UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ended: December 31, 20172021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 

For the transition period from ___________ to ___________

Commission file number: 333-207488

HOMETOWN INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter) 

(856) 759-9034+853 6666 8542

Registrant’s telephone number, including area code 

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

Securities registered pursuant to Section 12(g) of the Exchange Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐

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

☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

Yes ☐ Yes No ☒

TheAs of June 30, 2021, the aggregate market value of the voting and non-voting common equity held by non-affiliates computedwas $1,797,004. At that time, there were 1,797,004 shares of common stock of the registrant not held by reference toaffiliates. To date, there has been a limited public market for the registrant’s common stock. Therefore, for the purposes of this calculation, the registrant has valued its shares of common stock at $1.00 per share, based upon the price at which the common equity wasregistrant last sold or the average bid and asked priceshares of suchits common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter is not ascertainable as there is no market for the common equity of the registrant.stock in a private placement consummated on April 14, 2020.

As of March 28, 2018,14, 2022, the number of shares of common stock of the registrant outstanding is 5,235,340,was 7,797,004, par value $0.0001 per share.

TABLE OF CONTENTS

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains “forward-looking statements”. Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue”“continue,” negatives thereof, or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved, and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this Annual Report on Form 10-K and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the Annual Report on Form 10-K. All subsequent written and oral forward-looking statements concerning other matters addressed in this Annual Report on Form 10-K and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this Annual Report on Form 10-K.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.

PART I

ITEM 1. BUSINESS.

Overview

Hometown International, Inc. (the “Company”“Company,” “we,” “us,” or “our”) was incorporated on May 19, 2014 under the laws of the State of Nevada. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli, Limited Liability CompanyLLC (“Your Hometown Deli”), we operate a delicatessen store that features “home-style” sandwiches and other entrees in a casual and friendly atmosphere. The store is designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company’s first unit was built in Paulsboro, New Jersey.

On January 18, 2014, Your Hometown Deli was formed under the laws of State of New Jersey. On May 29, 2014, Your Hometown Deli entered into a Membership Interest Purchase Agreement with the Company and, as a result, is now a wholly-owned subsidiary of our Company. ours.

We introduced theour delicatessen concept under the Your Hometown Deli brand name. Based on the Paulsboro unit’s performance, we may consider expanding the concept to other communities throughout the United States.

The Company is the originator of a new “Delicatessen” concept called “Your Hometown Deli.” Your Hometown DelisDeli model features “home-style” sandwiches, food items, and groceries, in a casual and friendly atmosphere. The plan is for all Your Hometown Delis areto be designed to be comfortable community gathering places for customers of all ages. The Company seeks to create an establishment that will appeal to local residents and commuting workers, conveniently offering high-quality products at fair prices. Targeted towards smaller towns and communities,To date, the Company’s first and only location was opened in Paulsboro, New Jersey on October 14, 2015. We began generating revenue from the sales of our food and beverage since our soft opening in mid-October 2015.

During the year ended December 31, 2021, we continued to refine our menu and operating hours. We have limited our advertising, mainly using social media and direct mailing to residents in towns around our store. We have incurred losses in the development of our business and expect our losses to continue during 2022.

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or to reject any such opportunities.

We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

The Company has identified a potential target company and is currently engaged in discussions regarding a possible business combination. The consummation of the transaction is contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in those agreements, and other conditions, including, but not limited to, satisfactory completion by the Company and the target of all necessary business and legal due diligence. There is no assurance that the Company will consummate a transaction with this potential target company, or successfully identify and evaluate other suitable business opportunities, or that the Company will conclude a business combination at all.

Following any business combination we consummate our management will continue to evaluate and determine the viability of our existing delicatessen business currently operated through Your Hometown Deli.

Recent Developments

Impact of Current Coronavirus (COVID-19) Pandemic on the Company

We were forced to temporarily close our delicatessen located in Paulsboro, New Jersey, due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The delicatessen was re-opened on September 8, 2020, with a “soft opening” to a limited audience, prior to its “Grand Re-Opening” to the public on September 22, 2020. The effects of COVID-19 continued to have a material impact on our business during 2021 by hindering staff availability, limiting the flow of customers into our delicatessen, and restricting our supply chain. Although we are unable to estimate the ultimate impact, it is anticipated that the COVID-19 pandemic will continue to impact our business in 2022.

Corporate Developments

The delicatessen was temporarily closed, beginning on August 1, 2021, while we changed management of Your Hometown Deli and hired a new operations manager for the store in Paulsboro, New Jersey. The delicatessen reopened on September 11, 2021, with increased staff and expanded hours.

The Your Hometown Deli Concept

Your Hometown Deli is a delicatessen concept that will focusfocuses on providing high-quality food products not available in local supermarkets or take-out restaurants. The delicatessen concept has a worldwide history with the term first appearing in the English language in 1889. The word “delicatessen” originates in the German language and means “delicacies” or “fine foods.” Delicatessens vary throughout the world, but, in the United States, a delicatessen (or “deli”) is a small retail store that is a blend of a grocery and a fast-food restaurant.

The Company’sOur Your Hometown Deli concept is patterned after traditional delicatessens, offering a wider and fresher menu than found at fast-food restaurants. Sandwiches and green salads are made fresh to order. Like many delis, Your Hometown Deli also serves some hot foods kept on a steam table, similar to a cafeteria. In addition to ready-to-eat food, the Your Hometown Deli sells cold cuts by weight. A wide variety of beverages are also sold together with potato chips and similar products.

In addition to our food offering, newspapers, limited household items andofferings, beverages, ice cream, small snack items, such as candy, cookies and chewing gums, are planned to be available for purchase. Your Hometown Deli also provides take-out service, online purchases, and delivery service via Grubhub.com, and limited seating in the store.

We have begunbegan generating revenue from the sales of our food and beverage since our soft opening in mid-October 2015. Besides the equipment, fixtures, and inventories we purchased for our deli store, weWe have limited assets. We had minimal working capitalrevenues as of the date of this annual report, andwhich we have used cash into fund our operating activities for the year then ended. These factors raise substantial doubt from our auditor about our ability to continue as a going concern.activities.

We have limited advertising using social media and direct mailing to residents in towns around our store, however, we recently placed an advertisement in a local high school sports calendar and have attended various local events with food samples and menus.  We have attended events like the Lighthouse Challenge held at Tinicum Rear Range Lighthouse and various political fundraisers throughout Gloucester County. We expect our losses to continue during 2018 as we continue to revise our menu and marketing plan to the local taste.Products 

Products

Your Hometown Deli provides sandwiches, soups, salads, deli meats/meats and cheeses, hot/hot and cold drinks, fresh breads/rollsbreads and small retail items for cooking, baking, and home use.rolls. Salads include made-to-order green salads, and prepared pasta, potato, chicken, or other variety of “wet” salads. Breakfast products include baked goods (breakfast pastries, bagels, toast), yogurt, and hot breakfast sandwiches. Fresh coffee, tea and other hot and cold beverages are also available for purchase.

Strategy

The Company’s business strategy is to create a food-centered social environment within the local community that offers higher-quality prepared food and ingredients than is typically found locally. The Company’s management believes that broader market trends and certain locality-specific attributes support this strategy. TheAccording to the United States Department of Labor, the average American eats out 4-5 times a week and according to the United States Department of Labor.week. Management of the Company believes the increased popularity of eating out in the United States is a social trend that is likely to continue in the future. In addition, if capital is available, management will select additional Your Hometown Deli locations that appear to support this strategy.

Location

Our continued existence is dependent upon our ability to continue to execute our operating plan to expand our delicatessen concept into other locations and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to us.  If we cannot obtain financing, or if we determine not to proceed with our business plan, we may decide to exit our existing business and explore potential strategic alternatives, including establishing a new business, or target an existing business for acquisition, without restriction to any specific business, industry or geographical location.

We may also expand our business by combining with private entity whose business presents an opportunity for our shareholders. The Company has identified a potential target company and is currently engaged in discussions regarding a possible business combination involving the two companies. The consummation of the transaction is contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in those agreements, and other conditions, including, but not limited to, satisfactory completion by the Company and the target of all necessary business and legal due diligence. There is no assurance that the Company will consummate a transaction with this potential target company, or successfully identify and evaluate other suitable business opportunities, or that the Company will conclude a business combination at all.

Location

The Company’s firstsole location is in Paulsboro, a borough in Gloucester County, New Jersey, that was founded in 1904. Paulsboro is located directly across the Delaware River from the city of Philadelphia and the Philadelphia airport. Your Hometown Deli is located on a property in the commercial area of downtown Paulsboro that has two buildings. The front building is the location of the new Your Hometown Deli, as well as the local Conrail offices.Rutgers University’s School of Public Health offices that are conducting a research study. The rear building is used throughout the week as a practice facility by the local wrestling club and other sports groups. Paulsboro has a national reputation for its wrestling activities and one of the Company’s founders is a leader in the sport of wrestling.

The borough of Paulsboro is undergoing a redevelopment phase from a petroleum products specialty port into an adaptable “OmniPort” able to handle a diversity of bulk, break bulk cargo and shipping containers. Studies completed in 2012 concluded that the port is well suited to become a center for the manufacturing, assembly, and transport of wind turbines and platforms for the development of Atlantic Wind Connection. The port is located approximately one mile from the site of the Your Hometown Deli. The Company’s management believes that hundreds of employees around the area will eventually pass the Your Hometown Deli, the only food establishment on the main commuter route to the Port.

The Market

The local Paulsboro market is small, but conducive to hosting a Your Hometown Deli. According to the 2010 United States Census,NJ Gazetteer, there were 6,0975862 people and 2,2862198 households residing in the borough.borough as of July 1, 2020. The median household income was $43,846.$44,250.  The broader Philadelphia Metropolitan Statistical Area is the sixth-largesteight-largest metropolitan area in the United States with a population to 6.536.1 million people.

The Company anticipates drawingCompany’s customers fromare mainly people living in Paulsboro and the adjacent communities of Greenwich, Clarksboro and West Deptford, New Jersey. Commuting workers are also anticipated to bemake up a large number of our delicatessen’s customers.

Local students and coaches who frequently use the sports practice facility on the property arecontinue to be another group of potential customers. The practice facility is also home to the “The Monster Factory,” a professional wrestling training and wrestling match promotions organization. In business more than 30 years, the Monster Factory has become “the world’s most famous wrestling school” and has been featured in the Rolling Stone, NewsWeek, and Wall Street Journal. Attendees of The Company believes that the attendees of Monster Factory wrestling events are potentialbecoming more consistent customers for Your Hometown Deli.

Local competing delicatessen concept stores include Wally’s Grocery & Deli.Wawa and Royal Farms. Other dining and grocery options in the area include locally owned pizzerias, seafood, and fine dining restaurants. Fast food options in the vicinity include McDonalds, Burger King, and Wendy’s. Grocery stores include Wawa, Dollar General, Heritage’s Dairy Stores and Fair Deal Food Market.Save A Lot.

Employees

Employees

The Company presently has fourno full-time employees apart from its officerssole officer and directors, Paul F. Morina, President and Christine T. Lindenmuth, Vice President. Both aredirector, Peter Coker, Jr., who is currently working for the Company without any compensation. From time to time, the Company may hire moreYour Hometown Deli presently has no fulltime employees based on its business needs and these decisions will be made by the officers if and when appropriate.three part-time employees working at our Paulsboro, New Jersey location.

Sales and Marketing

The Company relies heavily on word of mouth for its marketing. The Company’s founders have close ties to the community in which the first store is located in and Company believes that these relationships will help the Company’s sales and marketing efforts. A portion of the Company’s marketing budget is allocated to be spent on signage and other forms of local advertising. Social media is also usedWe use Facebook to describe the quality, atmosphere, products, specials, customer opinions and general information about the Your Hometown Deli’s operation. All sales and marketing messages will attempt to describe the unique character of the Your Hometown Deli and its family-oriented style and old-world feel.

Seasonality

We do not have a seasonal business cycle. However, we may offer seasonal food items or adjust our menu items depending on the seasons.

Environmental Matters

Our business currently does not implicate any environmental regulation.

Intellectual Property

We do not hold any patents, trademarks or other registered intellectual property on products relating to our business except that we have a Facebook page. However, from time to time, we may apply for patents, trademarks or other registered intellectual property essential to the protection of our brand and success of our business.

ITEM 1A. RISK FACTORS

SmallerRisks Related to our Business

Our financial condition and results of operations have been and are expected to continue to be adversely affected by the recent coronavirus outbreak.

In December 2019, a novel strain of coronavirus, known as COVID-19, was first reported and was subsequently declared a pandemic by the World Health Organization in March 2020. To date, this outbreak has surfaced in nearly all regions around the world, and as the pandemic continues to spread, particularly in the United States, businesses as well as federal, state and local governments have implemented significant actions to attempt to mitigate this public health crisis. As a result, on March 23, 2020, we were forced to temporarily close our delicatessen due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The delicatessen was re-opened on September 8, 2020, with a “soft opening” to a limited audience, prior to its “Grand Re-Opening” to the public on September 22, 2020. We experienced a decrease in revenues as a result of the COVID-19 pandemic even before the stay-at-home order was issued. Even now that the order is lifted and the delicatessen is re-opened, we have had and may continue to have a slowdown in customer’s visits due to the current economic condition. There is no assurance that we will be able to generate sufficient revenues. The further spread of COVID-19, and the requirements to take action to mitigate the spread of the pandemic, will impact our ability to carry out our business as usual and may materially adversely impact global economic conditions, our business, results of operations, cash flows and financial condition. Even now that we have reopened our store, we might be subject to modified hours and conditions. Moreover, should New Jersey fail to fully contain COVID-19 or suffer a COVID-19 relapse, the market for our deli may not recover quickly, or at all, which could have a material adverse effect on our business and results of operations. As a result, we may incur additional impairment charges to our inventory, store and corporate assets, any of which may have a significant or material impact on our financial results. The extent to which COVID-19 impacts our results will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the scope and duration of actions to contain COVID-19 or treat its impact, among others. While such actions may be relaxed or rolled back if and when the pandemic abates, the actions may be reinstated as it continues to evolve. The scope and timing of any such reinstatements are difficult to predict and may materially affect our future operations.

Economic conditions in the United States could adversely affect our business and financial results.

As a retailer that is dependent upon consumer discretionary spending, our results of operations are sensitive to changes in or uncertainty about macro-economic conditions. Our customers may have less money for discretionary purchases and may stop or reduce their purchases of our products or trade down to competitors’ lower priced foods as a result of job losses, foreclosures, bankruptcies, increased fuel and energy costs, higher interest rates, inflation, higher taxes, reduced access to credit, economic uncertainty and potential negative impacts relating to federal economic policy changes and recent international trade disputes. These factors may also result in a general downturn in the restaurant industry. Decreases in customer traffic and/or average value per transaction will negatively impact our financial performance as reduced revenues without a corresponding decrease in expenses result in sales de-leveraging, which creates downward pressure on margins and also negatively impacts net revenues, operating income and earnings per share. There is also a risk that if negative economic conditions or uncertainty persist for a long period of time or worsen, consumers may make long-lasting changes to their discretionary purchasing behavior, including less frequent discretionary purchases on a more permanent basis.

If our business plans are not successful, we may not be able to continue operations and our shareholders may lose their entire investment in us.

Through our wholly owned subsidiary, Your Hometown Deli, we operate a delicatessen store that features “home-style” sandwiches and other entrees in a casual and friendly atmosphere. We planned to expand our Your Hometown Deli concept, but still currently have only one delicatessen location in Paulsboro, New Jersey. On March 23, 2020, we temporarily closed the delicatessen due to the stay-at-home order issued by the Governor of New Jersey. The deli was re-opened on September 8, 2020, with a “soft opening” to a limited audience, prior to its “Grand Re-Opening” to the public on September 22, 2020.

The Company experienced a decrease in revenues as a result of the COVID-19 pandemic even before the stay-at-home order was issued. Even though the delicatessen has been re-opened, the Company has had and may continue to have slowdowns in customer’s visit due to the current economic condition. There can be no assurance that we will generate sufficient revenues. The Company expects the growth rate and sales to be volatile in the near term. The Company slowly regains its customer base after reopening.

On April 14, 2020, the Company consummated a private offer and sale of an aggregate of 2,500,000 shares of common stock for gross cash proceeds to us of $2,500,000. On April 24, 2020, the Company fully repaid the notes payable to Peter L. Coker, Jr., our Chairman, in the principal amount of $285,126 and $46,978 of accrued interest. The loans, which were paid in full, were repaid from the proceeds of private placement. The Company plans to utilize the remainder of the proceeds for working capital and general corporate purposes, and to explore and evaluate potential merger candidates for the Company and to fund general corporate purposes. Management believes that the current working capital is sufficient to sustain its current operations at its current spending levels for the next 12 months. If we are not successful in expanding our Your Hometown Deli concept, or finding a business to merge with, we may need to cease our operations, which would result in our shareholders losing their entire investment in us.

We do not have any agreement for a business combination or other transaction.

As part of our growth strategy, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. The Company has identified a potential target company and is currently engaged in discussions regarding a possible business combination involving the two companies. The consummation of the transaction is contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in those agreements, and other conditions, including, but not limited to, satisfactory completion by the Company and the target of all necessary business and legal due diligence. There is no assurance that the Company will consummate a transaction with this potential target company, or successfully identify and evaluate other suitable business opportunities, or that the Company will conclude a business combination at all.

Future success is highly dependent on the ability of management to locate and attract a suitable acquisition.

The success of our proposed plan of operation will depend to a great extent on the operations, financial condition and management of an identified target company. While business combinations with entities having established operating histories are preferred, there can be no assurance that we will be successful in locating candidates meeting such criteria. The decision to enter into a business combination will likely be made without detailed feasibility studies, independent analysis, market surveys or similar information which, if we had more funds available to it, would be desirable. In the event we complete a business combination, the success of our operations will be dependent upon management of the target company and numerous other factors beyond our control. We cannot assure you that we will identify a target company and consummate a business combination.

There is competition for those private companies suitable for a merger or combination transaction of the type contemplated by management.

We are in a highly competitive market for a small number of business opportunities which could reduce the likelihood of consummating a successful business combination. We are and will continue to be an insignificant participant in the business of seeking mergers with, joint ventures with, and acquisitions of, small private and public entities. A large number of established and well-financed entities, including small public companies and venture capital firms, are active in mergers and acquisitions of companies that may be desirable target candidates for us. Nearly all these entities have significantly greater financial resources, technical expertise and managerial capabilities than we do. Consequently, we will be at a competitive disadvantage in identifying possible business opportunities and successfully completing a business combination. These competitive factors may reduce the likelihood of our identifying and consummating a successful business combination.

We have not conducted market research to identify business opportunities, which may affect our ability to identify a business to merge with or acquire.

We have neither conducted nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a merger or acquisition as contemplated by us. Our management has not identified any specific business combination or other transactions for formal evaluation by us, such that it may be expected that any such target business or transaction will present such a level of risk that conventional private or public offerings of securities or conventional bank financing will not be available. There is no assurance that we will be able to acquire a business opportunity on terms favorable to us. Decisions as to which business opportunity to participate in will be unilaterally made by our management, which may act without the consent, vote or approval of our stockholders.

Management intends to devote only a limited amount of time to seeking a target company, which may adversely impact our ability to identify a suitable acquisition candidate.

While seeking a business combination, management anticipates devoting very limited time to our affairs in total. Mr. Coker, our sole officer and director, has not entered into a written employment agreement with us and is not expected to do so in the foreseeable future. This limited commitment may adversely impact our ability to identify and consummate a successful business combination. We are dependent on the services of our management to obtain the additional capital required to implement our business plan, which includes building out our existing business, as well as investigating, negotiating and integrating potential acquisition opportunities. The loss of services of our officer could have a substantial adverse effect on us. The expansion of our business will be largely contingent on our ability to attract and retain highly qualified corporate and operations level management team. We cannot assure you that we will find suitable management personnel or will have financial resources to attract or retain such people if found.

The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a merger or acquisition with the most attractive private companies.

Target companies that are private, or that fail to comply with SEC reporting requirements, may delay or preclude acquisition. Sections 13 and 15(d) of the Exchange Act require reporting companies to provide certain information about significant acquisitions, including audited consolidated financial statements for the company acquired. The time and additional costs that may be incurred by some target entities to prepare these statements may significantly delay or essentially preclude consummation of an acquisition. Otherwise-suitable acquisition prospects that do not have or are unable to obtain the required audited statements may be inappropriate for acquisition.

Any potential acquisition or merger with a foreign company may subject us to additional risks.

If we enter into a business combination with a foreign concern, we will be subject to risks inherent in business operations outside of the United States. These risks include, for example, currency fluctuations, regulatory problems, punitive tariffs, unstable local tax policies, trade embargoes, risks related to shipment of raw materials and finished goods across national borders and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross national product, rate of inflation, market development, rate of savings, and capital investment, resource self-sufficiency and balance of payments positions, and in other respects.

We may need to raise additional capital to consummate a merger or business combination. If our outstanding warrants operations do not requiredproduce the necessary cash needed, or if we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors.

There is no assurance that we will be able to obtain additional funding when it is needed, or that such funding, if available, will be obtainable on terms acceptable to us. As of the date hereof, we have an aggregate of 38,985,020 Class A Warrants, 38,985,020 Class B Warrants, 38,985,020 Class C Warrants, and 38,985,020 Class D Warrants issued and outstanding. However, there is no guarantee that the warrant holders will exercise their warrants to provide the information requiredCompany with cash needed for operations. If we cannot obtain needed funds, we may be forced to reduce or cease our activities with consequent loss to investors. In addition, should we incur significant presently unforeseen expenses or delays, we may not be able to accomplish our goals.

Our shareholders may not be afforded an opportunity to vote on our proposed business combination.

We might consummate a business combination without obtaining shareholder approval of such transaction. Although a business combination might be structured so that obtaining shareholder approval of the business combination at a meeting called for such purpose would be a condition to closing, it is possible that we will consummate a business combination without the need for obtaining such approval. The decision as to whether we will seek shareholder approval of a proposed business combination or not will be made by this item.us, solely in our discretion, and will be based on a variety of factors such as the structure of the transaction, the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval.

Our failure to adopt certain corporate governance procedures may prevent us from obtaining a listing on a national securities exchange.

We do not have an audit, compensation or nominating and corporate governance committee. The functions such committees would perform are performed by the board as a whole. Consequently, there is a potential conflict of interest in board decisions that may adversely affect our ability to become a listed security on a national securities exchange and as a result adversely affect the liquidity of our Common Stock.

Risks Related to our Common Stock

Since we are traded on the OTC Markets, an active, liquid trading market for our common stock may not develop or be sustained. If and when an active market develops the price of our common stock may be volatile.

Presently, our common stock is traded on the OTC Pink tier of the OTC Markets. There is limited trading in our stock and in the absence of an active trading market investors may have difficulty buying and selling or obtaining market quotations, market visibility for shares of our common stock may be limited, and a lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our common stock.

The lack of an active market impairs your ability to sell your shares at the time you wish to sell them or at a price that you consider reasonable. The lack of an active market may also reduce the fair market value of your shares. An inactive market may also impair our ability to raise capital to continue to fund operations by selling shares.

Trading in stocks quoted on the OTC Pink tier of the OTC Markets is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to do with our operations or business prospects. The securities market has from time-to-time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock.  Moreover, the OTC Pink tier of the OTC Markets is not a stock exchange, and trading of securities is often more sporadic than the trading of securities listed on a quotation system like Nasdaq or any other national stock exchange. Accordingly, stockholders may have difficulty reselling any shares of common stock.

There is no assurance that we will be able to pay dividends to our shareholders, which means that you could receive little or no return on your investment.

Payment of dividends from our earnings and profits may be made at the sole discretion of our board of directors. There is no assurance that we will generate any distributable cash from operations.  Our board may elect to retain cash for operating purposes, debt retirement, or some other purpose. Consequently, you may receive little or no return on your investment.

Our shares will be subordinate to all of our debts and liabilities, which increases the risk that you could lose your entire investment.

Our shares are equity interests that will be subordinate to all of our current and future indebtedness with respect to claims on our assets. In any liquidation, all of our debts and liabilities must be paid before any payment is made to our shareholders. The amount of any debt financing we incur creates a substantial risk that in the event of our bankruptcy, liquidation or reorganization, we may have no assets remaining for distribution to our shareholders after payment of our debts.

We may, in the future, issue additional common shares, which would reduce investors’ percent of ownership and may dilute our share value.

Our Articles of Incorporation authorizes the issuance of 250,000,000 shares of capital stock. We have an aggregate of 155,940,080 warrants issued and outstanding which are all currently exercisable. The future issuance of common stock will result in substantial dilution in the percentage of our common stock held by our then existing shareholders. We may value any common stock issued in the future on an arbitrary basis. The issuance of common stock for future services or acquisitions or other corporate actions may have the effect of diluting the value of the shares held by our investors and might have an adverse effect on any trading market for our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

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

ITEM 2. PROPERTIES.PROPERTIES

The Company’s principal executive office and mailing address is 25 E. Grant500 W. 5th Street, Woodstown, NJ 08098.Suite 800, PMB # 57, Winston Salem, NC 27101. Our telephone number is (856) 759-9034.+853 6666 8542. On January 1, 2022, the Company entered into a six-month non-cancelable operating lease with an unrelated party for its office space at a monthly rate of $350 per month. At the end of six months, the Company has an option to renew for an additional six months at a monthly rate of $375.

On July 1, 2014, the Company entered into a five-year non-cancelable operating lease with Mantua Creek Group, LLC (“Mantua”), a related party for the store space at 541A Mantua Ave, Paulsboro, NJ 08066 for a monthly rate of $500. As extended on March 22, 2021, the term of the lease runs through June 30, 2023.

ITEM 3. LEGAL PROCEEDINGS

ITEM 3.LEGAL PROCEEDINGS

Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, as of the date of this annual report, we are currently not involved with any such legal proceedings or claims.

ITEM 4. MINE SAFETY DISCLOSURES.DISCLOSURES

Not Applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

Although our Common StockOur common stock is not listed on a public exchange, we filed to obtain a quotation on the OTCQB. In order to be quoted on the OTCQB a market maker must file an application onunder the symbol “HWIN”. On March 11, 2022, the closing price of our behalf in order to make a market for our Common Stock. As ofcommon stock as reported by the date of this annual, we have engaged with a market maker to file an application with FINRA to have our Common Stock quoted on the OTCQB. However, there can be no assurance that the application for quotation will be approved by FINRA, or, if quoted, that a public market will materialize.OTC Pink Market was $14.00 per share.

Holders

As of December 31, 2017, we hadMarch 14, 2022, there were approximately 3560 holders of our common stock.

Dividends

We have not paid any cash dividends to our shareholders. The declaration of any future cash dividends is at the discretion of our Board and depends upon our earnings, if any, our capital requirements and financial position, our general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has no equity compensation plans.

Recent Sales of Unregistered Securities

None.There were no sales of equity securities during the period covered by this Annual Report on Form 10-K that were not registered under the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.

Issuer Purchases of Equity Securities

On March 18, 2020, the Company repurchased an aggregate of 38,336 shares of the Company’s common stock (the “Repurchased Shares”) from a total of 11 shareholders, at a purchase price of $1.00 per share. The Repurchased Shares were returned to the Company’s number of authorized but unissued shares of common stock.

ITEM 6. SELECTED FINANCIAL DATA.[RESERVED]

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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

You should read the following discussion together with our financial statements and the related notes included elsewhere in this annual report on Form 10-K. This discussion contains forward-looking statements that are based on our current expectations, estimates and projections about our business and operations. Our actual results may differ materially from those currently anticipated and expressed in such forward-looking statements.

Overview

IncorporatedHometown International, Inc. (the “Company,” “we,” “us,” or “our”) was incorporated on May 19, 2014 under the laws of the State of Nevada, Hometown International, Inc.Nevada. The Company is the originator of a new Delicatessen concept. Through our wholly-owned subsidiary, Your Hometown Deli, Limited Liability CompanyLLC (“Your Hometown Deli”), we operate a delicatessen store that features “home-style” sandwiches and other entrees in a casual and friendly atmosphere. The stores arestore is designed to offer local patrons of all ages with a comfortable community gathering places. Targeted towards smaller towns and communities, the Company’s first unit is locatedwas built in Paulsboro, New Jersey.

On January 18, 2014, Your Hometown Deli LLC. was formed under the laws of State of New Jersey. On May 29, 2014, Your Hometown Deli LLC, entered into a Membership Interest Purchase Agreement with ourthe Company and, as a result, is now a wholly-owned subsidiary of our Company. ours.

We introduced theour delicatessen concept under the Your Hometown Deli brand name. BasedThe Your Hometown Deli model features “home-style” sandwiches, food items, and groceries, in a casual and friendly atmosphere. The plan is for all Your Hometown Delis are designed to be comfortable community gathering places for customers of all ages. The Company seeks to create an establishment that will appeal to local residents and commuting workers, conveniently offering high-quality products at fair prices. To date, the Company’s first and only location was opened in Paulsboro, New Jersey on the Paulsboro unit’s performance, we may consider expanding the concept to other communities throughout the United States.

In October 2015, we closed a Regulation D Rule 506 offering in which we offered up to 300,000 units (the “Units”), consisting of one (1) share of Common Stock and two (2) warrants each to purchase one (1) share of Common Stock at an exercise price of $2.50 per share. The Units were offered at a price of $0.75 per Unit and there was no minimum subscription requirement for the investors. Upon completion of the offering, we sold 242,340 Units. The warrants have expired as of December 31, 2017.

14, 2015. We began generating revenue from the sales of our food and beverage since our soft opening in mid-October 2015. Besides the equipment, fixtures, and inventories we purchased for our deli store, we have limited assets. We had minimal working capital as of the date of this annual report and used cash in operating activities for the reporting period then ended. These factors raise substantial doubt from our auditor about our ability to continue as a going concern.

During the year ended December 31, 2017,2021, we continued to refine our menu and operating hours. We have limited our advertising, mainly using social media and direct mailing to residents in towns around our store, however, we recently placed an advertisement in a local high school sports calendar and have attended various local events with food samples and menus.store. We have attended events likeincurred losses in the Lighthouse Challenge held at Tinicum Rear Range Lighthousedevelopment of our business and various political fundraisers throughout Gloucester County. We expect our losses to continue asduring 2022.

Going forward, we intend to seek, investigate and, if such investigation warrants, engage in a business combination with a private entity whose business presents an opportunity for our shareholders. Our objectives discussed below are extremely general and are not intended to restrict discretion of our board of directors to search for and enter into potential business opportunities or to reject any such opportunities.

We will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business. Further, we may acquire or combine with a venture that is in its preliminary or early stages of development, one that is already in operation or one that is in a more mature stage of its corporate existence. Accordingly, business opportunities may be available in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities difficult and complex.

The analysis of new business opportunities will be undertaken by or under the supervision of our executive officers and directors, none of whom is a business analyst. Therefore, it is anticipated that outside consultants or advisors may be utilized to assist us in the search for and analysis of qualified target companies.

The Company has identified a potential target company and is currently engaged in discussions regarding a possible business combination. The consummation of the transaction is contingent upon the parties entering into definitive agreements and satisfaction of the closing conditions set forth in those agreements, and other conditions, including, but not limited to, satisfactory completion by the Company and the target of all necessary business and legal due diligence. There is no assurance that the Company will consummate a transaction with this potential target company, or successfully identify and evaluate other suitable business opportunities, or that the Company will conclude a business combination at all.

Following any business combination we consummate our management will continue to reviseevaluate and determine the viability of our menu and marketing plan to the local taste.existing delicatessen business currently operated through Your Hometown Deli.

As reflected in the financial statements include with this Annual Report on Form 10-K, the Company used cash in operations of $47,660$396,185 and has a net loss from operations of $104,595$481,287 and an accumulated deficit of $548,736$1,919,563 for the fiscal year ended December 31, 2017. These factors raise substantial doubt2021.

Recent Developments

Impact of Current Coronavirus (COVID-19) Pandemic on the Company

We were forced to temporarily close our delicatessen located in Paulsboro, New Jersey, due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The delicatessen was re-opened on September 8, 2020, with a “soft opening” to a limited audience, prior to its “Grand Re-Opening” to the public on September 22, 2020. The effects of COVID-19 continued to have a material impact on our auditor aboutbusiness during 2021 by hindering staff availability, limiting the flow of customers into our abilitydelicatessen, and restricting our supply chain. Although we are unable to estimate the ultimate impact, it is anticipated that the COVID-19 pandemic will continue as a going concern as of December 31, 2017. We have begun generating revenue sinceto impact our soft openingbusiness in mid-October, 2015. However,2022.

Corporate Developments

The delicatessen was temporarily closed, beginning on August 1, 2021, while we believechanged management of Your Hometown Deli and hired a new operations manager for the store in the viability of our strategy to generate sufficient revenuesPaulsboro, New Jersey. The delicatessen reopened on September 11, 2021, with increased staff and in our ability to raise additional funds, there can be no assurances to that effect and our cash position may not be sufficient to support our daily operations. Our continued existence is dependent upon our ability to continue to execute our operating plan and to obtain additional debt or equity financing. There can be no assurance the necessary debt or equity financing will be available or will be available on terms acceptable to our company.expanded hours.

Critical Accounting Policies and Estimates

Use of Estimates in Financial StatementsEstimate

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates include valuation of in kindin-kind contribution of service and valuation of deferred tax assets. Actual results could differ from those estimates.

Fair value measurements and Fair value of Financial InstrumentsRevenue Recognition

The Company measures its financial assets and liabilitiesrecognizes revenue in accordance with GAAP. For certain of our financial instruments, including cash, accounts payable, and the short-term portion of long-term debt, the carrying amounts approximate fair value due to their short maturities. We adopted accounting guidance for financial and non-financial assets and liabilities (ASC 820). The adoption did not have a material impact on our results of operations, financial position or liquidity. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. This guidance does not apply to measurements related to share-based payments. This guidance discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow), and the cost approach (cost to replace the service capacity of an asset or replacement cost). The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Revenue Recognition

The Company will recognize revenue on arrangements in accordance with FASB ASC No. 605, “Revenue Recognition”. In all cases, revenue is recognized only when the price is fixed and determinable, persuasive evidence of an arrangement exists, the service is performed and collectability of the resulting receivable is reasonably assured. The Company generates revenue operating a delicatessen deli. Revenue from the operations of Company-owned delicatessen delis are recognized when sales occur.

Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (ASU) 2016-01, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the impact of adopting this guidance.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Topic 842 affects any entity that enters into a lease, with some specified scope exemptions. The guidance in this Update supersedes Topic 840, Leases. The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from leases. A lessee should recognize in the statement of financial position a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of adopting ASU No. 2016-02 on our consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10,Codification, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which provides further guidance on identifying performance obligations and improves the operability and understandability of licensing implementation guidance. The effective date for ASU 2016-10 is the same as the effective date of ASU 2014-09 as amended by ASU 2015-14, for annual reporting periods beginning after December 15, 2017, including interim periods within those years.  In May 2016, the FASB issued ASU 2016-12 “Revenue from Contracts with Customers (Topic 606) - Narrow-Scope Improvements and Practical Expedients,” which amends the guidance on transition, collectability, non-cash consideration, and the presentation of sales and other similar taxes. ASU 2016-12 clarifies that, for a contract to be considered completed at transition, all (or substantially all) of the revenue must have been recognized under legacy GAAP. In addition, ASU 2016-12 clarifies how an entity should evaluate the collectability threshold and when an entity can recognize nonrefundable consideration received as revenue if an arrangement does not meet the standard’s contract criteria.. The standard allows for both retrospective and modified retrospective methods of adoption. The Company is currently evaluating the impact of ASU 2016-10 on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which aims to eliminate diversity in practice in how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Topic 230, Statement of Cash Flows, and other Topics. ASU 2016-15 is effective for annual reporting periods, and interim periods therein, beginning after December 15, 2017 (fiscal year 2019 for the Company). The Company is currently evaluating the potential effects of the adoption of ASU 2016-15 on its Consolidated Financial Statements.

In October 2016, the FASB issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers Other than Inventory (ASU 2016-16), which requires companies to recognize the income-tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs, rather than when the asset has been sold to an outside party. We will adopt the new standard effective January 1, 2018, using the modified retrospective transition approach through a cumulative-effect adjustment to retained earnings as of the effective date. A cumulative-effect adjustment will capture the write-off of income tax consequences deferred from past intra-entity transfers involving assets other than inventory, new deferred tax assets, and other liabilities for amounts not currently recognized under U.S. GAAP. Based on transactions up to December 31, 2017, we do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. We will adopt the new standard effective January 1, 2018, using the retrospective transition approach for all periods presented. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (ASU 2017-01), which revises the definition of a business and provides new guidance in evaluating when a set of transferred assets and activities is a business. We will adopt the new standard effective January 1, 2018, on a prospective basis and do not expect the standard to have a material impact on our consolidated financial statements.

In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04), which eliminates step two from the goodwill impairment test. Under ASU 2017-04,states that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an impairment charge foramount that reflects the amount byconsideration to which the carrying amountentity expects to be entitled in exchange for those goods or services.

The Company generates revenue operating a delicatessen. Revenues from the operations of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance will be effective for us in the first quarter of 2020 on a prospective basis, and early adoption is permitted. We do not expect the standard to have a material impact on our consolidated financial statements.Company-owned delicatessen are recognized when sales occur.

Recent Accounting Pronouncements

All other newly issued accounting pronouncements, but not yet effective, have been deemed either immaterial or not applicable.

Results of Operations

For the years ended December 31, 2017 and December 31, 2016

Comparison for the Fiscal Year Ended December 31, 20172021 and 20162020

We generated $50,432revenue of $25,004 and $76,213$13,976 for the years ended December 31, 2021 and 2020, respectively. The increase in revenue is attributed to the easing of COVID-19 restriction in 2021, as compared to 2020. We had been forced to temporarily close our delicatessen located in Paulsboro, New Jersey, in 2020 due to the stay-at-home order issued by the Governor of New Jersey on March 9, 2020, resulting from the outbreak of COVID-19. The increase in revenue is mainly attributed to an increase in customer’s visits following the re-opening of our delicatessen as a result of the easing of restrictions related to the COVID-19 pandemic.

Our total cost and expenses were $511,223 for the fiscal year ended December 31, 2017 and 2016, respectively. We incurred operating expenses of $139,239 and $256,8302021, compared to $638,414 for the fiscal year ended December 31, 20172020. The total cost and 2016, respectively. Our operating expenses fordecreased by approximately 20% primarily as a result of a decrease of $160,000 in consulting fees paid to related parties and a decrease of $50,693 in professional fees related to the fiscalpreparation and filing of a registration statement by the Company during the year ended December 31, 2017 consisted2020, offset by an increase in food costs of food, beverage and supplies of $35,908,$11,080, an increase in labor costs of $3,453, professional$15,176, an increase of $52,500 in consulting fees paid during year ended December 31, 2021, and an increase of $32,484$8,706 in general and administrative expenses. The increase in general and administrative fees was attributable to fees required in connection with filings with the SEC and an increase in general business expenses.

We incurred a loss from operations of $50,200, compared to food, beverage$486,219 and supplies of $50,353, labor costs of $14,127, consulting fees of $80,000, professional fees of $39,055 and general and administrative expenses of $55,474$624,438 for the fiscalyears ended December 31, 2021 and 2020, respectively. The decrease in loss from operations is mainly attributable to a decrease in total costs and expenses slightly offset by our increase in revenue during the year ended December 31, 2016. We2021, as compared to the same period ended December 31, 2020.

Other income for the year ended December 31, 2021 was $0 as compared to $1,000 in 2020, resulting from the New Jersey Economic Development Authority grant we received in 2020 from the NJEDA Small Business Emergency Assistance Phase 2 Grant assistance program in light of the impact of the coronavirus pandemic.

Interest income – related parties increased by $3,936 to $4,809 for the year ended December 31, 2021 from $873 for the year ended December 31, 2020. The increase was primarily due to increased interest on note receivable – related party as a result of an increase in the amount of a note receivable. 

Interest expense was $0 for the year ended December 31, 2021, as compared to $9,091 for the year ended December 31, 2020. This decrease was due to a lower interest expense on the loans as a result of a decrease in debt outstanding.

Due to the described factors above, we had a net loss of $104,595$481,287 and $631,356 for the fiscal year ended December 31, 2017 compared to net loss of $189,796 for the fiscal year ended December 31, 2016.

Liquidity and Capital Resources

For the years ended December 31, 20172021 and December 31, 20162020, respectively.

Liquidity and Capital Resources

As of December 31, 2017,2021, we had totalcurrent assets of $27,981$1,152,746, consisting of $1,149,369 in cash and $297,897$3,377 in inventory. Our current liabilities respectively. Thus, we had a total stockholders’ deficit of $269,916 as of December 31, 2017.2021, were $72,351, which is comprised of $62,297 due to certain former officers, $4,643 in accounts payable and accrued expenses, and $5,411 in current operating lease liability.

The following is a summary of our cash flows provided by (used in) operating, investing, and financing activities for the years ended December 31, 2021 and 2020: