0001493152-18-001126.txt : 20180129 0001493152-18-001126.hdr.sgml : 20180129 20180126180322 ACCESSION NUMBER: 0001493152-18-001126 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20171101 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180129 DATE AS OF CHANGE: 20180126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MamaMancini's Holdings, Inc. CENTRAL INDEX KEY: 0001520358 STANDARD INDUSTRIAL CLASSIFICATION: SAUSAGE, OTHER PREPARED MEAT PRODUCTS [2013] IRS NUMBER: 270607116 STATE OF INCORPORATION: NV FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-54954 FILM NUMBER: 18553074 BUSINESS ADDRESS: STREET 1: 25 BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 BUSINESS PHONE: 201-531-1212 MAIL ADDRESS: STREET 1: 25 BRANCA ROAD CITY: EAST RUTHERFORD STATE: NJ ZIP: 07073 FORMER COMPANY: FORMER CONFORMED NAME: MASCOT PROPERTIES, INC. DATE OF NAME CHANGE: 20110510 8-K/A 1 form8-ka.htm

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): November 1, 2017

MamaMancini’s Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-54954	27-067116
(State or other	(Commission	(I.R.S. Employer
jurisdiction of incorporation)	File Number)	Identification No.)

25 Branca Road

East Rutherford, NJ 07073

(Address of principal executive offices) (zip code)

(201) 531-1212

(Registrant’s telephone 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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 November 2, 2017, on November 1, 2017, MamaMancini’s Holdings, Inc. (the “Company”) closed the merger transaction (the “Merger”) that was the subject of that certain Agreement and Plan of Merger (the “Merger Agreement”) with Joseph Epstein Food Enterprises, Inc., a New Jersey corporation (“JEFE”) dated November 1, 2017. At closing, in accordance with the Merger Agreement, JEFE merged with and into MMMB Acquisition, Inc., a Nevada corporation (“Merger Sub”), a wholly-owned subsidiary of MamaMancini’s Holdings, Inc. (the “Merger”), with JEFE being the surviving corporation. As a result of the Merger, JEFE became a wholly-owned subsidiary of the Company.

The purpose of this amended filing is to enclose the audited financial statements of JEFE for the years ended December 31, 2016 and 2015, the unaudited financial statements for JEFE for the ten months ended October 31, 2017, and pro forma financial statements, as required.

Exhibits

99.1	Audited financial statements of Joseph Epstein Food Enterprises, Inc. for the years ended December 31, 2016 and 2015

99.2	Unaudited financial statements of Joseph Epstein Food Enterprises, Inc. for the ten months ended October 31, 2017

99.3	Unaudited pro forma condensed combined financial statements of Joseph Epstein Food Enterprises, Inc. and MamaMancini’s Holdings, Inc. as of October 31, 2017, January 31, 2017 and January 31, 2016

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 Holdings, Inc.
	a Nevada corporation

Date: January 26, 2018	By:	/s/ Carl Wolf
		Carl Wolf
		Chief Executive Officer (Principal Executive Officer)

EX-99.1 2 ex99-1.htm

EXHIBIT 99.1

INDEPENDENT AUDITOR’S REPORT

To the Board of Directors of MamaMancini Holdings, Inc.

We have audited the accompanying balance sheets of Joseph Epstein Food Enterprises, Inc. as of December 31, 2016 and 2015, and the related statements of operations, shareholders’ equity (deficit) and cash flows for each of the years in the two-year period ended December 31, 2016. Joseph Epstein Food Enterprises, Inc.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Joseph Epstein Food Enterprises, Inc. as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ Rosenberg Rich Baker Berman & Company

Somerset, New Jersey
January 22, 2018

Joseph Epstein Food Enterprises, Inc.

Balance Sheets

At December 31

	2016			2015

Assets:
Current Assets:
Cash	$	15,768		$	14,037
Prepaid expenses		36,699			36,128
Inventory		407,899			321,749
Total Current Assets		460,366			371,914

Property, plant, and equipment, net		395,714			401,629

Deposits		17,036			17,036

Total Assets	$	873,116		$	790,579

Liabilities and Shareholders’ Deficit

Liabilities
Current Liabilities:
Accounts payable and accrued expenses	$	1,594,418		$	1,595,534
Due to related party		2,178,352			2,083,854
Total Current Liabilities		3,772,770			3,679,388

Notes payable - related parties		532,000			532,000
Note payable		250,000			250,000
Total Long-Term Liabilities		782,000			782,000

Total Liabilities		4,554,770			4,461,388

Shareholders’ Deficit
Accumulated Deficit		(3,681,654	)		(3,670,809	)
Total Shareholders’ Deficit		(3,681,654	)		(3,670,809	)

Total Liabilities and Shareholders’ Deficit	$	873,116		$	790,579

Joseph Epstein Food Enterprises, Inc.

Statements of Operations

For the Years Ended December 31

	2016			2015

Revenue	$	11,343,047		$	9,019,831

Cost of Revenue:
Cost of Goods Sold		10,711,221			8,508,155
Write-off of inventory		-			437,800
Total Cost of Revenue		10,711,221			8,945,955

Gross Profit		631,826			73,876

General and Administrative Expenses		581,187			610,435

Income (Loss) From Operations		50,639			(536,559	)

Other Income (Expense)
Interest Income		-			762
Interest Expense		(61,484	)		(54,175	)
Total Other Income (Expense)		(61,484	)		(53,413	)

Net Loss	$	(10,845	)	$	(589,972	)

Joseph Epstein Food Enterprises, Inc.

Statements of Shareholders' Equity (Deficit)

For the Years Ended December 31, 2015 and 2016

	Accumulated Deficit			Total Shareholders' Equity (Deficit)

Balance at January 1, 2015	$	(3,080,837	)	$	(3,080,837	)

Net loss		(589,972	)		(589,972	)

Balance at December 31, 2015		(3,670,809	)		(3,670,809	)

Net loss		(10,845	)		(10,845	)

Balance at December 31, 2016	$	(3,681,654	)	$	(3,681,654	)

Joseph Epstein Food Enterprises, Inc.

Statements of Cash Flows

For the Years Ended December 31

	2016			2015

Cash Flows From Operating Activities
Net Loss	$	(10,845	)	$	(589,972	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation		93,407			116,874
Changes in Operating Assets and Liabilities
Prepaid Expenses		(571	)		9,035
Inventory		(86,150	)		216,031
Accounts Payable and Accrued Expenses		(1,116	)		4,031
Due to related party		94,498			(191,265	)
Net Cash (Used In) Provided By Operating Activities		89,223			(435,266	)

Cash Flows From Investing Activities
Proceeds from note receivable		-			33,020
Purchase of property, plant, and equipment		(87,492	)		(54,480	)
Net Cash Used In Investing Activities		(87,492	)		(21,460	)

Cash Flows From Financing Activities
Proceeds from note payable		-			250,000
Repayment of note payable		-			(250,000	)
Net proceeds from notes payable - related parties		-			457,000
Net Cash Provided By Financing Activities		-			457,000

Net Increase in Cash		1,731			274
Cash - Beginning of Year		14,037			13,763
Cash - End of Year	$	15,768		$	14,037

Supplementary Cash Flow Information
Cash Paid For Interest	$	7,969		$	11,613
Cash Paid For Taxes	$	-		$	-

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

Joseph Epstein Food Enterprises, Inc. (the “Company”) is a New Jersey corporation. The Company has a year-end of December 31.

The Company is a manufacturer and distributor of beef meatballs with sauce, turkey meatballs with sauce, beef meat loaf and other similar meats and sauces. The Company’s sole customer is MamaMancini Holdings, Inc., a related party through common ownership, which is located in New Jersey and has customers throughout the United States, with a large concentration in the Northeast and Southeast.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts in the financial statements. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The carrying amount reported in the balance sheets for cash, prepaid expenses and other assets, accounts payable and accrued expenses, due to related party, and notes payable approximate fair value because of the immediate or short-term maturity of these financial instruments.

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at December 31, 2016 or 2015.

Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at December 31, 2016 and 2015:

	2016		2015
Raw Materials	$	385,799	$	249,154
Work in Process		22,100		72,595
	$	407,899	$	321,749

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Property and Equipment

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

Asset lives for financial statement reporting of depreciation are:

Machinery and equipment	5 - 7 years
Leasehold improvements	Shorter of 10 years or the remaining life of the lease

Revenue Recognition

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

The Company meets these criteria upon shipment.

Income Taxes

The Company and its stockholders have elected to be taxed under the provision of Subchapter S of the Internal Revenue Code. This election effectively eliminates federal income tax expense at the corporate level as the Company’s stockholders are taxed directly on their respective shares of the Company’s profits. The Company also has elected to be treated as an “S Corporation” for New Jersey tax purposes. The stockholders are subject to state income tax on their respective share of profits of the Company. Accordingly, only the reduced state tax provision has been made in the accompanying financial statements.

Subsequent Events

The Company has evaluated subsequent events through the January 22, 2018, the date the financial statements were available to be issued.

Note 3 – Note Receivable

In 2013, the Company entered into an agreement to sell fixed assets in exchange for a $77,000 note receivable. The agreement calls for monthly payments of $3,378, bears interest of 5%, and matured in July 2015. Interest associated with the note receivable is recorded as interest income. The outstanding balance of the note at December 31, 2016 and 2015 was $0 and $0, respectively.

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 4 - Property and Equipment

Property and equipment on December 31, 2016 and 2015 are as follows:

	2016			2015
Machinery and Equipment	$	561,896		$	536,580
Leasehold Improvements		501,662			439,486
		1,063,558			976,066
Accumulated Depreciation		(667,844	)		(574,437	)
	$	395,714		$	401,629

Depreciation expense was $93,407 and $116,874, for the years ended December 31, 2016 and 2015, respectively.

Note 5 - Related Party Transactions

Notes Payable – Related Party

The Company receives advances from a principal shareholder which bear interest at 8%. The advances are due on February 1, 2019. At December 31, 2016 and 2015, there was $400,000 of principal outstanding, respectively.

The Company receives advances from an entity 100% owned by the same principal shareholder, which bear interest at 8%. The advances are due on February 1, 2019. At December 31, 2016 and 2015, there was $132,000 of principal outstanding, respectively.

Interest expense associated with these notes was $42,560 and $21,812 for the years ended December 31, 2016 and 2015, respectively. Accrued interest associated with these notes was $21,281 and $17,412 at December 31, 2016 and 2015, respectively.

MamaMancini Holdings, Inc.

On March 1, 2010, the MamaMancini Holdings, Inc., (“MamaMancini”) entered into a five-year agreement with Joseph Epstein Foods (the “Manufacturer”) who is a related party. The Manufacturer is co-owned by the CEO and President of MamaMancini. The Company analyzed the relationship with the Manufacturer to determine if the Manufacturer is a variable interest entity as defined by FASB ASC 810 “Consolidation”. Based on this analysis, the Company has determined that the Manufacturer is a variable interest entity but that MamaMancini is not the primary beneficiary of the variable interest entity and therefore consolidation is not required. In addition, based on the analysis the Company determined that the CEO and President is the primary beneficiary of the variable interest entity and bears the risk of loss. Under the terms of the agreement, the MamaMancini grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of MamaMancini’s products, for manufacturing the MamaMancini’s product and all future improvements, modifications, substitutions and replacements developed by the MamaMancini. The Manufacturer in turn grants MamaMancini the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store MamaMancini’s products and MamaMancini has the right to purchase products from one or more other manufacturers, distributors or suppliers. In September 2016, the agreement was amended and restated to extend the agreement until August 2, 2021. The amended agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date. The term of this Agreement shall expire on the later of the expiration date or a date which is three (3) years following a Change of Control. For purposes of the agreement, a Change of Control shall occur when a third party who is not currently a shareholder of the Company acquires control of at least fifty-one percent (51%) of the voting shares of MamaMancini.

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Under the terms of the agreement if MamaMancini specifies any change in packaging or shipping materials which results in the manufacturer incurring increased expense for packaging and shipping materials or in the Manufacturer being unable to utilize obsolete packaging or shipping materials in ordinary packaging or shipping, MamaMancini agrees to pay as additional product cost the additional cost for packaging and shipping materials and to purchase at cost such obsolete packaging and shipping materials. If MamaMancini requests any repackaging of the product, other than due to defects in the original packaging, MamaMancini will reimburse the Manufacturer for any labor costs incurred in repackaging. Per the agreement, all product delivery shipping costs are the expense of the MamaMancini. MamaMancini agreed with the Manufacturer at the end of 2015 that Company would purchase a minimum of $963,000 of product each month and that any amount below that sum would be a charge of 12% of that shortfall each month. In return, the Manufacturer obligated itself to offer MamaMancini competitive prices and would not co-pack for other suppliers and would either maintain or lower its payable to MamaMancini each quarter. In addition, the Manufacturer agreed to rebate MamaMancini any overage of gross margin above 12% each month.

MamaMancini Holdings, Inc. accounted for 100% of the Company’s sales for the years ended December 31, 2016 and 2015, respectively.

At December 31, 2016 and 2015, the amount due to MamaMancini is $2,178,352 and $2,083,854 respectively.

Note 6 – Notes Payable

On August 2, 2010, the Company entered into a note payable with a bank for $250,000. The note was payable on demand and bore interest at 3.75%, with interest being due monthly. The note was fully guaranteed by a principal shareholder. The outstanding balance of $250,000 was fully repaid on April 29, 2015 with the proceeds from a new note with another bank.

On April 29, 2015, the Company entered into a note payable with a bank for $250,000, which was used to pay down and replace the note mentioned above. The note bears interest at 3.75%, with interest being due monthly. The note is due in full on the maturity date of April 1, 2018. The note is fully guaranteed by a principal shareholder.

Note 7 - Commitments and Contingencies

Litigations, Claims and Assessments

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

Operating Lease

The Company has a lease for office, manufacturing, and warehouse space in East Rutherford, NJ. The lease expires on March 31, 2024, with a 5-year renewal option. Rent expense for the years ended December 31, 2016 and 2015 was $164,775 and $103,596, respectively.

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Total future minimum payments required under the lease as of December 31, 2016 are as follows:

Years Ending December 31,
2017	$	189,790
2018		191,957
2019		197,807
2020		199,757
2021		208,837
Thereafter		476,693
Total	$	1,464,841

Note 8 – Subsequent Events

On November 1, 2017, MamaMancini’s Holdings, Inc., a Nevada corporation (“MamaMancini’s”), Joseph Epstein Food Enterprises, Inc., a New Jersey corporation(“JEFE”), and MMMB Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed the merger contemplated by the Agreement and Plan of Merger by and among MamaMancini’s, JEFE, and Merger Sub, dated as of November 1, 2017 (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, JEFE has merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of MamaMancini’s. It is anticipated that Merger Sub will be renamed “Joseph Epstein Food Enterprises, Inc.”

Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of JEFE. As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned subsidiary of the Company (ii) following the Closing, JEFE’s financial statements as of the Closing will be consolidated with the Consolidated Financial Statements of the Company (collectively, the “Merger Transaction”). No cash or stock was exchanged in connection with the transaction.

EX-99.2 3 ex99-2.htm

EXHIBIT 99.2

Joseph Epstein Food Enterprises, Inc.

Balance Sheet

At October 31, 2017

Assets:
Current Assets:
Cash	$	17,627
Prepaid expenses		25,497
Inventory		733,687
Total Current Assets		776,811

Property, plant, and equipment, net		404,591

Deposits		17,036

Total Assets	$	1,198,438

Liabilities and Shareholders’ Deficit

Liabilities
Current Liabilities:
Accounts payable and accrued expenses	$	2,723,226
Note payable		250,000
Due to related party		1,537,724
Total Current Liabilities		4,510,950

Notes payable - related parties		532,000
Total Long-Term Liabilities		532,000

Total Liabilities		5,042,950

Shareholders’ Deficit
Accumulated Deficit		(3,844,512	)
Total Shareholders’ Deficit		(3,844,512	)

Total Liabilities and Shareholders’ Deficit	$	1,198,438

Joseph Epstein Food Enterprises, Inc.

Statement of Operations

For the Ten Months Ended October 31, 2017

Revenue	$	14,609,007
Cost of Sales		14,177,683
		431,324

General and Administrative Expenses		547,861

Loss From Operations		(116,537	)

Other Expense
Interest Expense		46,321
Total Other Expense		46,321

Net Loss	$	(162,858	)

Joseph Epstein Food Enterprises, Inc.

Statement of Cash Flows

For the Ten Months Ended October 31, 2017

Cash Flows From Operating Activities
Net Loss	$	(162,858	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation		70,424
Changes in Operating Assets and Liabilities
Prepaid Expenses		11,202
Inventory		(325,788	)
Accounts Payable and Accrued Expenses		1,128,808
Due to related party		(640,628	)
Net Cash Provided By Operating Activities		81,160

Cash Flows From Investing Activities
Purchase of property, plant, and equipment		(79,301	)
Net Cash Used In Investing Activities		(79,301	)

Net Increase in Cash		1,859
Cash - Beginning of Year		15,768
Cash - End of Year	$	17,627

Supplementary Cash Flow Information
Cash Paid For Interest	$	52,602
Cash Paid For Taxes	$	-

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 1 - Nature of Operations and Basis of Presentation

Nature of Operations

Joseph Epstein Food Enterprises, Inc. (the “Company”) is a New Jersey corporation. The Company has a year-end of December 31.

Note 2 - Summary of Significant Accounting Policies

Use of Estimates

Fair Value of Financial Instruments

Cash

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents. The Company held no cash equivalents at October 31, 2017.

Inventories

Inventories are stated at average cost using the first-in, first-out (FIFO) valuation method. Inventory was comprised of the following at October 31, 2017:

Raw Materials	$	721,187
Work in Process		12,500
	$	733,687

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 2 - Summary of Significant Accounting Policies (continued)

Property and Equipment

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

Asset lives for financial statement reporting of depreciation are:

	Machinery and equipment		5 - 7 years
	Leasehold improvements		Shorter of 10 years or the remaining life of the lease

Revenue Recognition

The Company meets these criteria upon shipment.

Income Taxes

Subsequent Events

The Company has evaluated subsequent events through the January 22, 2018, the date the financial statements were available to be issued.

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 3 - Property and Equipment

Property and equipment on October 31, 2017 are as follows:

Machinery and Equipment	$	581,187
Leasehold Improvements		561,672
		1,142,859
Accumulated Depreciation		(738,268	)
	$	404,591

Depreciation expense was $70,424 for the ten months ended October 31, 2017.

Note 4 - Related Party Transactions

Notes Payable – Related Party

The Company receives advances from a principal shareholder which bear interest at 8%. The advances are due on February 1, 2019. At October 31, 2017, there was $400,000 of principal outstanding.

The Company receives advances from an entity 100% owned by the same principal shareholder, which bear interest at 8%. The advances are due on February 1, 2019. At October 31, 2017 there was $132,000 of principal outstanding.

The Company incurred interest expense on these loans of $35,467 during the ten months ended October 31, 2017 and has approximately $15,000 of accrued interest from these loans at October 31, 2017.

MamaMancini’s Holdings, Inc.

On March 1, 2010, the MamaMancini’s Holdings, Inc., (“MamaMancini”) entered into a five-year agreement with Joseph Epstein Foods (the “Manufacturer”) who is a related party. The Manufacturer is co-owned by the CEO and President of MamaMancini. The Company analyzed the relationship with the Manufacturer to determine if the Manufacturer is a variable interest entity as defined by FASB ASC 810 “Consolidation”. Based on this analysis, the Company has determined that the Manufacturer is a variable interest entity but that MamaMancini is not the primary beneficiary of the variable interest entity and therefore consolidation is not required. In addition, based on the analysis the Company determined that the CEO and President is the primary beneficiary of the variable interest entity and bears the risk of loss. Under the terms of the agreement, the MamaMancini grants to the Manufacturer a revocable license to use the Company’s recipes, formulas, methods and ingredients for the preparation and production of MamaMancini’s products, for manufacturing the MamaMancini’s product and all future improvements, modifications, substitutions and replacements developed by the MamaMancini. The Manufacturer in turn grants MamaMancini the exclusive right to purchase the product. Under the terms of the agreement the Manufacturer agrees to manufacture, package, and store MamaMancini’s products and MamaMancini has the right to purchase products from one or more other manufacturers, distributors or suppliers. In September 2016, the agreement was amended and restated to extend the agreement until August 2, 2021. The amended agreement contains a perpetual automatic renewal clause for a period of one year after the expiration of the initial term. During the renewal period either party may cancel the contract with written notice nine months prior to the termination date. The term of this Agreement shall expire on the later of the expiration date or a date which is three (3) years following a Change of Control. For purposes of the agreement, a Change of Control shall occur when a third party who is not currently a shareholder of the Company acquires control of at least fifty-one percent (51%) of the voting shares of MamaMancini.

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 4 - Related Party Transactions (continued)

MamaMancini’s Holdings, Inc. (continued)

MamaMancini’s Holdings, Inc. accounted for 100% of the Company’s sales for the ten months ended October 31, 2017.

At October 31, 2017 the amount due to MamaMancini is $1,537,724.

Note 5 – Notes Payable

Note 6 - Commitments and Contingencies

Litigations, Claims and Assessments

Operating Lease

The Company has a lease for office, manufacturing, and warehouse space in East Rutherford, NJ. The lease expires on March 31, 2024, with a 5 year renewal option. Rent expense for the ten months ended October 31, 2017 was $157,798.

Total future minimum payments required under the lease as of October 31, 2017 are as follows:

Years Ending December 31,
2017 (remainder)	$	31,993
2018		191,957
2019		197,807
2020		199,757
2021		208,837
Thereafter		476,693
Total	$	1,307,044

Joseph Epstein Food Enterprises, Inc.

Notes to Financial Statements

Note 7 – Subsequent Events

EX-99.3 4 ex99-3.htm

EXHIBIT 99.3

UNAUDITED PRO 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.

Pro Forma Financial Statements

On November 1, 2017, MamaMancini’s Holdings, Inc., a Nevada corporation (“MamaMancini’s”), Joseph Epstein Food Enterprises, Inc., a New Jersey corporation(“JEFE”), and MMMB Acquisition, Inc., a Nevada corporation and wholly owned subsidiary of MamaMancini’s (“Merger Sub”), completed the merger contemplated by the Agreement and Plan of Merger (“Merger Agreement”) by and among MamaMancini’s, JEFE, and Merger Sub, dated as of November 1, 2017. Pursuant to the terms of the Merger Agreement, JEFE has merged with and into Merger Sub, with Merger Sub continuing as the surviving entity and a wholly owned subsidiary of MamaMancini’s.

Under the terms of the Merger Agreement and in connection with the merger, the Company acquired all assets of JEFE. The consideration for the transaction was (a) the extinguishment of the Inter-Company Loan between the parties, (b) the assumption by the Company of all JEFE accounts payable and accrued expenses, (c) assumption by the Company of certain third-party loans to JEFE and (d) indemnification of Carl Wolf with respect to his collateralization of a bank loan to JEFE in the amount of approximately $250,000. As a result of the transaction, (i) the Company became the sole shareholder of JEFE, which became a wholly-owned subsidiary of the Company (ii) following the Closing, JEFE’s financial statements as of the Closing will be consolidated with the Consolidated Financial Statements of the Company (collectively, the “Merger Transaction”). No cash or stock was exchanged in connection with the transaction.

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 Merger Transaction. The unaudited pro forma combined condensed statements of operations, which are referred to as the unaudited pro forma statements of operations, for the year ended January 31, 2017 and the nine months ended October 31, 2017, combine the historical consolidated statements of operations of MamaMancini’s and JEFE, giving effect to the Merger Transaction, as if they had been completed on February 1, 2016, the beginning of the earliest period presented. The unaudited pro forma condensed combined statements of operations for the nine months ended October 31, 2017 were derived from the unaudited condensed consolidated financial statements of MamaMancini’s for the nine months ended October 31, 2017, and the unaudited condensed financial statements of JEFE for the period from February 1, 2017 through October 31, 2017. The unaudited pro forma condensed combined balance sheet, which is known as the unaudited pro forma balance sheet, combines the historical balance sheets of MamaMancini’s and JEFE as of October 31, 2017, giving effect to the Merger Transaction, as if they had been completed on October 31, 2017. The historical financial statements of JEFE have been adjusted to reflect certain reclassification and other conforming adjustments in order to align to MamaMancini’s condensed financial statement presentation.

Effective November 1, 2017, MamaMancini’s and JEFE completed the Merger Transaction whereby JEFE became 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 JEFE transferred between entities under common control were recorded by MamaMancini’s based on JEFE’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 JEFE following the Merger Transaction. 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 Merger Transaction 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 Merger Transaction. The unaudited pro forma financial statements include assets and liabilities of JEFE 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 Merger Transaction 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 Merger Transaction.

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

	●	the accompanying notes to the unaudited pro forma financial statements;

	●	the historical audited consolidated financial statements of MamaMancini’s for the year ended January 31, 2017 in MamaMancini’s Annual Report on Form 10-K, filed with the SEC on March 23, 2017, and incorporated by reference into this document;

	●	the historical unaudited condensed consolidated financial statements of MamaMancini’s as of and for the nine months ended October 31, 2017, included in MamaMancini’s Quarterly Report on Form 10-Q and incorporated by reference into this document;

	●	the historical audited financial statements of JEFE for the year ended December 31, 2016; and

	●	the historical unaudited condensed financial statements of JEFE as of and for the ten months ended October 31, 2017, incorporated by reference into this document.

	●	The pro forma financial statements include the impact of the merger of Joseph Epstein Food Enterprises, Inc. (“JEFE”) as if they occurred at the inception of each relevant period reported. JEFE has a calendar year-end, however JEFE’s historical information presented herein has been modified to conform to the same periods as the historical financial statements filed by the Company in Forms 10-K and 10-Q.

MamaMancini’s Holdings, Inc.

Pro Forma Combined Balance Sheets

October 31, 2017

(Unaudited)

	MamaMancini			Joseph Epstein Foods			Eliminations			Combined Balance
Current Assets
Cash		558,633			17,627						576,260
Accounts receivable		2,859,190			-						2,859,190
Inventories		361,111			733,687						1,094,798
Prepaid expenses		97,957			25,497						123,454
Due from manufacturer - related party		1,537,724			-			(1,537,724	)		-
		5,414,615			776,811			(1,537,724	)		4,653,702

Property , plant, and equipment		2,111,053			404,591						2,515,644

Deposits		94,060			17,036						111,096

Total Assets		7,619,728			1,198,438			(1,537,724	)		7,280,442

Current Liabilities
Accounts payable and accrued expenses		1,006,216			2,723,226						3,729,442
Due to related party		-			1,537,724			(1,537,724	)		-
Line of credit, net		2,303,920			-						2,303,920
Term loan		165,540			-						165,540
Note payable, net		1,807,182			-						1,807,182
		5,282,858			4,260,950			(1,537,724	)		8,006,084

Term loan, net of current		634,460			-						634,460
Note payable		-			250,000						250,000
Notes payable - related party		117,656			532,000						649,656
		752,116			782,000						1,534,116

Total Liabilities		6,034,974			5,042,950			(1,537,724	)		9,540,200

Shareholders’ Equity
Common stock		318			-						318
Additional paid in capital		16,145,954			-						16,145,954
Common stock subscribed		1			-						1
Accumulated deficit		(14,412,019	)		(3,844,512	)					(18,256,531	)
Treasury stock		(149,500	)		-						(149,500	)
Total shareholders’ equity		1,584,754			(3,844,512	)					(2,259,758	)

Total liabilities and shareholders’ equity		7,619,728			1,198,438			(1,537,724	)		7,280,442

MamaMancini’s Holdings, Inc.

Pro Forma Combined Statement of Operations

For the Nine Months Ended October 31, 2017

(Unaudited)

	MamaMancini			Joseph Epstein Foods			Eliminations			Combined Balance

Sales, net		19,714,090			13,443,949			(13,443,949	)		19,714,090
Cost of sales		13,443,949			13,047,131			(13,443,949	)		13,047,131
		6,270,141			396,818			-			6,666,959
								-
Operating Expenses
Research and development		77,647			-						77,647
General and administrative		5,251,090			504,032						5,755,122
		5,328,737			504,032						5,832,769

Income from operations		941,404			(107,214	)		-			834,190

Other Expense
Interest expense		528,969			42,615						571,584
Amortization of debt discount		56,457			-						56,457
		585,426			42,615						628,041

Net income (loss)		355,978			(149,829	)		-			206,149

Less preferred dividends		(91,565	)		-						(91,565	)

Net income (loss) available to common shareholders		264,413			(149,829	)		-			114,584

Net income (loss) per common share - basic											0.00
Net income (loss) per common share - diluted											0.00
Weighted average common shares outstanding - basic											29,152,736
Weighted average common shares outstanding - diluted											30,932,182

MamaMancini’s Holdings, Inc.

Pro Forma Combined Statement of Operations

For the Year Ended January 31, 2017

	MamaMancini			Joseph Epstein Foods			Eliminations			Combined Balance

Sales, net		18,048,792			11,555,976			(11,555,976	)		18,048,792
Cost of sales		11,555,976			10,924,150			(11,555,976	)		10,924,150
		6,492,816			631,826			-			7,124,642

Operating Expenses
Research and development		144,013			-						144,013
General and administrative		5,941,794			581,187						6,522,981
		6,085,807			581,187						6,666,994

Income from operations		407,009			50,639			-			457,648

Other Expense
Interest expense		667,623			61,484						729,107
Amortization of debt discount		28,526			-						28,526
		696,149			61,484						757,633

Net income (loss)		(289,140	)		(10,845	)		-			(299,985	)

Less preferred dividends		(204,921	)		-						(204,921	)

Net income (loss) available to common shareholders		(494,061	)		(10,845	)		-			(504,906	)

Net income (loss) per common share - basic											(0.02	)
Net income (loss) per common share - diluted											(0.02	)
Weighted average common shares outstanding - basic											27,100,316
Weighted average common shares outstanding - diluted											27,100,316

MamaMancini’s Holdings, Inc.

Pro Forma Combined Statement of Operations

For the Year Ended January 31, 2016

	MamaMancini			Joseph Epstein Foods			Eliminations			Combined Balance

Sales, net	$	12,603,447		$	9,006,220		$	(9,006,220	)	$	12,603,447

Cost of sales:
Cost of goods sold		9,006,220			8,494,544			(9,006,220	)		8,494,544
Write-off of inventory		-			437,800			-			437,800
Total cost of sales		9,006,220			8,932,344			(9,006,220	)		8,932,344

Gross Profit (Loss)		3,597,227			73,876			-			3,671,103

Operating Expenses:
Research and development		107,632			-			-			107,632
General and Administrative Expenses		5,748,912			610,434			-			6,359,346
Total operating expenses		5,856,544			610,434			-			6,466,978

Income (Loss) From Operations		(2,259,317	)		(536,558	)		-			(2,795,875	)

Other Income (Expense)
Interest expense		555,071			53,414			-			608,485
Amortization of debt discount		261,670									261,670
Amortization of debt closing costs		55,471									55,471
Loss on debt extinguishment		380,089			-			-			380,089
Total Other Income (Expense)		1,252,301			53,414			-			1,305,715

Net income (loss)	$	(3,511,618	)	$	(589,972	)	$	-		$	(4,101,590	)

Less: preferred dividends		(66,992	)								(66,992	)

Net income (loss) available to common shareholders	$	(3,578,610	)	$	(589,972	)	$	-		$	(4,168,582	)

Net income (loss) per common share - basic											(0.16	)
Net income (loss) per common share - diluted											(0.16	)
Weighted average common shares outstanding - basic											26,147,913
Weighted average common shares outstanding - diluted											26,147,913

MAMAMANCINI’S HOLDINGS, INC.

NOTES TO 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 Joseph Epstein Food Enterprises, Inc. which closed on November 1, 2017.

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 Acquisition; (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 combined balance sheet has been presented as of October 31, 2017. The unaudited pro forma combined statements of operations for the periods ended October 31, 2017, January 31, 2017 and January 31, 2016 have been presented as if the acquisition had occurred as if the Merger Transaction took place at the beginning of the periods presented, or February 1, 2016.

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 elimination of inter-company balances.

The adjustments included in the pro forma statement of operations for the years ended January 2016 and 2017 and for the nine months ended October 31, 2017 are as follows:

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