8-K/A - MAMA - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

Form

8-K/A

(Amendment No. 1)

Current

Report

Pursuant

to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 23, 2021

MamaMancini’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54954	27-0607116
(State or other jurisdiction<br><br> <br>of incorporation)	(Commission<br><br> <br>File Number)	(I.R.S. Employer<br><br> <br>Identification No.)

25Branca Road

EastRutherford, NJ 07073

(Addressof principal executive offices) (zip code)

(201)531-1212

(Registrant’stelephone number, including area code)

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.00001 par value per share	MMMB	NASDAQ

SECTION

9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

As reported on our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 2021, on December 29, 2021, MamaMancini’s Holdings, Inc. (the “Company”) closed the acquisition of T&L Creative Salads, Inc. and Olive Branch LLC (the “Acquisitions”) that was the subject of those certain Asset Purchase Agreements and Plan of Merger (the “APA’s”) with T&L Creative Salads, Inc. and Olive Branch LLC dated December 23, 2021. At closing, in accordance with the APA’s, T&L Creative Salads, Inc. and Olive Branch LLC were acquired by a newly-formed wholly-owned subsidiary of the Company, T&L Acquisition Corp, a Nevada corporation. As a result of the Merger, T&L Creative Salads, Inc. and Olive Branch LLC became wholly-owned subsidiaries of the Company.

The purpose of this amended filing is to enclose the audited financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the years ended December 31, 2020 and 2019, the unaudited financial statements for T&L Creative Salads, Inc. and Olive Branch LLC for the periods ended September 30, 2021 and 2020, and pro forma financial statements, as required.

Exhibits

99.1	Audited<br> financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the years ended December 31, 2020 and 2019
99.2	Unaudited<br> financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the nine months ended September 30, 2021 and 2020
99.3	Unaudited<br> pro forma condensed combined financial statements of T&L Creative Salads, Inc. and Olive Branch LLC and MamaMancini’s Holdings,<br> Inc. as of October 31, 2021 and January 31, 2021
104	Cover<br> Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MamaMancini’s<br> Holdings, Inc.
	a Nevada corporation
Date:<br> March 14, 2022	By:	/s/ Carl Wolf
		Carl<br> Wolf
		Chief<br> Executive Officer (Principal Executive Officer)

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EXHIBIT99.1

T& L CREATIVE SALADS, INC.

FINANCIALREPORT

DECEMBER31, 2020

WITHINDEPENDENT AUDITORS’ REPORT

T& L CREATIVE SALADS, INC.

FORTHE YEAR ENDED DECEMBER 31, 2020

CO N T E N T S

	Page
INDEPENDENT AUDITORS’ REPORT	1-2
FINANCIAL<br> STATEMENTS:
Balance Sheet	3
Statement of Income and Retained Earnings	4
Statement of Cash Flows	5
Notes to Financial Statements	6<br> - 11
SUPPLEMENTARY<br> INFORMATION TO FINANCIAL STATEMENTS:
Independent Auditors’ Report on Supplementary Information	12
Schedule of Cost of Goods Sold	13
Schedule of Operating Expenses	14

DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT

Board of Directors

T & L Creative Salads, Inc.

148 Allen Boulevard

Farmingdale, NY 11735

Report on the Financial Statements

We have audited the accompanying balance sheet of T & L Creative Salads, Inc., as of December 31, 2020, and the related statement of income and retained earnings and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com.. www.devitocpa.com

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DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T & L Creative Salads, Inc. as of December 31, 2020, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

DeVito & Co., LLC

Florham Park, NJ

March 7, 2022

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T&LCREATIVE SALADS INC.

BALANCESHEET - DECEMBER 31, 2020

ASSETS
CURRENT<br> ASSETS:
Cash<br> and Cash Equivalents	1,026,091
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts of $150,000	1,347,548
Inventory	776,932
Total<br> Current Assets		3,150,571
PROPERTY<br> AND EQUIPMENT:
Machinery<br> and Equipment	3,723,943
Leasehold<br> Improvements	1,668,962
Total	5,392,905
Less: Accumulated Depreciation	2,813,889	2,579,016
OTHER ASSETS
Related<br> Party Loans	916,527
Other<br> Assets	12,863	929,390
TOTAL<br> ASSETS		6,658,977
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
CURRENT<br> LIABILITIES:
Current<br> Portion of Long Term Debt	336,138
Accounts<br> Payable and Accrued Expenses	515,788
Total<br> Current Liabilities		851,926
LONG<br> TERM DEBT - Net of Current Portion		2,106,344
COMMITMENTS<br> AND CONTIGENCIES
STOCKHOLDERS’<br> EQUITY
Common<br> Stock - No Par Value, 200 Shares Authorized, 30 Shares Issued and Outstanding	3,000
Retained<br> Earnings	3,697,707
TOTAL<br> STOCKHOLDERS’ EQUITY		3,700,707
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY		6,658,977

See notes to financial statements.

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T&LCREATIVE SALADS, INC.

STATEMENTOF INCOME AND RETAINED

EARNINGSFOR THE YEAR ENDED

DECEMBER31, 2020

NET<br> SALES	18,963,494
COST<br> OF GOODS SOLD	16,619,835
GROSS PROFIT	2,343,659
OPERATING<br> EXPENSES	1,780,909
INCOME<br> FROM OPERATIONS	562,750
INTEREST<br> EXPENSE	89,023
NET INCOME<br> BEFORE TAXES	473,727
STATE<br> AND CITY TAXES	30,561
NET INCOME	443,166
RETAINED<br> EARNINGS - Beginning	3,356,039
LESS:<br> DIVIDEND	(101,498	)
RETAINED<br> EARNINGS - Ending	3,697,707

See notes to financial statements.

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T&LCREATIVE SALADS, INC.

STATEMENTOF CASH FLOWS

FORTHE YEAR ENDED DECEMBER 31, 2020

CASH FLOWS FROM OPERATING<br> ACTIVITIES:
Net<br> Income			443,166
Adjustments<br> to Reconcile Net Income to Net Cash
Provided<br> by Operating Activities:
Depreciation<br> and Amortization	447,002
Bad Debt	25,000
Net Change<br> in Operating Assets and Liabilities:
Accounts<br> Receivable	727,646
Inventory	(67,239	)
Accounts<br> Payable and Accrued Expenses	(735,171	)
Net Cash<br> Provided by Operating Activities			397,238
CASH FLOWS<br> FROM INVESTING ACTIVITIES:
Purchases<br> of Property and Equipment	(63,333	)
Advances<br> of Related Party Loans	(100,076	)
Dividend	(101,498	)
Net<br> Cash Used by Investing Activities			(264,907	)
CASH FLOWS<br> FROM FINANCING ACTIVITIES:
Advances<br> of Long Term Debt - PPP Loan	796,042
Payment<br> of Long Term Debt	(417,613	)
Net<br> Cash Provided by Financing			378,429
NET INCREASE<br> IN CASH AND CASH EQUIVALENTS			953,926
CASH<br> AND CASH EQUIVALENTS - Beginning			72,165
CASH<br> AND CASH EQUIVALENTS - Ending			1,026,091

See notes to financial statements.

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations:

T & L Creative Salad, Inc. (“T&L”) was organized under the laws of the State of New York on March 2, 1988 and has elected to be taxed as a S Corporation on January 1, 2001. The company has a year-ended December 31.

T&L is a premier gourmet food manufacturer and distributor. The company manufactures a full line of foods for retail food chains and mass market club stores, delis, bagel stores, caterers and distributors. T&L uses high-quality meats, seafood and vegetables, prepared to meet the standards set forth by the USDA and the FDA. T&L actively sells its salads and prepared products to over 250 delis, bagel shops, smaller retail accounts and food distributors in the New York metropolitan area, representing over 35% of T&L’s current sales volume.

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates and assumptions impact, among others, an allowance for doubtful accounts, inventory obsolescence, and other unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Cash and Cash Equivalents:

T&L considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Risks and Uncertainties:

T&L operates in an industry that is subject to intense competition and change in consumer demand. T&L’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. T&L 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 T&L competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with T&L’s distribution of the product. These factors, among others, make it difficult to project T&L’s operating results on a consistent basis.

T&L maintains cash balances at various financial institutions, in which deposits are insured by a federal agency up to $250,000. At various times, cash balances at these institutions may exceed the insurance limits.

Accounts Receivable:

Trade accounts receivable are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances which are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. As of December 31, 2020 the Company had a Allowance for Doubtful Accounts of $150,000.

Inventory:

Inventory is stated at the lower of cost, or market, as determined by the first-in, first-out method (FIFO) valuation method. Inventories on December 31, 2020, consist of Raw Material, Work in Process and Finished Goods.

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Income Taxes:

T&L is treated as a S Corporation for federal and state income tax purposes. Consequently, T&L does not pay federal and state income taxes, but does pay city taxes. Instead, the stockholders’ include T&L’s taxable net income or loss on their personal tax returns.

T&L adopted the income tax standard for uncertain tax positions. As a result of the implementation, T&L has evaluated its tax position and determined it has no uncertain tax positions as of December 31, 2020. T&L classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

T&L’s federal income tax returns for 2018, 2019 and 2020 are subject to examination by the IRS and other state taxing authorities for three years after they were filed.

Revenue Recognition Policy:

T&L derives its revenues primarily from the sale of finished products to supermarkets and mass-market club stores, delis, bagel stores, caterers and distributors, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, revenue recognition occurs when the goods are transferred to its customers. T&L reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue guidance, T&L elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Incidental items that are immaterial in the context of the contract are recognized as expense.

T&L 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. T&L derives these estimates principally on historical utilization and redemption rates. T&L does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

RevenueRecognition Policy: - (continued)

Payment terms in T & L’s invoices are based on the billing schedule established in contracts and purchase orders with customers. T & L recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, promotions and allowances are accounted for as a direct reduction of revenues.

T&L does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract will be expensed as incurred when the amortization period is less than a year.

Variable Consideration:

The nature of T & L’s business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns or price concessions.

Variable consideration is estimated at the most likely amount that is expected to be earned. Estimated amounts are included in the transaction price to the extent it is probable that the significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved. Estimates of variable consideration are estimated based upon historical experience and known trends.

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:

Advertising costs are charged to operations when incurred. Advertising expense for the period ended December 31, 2020 was approximately $11,000.

Subsequent Events:

Management has evaluated subsequent events and transactions through March 7, 2022, the date the financial statements were available to be issued, 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.

The company’s assets were sold in December 2021.

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to stockholders.

T&L conducts business as a contract packager and manufacturer for a related company. Related company sales and accounts receivable for December 31, 2020, was $607,647 and $32,907, respectfully.

T&L leases its facility from related parties on a month-to-month basis. Lease expense for the year ended December 31, 2020, was $114,824. It also shares office and warehouse space with a related company.

NOTE 3 - LONG-TERM DEBT:

Long-term debt consists of<br> the following:
Notes Payable<br> Installment Agreements – Payable in monthly installments in the aggregate of approximately 35,000 that include interest ranging<br> from 4.5% to 5.0%, maturing through February 2025.	1,646,440
Note Payable SBA PPP
Unsecured<br> Interest payable at 1.00%, maturing May 2022.	796,042
	2,442,482
Less:<br> Current Portion	336,138
TOTAL<br> LONG-TERM DEBT	2,106,344

All values are in US Dollars.

These loans are secured by the Stockholders personal guarantees, a UCC-1 Blanket on all company assets and a 2^nd^ mortgage on real property.

Future maturities of long-term debt are as follows:

Year Ending<br> <br>December 31,
2021		336,138
2022		1,138,938
2023		358,648
2024		375,125
2025		233,633
Thereafter	$	2,442,482

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T&LCREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE 4 - COMMITMENTS AND CONTINGENCIES:

Litigation, 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.

T&L has operating truck and automobile leases with monthly aggregate payments of $9,559 plus fuel, maintenance and excess mileage fees which expires in October 2022 and April 2023.

Aggregate minimum annual lease payments are as follows:

Year Ending<br> <br>December 31,
2021		114,704
2022		114,704
2023		38,235
	$	267,643

Lease expenses was approximately $115,000 for the year ended December 31, 2020 and is reported with the Other Factory Overhead in these financial statements.

NOTE 4 - COMMITMENTS AND CONTINGENCIES:

T&L is obligated to pay a consulting fee, the sum of $2,250 weekly to the founder and former stockholder, commencing July 23, 2018 and for each week thereafter for the remainder of the founders’ life. The consulting payments terminate in full upon the death of the founder. Due to the sale of T&L’s assets in December 2021 a final lump sum of approximately $1.4 million dollars was paid as full consideration of any remaining consulting obligation.

NOTE 5 - CONCENTRATIONS OF BUSINESS RISK:

T&L has major customers that aggregated approximately 59% of total revenue and 80% of total accounts receivable as of December 31, 2020.

NOTE 6 - RETIREMENT PLAN:

T&L sponsors a 401(k) and profit-sharing plan which covers all employees who meet certain age and eligibility requirements. The Company does not match contributions but may make a discretionary contribution. No discretionary contributions were made for the year ended December 31, 2020.

NOTE 6 – OTHER MATTERS:

Covid

19 Pandemic:

As a means of aiding businesses hurt by the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law in March 2020 in response to the coronavirus emergency. The CARES Act provided a variety of payroll tax relief options to employers as an incentive to retain employees during the coronavirus emergency. These funds are being administered as loans and are backed by the Small Business Administration through the Paycheck Protection Program (PPP). These loans are eligible for forgiveness if certain payroll, rent and other facility expenses are met over an 8- or 24-week period after the loan is received. The Company received a Paycheck Protection Program Loan on May 6, 2020, for $796,042. On June 11, 2021, the Company received forgiveness of the loan, with accrued interest, therefore the loan will be included as income on the financial statements as PPP Loan Forgiveness for the year ended December 31, 2021.

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DeVito & Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

T & L Creative Salads, Inc.

148 Allen Boulevard

Farmingdale, NY 11735

We have audited the financial statements of T & L Creative Salads, Inc. as of and for the year ended December 31, 2020, and our report thereon dated March 7, 2022, which expressed an unmodified opinion on those financial statements, appears on pages 1 through 2. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of costs of goods sold and operating expenses, which is the responsibility of management, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the financial statements and, accordingly, we do not express an opinion or provide any assurance on it.

DeVito & Co., LLC

Florham Park, NJ

March 7, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com.. www.devitocpa.com

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T& L CREATIVE SALADS, INC

SCHEDULEOF COST OF GOODS SOLD

FORTHE YEAR ENDED DECEMBER 31, 2020

INVENTORY<br> - Beginning	709,693
Purchases	10,945,179
Cost of Labor	2,631,708
Depreciation	447,002
Other<br> Factory Overhead	2,663,185
Total<br> Cost of Goods Available for Sale	17,396,767
Less:<br> INVENTORY - Ending	776,932
TOTAL<br> COST OF SALES	16,619,835

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T& L CREATIVE SALADS, INC.

SCHEDULEOF OPERATING EXPENSES

FORTHE YEAR ENDED DECEMBER 31, 2020

Payroll	772,740
Payroll Taxes	64,170
Selling	343,781
Legal and Pofessional	273,045
Insurance	213,051
Telephone	18,547
Computer and Internet	58,939
Office	32,649
Miscellaneous	3,987
TOTAL<br> OPERATING EXPENSES		1,780,909

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OLIVEBRANCH FOODS, LLC.

FINANCIALREPORT

DECEMBER31, 2020

WITHINDEPENDENT AUDITORS’ REPORT

OLIVEBRANCH FOODS, LLC.

FORTHE YEAR ENDED DECEMBER 31, 2020

CO N T E N T S

	Page
INDEPENDENT AUDITORS’ REPORT	1-2
FINANCIAL<br> STATEMENTS:
Balance Sheet	3
Statement of Income and Members’ Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6-9
SUPPLEMENTARY<br> INFORMATION TO FINANCIAL STATEMENTS:
Independent Auditors’ Report on Supplementary Information	10
Schedule of Cost of Goods Sold	11
Schedule of Operating Expenses	12

DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT

Board of Directors

Olive Branch Foods,

LLC 148 Allen Boulevard

Farmingdale, NY 11735

Report on the Financial Statements

We have audited the accompanying balance sheet of Olive Branch Foods, LLC as of December 31, 2020, and the related statement of income and members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Auditors’ Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com.. www.devitocpa.com

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DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Olive Branch Foods, LLC as of December 31, 2020, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

DeVito & Co., LLC

Florham Park, NJ

March 7, 2022

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OLIVEBRANCH FOODS LLC

BALANCESHEET - DECEMBER 31, 2020

ASSETS
CURRENT<br> ASSETS:
Cash and<br> Cash Equivalents	67,587
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts of $5,000	366,540
Inventory	193,757
Total<br> Current Assets		627,884
PROPERTY<br> AND EQUIPMENT:
Machinery<br> and Equipment	68,415
Less:<br> Accumulated Depreciation	68,415	-
OTHER ASSETS:
Related<br> Party Loans		185,717
TOTAL<br> ASSETS		813,601
LIABILITIES<br> AND MEMBERS’ EQUITY
CURRENT<br> LIABILITIES:
Accounts<br> Payable and Accrued Expenses	569,585
Total<br> Current Liabilities		569,585
COMMITMENTS<br> AND CONTIGENCIES
MEMBERS’<br> EQUITY		244,016
TOTAL<br> LIABILITIES AND MEMBERS’ EQUITY		813,601

See notes to financial statements.

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OLIVEBRANCH FOODS, LLC

STATEMENTOF INCOME AND MEMBERS’ EQUITY

FORTHE YEAR ENDED DECEMBER 31, 2020

NET<br> SALES	3,322,141
COST<br> OF GOODS SOLD	2,973,323
GROSS PROFIT	348,818
OPERATING<br> EXPENSES	81,473
NET INCOME	267,345
MEMBERS’<br> DEFICIT - Beginning	(23,329	)
MEMBERS’<br> EQUITY - Ending	244,016

See notes to financial statement.

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OLIVEBRANCH FOODS, LLC

STATEMENTOF CASH FLOWS

FORTHE YEAR ENDED DECEMBER 31, 2020

CASH FLOWS<br> FROM OPERATING ACTIVITIES:
Net<br> Income			267,344
Adjustments<br> to Reconcile Net Income to Net Cash
Provided<br> by Operating Activities:
Depreciation	20,830
Net Change<br> in Operating Assets and Liabilities:
Accounts<br> Receivable	(125,336	)
Inventory	(88,223	)
Accounts<br> Payable and Accrued Expenses	11,300		(181,429	)
Net<br> Cash Provided by Operating Activities			85,915
CASH FLOWS<br> FROM INVESTING ACTIVITIES:
Purchases<br> of Property and Equipment	(20,830	)
Advances<br> to Affiliates	(2,831	)
Security<br> Deposit	5,000
Net<br> Cash Used by Investing Activities			(18,661	)
NET INCREASE<br> IN CASH AND CASH EQUIVALENTS			67,254
CASH<br> AND CASH EQUIVALENTS - Beginning			333
CASH<br> AND CASH EQUIVALENTS - Ending			67,587

See notes to financial statements.

| 5 |

| --- |

OLIVE BRANCH FOODS, LLC. NOTES

TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations:

Olive Branch Foods, LLC (“OBF”) was organized under the laws of the State of New York on June 1, 2015 as a Limited Liability Company.

OBF is a distributor in the New York metropolitan area of olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers.

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

The process of preparing financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions regarding certain types of assets, liabilities, revenues, and expenses. Such estimates primarily relate to unsettled transactions and events as of the date of the financial statements. Accordingly, upon settlement, actual results may differ from estimated amounts.

Cash and Cash Equivalents:

OBF considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

Risks and Uncertainties:

OBF operates in an industry that is subject to intense competition and change in consumer demand. OBF’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. OBF 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 OBF competes, including a potential general downturn in the economy, and (iii) the volatility of prices pertaining to food and beverages in connection with OBF’s distribution of the product. These factors, among others, make it difficult to project OBF’s operating results on a consistent basis.

| 6 |

| --- |

OLIVE BRANCH FOODS, LLC. NOTES

TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

OBF maintains cash balances at various financial institutions, in which deposits are insured by a federal agency up to $250,000. At various times, cash balances at these institutions may exceed the insurance limits.

Accounts Receivable:

Inventory:

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

Income Taxes:

OBF is treated as a Partnership for federal and state income tax purposes. Consequently, OBF does not pay federal and state income taxes. Instead, the stockholders’ include OBF’s taxable net income or loss on their personal tax returns.

OBF adopted the income tax standard for uncertain tax positions. As a result of the implementation, T & L has evaluated its tax position and determined it has no uncertain tax positions as of December 31, 2020. OBF classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

OBF’s federal income tax return for 2018, 2019 and 2020 are subject to examination by the IRS and other state taxing authorities, generally for three years after it was filed.

| 7 |

| --- |

OLIVE BRANCH FOODS, LLC. NOTES

TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Revenue Recognition:

OBF derives its revenues primarily from the sale of finished products to supermarkets and mass-market club stores, delis, bagel stores, caterers and distributors, contain a single performance obligation and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, revenue recognition occurs when the goods are transferred to its customers. OBF reports all amounts billed to a customer in a sale transaction as revenue. Under the new revenue guidance, OBF elected to treat shipping and handling activities as fulfillment activities, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Incidental items that are immaterial in the context of the contract are recognized as expense.

OBF 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. OBF derives these estimates principally on historical utilization and redemption rates. OBF does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the OBF’s invoices are based on the billing schedule established in contracts and purchase orders with customers. OBF recognizes the related trade receivable when the goods are shipped. Expenses such as slotting fees, sales discounts, promotions and allowances are accounted for as a direct reduction of revenues.

OBF does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract will be expensed as incurred when the amortization period is less than a year.

Variable Consideration:

The nature of the OBF’s business gives rise to variable consideration, including rebates, allowances, and returns that generally decrease the transaction price which reduces revenue. These variable amounts are generally credited to the customer, based on achieving certain levels of sales activity, product returns or price concessions.

| 8 |

| --- |

OLIVE BRANCH FOODS, LLC. NOTES

TO FINANCIAL STATEMENTS

DECEMBER 31, 2020

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

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:

Advertising costs are charged to operations when incurred. Advertising expense for the period ended December 31, 2020 was approximately $1,000.

Subsequent Events:

The company’s assets were sold in December 2021.

NOTE 2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to members.

OBF conducts business with a contract packager and manufacturer which is a related company. Related company purchases and accounts payable for December 31, 2020, was $607,647 and $32,907, respectfully.

OBF has no operating building lease but shares office and warehouse space with a related company.

NOTE 3 - COMMITMENTS AND CONTINGENCIES:

NOTE4 - CONCENTRATIONS OF BUSINESS RISK:

The company had major customers for the period ended December 31, 2020, that aggregated approximately 90% of its revenue. Accounts receivable due from these major customers was approximately 90% of the company’s total accounts receivable as of December 31, 2020.

| 9 |

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DeVito & Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

Olive Branch Foods, LLC

148 Allen Boulevard

Farmingdale, NY 11735

We have audited the financial statements of Olive Branch Foods, LLC as of and for the year ended December 31, 2020, and our report thereon dated March 7, 2022, which expressed an unmodified opinion on those financial statements, appears on pages 1 through 2. Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of costs of goods sold and operating expenses, which is the responsibility of management, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the financial statements and, accordingly, we do not express an opinion or provide any assurance on it.

DeVito<br> & Co., LLC
Florham<br> Park, NJ
March<br> 7, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 10 |

| --- |

OLIVEBRANCH FOODS, LLC

SCHEDULEOF COST OF GOODS SOLD

FORTHE YEAR ENDED DECEMBER 31, 2020

INVENTORY<br> - Beginning	105,534
Purchases	1,954,281
Depreciation	20,830
Contract<br> Packaging	616,155
Other<br> Costs - Overhead	470,280
Total Cost of Goods Available for Sale	3,167,080
Less:<br> INVENTORY - Ending	193,757
TOTAL COST OF GOODS SOLD	2,973,323

| 11 |

| --- |

OLIVEBRANCH FOODS, LLC

SCHEDULEOF OPERATING EXPENSES

FORTHE YEAR ENDED DECEMBER 31, 2020

Selling	61,020
Insurance	9,325
Filing<br> Fees	1,650
Office	3,855
Miscellaneous	5,623
TOTAL OPERATING EXPENSES	81,473

| 12 |

| --- |

T& L CREATIVE SALADS, INC.

FINANCIALREPORT

DECEMBER31, 2019

WITHINDEPENDENT AUDITORS’ REPORT

T& L SALADS, INC.

FORTHE YEAR ENDED DECEMBER 31, 2019

CO N T E N T S

	Page
INDEPENDENT AUDITORS’ REPORT	1-2
FINANCIAL<br> STATEMENTS:
Balance Sheet	3
Statement of Income and Retained Earnings	4
Statement of Cash Flows	5
Notes to Financial Statements	6<br> - 12
SUPPLEMENTARY<br> INFORMATION TO FINANCIAL STATEMENTS:
Independent Auditors’ Report on Supplementary Information	13
Schedule of Cost of Goods Sold	14
Schedule of Operating Expenses	15

DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT

Board of Directors

T & L Creative Salads, Inc.

148 Allen Boulevard

Farmingdale, NY 11735

Report on the Financial Statements

We have audited the accompanying balance sheet of T & L Creative Salads, Inc., as of December 31, 2019, and the related statement of income and retained earnings and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Auditors’ Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 1 |

| --- |

DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of T & L Creative Salads, Inc. as of December 31, 2019, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

DeVito<br> & Co., LLC
Florham<br> Park, NJ
March<br> 4, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 2 |

| --- |

T&LCREATIVE SALADS, INC.

BALANCESHEET - DECEMBER 31, 2019

ASSETS
CURRENT<br> ASSETS:
Cash<br> and Cash Equivalents	72,165
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts of $150,000	2,100,194
Inventory	709,693
Total<br> Current Assets		2,882,052
PROPERTY<br> AND EQUIPMENT:
Machinery<br> and Equipment	3,660,610
Leasehold<br> Improvements	1,668,962
Total	5,329,572
Less: Accumulated Depreciation	2,368,303	2,961,269
OTHER ASSETS
Related<br> Party Loans	816,451
Other<br> Assets	14,279	830,730
TOTAL<br> ASSETS		6,674,051
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
CURRENT<br> LIABILITIES:
Current<br> Portion of Long Term Debt	488,436
Accounts<br> Payable and Accrued Expenses	1,250,959
Total<br> Current Liabilities		1,739,395
LONG TERM DEBT - Net of Current Portion		1,575,617
COMMITMENTS<br> AND CONTIGENCIES
STOCKHOLDERS’<br> EQUITY
Common<br> Stock - No Par Value, 200 Shares Authorized, 30 Shares Issued and Outstanding	3,000
Retained<br> Earnings	3,356,039
TOTAL<br> STOCKHOLDERS’ EQUITY		3,359,039
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY		6,674,051

See notes to financial statements.

| 3 |

| --- |

T&LCREATIVE SALADS, INC.

STATEMENTOF INCOME AND RETAINED

EARNINGSFOR THE YEAR ENDED

DECEMBER31, 2019

NET<br> SALES	16,991,391
COST<br> OF GOODS SOLD	14,918,823
GROSS<br> PROFIT	2,072,568
OPERATING<br> EXPENSES	1,586,508
INCOME<br> FROM OPERATIONS	486,060
INTEREST<br> EXPENSE	102,622
NET<br> INCOME BEFORE TAXES	383,438
STATE<br> AND CITY TAXES	15,790
NET<br> INCOME	367,648
RETAINED EARNINGS - Beginning	3,039,085
LESS:<br> DIVIDEND	(50,694	)
RETAINED EARNINGS - Ending	3,356,039

See notes to financial statements.

| 4 |

| --- |

T&LSALADS, INC.

STATEMENTOF CASH FLOWS

FORTHE YEAR ENDED DECEMBER 31, 2019

CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> Income			367,648
Adjustments<br> to Reconcile Net Income to Net Cash
Used<br> by Operating Activities:
Depreciation<br> and Amortization	496,340
Bad<br> Debt	25,000
Net<br> Change in Operating Assets and Liabilities:
Accounts<br> Receivable	(1,273,775	)
Inventory	(209,693	)
Accounts<br> Payable and Accrued Expenses	550,068
Net<br> Cash Used by Operating Activities			(412,060	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Purchases<br> of Property and Equipment	(142,832	)
Dividend	(50,694	)
Net<br> Cash Used by Investing Activities			(193,526	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances<br> of Note Payable - Bank	121,804
Repayment<br> of Related Party Loans	20,222
Net<br> Cash Provided by Financing			142,026
NET<br> DECREASE IN CASH AND CASH EQUIVALENTS			(95,912	)
CASH AND CASH EQUIVALENTS - Beginning			168,077
CASH AND CASH EQUIVALENTS - Ending			72,165

See notes to financial statements.

| 5 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations:

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

Cash and Cash Equivalents:

T&L considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

| 6 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Risks and Uncertainties:

Accounts Receivable:

Trade accounts receivable are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances which are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. As of December 31, 2019 the Company had a Allowance for Doubtful Accounts of $150,000.

Inventory:

Inventory is stated at the lower of cost, or market, as determined by the first-in, first-out method (FIFO) valuation method. Inventories on December 31, 2019, consist of Raw Material, Work in Process and Finished Goods.

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

| 7 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Income Taxes:

T&L adopted the income tax standard for uncertain tax positions. As a result of the implementation, T&L has evaluated its tax position and determined it has no uncertain tax positions as of December 31, 2019. T&L classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

T&L’s federal income tax returns for 2017, 2018 and 2019 are subject to examination by the IRS and other state taxing authorities for three years after they were filed.

Revenue Recognition Policy:

| 8 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

RevenueRecognition Policy: - (continued)

Variable Consideration:

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:

Advertising costs are charged to operations when incurred. Advertising expense for the period ended December 31, 2019 was approximately $7,600.

| 9 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Subsequent Events:

Management has evaluated subsequent events and transactions through March 4, 2022, the date the financial statements were available to be issued, 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.

The company’s assets were sold in December 2021.

NOTE 2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to stockholders.

T&L conducts business as a contract packager and manufacturer for a related company. Related company sales and accounts receivable for December 31, 2019, was $388,000 and $200,833, respectfully.

T&L leases its facility from related parties on a month-to-month basis. Lease expense for the year ended December 31, 2019, was $114,824.

NOTE 3 - LONG-TERM DEBT:

Long-term<br> debt consists of the following:
Notes<br> Payable Installment Agreements – Payable in monthly installments in the aggregate of approximately 35,000 that include interest<br> ranging from 4.5% to 5.0%, maturing through February 2025.	1,889,053
Note<br> Payable Bank - Line of Credit
Interest<br> payable at 5.00%, maturing 2025	175,000	-
	2,064,053
Less:<br> Current Portion	488,436
TOTAL<br> LONG-TERM DEBT	1,575,617

All values are in US Dollars.

| 10 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE3 - LONG-TERM DEBT: (continued)

These loans are secured by the Stockholders personal guarantees, a UCC-1 Blanket on all company assets and a 2^nd^ mortgage on real property.

Future maturities of long-term debt are as follows:

Year Ending December 31,
2020		488,436
2021		327,835
2022		342,896
2023		358,648
2024		375,125
2025		171,113
Thereafter	$	2,064,053

NOTE 4 - COMMITMENTS AND CONTINGENCIES:

T&L has operating truck and automobile leases with monthly aggregate payments of $9,559 plus fuel, maintenance and excess mileage fees which expires in October 2022 and April 2023.

Aggregate minimum annual lease payments are as follows:

Year Ending<br> <br>December 31,
2020		114,704
2021		114,704
2022		114,704
2023		38,235
	$	382,347

Lease expenses was approximately $115,000 for the year ended December 31, 2019 and is reported with the Other Factory Overhead in these financial statements.

| 11 |

| --- |

T& L CREATIVE SALADS, INC.

NOTESTO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 4 - COMMITMENTS AND CONTINGENCIES: (Continued)

NOTE 5 - CONCENTRATIONS OF BUSINESS RISK:

T&L has major customers that aggregated approximately 59% of total revenue and 80% of total accounts receivable as of December 31, 2019.

NOTE 6 - RETIREMENT PLAN:

| 12 |

| --- |

DeVito & Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

T & L Creative Salads, Inc.

148 Allen Boulevard

Farmingdale, NY 11735

We have audited the financial statements of T & L Creative Salads, Inc. as of and for the year ended December 31, 2019, and our report thereon dated March 4, 2022, which expressed an unmodified opinion on those financial statements, appears on pages 1 through 2. Our audit was conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of costs of goods sold and operating expenses, which is the responsibility of management, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the financial statements and, accordingly, we do not express an opinion or provide any assurance on it.

DeVito & Co., LLC
Florham<br> Park, NJ
March<br> 4, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 13 |

| --- |

T& L CREATIVE SALADS, INC

SCHEDULEOF COST OF GOODS SOLD

FORTHE YEAR ENDED DECEMBER 31, 2019

INVENTORY<br> - Beginning	500,000
Purchases	10,065,387
Cost<br> of Labor	2,052,029
Depreciation	496,340
Other<br> Factory Overhead	2,514,760
Total<br> Cost of Goods Available for Sale	15,628,516
Less:<br> INVENTORY - Ending	709,693
TOTAL<br> COST OF SALES	14,918,823

| 14 |

| --- |

T& L CREATIVE SALADS, INC. SCHEDULE OF OPERATING EXPENSES

FORTHE YEAR ENDED DECEMBER 31, 2019

Payroll	612,789
Payroll<br> Taxes	76,958
Selling	364,323
Legal<br> and Pofessional	241,427
Insurance	212,151
Telephone	18,894
Computer<br> and Internet	10,124
Office	25,903
Miscellaneous	23,939
TOTAL<br> OPERATING EXPENSES		1,586,508

| 15 |

| --- |

OLIVEBRANCH FOODS, LLC.

FINANCIALREPORT

DECEMBER31, 2019

WITHINDEPENDENT AUDITORS’ REPORT

OLIVEBRANCH FOODS, LLC.

FORTHE YEAR ENDED DECEMBER 31, 2019

CO N T E N T S

	Page
INDEPENDENT AUDITORS’ REPORT	1-2
FINANCIAL<br> STATEMENTS:
Balance Sheet	3
Statement of Operations and Members’ Deficit	4
Statement of Cash Flows	5
Notes to Financial Statements	6-9
SUPPLEMENTARY<br> INFORMATION TO FINANCIAL STATEMENTS:
Independent Auditors’ Report on Supplementary Information	10
Schedule of Cost of Goods Sold	11
Schedule of Operating Expenses	12

DeVito& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT

Board of Directors

Olive Branch Foods, LLC 148 Allen Boulevard

Farmingdale, NY 11735

Report on the Financial Statements

We have audited the accompanying balance sheet of Olive Branch Foods, LLC as of December 31, 2019, and the related statement of operations and members’ deficit and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Auditors’ Responsibility

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 1 |

| --- |

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Olive Branch Foods, LLC as of December 31, 2019, and the results of its operations and cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

DeVito & Co., LLC

Florham Park, NJ

March 4, 2022

| 2 |

| --- |

OLIVEBRANCH FOODS LLC

BALANCESHEET - DECEMBER 31, 2019

ASSETS
CURRENT<br> ASSETS:
Cash<br> and Cash Equivalents	333
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts of $5,000	241,204
Inventory	105,534
Total<br> Current Assets		347,071
PROPERTY<br> AND EQUIPMENT:
Machinery<br> and Equipment	47,584
Less:<br> Accumulated Depreciation	47,584	-
OTHER<br> ASSETS:
Related<br> Party Loans	182,886
Security<br> Deposit	5,000	187,886
TOTAL<br> ASSETS		534,957
LIABILITIES<br> AND MEMBERS’ DEFICIT
CURRENT<br> LIABILITIES:
Accounts<br> Payable and Accrued Expenses	558,286
Total<br> Current Liabilities		558,286
COMMITMENTS<br> AND CONTIGENCIES
MEMBERS’<br> DEFICIT		(23,329	)
TOTAL<br> LIABILITIES AND MEMBERS’ DEFICIT		534,957

See notes to financial statement.

| 3 |

| --- |

OLIVEBRANCH FOODS, LLC

STATEMENTOF OPERATIONS AND MEMBERS’ DEFICIT

FORTHE YEAR ENDED DECEMBER 31, 2019

NET<br> SALES	1,104,966
COST<br> OF GOODS SOLD	1,347,387
GROSS<br> LOSS	(242,421	)
OPERATING<br> EXPENSES	98,076
NET<br> LOSS FROM OPERATIONS	(340,497	)
MEMBERS’<br> EQUITY - Beginning	317,168
MEMBERS’<br> DEFICIT - Ending	(23,329	)

See notes to financial statement.

| 4 |

| --- |

OLIVEBRANCH FOODS, LLC

STATEMENTOF CASH FLOWS

FORTHE YEAR ENDED DECEMBER 31, 2019

CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> Loss from Operations			(340,497	)
Adjustments<br> to Reconcile Net Loss to Net Cash
Provided<br> by Operating Activities:
Depreciation	29,159
Bad<br> Debt Allowance	5,000
Net<br> Change in Operating Assets and Liabilities:
Accounts<br> Receivable	4,166
Inventory	20,433
Accounts<br> Payable and Accrued Expenses	314,514		373,272
Net<br> Cash Provided by Operating Activities			32,775
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases<br> of Property and Equipment	(29,159	)
Advances<br> to Affiliates	(25,549	)
Net<br> Cash Used by Investing Activities			(54,708	)
NET<br> DECREASE IN CASH AND CASH EQUIVALENTS			(21,933	)
CASH AND CASH EQUIVALENTS - Beginning			22,266
CASH AND CASH EQUIVALENTS – Ending			333

See notes to financial statements.

| 5 |

| --- |

OLIVE BRANCH FOODS, LLC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2019

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations:

Olive Branch Foods, LLC. (“OBF”) was organized under the laws of the State of New York on June 1, 2015 as a Limited Liability Company.

OBF is a distributor in the New York metropolitan area of olives, olive mixes, and savory products to a limited number of large retail customers, primarily in pre-packaged containers.

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

Cash and Cash Equivalents:

OBF considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

Risks and Uncertainties:

| 6 |

| --- |

OLIVE BRANCH FOODS, LLC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Accounts Receivable:

Inventory:

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

Income Taxes:

OBF adopted the income tax standard for uncertain tax positions. As a result of the implementation, T & L has evaluated its tax position and determined it has no uncertain tax positions as of December 31, 2019. OBF classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

OBF’s federal income tax return for 2017, 2018 and 2019 are subject to examination by the IRS and other state taxing authorities, generally for three years after it was filed.

| 7 |

| --- |

OLIVE BRANCH FOODS, LLC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Revenue Recognition:

Variable Consideration:

| 8 |

| --- |

OLIVE BRANCH FOODS, LLC.

NOTES TO FINANCIAL STATEMENTS

DECEMBER31, 2019

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

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:

Advertising costs are charged to operations when incurred. Advertising expense for the period ended December 31, 2019 was approximately $1,565.

Subsequent Events:

The company’s assets were sold in December 2021.

NOTE 2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to members.

OBF conducts business with a contract packager and manufacturer which is a related company. Related company purchases and accounts payable for December 31, 2019, was $607,647 and $32,907, respectfully.

OBF has no operating facility lease, but shares office and warehouse space with a related company.

NOTE 3 - COMMITMENTS AND CONTINGENCIES:

NOTE4 - CONCENTRATIONS OF BUSINESS RISK:

The company had major customers for the period ended December 31, 2019, that aggregated approximately 90% of its revenue. Accounts receivable due from these major customers was approximately 90% of the company’s total accounts receivable as of December 31, 2019.

| 9 |

| --- |

DeVito & Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT AUDITORS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

Olive Branch Foods, LLC 148 Allen Boulevard

Farmingdale, NY 11735

We have audited the financial statements of Olive Branch Foods, LLC as of and for the year ended December 31, 2019, and our report thereon dated March 4, 2022, which expressed an unmodified opinion on those financial statements, appears on pages 1 through 2. Our audits were conducted for the purpose of forming an opinion on the financial statements as a whole. The schedules of costs of goods sold and operating expenses, which is the responsibility of management, is presented for purposes of additional analysis and is not a required part of the financial statements. Such information has not been subjected to the auditing procedures applied in the audits of the financial statements and, accordingly, we do not express an opinion or provide any assurance on it.

DeVito & Co., LLC

Florham Park, NJ

March 4, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com .. www.devitocpa.com

| 10 |

| --- |

OLIVEBRANCH FOODS, LLC

SCHEDULEOF COST OF GOODS SOLD

FORTHE YEAR ENDED DECEMBER 31, 2019

INVENTORY<br> - Beginning	125,967
Purchases	1,047,326
Depreciation	29,159
Other<br> Costs - Overhead	250,469
Total<br> Cost of Goods Available for Sale	1,452,921
Less:<br> INVENTORY - Ending	105,534
TOTAL<br> COST OF GOODS SOLD	1,347,387

See independent auditors’ report on supplementary information.

| 11 |

| --- |

OLIVEBRANCH FOODS, LLC

SCHEDULEOF OPERATING EXPENSES

FORTHE YEAR ENDED DECEMBER 31, 2019

Selling	65,397
Insurance	7,109
Filing<br> Fees	1,927
Bad<br> Debt	5,000
Office	5,957
Miscellaneous	12,686
TOTAL OPERATING EXPENSES	98,076

See independent auditors’ report on supplementary information.

| 12 |

| --- |

EXHIBIT99.2

T& L CREATIVE SALADS, INC.

FINANCIALREPORT

SEPTEMBER30, 2021

WITHINDEPENDENT ACCOUNTANTS’

REPORT

See independent auditors' report on supplementary information.

T& L CREATIVE SALADS, INC.

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

CONTENTS

	Page
INDEPENDENT ACCOUNTANTS’ REPORT	1
FINANCIAL STATEMENTS:
Balance<br> Sheet	2
Statement<br> of Income and Retained Earnings	3
Statement<br> of Cash Flows	4
Notes<br> to Financial Statements	5<br> - 11
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS:
Independent<br> Accountants’ Report on Supplementary Information	12
Schedule<br> of Cost of Goods Sold	13
Schedule<br> of Operating Expenses	14

See independent auditors' report on supplementary information.

DEVITO&Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENTACCOUNTANTS’ REVIEW REPORT

Board of Directors

T & L Creative Salads, Inc.

148 Allen Boulevard

Farmingdale, NY 11735

Reporton the Financial Statements

We have reviewed the accompanying financial statements of T&L Creative Salads, Inc., which comprise the balance sheet as of September 30, 2021, and the related statements of income and stockholders’ equity, and cash flows for the nine months then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements, as a whole. Accordingly, we do not express such an opinion.

Management’sResponsibility for the Financial Statements

Accountants’Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Accountants’Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements for them to be in accordance with accounting principles generally accepted in the United States of America.

DEVITO& Co., LLC

Florham Park, NJ

March 12, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com . www.devitocpa.com

| 1 |

| --- |

T& L CREATIVE SALADS, INC. BALANCE SHEET - SEPTEMBER 30, 2021

ASSETS
CURRENT ASSETS:
Cash<br> and Cash Equivalents	376,755
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts <br>of $150,000	1,631,440
Inventory	737,136
Total<br> Current Assets		2,745,331
PROPERTY<br> AND EQUIPMENT:
Machinery<br> and Equipment	3,747,940
Leasehold<br> Improvements	1,672,446
Total	5,420,386
Less:<br> Accumulated Depreciation	2,993,077	2,427,309
OTHER<br> ASSETS
Related<br> Party Loans	916,602
Other<br> Assets	12,154	928,756
TOTAL<br> ASSETS		6,101,396
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
CURRENT<br> LIABILITIES:
Current<br> Portion of Long Term Debt	307,900
Accounts<br> Payable and Accrued Expenses	942,046
Total<br> Current Liabilities		1,249,946
LONG<br> TERM DEBT - Net of Current Portion		1,083,337
COMMITMENTS<br> AND CONTIGENCIES
STOCKHOLDERS’<br> EQUITY
Common<br> Stock - No Par Value, 200 Shares <br>Authorized, 30 Shares Issued and Outstanding	3,000
Retained<br> Earnings	3,765,113
TOTAL<br> STOCKHOLDERS’ EQUITY		3,768,113
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY		6,101,396

See notes to financial statements.

| 2 |

| --- |

T& L CREATIVE SALADS, INC.

STATEMENTOF INCOME AND RETAINED EARNINGS

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30,

2021

NET<br> SALES			17,208,607
COST<br> OF GOODS SOLD			16,325,216
GROSS<br> PROFIT			883,391
OPERATING<br> EXPENSES			1,362,227
LOSS<br> FROM OPERATIONS			(478,836	)
OTHER<br> INCOME (EXPENSES):
PPP<br> LOAN FORGIVINESS	796,042
INTEREST<br> EXPENSE	(51,733	)
TOTAL<br> OTHER INCOME			744,309
NET<br> INCOME BEFORE TAXES			265,473
STATE<br> AND CITY TAXES			23,443
NET<br> INCOME			242,030
RETAINED<br> EARNINGS - Beginning			3,697,707
LESS:<br> DIVIDEND			(174,624	)
RETAINED<br> EARNINGS - Ending			3,765,113

See notes to financial statements.

| 3 |

| --- |

T& L CREATIVE SALADS,INC.

STATEMENTOF CASH FLOWS

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

CASH<br> FLOWS FROM OPERATING ACTIVITIES:
Net<br> Income			242,030
Adjustments<br> to Reconcile Net Income to Net Cash
Used<br> by Operating Activities:
Depreciation<br> and Amortization	179,897
Bad<br> Debt	25,000
PPP<br> Loan Forgiviness	(796,042	)
Net<br> Change in Operating Assets and Liabilities:
Accounts<br> Receivable	(308,892	)
Inventory	39,796
Accounts<br> Payable and Accrued Expenses	426,258
Net<br> Cash Used by Operating Activities			(433,983	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases<br> of Property and Equipment	(27,481	)
Advances<br> to Related Party Loans	(75	)
Dividend	(174,624	)
Net<br> Cash Used by Investing Activities			(202,180)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payment<br> of Long Term Debt	(255,203	)
Net<br> Cash Used by Financing			(255,203	)
NET<br> DECREASE IN CASH AND CASH EQUIVALENTS			(649,336	)
CASH AND CASH EQUIVALENTS- Beginning			1,026,091
CASH AND CASH EQUIVALENTS- Ending			376,755

See notes to financial statements.

| 4 |

| --- |

T & L CREATIVE SALADS, INC.

NOTES TO FINANCIAL

STATEMENTS SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Nature of Operations:

T & L Creative Salad, Inc. (‘T&L”) was organized under the laws of the State of New York on March 2, 1988 and has elected to be taxed as a S Corporation on January 1, 2001. The company has a year-ended December 31.

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

Cash and Cash Equivalents:

T&L considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

| 5 |

| --- |

T & L CREATIVE SALADS, INC.

NOTES TO FINANCIAL

STATEMENTS SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Risks and Uncertainties:

Accounts Receivable:

Trade accounts receivable are reported at the amount management expects to collect from outstanding balances. Differences between the amount due and the amount management expects to collect are reported in the results of operations of the year in which those differences are determined, with an offsetting entry to a valuation allowance for trade accounts receivable. Balances which are still outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. As of September 30, 2021 the Company had a Allowance for Doubtful Accounts of $150,000.

Inventory:

Inventory is stated at the lower of cost, or market, as determined by the first-in, first-out method (FIFO) valuation method. Inventories on September 30, 2021, consist of Raw Material, Work in Process and Finished Goods.

Property and Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

| 6 |

| --- |

T & L CREATIVE SALADS, INC.

NOTES TO FINANCIAL

STATEMENTS SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

IncomeTaxes:

T&L adopted the income tax standard for uncertain tax positions. As a result of the implementation, T&L has evaluated its tax position and determined it has no uncertain tax positions as of September 30, 2021. T&L classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

T&L’s federal income tax returns for 2018, 2019 and 2020 are subject to examination by the IRS and other state taxing authorities for three years after they were filed.

RevenueRecognition Policy:

| 7 |

| --- |

T & L CREATIVE SALADS, INC. NOTES TO FINANCIAL STATEMENTS SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

RevenueRecognition Policy: - (continued)

Variable Consideration:

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:

Advertising costs are charged to operations when incurred. Advertising expense for the period ended September 30, 2021 was approximately $15,000.

| 8 |

| --- |

T & L CREATIVE SALADS, INC.

NOTES TO FINANCIAL

STATEMENTS SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Subsequent Events:

Management has evaluated subsequent events and transactions through March 12, 2022, the date the financial statements were available to be issued, 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.

The company’s assets were sold in December 2021.

NOTE 2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to stockholders.

T&L conducts business as a contract packager and manufacturer for a related company. Related company sales and accounts receivable for September 30, 2021, was $279,290 and $-0-, respectfully.

T&L leases its facility from related parties on a month-to-month basis. Lease expense for the year ended September 30, 2021, was $132,225. It also shares office and warehouse space with a related company.

NOTE 3 - LONG-TERM DEBT:

Long-term<br> debt consists of the following:
Notes<br> Payable Installment Agreements - Payable in monthly installments in the aggregate of approximately 35,000 that include interest<br> ranging from 4.5% to 5.0%, maturing through February 2025.	1,391,237
Less:<br> Current Portion	307,900
TOTAL<br> LONG-TERM DEBT	1,083,337

All values are in US Dollars.

| 9 |

| --- |

T & L CREATIVE SALADS, INC.

NOTES TO FINANCIAL

STATEMENTS SEPTEMBER 30, 2021

NOTE3 - LONG-TERM DEBT: (continued)

These loans are secured by the Stockholders personal guarantees, a UCC-1 Blanket on all company assets and a 2nd mortgage on real property.

Future maturities of long-term debt are as follows:

Nine<br> Months Ending
September<br> 30,
2021	307,900
2022	312,979
2023	350,684
2024	419,674
	1<br> 391 237

NOTE 4 - COMMITMENTS AND CONTINGENCIES:

T&L has operating truck and automobile leases with monthly aggregate payments of $9,559 plus fuel, maintenance and excess mileage fees which expires in October 2022 and April 2023.

| 10 |

| --- |

Aggregate minimum annual lease payments are as follows:

Nine Months Ending September 30,
2022		114,704
2023		57,352
	$	172,056

Lease expenses was approximately $86,000 for the nine months then ended September 30, 2021 and is reported with the Other Factory Overhead in these financial statements. T&L is obligated to pay a consulting fee, the sum of $2,250 weekly to the founder and former stockholder, commencing July 23, 2018 and for each week thereafter for the remainder of the founders’ life. The consulting payments terminate in full upon the death of the founder. Due to the sale of T&L’s assets in December 2021 a final lump sum of approximately $1.4 million dollars was paid as full consideration of any remaining consulting obligation.

NOTE 5 - CONCENTRATIONS OF BUSINESS RISK:

T&L has major customers that aggregated approximately 60% of total revenue and 80% of total accounts receivable as of September 30, 2021.

NOTE 6 - RETIREMENT PLAN:

NOTE 7 - OTHER MATTERS:

Covid-19Pandemic:

As a means of aiding businesses hurt by the COVID-19 pandemic, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was signed into law in March 2020 in response to the coronavirus emergency. The CARES Act provided a variety of payroll tax relief options to employers as an incentive to retain employees during the coronavirus emergency. These funds are being administered as loans and are backed by the Small Business Administration through the Paycheck Protection Program (PPP). These loans are eligible for forgiveness if certain payroll, rent and other facility expenses are met over an 8- or 24-week period after the loan is received. The Company received a Paycheck Protection Program Loan on May 6, 2020, for $796,042. On June 11, 2021, the Company received forgiveness of the loan, with accrued interest, therefore the loan is included as income on the financial statements as PPP Loan Forgiveness for the nine months then ended September 30, 2021.

| 11 |

| --- |

DEVITO& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENT ACCOUNTANTS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

T & L Creative Salads, Inc. 148

Allen Boulevard

Farmingdale, NY 11735

Our report on our review of the basic financial statements of T&L Creative Salads, Inc., for September 30, 2021, appears on page 1. This review was made for the purpose of expressing a conclusion that there are no material modifications that should be made to the financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. The information included in the accompanying schedule of cost of sales and the schedule of operating expenses is presented for purposes of additional analysis and is not a required part of the basic financial statements. The information is the representation of management. We have performed a compilation engagement of the supplementary information in accordance with Statements on Standards for Accounting and Review Servicespromulgated by the Accounting and Review Services Committee of the AICPA. We have not audited or reviewed the supplementary information and, accordingly, do not express an opinion, a conclusion, nor provide any form of assurance on such supplementary information.

DEVITO& Co., LLC

Florham Park, NJ

March 12, 2022

26Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

info@devitocpa.com . www.devitocpa.com

| 12 |

| --- |

T& L CREATIVE SALADS, INC

SCHEDULEOF COST OF GOODS SOLD

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

INVENTORY<br> - Beginning	776,932
Purchases	12,084,996
Cost of Labor	2,065,728
Depreciation	154,086
Other<br> Factory Overhead	1,980,610
Total<br> Cost of Goods Available for Sale	17,062,352
Less:<br> INVENTORY - Ending	737,136
TOTAL COST OF SALES	16,325,216

See independent accountants’ report on supplementary information.

| 13 |

| --- |

T& L CREATIVE SALADS, INC.

SCHEDULEOF OPERATING EXPENSES

FORTHE NINE MONTHS THEN ENDED

SEPTEMBER30, 2021

Payroll	605,633
Payroll Taxes	52,629
Selling	243,883
Legal and Professional	213,799
Insurance	185,811
Telephone	12,698
Computer and Internet	22,036
Office	23,518
Miscellaneous	2,220
TOTAL OPERATING EXPENSES		1,362,227

See independent accountants’ report on supplementary information.

| 14 |

| --- |

OLIVEBRANCH FOODS,

LLC.FINANCIAL REPORT

SEPTEMBER30, 2021

WITHINDEPENDENT ACCOUNTANTS’ REPORT

| 15 |

| --- |

OLIVEBRANCH FOODS, LLC.

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

CONTENTS

	Page
INDEPENDENT ACCOUNTANTS’ REPORT	1
FINANCIAL STATEMENTS:
Balance<br> Sheet	2
Statement<br> of Income and Members’ Equity	3
Statement<br> of Cash Flows	4
Notes<br> to Financial Statements	5-8
SUPPLEMENTARY INFORMATION TO FINANCIAL STATEMENTS:
---	---
Independent<br> Accountants’ Report on Supplementary Information	9
Schedule<br> of Cost of Goods Sold	10
Schedule<br> of Operating Expenses	11

DEVITO& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENTACCOUNTANTS’ REPORT

Board of Directors

Olive Branch Foods, LLC 148

Allen Boulevard

Farmingdale, NY 11735

Reporton the Financial Statements

We have reviewed the accompanying financial statements of Olive Branch Foods, LLC which comprise the balance sheet as of September 30, 2021, and the related statements of income and members’ equity, and cash flows for the nine months then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the financial statements, as a whole. Accordingly, we do not express such an opinion.

Management’sResponsibility for the Financial Statements

Accountants’Responsibility

Accountants’Conclusion

DEVITO& Co., LLC

Florham Park,

NJ March 12, 2022

26<br> Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone
201-440-1491<br> Fax 973-295-6552
**inf o@devitocpa.com . www.devitocpa.com**

| 1 |

| --- |

OLIVEBRANCH FOODS, LLC.

BALANCESHEET - SEPTEMBER 30, 2021

ASSETS
CURRENT ASSETS:
Cash<br> and Cash Equivalents	14,695
Accounts<br> Receivable - Net of Allowance for Doubtful Accounts <br><br> of $5,000	447,772
Inventory	191,207
Total Current Assets		653,674
PROPERTY AND EQUIPMENT:
Machinery<br> and Equipment	68,415
Less:<br> Accumulated Depreciation	68,415
OTHER ASSETS:
Related<br> Party Loans		183,092
TOTAL ASSETS		836,766
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts<br> Payable and Accrued Expenses		388,000
COMMITMENTS AND CONTIGENCIES
MEMBERS’ EQUITY		448,766
TOTAL LIABILITIES AND MEMBERS’ EQUITY		836,766

See notes to financial statements.

| 2 |

| --- |

OLIVEBRANCH FOODS, LLC.

STATEMENTOF INCOME AND MEMBERS’ EQUITY

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

NET<br> SALES	3,608,284
COST<br> OF GOODS SOLD	3,104,046
GROSS<br> PROFIT	504,238
OPERATING<br> EXPENSES	299A88
NET<br> INCOME	204,750
MEMBERS’<br> EQUITY - Beginning	244,016
MEMBERS’<br> EQUITY - Ending	448,766

See notes to financial statements.

| 3 |

| --- |

OLIVEBRANCH FOODS, LLC.

STATEMENTOF CASH FLOWS

FORTHE NINE MONTHS THEN ENDED SEPTEMBER 30, 2021

CASH FLOWS FROM OPERATING ACTIVITIES:
Net<br> Income			204,750
Net<br> Change in Operating Assets and Liabilities:
Accounts<br> Receivable	(81,232	)
Inventory	2,550
Accounts<br> Payable and Accrued Expenses	(181,585	)	(260,267	)
Net<br> Cash Used by Operating Activities			(55,517	)
CASH<br> FLOWS FROM INVESTING ACTIVITIES:
Advances<br> from Affiliates	2,625
Net<br> Cash Provided by Investing Activities			2,625
NET<br> DECREASE IN CASH AND CASH EQUIVALENTS			(52,892	)
CASH<br> AND CASH EQUIVALENTS - Beginning			67,587
CASH<br> AND CASH EQUIVALENTS- Ending			14,695

See notes to financial statements.

| 4 |

| --- |

OLIVE BRANCH FOODS, LLC.

NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2021

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Natureof Operations:

Olive Branch Foods, LLC (“OBF”) was organized under the laws of the State of New York on June 1, 2015 as a Limited Liability Company.

OBF is a packager and distributor in the New York metropolitan area of olives and savory products into supermarkets and local distributors.

Basis of Presentation:

The financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

Use of Estimates:

Cash and Cash Equivalents:

OBF considers all highly liquid debt instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

Risksand Uncertainties:

| 5 |

| --- |

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

AccountsReceivable:

Inventory:

Propertyand Equipment:

Property and equipment are recorded at cost. Depreciation is provided using accelerated and straight-line methods over the estimated useful lives of the assets.

IncomeTaxes:

OBF is treated as a Partnership for federal and state income tax purposes. Consequently, OBF does not pay federal and state income taxes. Instead, the stockholders include OBF’s taxable net income or loss on their personal tax returns.

OBF adopted the income tax standard for uncertain tax positions. As a result of the implementation, T & L has evaluated its tax position and determined it has no uncertain tax positions as of September 30, 2021. OBF classifies interest and penalties related to income tax liabilities, if applicable, as a component of income tax expense.

OBF’s federal income tax return for 2018, 2019 and 2020 are subject to examination by the IRS and other state taxing authorities, generally for three years after it was filed.

| 6 |

| --- |

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

RevenueRecognition:

VariableConsideration:

| 7 |

| --- |

NOTE1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: (Continued)

Costof 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.

AdvertisingCosts:

Advertising costs are charged to operations when incurred. Advertising expense for the nine months then ended September 30, 2021 was approximately $3,250.

SubsequentEvents:

The company’s assets were sold in December 2021.

NOTE2 - RELATED PARTY LOANS AND TRANSACTIONS:

Related Party Loans represents unsecured interest free advances to members.

OBF conducts business with a contract packager and manufacturer which is a related company. Related company purchases and accounts payable for September 30, 2021, was

$279,290 and $-0-, respectfully.

OBF has no operating building lease but shares office and warehouse space with a related company.

NOTE3 - COMMITMENTS AND CONTINGENCIES:

NOTE4 - CONCENTRATIONS OF BUSINESS RISK:

The company had major customers for the nine months then ended September 30, 2021, that aggregated approximately 90% of its revenue. Accounts receivable due from these major customers was approximately 90% of the company’s total accounts receivable as of September 30, 2021.

| 8 |

| --- |

DEVITO& Co., LLC

CERTIFIEDPUBLIC ACCOUNTANTS

INDEPENDENTACCOUNTANTS’ REPORT ON SUPPLEMENTARY INFORMATION

Board of Directors

Olive Branch Foods, LLC

148 Allen Boulevard

Farmingdale, NY 11735

Our report on our review of the basic financial statements of Olive Branch Foods, LLC for September 30, 2021, appears on page 1. This review was made for the purpose of expressing a conclusion that there are no material modifications that should be made to the financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. The information included in the accompanying schedule of cost of sales and the schedule of operating expenses is presented for purposes of additional analysis and is not a required part of the basic financial statements. The information is the representation of management. We have performed a compilation engagement of the supplementary information in accordance with Statements on Standards for Accounting and Review Servicespromulgated by the Accounting and Review Services Committee of the AICPA. We have not audited or reviewed the supplementary information and, accordingly, do not express an opinion, a conclusion, nor provide any form of assurance on such supplementary

information.

DEVITO & Co., LLC
Florham<br> Park, NJ March 12, 2022

26 Columbia Turnpike Suite 105, Florham Park, NJ 07932 Phone 201-440-1491 Fax 973-295-6552

in/o@devitocpa.com• www.devitocpa.com

| 9 |

| --- | | INVENTORY - Beginning | 193,757 | | --- | --- | | Purchases | 1,252,275 | | Contract Packaging | 804,204 | | Other Costs - Overhead | 1,045,017 | | Total Cost of Goods Available for Sale | 3,295,253 | | Less: INVENTORY - Ending | 191,207 | | TOTAL COST OF GOODS SOLD | 3,104,046 |

| 10 |

| --- | | Selling | 242,605 | | --- | --- | | Insurance | 20,422 | | Filing Fees | 1,500 | | Office | 2,677 | | Utilities | 15,295 | | Miscellaneous | 5,259 | | Professional Fees | 11,730 | | TOTAL OPERATING EXPENSES | 299,488 |

| 11 |

| --- |

EXHIBIT99.3

UNAUDITEDPRO FORMA FINANCIAL STATEMENTS OF MAMAMANCINI’S HOLDINGS, INC.

References to “MamaMancini”, the “Company”, “we”, “us” and “our” mean MamaMancini’s Holdings, Inc. and its consolidated subsidiaries, unless the context otherwise requires.

ProForma Financial Statements

On November 1, 2017, MamaMancini’s Holdings, Inc., a Nevada corporation (“MamaMancini’s”), T&L Creative Salads, Inc. and Olive Branch LLC and T&L Acquisition Corp, a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed the acquisitions contemplated by the Asset Purchase Agreements (“APA’s”) by and among MamaMancini’s, T&L Creative Salads, Inc. and Olive Branch LLC and Merger Sub, dated as of December 23, 2021. Pursuant to the terms of the APA’s, all assets of T&L Creative Salads, Inc. and Olive Branch LLC have been acquired by Merger Sub, a wholly owned subsidiary of MamaMancini’s.

Under the terms of the APA’s and in connection with the acquisitions, the Company acquired all assets of T&L Creative Salads, Inc. and Olive Branch LLC which were estimated to be $[amount] as of September 30, 2021. MamaMancini’s acquired T&L and OB for a combined purchase price of $14.0 million, including $11 million in cash at closing and $3 million in a four-year note to the principals of T&L. The cash payment was chiefly funded through the MamaMancini’s cash on hand and a $7.5 million long-term acquisition note from M&T Bank.

As a result of the transaction, (i) the Company (through its wholly-owned subsidiary) became the sole owner of the assets of T&L Creative Salads, Inc. and Olive Branch LLC and (ii) following the Closing, T&L Creative Salads, Inc. and Olive Branch LLC financial statements as of the Closing will be consolidated with the Consolidated Financial Statements of the Company.

The following unaudited pro forma condensed combined financial statements, which are referred to as the unaudited pro forma financial statements, have been prepared to assist in the analysis of financial effects of the acquisition transactions. The unaudited pro forma condensed statements of combined operations, which are referred to as the unaudited pro forma statements of operations, for the year ended January 31, 2021 and the nine months (commencing February 1, 2021 and ending October 31, 2021, combine the historical statements of consolidated operations of MamaMancini’s and T&L Creative Salads, Inc. and Olive Branch LLC, giving effect to the acquisition transactions, as if they had been completed on February 1, 2020, the beginning of the earliest period presented. The unaudited pro forma condensed statements of combined operations for the nine months ended October 31, 2021 were derived from the unaudited condensed consolidated financial statements of MamaMancini’s for the nine months ended October 31, 2021 and the unaudited condensed consolidated financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the period from February 1, 2021 through October 31, 2021. The unaudited pro forma condensed combined balance sheet, which is known as the unaudited pro forma balance sheet, combines the historical condensed consolidated balance sheets of MamaMancini’s and T&L Creative Salads, Inc. and Olive Branch LLC as of October 31, 2021, giving effect to the acquisition transactions, as if they had been completed on February 1, 2021. The historical consolidated financial statements of T&L Creative Salads, Inc. and Olive Branch LLC have been adjusted to reflect certain reclassification and other conforming adjustments in order to align to MamaMancini’s condensed financial statement presentation.

Effective December 29, 2021, MamaMancini’s and T&L Creative Salads, Inc. and Olive Branch LLC completed the acquisition transactions whereby the assets of T&L Creative Salads, Inc. and Olive Branch LLC were acquired by a wholly-owned subsidiary of MamaMancini’s. In accordance with the guidance under Accounting Standards Codification Topic 805: Business Combinations, the Merger transactions are accounted for as a reorganization of entities under common control. The assets and liabilities of T&L Creative Salads, Inc. and Olive Branch LLC transferred between entities under common control were recorded by MamaMancini’s based on MamaMancini’s historical cost basis.

Assumptions and estimates underlying the adjustments to the unaudited pro forma financial statements, which are referred to as the pro forma adjustments, are described in the accompanying notes. The historical consolidated financial statements have been adjusted in the unaudited pro forma financial statements to give effect to pro forma events that are (1) directly attributable to the Merger Transaction; (2) factually supportable; and (3) with respect to the unaudited pro forma statements of operations, expected to have a continuing impact on the combined results of MamaMancini’s and T&L Creative Salads, Inc. and Olive Branch LLC following the acquisition transactions. The unaudited pro forma financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the acquisition transactions occurred on the dates indicated. Further, the unaudited pro forma financial statements do not purport to project the future operating results or financial position of the combined company following the acquisition transactions. The unaudited pro forma financial statements include assets and liabilities of T&L Creative Salads, Inc. and Olive Branch LLC adjusted for MamaMancini’s historical cost basis. The final purchase price allocation may be materially different than that reflected in the pro forma purchase price allocation presented herein.

The unaudited pro forma financial statements, although helpful in illustrating the financial characteristics of the combined company under one set of assumptions, do not reflect the benefits of expected cost savings (or associated costs to achieve such savings), opportunities to earn additional revenue, or other factors that may result as a consequence of the acquisition transactions and, accordingly, do not attempt to predict or suggest future results. Further, the unaudited pro forma financial statements do not reflect (i) any other acquisition subsequent to the balance sheet date presented or (ii) the effect of any regulatory actions that may impact the results of the combined partnership following the acquisition transactions.

The unaudited pro forma financial statements have been developed from and should be read in conjunction with:

●	the<br> accompanying notes to the unaudited pro forma financial statements;
●	the<br> historical audited consolidated financial statements of MamaMancini’s for the year ended January 31, 2021 in MamaMancini’s<br> Annual Report on Form 10-K, filed with the SEC on April 21, 2021, and incorporated by reference into this document;
●	the<br> historical unaudited condensed consolidated financial statements of MamaMancini’s as of and for the nine months ended October<br> 31, 2021, included in MamaMancini’s Quarterly Report on Form 10-Q and incorporated by reference into this document;
●	the<br> historical audited consolidated financial statements of T&L Creative Salads, Inc. and Olive Branch LLC for the year ended December<br> 31, 2020; and
●	the<br> historical unaudited financial statements of T&L Creative Salads, Inc. and Olive Branch LLC as of and for the nine months<br> ended September 30, 2021, incorporated by reference into this document.
●	The<br> pro forma financial statements include the impact of the merger of T&L Creative Salads, Inc. and Olive Branch LLC as if they<br> occurred at the inception of each relevant period reported. T&L Creative Salads, Inc. and Olive Branch LLC have a calendar year-end,<br> however T&L Creative Salads, Inc. and Olive Branch LLC historical information presented herein has been modified to conform to<br> the same periods as the historical financial statements filed by the Company in Forms 10-K and 10-Q.

MamaMancini'sHoldings, Inc.

ProformaCombined Balance Sheets

October31, 2021

(unaudited)

	MamaMancini			T&L Creative Salads		Olive Branch		Eliminations		Combined Balance
Assets
Current Assets:
Cash	$	4,539,920		$	386,958	$	4,307	$	-	$	4,931,185
Accounts receivable, net		3,961,348			2,224,333		331,691				6,517,372
Inventories		1,614,738			874,356		192,041				2,681,136
other current asset		-			-		385,800				385,800
Prepaid expenses		595,071			-		-				595,071
Total current assets		10,711,077			3,485,647		913,838		-		15,110,563
Property and equipment, net		3,177,021			2,439,463		36,961				5,653,445
Intangible assets		87,639			-		-				87,639
Operating lease right of use asset, net		1,536,927			-		-				1,536,927
Deferred tax asset		349,227			-		-				349,227
Other receivable		-			916,602		234,229				1,150,832
Deposits		23,156			-		-				23,156
Total Assets	$	15,885,047		$	6,841,713	$	1,185,028	$	-	$	23,911,789
Liabilities and Stockholders' Deficit
Liabilities:
Current Liabilities:
Accounts payable and accrued expenses	$	4,269,206		$	1,087,132	$	524,135	$	-	$	5,880,473
Operating lease liability		188,590									188,590
Finance leases payable		226,111									226,111
Total current liabilities		4,683,907			1,087,132		524,135		-		6,295,174
Operating lease liability, net of current		1,383,960			-		-				1,383,960
Finance leases payable - net of current portion		422,326			-		-				422,326
Other long term liabilities		-			1,633,130		-				1,633,130
Total long-term liabilities		1,806,286			1,633,130		-		-		3,439,416
Total Liabilities		6,490,193			2,720,262		524,135		-		9,734,590
Commitments and contingencies
Stockholders' Equity:
Series A Preferred stock		-			-		-				-
Preferred stock		-			-		-				-
Common stock		359			-		-				359
Additional paid in capital		20,575,338			-		-				20,575,338
Accumulated deficit		(11,031,343	)		-		-				(11,031,343	)
Less: Treasury stock, 230,000 shares, respectively		(149,500	)		-		-				(149,500	)
Members' equity		-			-		660,893				660,893
T&L Creative Salads Equity		-			4,121,451		-				4,121,451
Total Stockholders' Equity		9,394,854			4,121,451		660,893		-		14,177,199
											-
Total Liabilities and Stockholders' Equity	$	15,885,047		$	6,841,713	$	1,185,028	$	-	$	23,911,789

MamaMancini'sHoldings, Inc.

ProformaCombined Statements of Operations

Forthe Nine Months Ended October 31, 2021

(unaudited)

	MamaMancini			T&L Creative Salads			Olive Branch		Eliminations			Combined Balance
Sales - net of slotting fees and discounts	$	33,230,666		$	18,258,546		$	3,693,430	$	(279,290	)	$	54,903,351
Cost of sales		23,787,864			17,190,968			3,357,745		(279,290	)		44,057,287
Gross profit		9,442,802			1,067,577			335,685		-			10,846,064
Operating expenses
Research and development		87,843											87,843
General and administrative expenses		7,916,646			1,432,727			64,558					9,413,931
Total operating expenses		8,004,489			1,432,727			64,558		-			9,501,774
Income from operations		1,438,313			(365,150	)		271,126		-			1,344,290
Other expenses
Interest		(26,710	)		(1,068	)		-					(27,778	)
Other income		37,304			-			-					37,304
Other expenses		-			116,208			-					116,208
Total other expenses		10,594			115,141			-		-			125,735
Net income (loss) before income tax provision		1,427,719			(480,290	)		271,126		-			1,218,555
Income tax provision		403,746			-			1,500					405,246
Net income (loss) available to common stockholders	$	1,023,973		$	(480,290	)	$	269,626	$	-		$	813,309
Net income per common share - basic												$	0.02
Net income per common share - diluted												$	0.02
Weighted average common shares outstanding
- basic													35,677,202
- diluted													36,196,974

MamaMancini'sHoldings, Inc.

ProformaCombined Statements of Operations

Forthe Year Ended January 31, 2021

(unaudited)

	MamaMancini			T&L Creative Salads			Olive Branch		Eliminations			Combined Balance
Sales - net of slotting fees and discounts	$	40,758,605		$	18,539,427		$	3,053,642	$	(607,647	)	$	61,744,026
Cost of sales		28,019,296			16,312,385			2,690,866		(607,647	)		46,414,900
Gross profit		12,739,309			2,227,042			362,775		-			15,329,126
Operating expenses
Research and development		110,713											110,713
General and administrative expenses		9,150,748			1,239,855			94,842					10,485,445
Total operating expenses		9,261,461			1,239,855			94,842		-			10,596,158
Income from operations		3,477,848			987,187			267,933		-			4,732,968
Other
Interest		(137,751	)		-			-					(137,751	)
Other expense		-			(160,423	)		-					(160,423	)
Other income		-			106			-					106
Amortization of debt discount		(17,864	)		-			-					(17,864	)
Total other expenses		(155,615	)		(160,317	)		-		-			(315,932	)
Net income before income tax provision		3,322,233			826,870			267,933		-			4,417,036
Income tax provision		744,973			-			-		-			744,973
Net income available to common stockholders	$	2,577,260		$	826,870		$	267,933	$	-		$	3,672,063
Net income per common share - basic												$	0.10
Net income per common share - diluted												$	0.10
Weighted average common shares outstanding
- basic													35,677,202
- diluted													36,196,974

MAMAMANCINI’SHOLDINGS, INC.

NOTESTO PROFORMA FINANCIAL STATEMENTS

(Unaudited)

1.BASIS OF PRO FORMA PRESENTATION

The unaudited pro forma balance sheet has been derived from the historical financial statements of MamaMancini’s Holdings, Inc. after giving effect to the acquisition of the assets of T&L Creative Salads, Inc. and Olive Branch LLC which closed on December 29, 2021.

Historical financial information has been adjusted in the pro forma balance sheet and statements of operations to give effect to pro forma events that are: (1) directly attributable to the acquisitions; (2) factually supportable; and (3) expected to have a continuing impact on the Company’s balance sheet and results of operations.

The accompanying unaudited pro forma consolidated balance sheet have been presented as of October 31, 2021. The unaudited pro forma consolidated statements of operations for the periods ended October 31, 2021 and January 31, 2021 have been presented as if the acquisition had occurred as if the acquisition transactions took place at the beginning of the periods presented.

Under the terms of the Asset Purchase Agreements and in connection with these transactions, the Company acquired all assets of T&L Creative Salads, Inc. and Olive Branch LLC. As a result of the transaction, (i) the Company became the sole owner of the assets of T&L Creative Salads, Inc. and Olive Branch LLC, through a wholly-owned subsidiary of the Company (ii) following the Closing, T&L Creative Salads, Inc. and Olive Branch LLC financial statements as of the Closing will be consolidated with the Consolidated Financial Statements of the Company.

The unaudited pro forma consolidated statements do not necessarily represent the actual results that would have been achieved had the companies been combined at the beginning of the year, nor may they be indicative of future operations. These unaudited pro forma financial statements should be read in conjunction with the companies’ respective historical financial statements and notes included thereto.

3.PRO FORMA ADJUSTMENTS

The adjustments included in the pro forma balance sheet are as follows:

(A)	The<br> elimination of inter-company balances.

The adjustments included in the pro forma statement of operations for the years ended January 2021 and for the nine months ended October 31, 2021 are as follows:

(B)	The<br> elimination of intercompany sales and purchases for each relevant period.