TOFUTTI BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

Note 6: Share Based Compensation

On June 10, 2014, the shareholders of the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan provides for grants of various types of awards that are designed to attract and retain highly qualified personnel who will contribute to the success of the Company and to provide incentives to participants in the 2014 Plan that are linked directly to increases in shareholder value which will therefore inure to the benefit of all shareholders of the Company.

The 2014 Plan made 250,000 shares of common stock available for awards. The 2014 Plan also permits performance-based 2014 awards paid under it to be tax deductible under Section 162(m) of the Internal Revenue Code of 1986, as amended, as “performance-based compensation.” No stock options were issued in 2022 or 2021 and no options were outstanding as of AprilJuly 2, 2022 and January 1, 2022.

Note 7: Notes Payable

Small Business Administration (SBA) Loan

On May 2, 2020 the Company received from the SBA a loan of $165 from the Paycheck Protection Program at an interest rate of 1%. Interest and payments were deferred until March 4, 2021 The current portion of the loan was $165 as of January 2, 2021 and the loan would have expired on May 2, 2022. On January 12, 2022, the Company was informed by the SBA that the entire amount of the loan had been forgiven free of taxation. The Company recorded forgiveness of debt income of $165 in the thirteentwenty-six weeks ended AprilJuly 2, 2022 as SBA loan forgiveness on the unaudited condensed statement of operations.

Related Party

On January 6, 2016, David Mintz, the Company’s former Chairman and Chief Executive Officer, provided the Company with a loan of $500. The loan was extended until December 31, 2021 and was, at the option of the holder, convertible into the Company’s common stock at a conversion price of $1.77 per share. Interest expense incurred to the related party was $25 for both fiscal years ended January 1, 2022 and January 2, 2021. On December 22, 2021, the entire loan of $500 plus accrued interest of $25 was paid by the Company to Mr. Mintz’s estate.

Note 8: Revenue

Performance obligations relating to the delivery of food products are satisfied when the goods are shipped to the customer and net of all applicable discounts, as follows: Payment term discounts, off-invoice allowance, manufacturer chargeback, freight allowance, spoilage discounts, and product returns.

Revenues by geographical region are as follows:

Schedule of Revenue

TOFUTTI BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

Approximately 90% and 91%94% of the AmericasAmericas’ revenue in the 2022 and the 2021 periods, respectively, is attributable to sales in the United States.States in both the thirteen and twenty-six week periods. All of the Company’s assets are located in the United States.

Net sales by major product category:

Summary of Net Sales by Major Product Category

Note 9: Leases

The Company’s facilities are located in a one-story facility in Cranford, New Jersey. The 6,200 square foot facility houses its administrative offices, a warehouse, walk-in freezer and refrigerator, and a product development laboratory and test kitchen. The Company’s original lease agreement expired on July 1, 1999, but it continues to occupy the premises on a monthly basis. Any changes by either the landlord or the Company remains subject to a six-month notification period. The Company currently has no plans to enter into a long-term lease agreement for the facility. Rent expense was $20 infor the thirteen weeks ended AprilJuly 2, 2022 and July 3, 2021. Rent expense was $40 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 and July 3, 2021. The Company’s management believes that the Cranford facility will continue to satisfy its space requirements for the foreseeable future and that if necessary, such space can be replaced without a significant impact to the business. The Company rents warehouse storage space at various outside facilities. Outside warehouse expenses amounted towere $9596 for the thirteen weeks ended AprilJuly 2, 2022 and $112137 for the thirteen weeks ended AprilJuly 3, 2021 and $191 for the twenty-six weeks ended July 2, 2022 and $249 for the twenty-six weeks ended July 3, 2021.

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. The standard requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease. The current portion of lease liabilities is included in accrued expenses on the condensed balance sheets.

The Company’s lease agreements generally do not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. TheAt the time of adoption of Topic 842, the Company used the incremental borrowing rate on December 29, 2018 of 5.5% for all leases that commenced prior to that date.

TOFUTTI BRANDS INC.
NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS
(In thousands, except for share and per share data)

ROU lease assets and lease liabilities for our operating leases were recorded in the balance sheet as follows:

Schedule of ROU lease Assets and Liabilities For Operating Leases 

Future lease payments included in the measurement of lease liabilities on the balance sheet as of AprilJuly 2, 2022 are as follows:

Schedule of Future Lease Payments

TOFUTTI BRANDS INC.

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

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying financial statements.

The discussion and analysis which follows in this Quarterly Report and in other reports and documents and in oral statements made on our behalf by our management and others may contain trend analysis and other forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 which reflect our current views with respect to future events and financial results. These include statements regarding our earnings, projected growth and forecasts, and similar matters which are not historical facts. We remind stockholders that forward-looking statements are merely predictions and therefore are inherently subject to uncertainties and other factors which could cause the actual future events or results to differ materially from those described in the forward-looking statements. These uncertainties and other factors include, among other things, business conditions in the food industry and general economic conditions, both domestic and international; lower than expected customer orders; competitive factors; changes in product mix or distribution channels; and resource constraints encountered in developing new products. The forward-looking statements contained in this Quarterly Report and made elsewhere by or on our behalf should be considered in light of these factors.

Critical Accounting Estimates

Our financial statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management 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 the reported amounts of revenues and expenses during the reporting period. The policies discussed below are considered by management to be critical to an understanding of our financial statements because their application places the most significant demands on management’s judgment, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. For all of these policies, management cautions that future events rarely develop exactly as forecast, and the best estimates routinely require adjustment.

Revenue Recognition. We primarily sell vegan and dairy-free soy-based cheeses, frozen desserts and other food products. We recognize revenue when control over the products transfers to our customers, deemed to be the performance obligation, which generally occurs when the product is shipped or picked up from one of our distribution locations by the customer. We account for product shipping, handling and insurance as fulfillment activities with revenues for these activities recorded within net revenue and costs recorded within cost of sales. Revenues are recorded net of trade and sales incentives and estimated product returns. Known or expected pricing or revenue adjustments, such as trade discounts, rebates or returns, are estimated at the time of sale. We base these estimates of expected amounts principally on historical utilization and redemption rates. Estimates that affect revenue, such as trade incentives and product returns, are monitored and adjusted each period until the incentives or product returns are realized.

Key sales terms, such as pricing and quantities ordered, are established on a frequent basis such that most customer arrangements and related incentives have a one year or shorter duration. As such, we do not capitalize contract inception costs and we capitalize product fulfillment costs in accordance with U.S. GAAP and our inventory policies. We generally do not have any unbilled receivables at the end of a period.

Accounts Receivable. The majority of our accounts receivables are due from distributors (domestic and international) and retailers. Credit is extended based on evaluation of a customers’ financial condition and, generally, collateral is not required. Accounts receivable are most often due within 30 to 90 days and are stated at amounts due from customers net of an allowance for doubtful accounts and reserve for sales promotions. Accounts outstanding longer than the contractual payment terms are considered past due. We determine whether an allowance is necessary by considering a number of factors, including the length of time trade accounts receivable are past due, our previous loss history, the customer’s current ability to pay its obligation, and the condition of the general economy and the industry as a whole. We write-off accounts receivable when they become uncollectible, and payments subsequently received on such receivables are credited to the bad debt expense account. We do not accrue interest on accounts receivable past due.

Inventory. Inventory is stated at lower of cost or net realizable value determined by first in first out (FIFO) method. Inventories in excess of future demand are written down and charged to the provision for inventories. At the point of which loss is recognized, a new, lower cost basis for that inventory is established and subsequent changes in facts and circumstances do not result in the restoration or increase in the newly established cost basis.

Leases. Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. We have operating leases primarily consisting of facilities with remaining lease terms of approximately one to three years. Leases with an initial term of twelve months or less are not recorded on the balance sheet. For lease agreements entered into or reassessed after the adoption of Topic 842, we have combined the lease and non-lease components in determining the lease liabilities and right of use assets.

Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recorded if there is uncertainty as to the realization of deferred tax assets. We will recognize a tax benefit in the financial statements for an uncertain tax position only if management’s assessment is that the position is “more likely than not” (i.e., a likelihood greater than 50 percent) to be allowed by the tax jurisdiction based solely on the technical merits of the position. The term “tax position” refers to a position in a previously filed tax return or a position expected to be taken in a future tax return that is reflected in measuring current or deferred income tax assets and liabilities for financial reporting purposes.

Recent Developments

An outbreak of an infectious respiratory illness caused by a novel coronavirus known as COVID-19 was first detected in China in December 2019 and has now spread globally. This outbreak has resulted in travel restrictions, closed international borders, enhanced health screenings at ports of entry and elsewhere, prolonged quarantines, order cancellations, supply chain disruptions, increased costs for raw materials, and lower consumer demand, and other significant economic impacts, as well as general concern and uncertainty.

The severity of the pandemic and the future uncertainty regarding the length of its effects could have negative consequences for our company. To date, the effects of the pandemic have negatively affected certain aspects of our operations. All of our co-packing facilities are currently operating normally, and the pandemic has not constrained any of our production requirements. The cost of certain key ingredients and packaging has increased substantially due to short-term supply issues related to COVID-19. Additionally, we are currently experiencing longer lead times in receiving certain ingredients and packaging. We anticipate that these longer lead times will persist for the balance of 2022. We continue to be able to schedule trucks for delivery and a large majority of our customers are still operating and ordering our products as before. Additionally,However, our freight costs have increased substantially due to a driver shortage caused by COVID-19 and a significant increase in fuel costs. Fuel costs have continued to increase substantially due to record high petroleum costs caused by the current unsettled world political situation. In response to these cost increases and the potential for additional cost increases affecting various aspects of our operations, we have initiated a series of sales price increases commencing in the fourth quarter of 2021 and continuing into the first quarter of 2022 to help offset these cost increases. As these costs have either continued to increase, or have remained at their high historic levels, we have been forced to implement further price increases to our customers which will become effective during the fourth quarter of the current year.

Our ability to handle customer and consumer communications, schedule production, and order ingredients necessary for our production has not been materially impacted. Nor have we experienced a significant change in the timeliness of payments of our invoices and ourinvoices. Our cash position of approximately $2,075,000is $1,283,292 as of May 9,August 8, 2022 has improved sinceas compared to our fiscal year end January 1, 2022.2022 balance of $1,698,000

Results of Operations

Thirteen Weeks Ended AprilJuly 2, 2022 Compared with Thirteen Weeks Ended AprilJuly 3, 2021

Net sales for the thirteen weeks ended AprilJuly 2, 2022 increaseddecreased by $313,000,$48,000, or 10%2%, to $3,463,000,$2,979,000, from net sales of $3,150,000$3,027,000 for the thirteen weeks ended AprilJuly 3, 2021. Sales of our vegan cheese products increased slightly to $2,916,000$2,526,000 in the thirteen weeks ended July 2, 2022 period from $2,720,000$2,497,000 in the 2021 period.thirteen weeks ended July 3, 2021. Sales of our frozen dessert and frozen food products, which consist primarily of frozen dessert products, increaseddecreased to $547,000$453,000 in the thirteen weeks ended AprilJuly 2, 2022 from $430,000$530,000 for the thirteen weeks ended AprilJuly 3, 2021. We anticipate an increase in sales dollars over the balance of the current fiscal year as our pricesthe price increases we implemented take full effect.

Our gross profit decreased significantly to $857,000 in$525,000 for the periodthirteen weeks ended AprilJuly 2, 2022 from $1,001,000 in$758,000 for the periodthirteen weeks ended AprilJuly 3, 2021. Our gross profit percentage was 25%18% for the periodthirteen weeks ending AprilJuly 2, 2022 compared to 32%25% for the periodthirteen weeks ending AprilJuly 3, 2021. The decrease in both our gross profit and gross profit percentage were caused by the substantial increases in certain ingredients and freight expense. These substantial cost increases were due primarily to the lingering supply chain issues caused by the Covid-19 pandemic and the record high cost of petroleum. Besides causing substantial increases in our freight expenses, the high cost of petroleum has also directly impacted the costs of certain ingredients and packaging such as the plastic packaging we use for our spreadable cheese products. Our gross profit dollars and gross profit percentage were also negatively impacted by an increase in our sales promotion and allowance expenses to $403,000 in the second quarter of this year as compared to $336,000 in the second quarter of prior fiscal year. We anticipate that our gross profit dollars and gross profit percentage will continue to be negatively affected for the balance of fiscal year 2022.

Freight out expense, a significant part of our cost of sales, increased by $91,000,$53,000, or 40%20%, to $318,000$324,000 for the thirteen weeks ended AprilJuly 2, 2022 compared with $227,000$271,000 for the thirteen weeks AprilJuly 3, 2021. Freight out expense was 11% of sales for the thirteen weeks ended July 2, 2022 compared to 9% of sales for the thirteen weeks ended April 2, 2022 comparedJuly 3, 2021. The increase in freight out expenses was primarily due to 7%the increases in shipping costs due to the large increase in the cost of salesfuel and the unavailability of trucks and drivers. We anticipate that our freight out expense will continue at the current higher rate for the balance of 2022.

Selling expenses increased slightly by $6,000, or 2%, to $309,000 for the thirteen weeks ended AprilJuly 2, 2022 from $303,000 for the thirteen weeks ended July 3, 2021. The increase was due to an increase in meetings and conventions of $20,000, commissions expense of $20,000, and travel, entertainment and auto expense of $12,000 which were partially offset by a decrease in outside warehouse rental expense of $41,000. We anticipate that our selling expenses will remain unchanged for the remainder of 2022.

Marketing expenses increased by $45,000, or 68%, to $111,000 for the thirteen weeks ended July 2, 2022 from $66,000 for the thirteen weeks ended July 3, 2021. The increase was primarily due to increases in artwork and plates expense of $54,000, advertising expense of $3,000, marketing materials of $6,000  and promotion expense of $17,000. The increase in artwork and plate expense was due to a complete redesign of all the Company’s packaging. We anticipate that our marketing expenses for the balance of the year will be higher that the corresponding periods in fiscal year 2021.

Product development costs, which consist principally of salary expenses and laboratory costs, increased slightly by $6,000, or 17%, to $42,000 for the thirteen weeks ended July 2, 2022 from $36,000 for the thirteen weeks ended July 3, 2021. We anticipate our product development costs to continue at a slightly lower level than the corresponding 2021 periods

General and administrative expenses increased by $30,000, or 9%, to $349,000 for the thirteen weeks ended July 2, 2022 from $319,000 for the thirteen weeks ended July 3, 2021, primarily due to increases in payroll expense of 47,000, and public relations expense of $15,000, which were partially offset by decreases in IT expense of $13,000 and travel, entertainment, and auto expense of $9,000. We anticipate our general and administrative expense for the remaining periods in 2022 will approximate the same levels as in the corresponding 2021 periods.

Income tax benefit was $78,000 for the thirteen weeks ended July 2, 2022 and $0 for the thirteen weeks ended July 3, 2021 resulting from the lower taxable income during the thirteen weeks ended July 2, 2022 compared to the thirteen weeks ended July 3, 2021.

Twenty Six Weeks Ended July 2, 2022 Compared with Twenty Six Weeks Ended July 3, 2021

Net sales for the twenty-six weeks ended July 2, 2022 increased by $265,000, or 4%, to $6,442,000, from net sales of $6,177,000 for the twenty-six weeks ended July 3, 2021. Sales of our vegan cheese products increased to $5,442,000 in the twenty-six weeks ended July 2, 2022 from $5,217,000 in the twenty-six weeks ended July 3, 2021. Sales of our frozen dessert and frozen food products, which consist primarily of frozen dessert products, increased to $1,000,000 in the twenty-six weeks ended July 2, 2022 from $960,000 for the twenty-six weeks ended July 3, 2021.

Our gross profit decreased to $1,382,000 in the twenty-six weeks ended July 2, 2022 from $1,759,000 in the twenty-six weeks ended July 3, 2021. Our gross profit percentage was 21% for the twenty-six weeks ending July 2, 2022 compared to 28% for the twenty-six weeks ending July 3, 2021. The decrease in both our gross profit and gross profit percentage were caused by the substantial increases in certain ingredients and freight expense. These substantial cost increases were due primarily to the lingering supply chain issues caused by the Covid-19 pandemic and the record high cost of petroleum. Besides causing substantial increases in our freight expenses, the high cost of petroleum has also directly impacted the costs of certain ingredients and packaging such as the plastic packaging we use for our spreadable cheese product.

Freight out expense, a significant part of our cost of sales, increased by $145,000, or 29%, to $643,000 for the twenty-six weeks ended July 2, 2022 compared with $498,000 for the twenty-six weeks July 3, 2021. Freight out expense was 10% of sales for the twenty-six weeks ended July 2, 2022 compared to 8% of sales for the twenty-six weeks ended July 3, 2021. The increase in freight out expenses was due to the increase in sales, but primarily due to the increases in shipping costs due to the large increase in the cost of fuel and the unavailability of trucks. We anticipate that our freight out expense will continue at the current higher rate for the balance of 2022.

Selling expenses decreased by $59,000,$54,000, or 18%9%, to $264,000$573,000 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 from $323,000$627,000 for the thirteentwenty-six weeks ended AprilJuly 3, 2021. This decrease was primarily attributable to decreases in payroll expense of $18,000,$24,000 and outside warehouse rental expense of $17,000,$59,000, which were offset by increases in meetings and commissionconvention expense of $22,000. We anticipate our selling expenses for 2022 will remain below the level$20,000 and travel, entertainment, and auto expense of selling expenses in 2021. The decrease in commission expense is due to lower cash collections in the current period. Commissions to our brokers are paid upon cash receipts. The reduction in payroll expense was due to one less employee in sales in the current period.$18,000.

Marketing expenses increased by $86,000,$132,000, or 123%98%, to $156,000$267,000 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 from $70,000$135,000 for the thirteentwenty-six weeks ended AprilJuly 3, 2021. The increase was primarily due to increases in promotions expense of $55,000,$38,000, artwork and plates expense of $19,000,$13,000, and advertising expense of $9,000, We anticipate that our marketing expenses for the balance of the year will be lower than the first quarter of 2022, as the increase in promotion expense during the first quarter was a one time event.$3,000.

Product development costs, which consist principally of salary expenses and laboratory costs, increased by $1,000,$7,000, or 3%9%, to $40,000$82,000 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 from $39,000$75,000 for the thirteentwenty-six weeks ended AprilJuly 3, 2021.2021, primarily due to the increase in professional fees and outside services of $22,000 which was partially offset by a decrease in lab costs and supplies of $9,000.

General and administrative expenses decreased by $110,000,$80,000, or 25%10%, to $337,000$686,000 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 from $447,000$766,000 for the thirteentwenty-six weeks ended AprilJuly 3, 2021, primarily due to decreases in payroll expense of 103,000, travel, entertainment and auto expenses of $12,000, and$56,000, professional fees and outside services expense of $15,000, and travel, entertainment, and auto expense of $20,000 which were partially offset by an increase in public relations expense of $30,000.$45,000. The decrease in payroll expense was due to no salary being paid to Mr. Mintz this period compared to the same period in the prior year.

Income tax expensebenefit was $20,000$58,000 for the thirteentwenty-six weeks ended AprilJuly 2, 2022 and income tax expense was $36,000 for the thirteentwenty-six weeks ended AprilJuly 3, 2021 resulting from the lower taxable income during the thirteentwenty-six weeks ended AprilJuly 2, 2022 compared to the thirteentwenty-six weeks ended AprilJuly 3, 2021.

Liquidity and Capital Resources

As of AprilJuly 2, 2022, we had approximately $1,589,000$1,176,000 in cash and our working capital was approximately $4,551,000,$4,259,000, compared with approximately $1,698,000 in cash and working capital of $4,326,000 at January 1, 2022.

In order to provide our company with additional working capital, on January 6, 2016, David Mintz, our former Chairman and Chief Executive Officer, provided our company with a convertible loan of $500,000. On December 22, 2021, the loan balance of $500,000 plus accrued interest of $25,000 was paid by the Company to Mr. Mintz’s estate.

The following table summarizes our cash flows for the periods presented:

Net cash used in operating activities for the thirteen weeks ended AprilJuly 2, 2022 was $109,000$522,000 compared to $987,000$610,000 provided by operating activities for the thirteen weeks ended AprilJuly 3, 2021. Net cash used in operating activities for the thirteentwenty-six weeks ended AprilJuly 2, 2022 was primarily a result of a net loss of $3,000, SBA loan forgiveness of $165,000, an increase in inventories of $700,000, deferred taxes of $62,000 and a non-cash lease expense of $4,000, offset by a decrease in accounts receivable of $81,000 and an increase in inventories of $538,000, offset by our net income of $205,000,$199,000, an increase in accounts payable and accrued expenses of $384,000, an increase in income taxes payable of $16,000,$140,000, and a decrease in prepaid expenses and other current assets of $53,000.$57,000. The significant increase in inventories during the period is due to management’s decision to purchase certain key ingredients in advance of production needs to ensure an adequate supply and to prevent future production disruptions.

We believe our existing cash on hand at AprilJuly 2, 2022, existing working capital and the cash flows expected from operations, will be sufficient to support our operating and capital requirements during the next twelve months.

Inflation and Seasonality

We do not believe that our operating results have been materially affected by inflation during the preceding two years. There can beHowever, beginning in 2022, due to substantial increases in ingredient, packaging, freight, and co-packing expenses, we are now experiencing negative effects on our operations from inflation. While we do believe that certain of these costs and expenses will return to their previous lower levels, there is no assurance however, that our operating resultsthey will not be affected by inflation in the future.do so. Our business is subject to minimal seasonal variations with slightly increased sales historically in the second and third quarters of the fiscal year. We expect to continue to experience slightly higher sales in the second and third quarters, and slightly lower sales in the fourth and first quarters, as a result of reduced sales of dairy free frozen desserts during those periods.

Off-balance Sheet Arrangements

None.

Contractual Obligations

We had no material contractual obligations as of AprilJuly 2, 2022.

Recently Issued Accounting Standards

See Note 2 to the unaudited condensed financial statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We do not believe that our exposure to market risk related to the effect of changes in interest rates, foreign currency exchange rates, commodity prices and other market risks with regard to instruments entered into for trading or for other purposes is material.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. As of AprilJuly 2, 2022, our Company’s chief executive and financial officer conducted an evaluation regarding the effectiveness of our Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act. Based upon the evaluation of these controls and procedures, our chief executive and financial officer concluded that our disclosure controls and procedures were not effective as AprilJuly 2, 2022.

Disclosure Controls and Internal Controls. As provided in Rule 13a-14 of the General Rules and Regulations under the Securities and Exchange Act of 1934, as amended, Disclosure Controls are defined as meaning controls and procedures that are designed with the objective of insuring that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, designed and reported within the time periods specified by the SEC’s rules and forms. Disclosure Controls include, within the definition under the Exchange Act, and without limitation, controls and procedures to insure that information required to be disclosed by us in our reports is accumulated and communicated to our management, including our chief executive officer and principal financial officer, as appropriate to allow timely decisions regarding disclosure. Internal Controls are procedures which are designed with the objective of providing reasonable assurance that (1) our transactions are properly authorized; (2) our assets are safeguarded against unauthorized or improper use; and (3) our transactions are properly recorded and reported, all to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

Management’s Report on Internal Control Over Financial Reporting. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process designed by, or under the supervision of the interim Chief Executive Officer and Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s evaluation of internal control over financial reporting includes using the COSO framework, an integrated framework for the evaluation of internal controls issued by the Committee of Sponsoring Organizations of the Treadway Commission, to identify the risks and control objectives related to the evaluation of our control environment.

Based on the evaluation under the frameworks described above, Mr. Kass, our chief executive and chief financial officer, has concluded that our internal control over financial reporting was ineffective as of AprilJuly 2, 2022 because of the following material weaknesses in internal controls over financial reporting:

To date, we have been unable to remediate these weaknesses, which stem from our small workforce of four persons at AprilJuly 2, 2022.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any material litigation.

Item 1A. Risk Factors

There have been no material changes to the Company’s “Risk Factors” set forth in its Annual Report on Form 10-K for the year ended January 2, 2021.1, 2022.

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

None.

Item 3. Default Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.