued for the exercise of warrants, shares		72,804
Net income					113,806	113,806
Balance at Jul. 31, 2018		$ 320	$ (149,500)	16,463,956	(18,016,497)	(1,701,721)
Balance, shares at Jul. 31, 2018		31,866,241	(230,000)
Balance at Apr. 30, 2018		$ 319	$ (149,500)	16,427,012	(17,806,302)	(1,528,471)
Balance, shares at Apr. 30, 2018		31,823,993	(230,000)
Share-based compensation				36,945		36,945
Common stock issued for the exercise of warrants		$ 1		(1)
Common stock issued for the exercise of warrants, shares		42,248
Net income					(210,195)	(210,195)
Balance at Jul. 31, 2018		$ 320	$ (149,500)	16,463,956	(18,016,497)	(1,701,721)
Balance, shares at Jul. 31, 2018		31,866,241	(230,000)
Balance at Jan. 31, 2019		$ 320	$ (149,500)	16,547,287	(17,580,255)	(1,182,148)
Balance, shares at Jan. 31, 2019		31,866,241	(230,000)
Share-based compensation						$ 29,943
Common stock issued for the exercise of options, shares
Stock options issued for services				23,098		$ 23,098
Common stock issued for services		$ 1		71,874		71,875
Common stock issued for services, shares		125,000
Net income					713,974	713,974
Balance at Jul. 31, 2019		$ 321	$ (149,500)	16,642,259	(16,866,281)	(373,201)
Balance, shares at Jul. 31, 2019		31,991,241	(230,000)
Balance at Apr. 30, 2019		$ 320	$ (149,500)	16,564,544	(17,224,589)	(809,225)
Balance, shares at Apr. 30, 2019		31,866,241	(230,000)
Share-based compensation						12,686
Stock options issued for services				5,841		5,841
Common stock issued for services		$ 1		71,874		71,875
Common stock issued for services, shares		125,000
Net income					358,308	358,308
Balance at Jul. 31, 2019		$ 321	$ (149,500)	$ 16,642,259	$ (16,866,281)	$ (373,201)
Balance, shares at Jul. 31, 2019		31,991,241	(230,000)

XML

Document and Entity Information - shares	6 Months Ended
	Jul. 31, 2019	Sep. 12, 2019
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, 2019
Amendment Flag	false
Current Fiscal Year End Date	--01-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business Flag	true
Entity Emerging Growth Company	false
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		31,991,241
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020

XML

Property and Equipment

6 Months Ended

Jul. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 3 - Property and Equipment:

Property and equipment on July 31, 2019 and January 31, 2019 are as follows:

	July 31, 2019		January 31, 2019
Machinery and Equipment	$	2,982,294	$	2,662,403
Furniture and Fixtures		89,443		81,099
Leasehold Improvements		2,910,402		2,894,949
		5,982,139		5,638,451
Less: Accumulated Depreciation		3,123,906		2,753,857
	$	2,858,233	$	2,884,594

Depreciation expense charged to income for the three months ended July 31, 2019 and 2018 amounted to $189,567 and $203,591, respectively. Depreciation expense charged to income for the six months ended July 31, 2019 and 2018 amounted to $370,052 and $337,833, respectively.

XML

Leases - Schedule of Supplemental Cash Flow and Other Information Related to Leases (Details)	6 Months Ended
	Jul. 31, 2019 USD ($)
Leases [Abstract]
Operating cash flows from operating leases	$ 42,958
Financing cash flows from finance leases	31,213
ROU assets obtained in exchange for lease liabilities: Operating leases	1,599,830
ROU assets obtained in exchange for lease liabilities: Finance leases	$ 254,166
Weighted average remaining lease term (in years): Operating leases	9 years
Weighted average remaining lease term (in years): Finance leases	3 years 10 months 25 days
Weighted average discount rate: Operating leases	6.54%
Weighted average discount rate: Finance leases	5.85%

XML

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 189,567	$ 203,591	$ 370,052	$ 337,833

XML

Loan and Security Agreement (Details Narrative) - USD ($)	Jan. 04, 2019	Jul. 31, 2019	Jan. 31, 2019
Debt discount		$ 72,961	$ 85,599
Term loan outstanding		1,691,665	2,500,000
M&T Bank [Member]
Debt instrument term	2 years
Line of credit interest rate description	Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation).
Line of credit		$ 2,677,348	$ 2,612,034
M&T Bank [Member] | LIBOR [Member]
Line of credit	$ 3,500,000
M&T Bank [Member] | Secured Promissory Note [Member]
Note payable	$ 2,500,000
Debt instrument term	5 years
Line of credit interest rate description	The Company also entered into a $2.5 million five-year note with M&T Bank at LIBOR plus four points with repayments in equal payments over 60 months.
Debt discount	$ 89,321

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Commitments and Contingencies

6 Months Ended

Jul. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 10 - 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 Exclusive Term began on January 1, 2009 (the “Effective Date”) and ends on the 50th anniversary of the Effective Date.

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

In order to continue the Exclusive term, the Company shall pay a minimum royalty 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 $104,380 and $70,993 of royalty expenses for the three months ended July 31, 2019 and 2018. The Company incurred $220,846 and $200,856 of royalty expenses for the six months ended July 31, 2019 and 2018. Royalty expenses are included in general and administrative expenses on the consolidated statement of operations.

Agreements with Placement Agents and Finders

The Company entered into a fourth Financial Advisory and Investment Banking Agreement with Spartan Capital Securities, LLC (“Spartan”) effective April 1, 2015 (the “Spartan Advisory Agreement”). Pursuant to the Spartan Advisory Agreement, the Company shall pay to Spartan a non-refundable monthly fee of $10,000 through October 1, 2015. The monthly fee shall survive any termination of the Agreement. Additionally, (i) if at least $4,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2015 through October 2017; and (ii) if at least $5,000,000 is raised in the Financing, the Company shall pay to Spartan a non-refundable fee of $5,000 per month from November 1, 2017 through October 2019. If $10,000,000 or more is raised in the Financing, the Company shall issue to Spartan shares of its common stock having an aggregate value of $5,000 (as determined by reference to the average volume weighted average trading price for the last five trading days of the immediately preceding month) on the first day of each month during the period from November 1, 2015 through October 1, 2019.

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 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.

If the Company enters into a change of control transaction during the term of the agreement through October 1, 2022, the Company shall pay to Spartan a fee equal to 3% of the consideration paid or received by the Company and/or its stockholders in such transaction.

Advisory Agreement

The Company entered into an Advisory Agreement with Spartan effective June 1, 2019 (the “Advisory Agreement”). Pursuant to the agreement, the Company shall pay to Spartan a non-refundable monthly fee of $5,000 over a 21-month period. Additionally, the Company granted Spartan 125,000 shares of common stock which are considered fully-paid and non-assessable upon execution of the agreement. During the term or this Agreement, the Consultant will provide non-exclusive consulting services related to general corporate matters, including, but not limited to (i) advice and input with respect to raising capital and potential M&A transactions, (ii) identifying suitable personal for management and Board positions (iii) developing corporate structure and finance strategies, (iv) assisting the Company with strategic introductions, (v) assisting management with enhancing corporate and shareholder value, and (vi) introducing the Company to potential investors (collectively, the “Advisory Services”).

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Loan and Security Agreement

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Loan and Security Agreement

Note 6 - Loan and Security Agreement

M&T Bank

Effective, January 4, 2019, the Company also entered into a $2.5 million five-year note with M&T Bank at LIBOR plus four points with repayments in equal payments over 60 months. The new facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf. The Company recorded $89,321 as a debt discount and will be amortized over the remaining life of the note using the effective interest method. There was unamortized debt discount of $72,961 and $85,599 as of July 31, 2019 and January 31, 2019, respectively. The outstanding balance on the term loan was $1,691,665 and $2,500,000 as of July 31, 2019 and January 31, 2019, respectively.

Effective, January 4, 2019, the Company has arranged a new $3.5 million working capital line of credit with M&T Bank at LIBOR plus four points with a two-year expiration. The new facility is supported by a first priority security interest in all of the Company’s business assets and is further subject to various affirmative and negative financial covenants and a limited Guaranty by the Company’s Chief Executive Officer, Carl Wolf. Advances under the line of credit are limited to eighty percent (80%) of eligible accounts receivable (which is subject to an agreed limitation and is further subject to certain asset concentration provisions) and fifty percent (50%) of eligible inventory (which is subject to an agreed dollar limitation). All advances under the line of credit are due upon maturity. The outstanding balance on the line of credit was $2,677,348 and $2,612,034 as of July 31, 2019 and January 31, 2019, respectively.

Future maturities of all debt (excluding debt discount discussed above in Notes 5 and 6) are as follows:

For the Years Ending July 31,
2020	$	500,000
2021		3,177,351
2022		500,004
2023		191,658
2024		641,844
	$	5,010,857

XML

Summary of Significant Accounting Policies

6 Months Ended

Jul. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 - Summary of Significant Accounting Policies

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 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 January 31, 2019 filed on April 23, 2019. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet at January 31, 2019 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America. The results of operations for the interim periods presented are not necessarily indicative of results for the year ending January 31, 2020.

Principles of Consolidation

The condensed consolidated financial statements include all accounts of the entities as of the reporting period ending date(s) and for the reporting period(s). All inter-company balances and transactions have been eliminated.

Following the closing of the merger with Joseph Epstein Food Enterprises, Inc. (“JEFE”) on November 1, 2017, the financial statements of JEFE are consolidated with that of the Company. The prior period financial statements included in the condensed consolidated financial statements have been adjusted to reflect this transaction.

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 consolidated financial statements and accompanying notes. Such estimates and assumptions impact, among others, the following: allowance for doubtful accounts, inventory obsolescence and 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 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 a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at July 31, 2019 and January 31, 2019.

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. As of July 31, 2019 and January 31, 2019, the Company had reserves of $2,000.

Inventories

Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at July 31, 2019 and January 31, 2019:

	July 31, 2019		January 31, 2019
Raw Materials	$	907,229	$	556,703
Work in Process		4,530		38,769
Finished goods		553,165		800,928
	$	1,464,924	$	1,396,400

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 years
Leasehold improvements	*

(*) Amortized on a straight-line basis over the term of the lease or the estimated useful lives, whichever period is shorter.

Upon sale or retirement of property and equipment, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in the condensed consolidated statements of operations.

Leases

In February 2016, the FASB issued ASU 2016-02 “Leases” (Topic 842) which amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity’s leasing activities. Subsequent to the issuance of Topic 842, the FASB clarified the guidance through several ASUs; hereinafter the collection of lease guidance is referred to as ASC 842. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements.

On January 1, 2019, the Company adopted ASC 842 using the modified retrospective approach and recognized a right of use (“ROU”) asset and liability in the condensed consolidated balance sheet in the amount of $1,556,873 related to the operating lease for office and warehouse space. Results for the six months ended July 31, 2019 are presented under ASC 842, while prior period amounts were not adjusted and continue to be reported in accordance with the legacy accounting guidance under ASC Topic 840, Leases.

As part of the adoption the Company elected the practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company to:

1.	Not separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease component.
2.	Not to apply the recognition requirements in ASC 842 to short-term leases.
3.	Not record a right of use asset or right of use liability for leases with an asset or liability balance that would be considered immaterial.

Refer to Note 7. Leases for additional disclosures required by ASC 842.

Fair Value of Financial Instruments

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

Research and Development

Research and development is expensed as incurred. Research and development expenses for the three months ended July 31, 2019 and 2018 were $24,509 and $37,083, respectively. Research and development expenses for the six months ended July 31, 2019 and 2018 were $49,835 and $67,179, respectively.

Shipping and Handling Costs

The Company classifies freight billed to customers as sales revenue and the related freight costs as general and administrative expenses.

Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 supersedes the revenue recognition requirements under Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Industry Topics of the ASC. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. Under the new guidance, an entity is required to perform the following five steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The new guidance will significantly enhance comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of revenue that is recognized. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606)—Narrow-Scope Improvements and Practical Expedients. This update clarifies the objectives of collectability, sales and other taxes, noncash consideration, contract modifications at transition, completed contracts at transition and technical correction. The amendments in this update affect the guidance in ASU 2014-09. In September 2017, the FASB issued additional amendments providing clarification and implementation guidance.

The Company adopted this guidance and related amendments as of the first quarter of fiscal 2019, applying the full retrospective transition method. As the underlying principles of the new standard, relating to the measurement of revenue and the timing of recognition, are closely aligned with the Company’s current business model and practices, the adoption of ASU 2014-09 did not have a material impact on the consolidated financial statements. In addition, the adoption of ASC 606 did not impact the previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.

The Company’s sales predominantly are generated from the sale of finished products to customers, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are shipped to the customer. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods. The Company reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue guidance, the Company elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses on the consolidated statement of operations.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers. The Company generally recognizes the related trade receivable when the goods are shipped.

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

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Gross Sales	$	15,658,081	$	13,585,549
Less: Slotting, Discounts, Allowances		193,812		202,725
Net Sales	$	15,464,269	$	13,382,824

Disaggregation of Revenue from Contracts with Customers. The following table disaggregates gross revenue by significant geographic area for the six months ended July 31, 2019 and 2018:

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Northeast	$	5,219,863	$	4,115,947
Southeast		3,681,339		3,052,174
Midwest		2,134,045		2,182,830
West		2,713,142		2,547,803
Southwest		1,909,692		1,686,795
Total revenue	$	15,658,081	$	13,585,549

Cost of Sales

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

Advertising

Costs incurred for producing and communicating advertising for the Company are charged to operations as incurred. Producing and communicating advertising expenses for the three months ended July 31, 2019 and 2018 were $413,973 and $391,026, respectively. Producing and communicating advertising expenses for the six months ended July 31, 2019 and 2018 were $756,795 and $906,183, respectively.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation” (“ASC 718”) which establishes financial accounting and reporting standards for stock-based employee compensation. It defines a fair value-based method of accounting for an employee stock option or similar equity instrument. The Company accounts for compensation cost for stock option plans in accordance with ASC 718.

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 consolidated statement of operations. Share-based payments issued to placement agents are classified as a direct cost of a stock offering and are recorded as a reduction in additional paid in capital.

For the three months ended July 31, 2019, share-based compensation amounted to $12,686 relating to shares of common stock and options issued to employees and consultants for services.

For the three months ended July 31, 2018, share-based compensation amounted to $36,945 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019, share-based compensation amounted to $29,943 relating to shares of common stock and options issued to employees and consultants for services.

For the six months ended July 31, 2018, share-based compensation amounted to $79,163 relating to options issued to employees and consultants for services.

For the six months ended July 31, 2019 and 2018, when computing fair value of share-based payments, the Company has considered the following variables:

	July 31, 2019			July 31, 2018
Risk-free interest rate		1.84 - 2.29	%		1.99	%
Expected life of grants		3 - 3.5 years			2.0 years
Expected volatility of underlying stock		129 - 150	%		172	%
Dividends		0	%		0	%

The expected option term is computed using the “simplified” method as permitted under the provisions of ASC 718-10-S99. The Company uses the simplified method to calculate expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.

The expected stock price volatility for the Company’s stock options was estimated using the historical volatilities of the Company’s common stock. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

Earnings (Loss) Per Share

Earnings per share (“EPS”) is the amount of earnings attributable to each share of common stock. For convenience, the term is used to refer to either earnings or loss per share. EPS is computed pursuant to Section 260-10-45 of the FASB Accounting Standards Codification. Pursuant to ASC Paragraphs 260-10-45-10 through 260-10-45-16, basic EPS shall be computed by dividing income available to common stockholders (the numerator) by the weighted-average number of common shares outstanding (the denominator) during the period. Income available to common stockholders shall be computed by deducting both the dividends declared in the period on preferred stock (whether or not paid) and the dividends accumulated for the period on cumulative preferred stock (whether or not earned) from income from continuing operations (if that amount appears in the income statement) and also from net income. The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, stock options or warrants.

The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income (loss) attributable to common stockholders per common share.

	For the Three Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	358,308	$	(210,195	)
Effect of dilutive securities:		—		—
Diluted net income (loss)	$	358,308	$	(210,195	)
Denominator:
Weighted average common shares outstanding - basic		31,947,763		31,859,812
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		-
Warrants		-		-
Weighted average common shares outstanding and assumed conversion – diluted		31,981,806		31,859,812
Basic net income (loss) per common share	$	0.01	$	(0.01	)
Diluted net income (loss) per common share	$	0.01	$	(0.01	)
(a) - Anti-dilutive securities excluded:		6,777,164		7,216,665

	For the Six Months Ended
	July 31, 2019		July 31, 2018
Numerator:
Net income attributable to common stockholders	$	713,974	$	113,806
Effect of dilutive securities:		-		-
Diluted net income	$	713,974	$	113,806
Denominator:
Weighted average common shares outstanding - basic		31,907,676		31,820,898
Dilutive securities (a):
Series A Preferred		-		-
Options		34,043		166,259
Warrants		-		577,775
Weighted average common shares outstanding and assumed conversion – diluted		31,941,719		32,564,932
Basic net income per common share	$	0.02	$	0.00
Diluted net income per common share	$	0.02	$	0.00
(a) - Anti-dilutive securities excluded:		6,777,164		3,365,001

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.

The Company is no longer subject to tax examinations by tax authorities for years prior to 2017.

Related Parties

The Company follows subtopic ASC 850-10 for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20, the related parties include: (a) affiliates of the Company (“Affiliate” means, with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal owners of the Company; (e) management of the Company; (f) other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and (g) other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

Recent Accounting Pronouncements

In June 2018, the FASB issued Accounting Standards Update (ASU) No. 2018-07, Compensation – Stock Compensation (Topic718): Improvements to Nonemployee Share-Based Payment Accounting. Under the new standard, companies will no longer be required to value non-employee awards differently from employee awards. Companies will value all equity classified awards at their grant-date under ASC 718 and forgo revaluing the award after the grant date. ASU 2018-07 is effective for annual reporting periods beginning after December 15, 2018, including interim reporting periods within that reporting period. Early adoption is permitted, but no earlier than the Company’s adoption date of Topic 606, Revenue from Contracts with Customers (as described above under “Revenue Recognition”). The adoption of the new standard did not have a significant impact on its condensed consolidated financial statements.

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement”. This update is to improve the effectiveness of disclosures in the notes to the financial statements by facilitating clear communication of the information required by U.S. GAAP that is most important to users of each entity’s financial statements. The amendments in this update apply to all entities that are required, under existing U.S. GAAP, to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update are effective for all entities for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company is currently evaluating this guidance and the impact of this update on its consolidated financial statements.

Management does not believe that any recently issued, but not yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying condensed consolidated financial statements.

Subsequent Events

The Company evaluates subsequent events and transactions that occur after the balance sheet date for potential recognition or disclosure. Any material events that occur between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date.

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Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Income Statement [Abstract]
Sales-net of slotting fees and discounts	$ 8,099,445	$ 5,640,830	$ 15,464,269	$ 13,382,824
Costs of sales	5,408,049	3,578,840	10,401,819	8,492,288
Gross profit	2,691,396	2,061,990	5,062,450	4,890,536
Operating expenses:
Research and development	24,509	37,083	49,835	67,179
General and administrative	2,215,945	1,895,081	4,082,107	4,140,018
Total operating expenses	2,240,454	1,932,164	4,131,942	4,207,197
Income from operations	450,942	129,826	930,508	683,339
Other expenses
Interest	(87,284)	(291,441)	(203,896)	(479,582)
Amortization of debt discount	(5,350)	(48,580)	(12,638)	(89,951)
Total other expenses	(92,634)	(340,021)	(216,534)	(569,533)
Net income (loss)	358,308	(210,195)	713,974	113,806
Less: preferred dividends
Net income (loss) available to common stockholders	$ 358,308	$ (210,195)	$ 713,974	$ 113,806
Net income (loss) per common share - basic	$ 0.01	$ (0.01)	$ 0.02	$ 0.00
Net income (loss) per common share - diluted	$ 0.01	$ (0.01)	$ 0.02	$ 0.00
Weighted average common shares outstanding - basic	31,947,763	31,859,812	31,907,676	31,820,898
Weighted average common shares outstanding - diluted	31,981,806	31,859,812	34,941,719	32,564,932

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Concentrations (Details Narrative)	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Sales Revenue [Member] | Customer One [Member]
Concentrations of risk percentage	46.00%	52.00%
Sales Revenue [Member] | Customer Two [Member]
Concentrations of risk percentage	10.00%
Sales Revenue [Member] | Customer Three [Member]
Concentrations of risk percentage	10.00%
Accounts Receivable [Member] | Customer One [Member]
Concentrations of risk percentage	38.00%	49.00%
Accounts Receivable [Member] | Customer Two [Member]
Concentrations of risk percentage	13.00%
Accounts Receivable [Member] | Customer Three [Member]
Concentrations of risk percentage	10.00%

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Stockholders' Deficit - Schedule of Warrants Activity (Details) - Warrant [Member] - $ / shares	6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018
Warrants Outstanding, Beginning balance	6,245,331
Warrants Exercisable, Beginning balance	6,245,331
Warrants, Granted
Warrants, Exercised		(467,496)
Warrants, Forfeited/Cancelled	(174,667)
Warrants Outstanding, Ending balance	6,070,664
Warrants Exercisable, Ending balance	6,070,664
Warrants Outstanding, Weighted Average Exercise Price, Beginning balance	$ 1.04
Warrants Exercisable, Weighted Average Exercise Price, Beginning balance	1.04
Weighted Average Exercise Price, Granted
Weighted Average Exercise Price, Exercised
Weighted Average Exercise Price, Forfeited/Cancelled
Warrants Outstanding, Weighted Average Exercise Price, Ending balance	1.03
Warrants Exercisable, Weighted Average Exercise Price, Ending balance	$ 1.03

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Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018	Jan. 31, 2019	Jan. 01, 2019
Accounting Policies [Abstract]
Cash equivalents
Accounts receivable reserves	2,000		2,000		2,000
Right of use ("ROU") asset	1,556,873		1,556,873			$ 1,556,873
Right of use ("ROU") liability	1,556,872		1,556,872			$ 1,556,873
Research and development expense	24,509	$ 37,083	49,835	$ 67,179
Advertising expenses	413,973	391,026	756,795	906,183
Share-based compensation	$ 12,686	$ 36,945	$ 29,943	$ 79,163

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Loan and Security Agreement (Tables)

6 Months Ended

Jul. 31, 2019

Debt Disclosure [Abstract]

Schedule of Future Maturities of Debt

Future maturities of all debt (excluding debt discount discussed above in Notes 5 and 6) are as follows:

For the Years Ending July 31,
2020	$	500,000
2021		3,177,351
2022		500,004
2023		191,658
2024		641,844
	$	5,010,857

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Summary of Significant Accounting Policies - Schedule of Disaggregates Gross Revenue By Significant Geographic Area (Details) (USD $) - USD ($)	3 Months Ended		6 Months Ended
	Jul. 31, 2019	Jul. 31, 2018	Jul. 31, 2019	Jul. 31, 2018
Disaggregation of revenue from contracts with customers	$ 8,099,445	$ 5,640,830	$ 15,464,269	$ 13,382,824
Northeast [Member]
Disaggregation of revenue from contracts with customers			5,219,863	4,115,947
Southeast [Member]
Disaggregation of revenue from contracts with customers			3,681,339	3,052,174
Midwest [Member]
Disaggregation of revenue from contracts with customers			2,134,045	2,182,830
West [Member]
Disaggregation of revenue from contracts with customers			2,713,142	2,547,803
Southwest [Member]
Disaggregation of revenue from contracts with customers			$ 1,909,692	$ 1,686,795