UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended ~~December~~October 31, ~~2020~~2022

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

~~Commission File~~Home ~~Number:~~Bistro, ~~333-185083~~Inc.

~~HOME BISTRO,~~(Exact ~~INC.~~name of registrant as specified in its charter)

(Exact Name of Registrant as Specified in Charter)

Nevada		27-1517938
State or other jurisdiction of incorporation or organization		(I.R.S. Employer Identification No.)

Nevada		27-1517938
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
15000 W. 6th Avenue, Suite 400 Golden, CO 80401		(631) 964-1111
(Address of principal executive offices, including zip code)		(Registrant’s telephone number, including area code)

4014 Chase Avenue, #212, Miami Beach, FL 33140

(~~Former name,~~Address ~~former~~of ~~address~~principal ~~and~~executive ~~formal fiscal year~~offices, ifzip ~~changed since last report~~code)

Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered

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 15(d) of the Exchange 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 Exchange Act 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 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 such files). Yes ☒ No ☐

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

Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☐ ~~☐ ☒ ☒ ☐~~

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. Yes ☐ No ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of ~~June~~October 3031, ~~2020~~2022, the last business day of the registrant’s last completed fourth ~~second~~ quarter, based upon the closing price of the common stock of $03.~~08029~~00 on ~~such~~October 27, 2022 the last trade date, is $~~756~~2,~~055.~~ 688,498

As of ~~March~~October 1531, ~~2021~~2022, there were 19896,~~422,300~~166 shares of registrant’s common stock outstanding ~~held by approximately 111 shareholders~~.

~~TABLE~~DOCUMENTS OFINCORPORATED ~~CONTENTS~~BY REFERENCE

		Page
	PART I
Item 1.	Business	2
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	16
Item 2.	Properties	16
Item 3	Legal Proceedings	16
Item 4.	Mine Safety Disclosures	16
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	17
Item 6.	Selected Financial Data	18
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 8.	Financial Statements and Supplementary Data	24
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	24
Item 9A.	Controls and Procedures	24
Item 9B.	Other Information	25
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	26
Item 11.	Executive Compensation	28
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	30
Item 13.	Certain Relationships and Related Transactions, and Director Independence	30
Item 14.	Principal Accounting Fees and Services	31
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	32
Item 16	Form 10-K Summary	33
	Signatures	34

None.

Auditor Name:
D. Brooks and Associates CPA's P.A.

Auditor Location:
Palm Beach Gardens, Florida

Auditor Firm ID:
4048


PART I
Item 1.	Business	1
Item 1A.	Risk Factors
Item 2.	Properties
Item 3.	Legal Proceedings
Item 4.	Mine Safety Disclosure
PART II
Item 5.	Market For Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	23
Item 6.	[Reserved]	25
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 8.	Financial Statements and Supplementary Data
Item 9.	Changes In And Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A.	Controls and Procedures
PART III
Item 10.	Directors, Executive Officers And Corporate Governance
Item 11.	Executive Compensation
Item 12.	Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters
Item 13.	Certain Relationships And Related Transactions, And Director Independence
Item 14.	Principal Accountant Fees And Services
Item 15.	Exhibits And Financial Statement Schedules
Item 16.	Summary Form 10-K

THE COMPANY’S MOST RECENT FINANCIAL STATEMENTS AND INFORMATION AS REPORTED WITHIN THIS FORM 10-K FILING ARE NOT COMPLETE AND HAVE NOT BEEN AUDITED. THE COMPANY IS CURRENTLY UNDERGOING ITS AUDIT FOR THE 12 MONTH PERIOD ENDED OCTOBER 31, 2022, AND BELIEVES IT WILL BE COMPLETED IN THE COMING WEEKS AND REFILED WITH AN AMENDMENT TO THIS FORM 10-K FILING. THE INFORMATION CONTAINED HEREIN IS FOR INFORMATION ONLY AND SHOULD NOT BE RELIED UPON FOR INVESTMENT OR ANY OTHER PURPOSE.

PART I

CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This ~~Quarterly~~ Annual Report on Form 10-QKT (this “Report”) contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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,” “predict,” “project,” “forecast,” “potential,” “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 be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

These factors include, among others:

●

current or future financial performance;

●

management’s plans and objectives for future operations;

●

uncertainties associated with product research and development

●

uncertainties associated with dependence upon the actions of government regulatory agencies;

●

product plans and performance;

●

management’s assessment of market factors; and

●

statements regarding our strategy and plans.

Actual results could differ materially from the results described in the forward-looking statements due to the risks and uncertainties set forth in this Report and those described from time to time in our future reports filed with the Securities and Exchange Commission (the “SEC”).

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 Report and include information concerning possible or assumed future results of our operations, including statements about 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 this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report 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 Report.

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.

1ii

ITEM 1. BUSINESS

Business Overview

Home Bistro, Inc. (formerly known as Gratitude Health, Inc.) (the “Company”) was incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the ~~Company~~ Company changed its name to Gratitude Health, Inc. from Vapir Enterprises Inc. On September 14, 2020, the Company changed its name from Gratitude Health, Inc. to Home Bistro, Inc. The Company is in the business of providing prepackaged and prepared meals to consumers ~~focused~~ focused on offering a broad array of the highest quality meal planning, delivery, and preparation services. The Company’s primary former operations were in the business of manufacturing, selling, and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademark (the “RTD Business”). The RTD Business was disposed on September 25, 2020 as discussed below.

On April 7, 2020, the Board of Directors of the Company approved the increase of authorized shares of common stock from 600,000,000 to 1,000,000,000.

Acquisition of Home Bistro Holdings and Disposal of the Discontinued Operations of the RTD Business

Home Bistro, Inc. was formed on April 9, 2013 as a Delaware corporation, under the name DineWise, LLC. On December 1, 2014, it underwent a statutory conversion filed under Section 8-265 of the Delaware Code to converted from a limited liability company to a corporation and changed its name to Home Bistro, Inc.

On September 22, 2020, Home Bistro, Inc. (presently known as Home Bistro Holdings, Inc., a Nevada corporation) (“Home Bistro Holdings”) filed a Certificate of Conversion to a Non-Delaware Entity Delaware Secretary State to file a statutory conversion under Section 266 of the Delaware General Corporation Law to convert its state of domicile from Delaware to Nevada and simultaneously filed an Articles of Conversion Nevada Secretary of State for the same and changed its name from Home Bistro, Inc. to Home Bistro Holdings, Inc., each effective as of September 30, 2020.

Home Bistro Holdings provides prepackaged ~~and~~ and prepared meals as a solution for time-constrained but discerning consumers focused on satisfying every member of the family by offering a broad array of the highest quality meal delivery and preparation services. Products are gourmet meals delivered fresh-frozen directly to the home.

Agreement and Plan of Merger

On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company, also referred to herein as Merger Sub, and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation), also referred to herein also Home Bistro Holdings, entered into an Agreement and Plan of Merger, also referred to herein as the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger, also referred to herein as the Merger. Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020.

Prior to the effective time of the Merger, ~~the~~ the Company and certain of its existing securityholders entered into an Exchange Agreement providing for, among other things, the exchange (the “Exchange”) of securities held by such securityholders for shares of common stock, as more fully detailed therein. As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,222 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock. The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger.

After the Exchange, a total of 1,899,094 shares of common stock, warrants to purchase 4,041,258 shares of common stock and 60,638 stock options were deemed issued and outstanding.

At the effective time of the Merger, and subject to the terms and conditions of the Merger Agreement, each outstanding share of common stock of Home Bistro Holdings was converted into the right to receive approximately four hundred seventy-three (473) shares of common stock. Accordingly, the aggregate shares of the Company’s common stock issued in the Merger to the former securityholders of Home Bistro Holdings is 24,031,453 shares of common stock on a fully diluted basis consisting of 17,105,139 shares of common stock and warrants to purchase up to 6,926,314 shares of common stock.1

~~Subsequent~~At tothe effective time of the Merger, and subject to the ~~Company~~terms ~~had~~and conditions of the Merger Agreement, each outstanding share of common stock of Home Bistro Holdings was converted into anthe ~~aggregate~~right to receive approximately four hundred seventy-three (473) shares of 30common stock. Accordingly,~~031,501~~ the aggregate shares of the Company’s common stock issued ~~and~~in ~~outstanding~~the Merger to the former securityholders of Home Bistro Holdings is 24,031,453 shares of common stock on a fully diluted basis consisting of 1917,~~004~~105,~~233~~139 shares of common stock, ~~60,638 stock options~~ and warrants to purchase up to 106,~~967~~926,~~572~~314 shares of common stock.

OnSubsequent ~~April 20, 2020, pursuant~~ to the ~~terms of the~~ Merger ~~Agreement~~, ~~Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of~~ the Company ~~and~~had ~~Roy~~an ~~G. Warren,~~aggregate ~~Jr. resigned as Chief Operating Officer~~ of ~~the~~30,031,501 ~~Company.~~shares ~~The resignations were not the result~~ of ~~any~~common ~~disagreement~~stock ~~related~~issued toand ~~the Company’s~~outstanding ~~operations,~~on ~~policies,~~a orfully ~~practices.~~diluted ~~Furthermore,~~basis onconsisting ~~April~~of 2019, ~~2020~~004,233 ~~Mr.~~shares ~~Zalmi Duchman, the Chief Executive Officer~~ of ~~Home~~common ~~Bistro Holdings~~stock, 60,638 ~~Michael~~stock ~~Finkelstein~~options and ~~Michael~~warrants ~~Novielli~~to ~~were~~purchase ~~appointed~~up asto ~~directors of the Company. In addition~~10,967,572 ~~Mr. Duchman~~shares ~~was~~of ~~appointed~~common ~~Chief Executive Officer~~stock.

~~In connection~~On ~~with~~April 20, 2020, pursuant to the terms of the Merger Agreement, ~~certain~~Roy ~~Company~~G. ~~stockholders~~Warren, ~~entered~~Jr., ~~into~~Mike aEdwards, ~~Lock-Up~~ and ~~Leak-Out~~Bruce ~~Agreement~~Zanca ~~with~~resigned as directors of the Company ~~pursuant~~and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to ~~which~~the Company’s operations, policies, ~~among~~or ~~other~~practices. ~~thing~~Furthermore, ~~such~~on ~~stockholders~~April ~~agreed~~20, to2020, ~~certain~~Mr. ~~restrictions~~Zalmi ~~regarding~~Duchman, the ~~resale~~Chief ofExecutive ~~common~~Officer ~~stock~~of ~~for~~Home aBistro ~~period~~Holdings, Michael ofFinkelstein ~~two~~and ~~years~~Michael ~~from~~Novielli ~~the~~were ~~date~~appointed as directors of the ~~Merger~~Company. ~~Agreement~~In addition, asMr. ~~more~~Duchman ~~fully~~was ~~detailed~~appointed ~~therein~~Chief Executive Officer.

2In connection with the Merger, certain Company stockholders entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such stockholders agreed to certain restrictions regarding the resale of common stock for a period of two years from the date of the Merger Agreement, as more fully detailed therein.

Additionally, on April 20, 2020, the Company and a stockholder entered into a Put Option Agreement, pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement (the “Market Period”). Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars (the “Total Investment”) in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million.

Effective April 20, 2020, the Company ~~acquired~~ acquired all the issued and outstanding shares of Home Bistro Holdings pursuant to the Merger Agreement and Home Bistro Holdings became a wholly owned subsidiary of the Company. As a result of the Merger, for financial statement reporting purposes, the Merger between the Company and Home Bistro Holdings has been treated as a reverse acquisition and recapitalization with Home Bistro Holdings deemed the accounting acquirer and the Company deemed the accounting acquiree in accordance with FASB Accounting Standards Codification (“ASC”) Section 805-10-55. At the time of the Merger, both the Company and Home Bistro Holdings had their own separate operating segments. Accordingly, the assets and liabilities and the historical operations that are reflected in the consolidated financial statements after the Merger are those of Home Bistro Holdings and are recorded at the historical cost basis of Home Bistro Holdings. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of Home Bistro Holdings which are recorded at historical cost. The results of operations of the Company are consolidated with results of operations of Home Bistro Holdings starting on the date of the Merger Agreement. The equity of the consolidated entity is the historical equity of Home Bistro Holdings retroactively restated to reflect the number of shares issued by the Company in the reverse acquisition.

The Merger constituted a change of control ~~and~~ and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose of or divest the assets and liabilities associated with the RTD Business as discussed below, this transaction was accounted for as a reverse recapitalization of Home Bistro Holdings where Home Bistro Holdings is considered the historical registrant and the historical operations presented will be those of Home Bistro Holdings.

~~The following assets and liabilities were assumed in the Merger:~~2

Cash	$	4,917
Prepaid expense		9,776
Operating right-of-use asset		32,444
Total assets acquired		47,137
Accounts payable and accrued expenses		(209,417	)
Operating right-of-use liability		(32,444	)
Total liabilities assumed	$	(241,861	)
Net liability assumed	$	(194,724	)

The following assets and liabilities were assumed in the Merger:

~~Disposal of~~The ~~Discontinued~~following ~~Operations~~assets ofand ~~the~~liabilities ~~RTD~~were ~~Business~~assumed in the Merger:

On September 25, 2020, pursuant to the Asset Purchase Agreement, among other things, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD (Ready to Drink) beverage segment (the “RTD Business”), and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. The Company assumed an accounts payable liability in the amount of $14,000 related to accounting expense of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for t accounting expenses in amount of $14,000 incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears interest at a rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. The Company received the $7,000 cash portion of the consideration subsequent to September 30, 2020 which has been included in the prepaid and other current assets on the accompanying consolidated balance sheets as of September 30, 2020 (see Note 1). The $14,000 reimbursement was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit.

Cash	$	4,917
Prepaid expense		9,776
Operating right-of-use asset		32,444
Total assets acquired		47,137

Accounts payable and accrued expenses		(209,417	)
Operating right-of-use liability		(32,444	)
Total liabilities assumed	$	(241,861	)

Net liability assumed	$	(194,724	)

~~ASC 205-20~~Disposal “of Discontinued Operations” ~~establishes that the disposal or abandonment~~ of ~~a component of an entity or a group of components of an entity should be reported in discontinued operations if~~ the ~~disposal represents a strategic shift that has~~ ~~(or~~RTD will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations.Business

~~The Asset~~On ~~Purchase~~September ~~Agreement~~25, ~~discussed~~2020, ~~above~~pursuant ~~under~~to ~~Agreement~~the ~~and~~Asset ~~Plan~~Purchase Agreement, ofamong ~~Merger~~other things, ~~was~~the ~~intended~~Company agreed to besell ~~part~~all of the ~~Merger~~Company’s business, assets and properties used, or held or developed for use, in ~~effect~~its ~~transferred~~functional RTD (Ready to Drink) beverage segment (the “RTD Business”), and the ~~related~~Buyer ~~assets~~agreed to assume certain debts, obligations and liabilities related to ~~Gratitude~~the ~~Keto,~~RTD ~~whose~~Business. ~~CEO~~The Company assumed an accounts payable liability in the amount of $14,000 ~~Roy~~related ~~Warren~~to Jraccounting expense of the RTD Business for a period prior to the Merger., ~~formerly~~Pursuant to the Asset Purchase Agreement, ~~served~~the asBuyer reimbursed the Company’s ~~director~~for ~~and~~t ~~Chief~~accounting ~~Operating~~expenses ~~Officer~~in ~~and~~amount ~~was~~of ~~considered~~$14,000 aincurred ~~related~~prior ~~party~~to the Merger, inof ~~substance~~which $7,000 was payable in cash and the ~~accounting~~ balance in form of ~~this~~a ~~transaction.~~promissory ~~Therefore~~note dated September 25, 2020 in the ~~disposal~~amount of ~~net~~$7,000. ~~liabilities~~The promissory note bears interest at a rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. The Company received the ~~reimbursement~~$7,000 ~~discussed~~cash ~~above~~portion of the consideration subsequent to September 30, 2020 which has been included in ~~connection~~the ~~with~~prepaid and other current assets on the ~~disposal~~ accompanying consolidated balance sheets as of ~~the~~September ~~RTD~~30, ~~Business~~2020 (see Note 1). The $14,000 reimbursement was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit.

3ASC 205-20 “Discontinued Operations” establishes that the disposal or abandonment of a component of an entity or a group of components of an entity should be reported in discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. As a result, the component’s results of operations have been classified as discontinued operations on a retrospective basis for all periods presented. The results of operations of this component, for all periods, are separately reported as “discontinued operations” on the consolidated statements of operations.

The Asset Purchase Agreement, discussed above ~~following~~under Agreement ~~table~~and ~~set~~Plan ~~forth~~of Merger, was intended to be part of the ~~selected~~Merger ~~financial~~and ~~data~~in effect transferred the RTD Business and the related assets and liabilities to Gratitude Keto, whose CEO, Roy Warren Jr., formerly served as the Company’s director and Chief Operating Officer and was considered a related party, in substance, in the accounting of this transaction. Therefore, the disposal of net liabilities and the reimbursement discussed above in connection with the disposal of the RTD Business was recorded to additional paid in capital as reflected in the accompanying consolidated statements of ~~September 24,~~changes ~~2020~~in stockholders’ deficit.

	September 24, 2020
Assets:
Other assets:
Operating lease right-of-use assets, net	$	2,417
Total assets	$	2,417
Liabilities:
Current liabilities:
Accounts payable	$	112,212
Accrued expenses and other liabilities		5,009
Operating lease liabilities, current portion		2,417
Total current liabilities		119,638
Total liabilities	$	119,638
Net liabilities	$	117,221
Expense reimbursement by Buyer		14,000
Disposal of net liabilities to a related party	$	131,221

The following table set forth the selected financial data of the net liabilities recorded to additional paid in capital as of September 24, 2020.

The Products and Packaging:

	September 24, 2020
Assets:
Other assets:
Operating lease right-of-use assets, net	$	2,417
Total assets	$	2,417

Liabilities:
Current liabilities:
Accounts payable	$	112,212
Accrued expenses and other liabilities		5,009
Operating lease liabilities, current portion		2,417
Total current liabilities		119,638
Total liabilities	$	119,638

Net liabilities	$	117,221
Expense reimbursement by Buyer		14,000
Disposal of net liabilities to a related party	$	131,221

The Company manufactures, packages, and sells, direct-to-consumer, gourmet meals under the Home Bistro brand and markets restaurant quality meats and seafood under the Prime Chop and Colorado Prime brands. The Company’s meals are freshly prepared, flash-frozen, to preserve freshness, and packaged in its facility located in Miami, Florida. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products frozen during transport. Once delivered, the meals can be heated using a microware cooker or hot water for consumption within minutes and with little to no preparation and minimal cleanup.3

~~In addition to its diverse menu of gourmet meals, the Company has also partnered with world-renowned chefs to offer a selection of each chef’s specialty cuisine (the “Celebrity Chef Program”).~~ The ~~Company~~Products ~~launched~~and its Celebrity Chef Program with Iron Chef, Cat Cora to offer Chef Cora’s Mediterranean/Southern inspired cooking. Home Bistro also partnered with “Hungry Fan” celebrity chef, Daina Falk to offer Ms. Falk’s sports stadium tailgate inspired recipes. The Company plans to expand it celebrity chef program to include gourmet cuisine from notable chefs around the world. In doing so, the Company intends to create a digital food court through which it will offer consumers an internationally diversified selection of fully cooked gourmet meals.Packaging:

~~Market Information~~The Company manufactures, packages, and sells, direct-to-consumer, gourmet meals under the ~~Value~~Home ~~Chain~~Bistro brand markets restaurant quality meats and ~~Routes~~seafood tounder ~~Market~~the Prime Chop and Colorado Prime brands..

In addition to its diverse menu of gourmet meals, the Company has also partnered with world-renowned chefs to offer a selection of each chef’s specialty cuisine (the “Celebrity Chef Program”). The ~~online~~Company ~~food~~launched its Celebrity Chef Program with Iron Chef, Cat Cora to offer Chef Cora’s Mediterranean/Southern ~~delivery~~inspired ~~market~~cooking. isHome ~~projected~~Bistro also partnered with “Hungry Fan” celebrity chef, Daina Falk to ~~reach~~offer ~~$28~~Ms.5 ~~billion~~Falk’s insports stadium ~~the~~tailgate ~~United~~inspired ~~States~~recipes. inThe ~~2021~~Company ~~and~~plans ~~achieve~~to aexpand ~~cumulative~~it ~~average~~celebrity ~~growth~~chef ~~rate~~program ofto include gourmet cuisine from notable chefs 4around the world.3% ~~through~~In ~~2024~~doing so, ~~according~~the Company intends to create a ~~recent~~digital ~~report~~food bycourt ~~market~~through ~~and~~which ~~consumer~~it ~~data~~will ~~company~~offer ~~Statista~~consumers an internationally diversified selection of fully cooked gourmet meals.

~~Consumers~~Market ~~are~~Information ~~continually becoming time-starved~~ and ~~convenience-seeking, while others have tired from~~ the ~~impact~~Value ~~the~~Chain ~~pandemic has had on their access to restaurant quality food over the last year. As~~and aRoutes ~~result, consumers have aggressively sought out alternatives~~ to ~~cooking at home or ordering take-out.~~Market

~~Meal-Kits~~The online food delivery vsmarket is projected to reach $28.5 ~~Third-Party~~billion ~~Delivery~~in vsthe United States in 2021 and achieve a cumulative average growth rate of 4.3% ~~Prepared~~through ~~Meals~~2024, according to a recent report by market and consumer data company Statista.

~~Business~~Consumers ~~models for~~are ~~meal-kit~~continually ~~providers,~~becoming ~~third~~time-~~party delivery services~~ starved and ~~prepared “heat~~convenience-~~to-eat”~~seeking, ~~meal~~while ~~companies,~~others ~~differ~~have ~~vastly~~tired from ~~one~~ ~~another. Meal-kit companies provide customers pre-portioned, raw ingredients and recipes that require preparation, cooking, and~~ the ~~ensuing~~impact ~~clean-up, not to mention that~~ the ~~resulting~~pandemic ~~meal~~has ishad ~~still~~on ~~subject~~their toaccess ~~the preparer’s ability, or lack thereof,~~ to ~~cook.~~restaurant Onquality ~~average,~~food ~~meals take anywhere from 30-60 minutes for preparation and cooking and another 15 minutes to clean up. In~~over ~~addition, due to~~ the ~~short~~last ~~shelf~~year. ~~life~~As ofa ~~raw materials provided in meal-kits~~result, ~~meal-kit~~consumers ~~providers~~have ~~experience~~aggressively ~~higher~~sought ~~operating~~out ~~and supply~~alternatives ~~chain costs compared~~ to ~~prepared~~cooking ~~meal~~at ~~providers.~~home ~~Home~~or ~~Bistro’s~~ordering ~~flash freezing process and packaging serves to extend its product’s shelf life and promotes operational efficiencies~~take-out.

~~Third~~Meal-~~party~~Kits ~~online delivery platforms such as Grubhub, Uber Eats and DoorDash offer access to restaurants’ menus via a single online portal~~vs. ~~Customers~~ ~~then order directly from the app and cooked meals are delivered typically within 60 minutes by the restaurant, third~~Third-Party ~~party~~Delivery ~~delivery service or the app platform itself~~vs. ~~During~~Prepared ~~the delivery, cooked meals lose heat, which can decrease the enjoyment of the meal or require reheating.~~Meals

~~The~~Business ~~prepared~~models for meal-kit providers, third-party delivery services and prepared “heat-to-eat” ~~providers~~meal incompanies, ~~the~~differ ~~meal~~vastly ~~delivery~~from ~~segment~~one another. Meal-kit ~~(in~~companies ~~which~~provide ~~Home~~customers ~~Bistro~~pre-portioned, ~~operates)~~raw ~~ship~~ingredients ~~fresh~~and recipes that require preparation, cooking, and ~~fresh~~the ensuing clean-~~frozen~~up, ~~fully~~not to ~~cooked~~mention ~~meals~~that ~~direct-~~the resulting meal is still subject to~~-consumer~~ the preparer’s ability, or lack thereof, to cook. On average, ~~these~~ meals ~~require~~take ~~heating~~anywhere from 30-60 minutes for ~~only~~preparation ~~three~~and tocooking ~~five~~and another 15 minutes ~~using~~to aclean ~~microwave~~up. ofIn ~~sous~~addition, ~~vide~~due ~~machine.~~to ~~The~~the ~~experience~~short isshelf ~~extremely~~life ~~convenient~~of raw materials provided in meal-kits, ~~requires very~~meal-kit ~~little~~providers ~~cleanup~~experience higher operating and ~~delivers~~supply achain ~~gourmet~~costs ~~meal~~compared to prepared bymeal aproviders. Home ~~professional~~Bistro’s ~~chef.~~flash ~~Consumers~~freezing ~~can~~process ~~order~~and ~~one~~packaging ~~meal~~serves orto ~~several~~extend ~~meals, which~~its ~~can~~product’s beshelf ~~stored~~life and ~~heated~~promotes ~~when~~operational ~~desired~~efficiencies.

4Third-party online delivery platforms such as Grubhub, Uber Eats and DoorDash offer access to restaurants’ menus via a single online portal. Customers then order directly from the app and cooked meals are delivered typically within 60 minutes by the restaurant, third party delivery service or the app platform itself. During the delivery, cooked meals lose heat, which can decrease the enjoyment of the meal or require reheating.

~~Production~~The prepared, heat-to-eat providers in the meal delivery segment (in which Home Bistro operates) ship fresh and fresh-frozen, fully cooked meals direct-to-consumer. On average, these meals require heating for only three to five minutes using a microwave of sous vide machine. The experience is extremely convenient, requires very little cleanup and delivers a gourmet meal prepared by a professional chef. Consumers can order one meal or several meals, which can be stored and heated when desired.

Until mid-2020, the Company used third-party co-packers to cooks, packages, fulfill and ship its meals to its customers. In June, Home Bistro entered into a lease for commercial kitchen facilities, hired and trained professional chefs and implemented its own fulfillment operations. By managing its own food production and fulfillment, Home Bistro expects to be able to improve its competitive position, while expanding its gross profit and operating margins. It will provide the Company with significantly greater flexibility to create and introduce new menu items, including the expansion of its Celebrity Chef Program, and react to dynamics of a developing marketplace.Production

~~Orders~~Until mid-2020, the Company used third-party co-packers to cooks, packages, fulfill and ship its meals to its customers. In June, Home Bistro entered into a lease for ~~restaurant~~commercial ~~quality~~kitchen ~~meats~~facilities, hired and ~~seafood~~trained ~~through~~professional ~~the~~chefs ~~Company’s~~and ~~Prime~~implemented ~~Chop~~its own fulfillment operations. By managing its own food production and ~~Colorado~~fulfillment, ~~Prime~~Home ~~brands~~Bistro ~~continue~~expects to be ~~processed~~able to improve its competitive position, while expanding its gross profit ~~through~~and aoperating ~~third-party~~margins. ~~co-packer~~It ~~based~~will inprovide ~~North~~the ~~Carolina~~Company ~~who~~with ~~fulfills~~significantly greater flexibility to create and ~~ships~~introduce ~~customer~~new ~~orders~~menu items, including the expansion of its Celebrity Chef Program, and react to dynamics of a developing marketplace.

~~Competition~~Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brand continue to processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders.

In the direct-to-consumer prepared meal home delivery market segment, our competition is extensive and includes larger more established companies such as Jenny Craig, WW International and Nutrisystem which have significantly greater financial, technical, sales and marketing resources than the Company, as well as numerous smaller independent providers. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand. In addition, we believe the competition for consumers seeking ready-made gourmet meals (such as Home Bistro) is less intensive than other niches such as weight loss, high protein, keto, or paleo.4

In the direct-to-consumer, high quality meats and seafood market segment, our competition is extensive and includes larger more established companies such as Omaha Steaks, Kansas City Steak Company and Snake River Farms which have significantly greater financial, technical, sales and marketing resources than the Company, as well as Butcher Block, D’Artagnan and Crowd Cow. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand.Competition

~~Home~~In ~~Bistro’s~~the ~~online~~direct-to-consumer ~~competition~~prepared ~~consists~~meal ~~primarily~~home ofdelivery ~~national~~market ~~and~~segment, ~~local~~our ~~service~~competition ~~providers,~~is ~~point-of-sale~~extensive ~~module~~and ~~vendors~~includes ~~that~~larger ~~serve~~more ~~some~~established ~~independent~~companies ~~restaurants~~such ~~who~~as ~~have~~Jenny ~~their~~Craig, ~~own~~WW ~~standalone websites~~International and Nutrisystem ~~the~~which ~~online~~have ~~interfaces~~significantly ofgreater ~~restaurants~~financial, ~~that~~technical, ~~also~~sales ~~offer~~and ~~takeout.~~marketing ~~The~~resources ~~Company~~than ~~also~~the ~~competes~~Company, ~~for~~as ~~diners~~well ~~with~~as ~~online competitors~~numerous onsmaller ~~the~~independent ~~basis~~providers. ofWe ~~convenience~~believe, ~~control~~however, ~~and~~there ~~customer~~is ~~care.~~considerable ~~For~~room ~~restaurants~~for additional competitors offering modestly priced, ~~Home~~high quality ~~Bistro~~offerings, ~~competes~~as ~~with~~the ~~other~~direct-to-consumer ~~online~~segment ~~platforms~~of ~~based on~~the ~~its~~home ~~ability~~delivery market for food continues to ~~generate~~expand. ~~additional~~In ~~orders~~addition, ~~manage~~we ~~challenges~~believe the competition for consumers seeking ready-made gourmet meals (such as ~~customization,~~Home ~~change~~Bistro) ~~orders,~~is ~~menu~~less ~~updates~~intensive ~~and~~than ~~specials and~~other ~~the~~niches ~~ability~~such toas ~~help~~weight loss, ~~them~~high ~~improve~~protein, ~~their~~keto, ~~operational~~or ~~efficiency~~paleo.

~~Government~~In the direct-to-consumer, high quality meats ~~Regulation~~and seafood market segment, our competition is extensive and includes larger more established companies such as Omaha Steaks, Kansas City Steak Company and Snake River Farms which have significantly greater financial, technical, sales and marketing resources than the Company, as well as Butcher Block, D’Artagnan and Crowd Cow. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand.

~~We are~~Home ~~subject~~Bistro’s toonline ~~labor~~competition ~~and~~consists primarily ~~employment~~of ~~laws,~~national ~~import~~ and ~~trade~~local ~~restrictions~~service ~~laws~~providers, ~~laws~~point-of-sale ~~governing~~module ~~advertising,~~vendors ~~privacy~~that ~~and~~serve ~~data~~some ~~security laws,~~independent ~~safety~~restaurants ~~regulations~~who ~~and~~have ~~other~~their own ~~laws,~~standalone ~~including~~websites ~~consumer protection regulations that apply to retailers~~ and~~/or~~ the ~~promotion and~~online ~~sale~~interfaces of ~~merchandise~~restaurants ~~and~~that ~~the~~also ~~operation~~offer ~~of stores and warehouse facilities~~takeout. InThe ~~the~~Company ~~United~~also ~~States,~~competes wefor ~~are~~diners ~~subject~~with toonline competitors on the ~~regulatory authority~~basis of convenience, ~~among other agencies~~control, ~~the Federal Trade Commission (“FTC”)~~ and ~~U.S.~~customer ~~Food and Drug Administration (“FDA”)~~care. We ~~will~~For ~~employ~~restaurants, aHome ~~number~~Bistro ofcompetes ~~external resources to assist us in complying~~ with ~~our~~other ~~regulatory~~online ~~obligations. These external resources~~platforms ~~will~~based ~~include~~on ~~outside~~its ~~technology~~ability ~~providers and consultants. As we expand our business, we will be required~~ to ~~raise~~generate additional ~~capital~~ toorders, ~~cover~~manage ~~the~~challenges ~~expected~~such ~~increase~~as incustomization, ~~costs~~change toorders, ~~hire~~menu ~~and~~updates ~~train additional internal~~ and ~~external resources to ensure we remain~~specials ~~in substantial compliance with our governmental obligations. We monitor changes in these laws~~ and ~~believe~~the ~~that~~ability weto ~~are~~help inthem ~~material compliance~~improve ~~with~~their ~~applicable~~operational ~~laws~~efficiency.

~~Trademarks~~Government Regulation

We ~~own~~are ~~trademarks~~subject onto ~~certain~~labor and employment laws, import and trade restrictions laws, laws governing advertising, privacy and data security laws, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of stores and warehouse facilities. In the United States, we are subject to the regulatory authority of, among other agencies, the Federal Trade Commission (“FTC”) and U.S. Food and Drug Administration (“FDA”). We will employ a number of external resources to assist us in complying with our ~~products~~regulatory obligations. These external resources will include outside technology providers and consultants. As we expand our business, we will be required to raise additional capital to cover the expected increase in ~~including~~costs ~~Trademark~~to ~~serial~~hire ~~numbers~~and ~~86636971~~train additional internal and ~~86636968~~external resources to ensure we remain in substantial compliance with our governmental obligations. We monitor changes in these laws and believe that we are in material compliance with applicable laws.

~~Employees~~Trademarks

AsWe ofown ~~December~~trademarks ~~31,~~on ~~2020,~~certain ~~Home~~of ~~Bistro~~our ~~had 5 full-time employees.~~products, ~~None~~including ofTrademark ~~these~~serial ~~employees~~numbers ~~are~~86636971 ~~represented by collective bargaining agreements~~ and ~~the Company considers it relations with its employees to be good~~86636968.

~~ITEM 1A~~Item 2.05 ~~RISK~~Costs ~~FACTORS~~Associated with Exit or Disposal Activities.

~~In the~~On ~~execution~~October ~~of our business strategy~~28, ~~our operations and financial condition are subject to certain risks. A summary of certain~~2022, ~~material~~Home ~~risks is provided below~~Bistro, ~~and~~Inc. ~~you should take such risks into account in evaluating any investment decision involving~~ (the “Company.”) made ~~This~~the ~~section~~decision ~~does not describe all risks applicable~~ to usclose its ~~and~~kitchen facility isat ~~intended~~Pembroke ~~only~~Pine, Florida as apart ~~summary~~ of ~~certain~~a ~~material~~strategic ~~factors that~~review ~~could impact our operations in the industries in which we operate. Other sections~~ of ~~this~~its ~~report contain additional information concerning these and other risks~~business.

~~Risks~~The Company has not yet ~~Relating~~completed its analysis of charges associated with implementation of the kitchen facility closure, and therefore is not able to ~~Our~~make ~~Business~~a good ~~Generally~~faith determination of an estimate of the amount, or range of amounts, of any charges relating thereto. The Company will provide additional disclosure through an amendment to this Current Report on Form 8-K once it makes a determination of an estimate or range of estimates of such charges, if any.

~~There~~Following the closure isof ~~substantial~~the ~~doubt~~Company’s ~~about~~Miami ~~our~~kitchen ~~ability~~facility, tothe ~~continue~~delivery asof aorders ~~going~~for ~~concern~~the Company’s restaurant-quality, Colorado Prime brand meats and seafood remains in full operation.

WeItem ~~had had net losses $1,241,661 and $199,061 for the years ended December 31, 2020 and 2019, respectively~~2.06 ~~The~~Material ~~net cash used in operations was approximately $273,817 and $30,244 for the years ended December 31, 2020 and 2019, respectively~~Impairments. Additionally, the Company had an accumulated deficit of approximately $6,333,389 on December 31, 2020. These conditions, among others, raise substantial doubt about our ability to continue as a going concern for a period of twelve months for the issuance date of this report.

~~Management~~To ~~cannot~~the ~~provide~~extent ~~assurance that~~required, wethe ~~will~~information ~~ultimately~~contained ~~achieve~~in ~~sufficient~~Item ~~profitable operations or become cash flow positive or raise additional debt and/or equity capital~~2.05 ~~Management believes that our capital resources are not currently adequate to continue operating and maintaining its business strategy for a period~~ of ~~twelve months from the issuance date of~~ this ~~report.~~Current ~~The~~Report ~~Company~~on ~~may~~Form ~~seek~~8-K tois ~~raise~~incorporated ~~capital~~by ~~through~~reference ~~additional debt and/or equity financings and generate sufficient revenues to fund its operations in the future~~herein.

~~The~~Item ~~Report~~5.02 Departure of ~~our~~Directors ~~Independent~~or ~~Registered Public~~Certain ~~Accountant~~Officers; ~~firm~~Election ~~issued~~of inDirectors; ~~connection~~Appointment ~~with~~of ~~our~~Certain ~~audited~~Officers; ~~consolidated~~Compensatory ~~financial~~Arrangements ~~statement~~of ~~for~~Certain ~~the years ended December 31, 2020 and 2019 express substantial doubt about our ability to continue as a going concern~~Officers.

~~Our~~On October 31, 2022, ~~business~~Camille ~~strategy~~May ~~relating~~resigned tofrom ~~the~~her ~~development~~position ~~and~~as ~~introduction~~Chief Financial Officer of ~~new~~the ~~products~~Company, ~~and~~effective ~~services~~as ~~exposes~~of usNovember to1, ~~risks~~2022. ~~such~~Ms. asMay ~~limited~~will remain ~~customer~~as ~~and/or~~a ~~market~~consultant ~~acceptance~~with ~~and~~the ~~additional~~Company ~~expenditures~~to ~~that~~assist ~~may~~with ~~not~~certain ~~result~~financial inand ~~additional~~accounting ~~net revenue~~matters.

~~An important~~Effective ~~component~~as of ~~our business strategy is to focus on new products and services that enable us to provide immediate value~~November to1, ~~our~~2022, ~~customers.~~Zalmi ~~Customer~~Duchman, ~~and/or~~Chief ~~market~~Executive ~~acceptance~~Officer of ~~these~~the ~~new products and services cannot be predicted with certainty~~Company, ~~and if~~was weappointed ~~fail~~ to ~~execute~~serve ~~properly on this strategy or to adapt this strategy~~ as ~~market~~Interim ~~conditions~~Chief ~~evolve,~~Financial ~~our~~Officer ~~ability~~until toa ~~grow revenue~~new ~~and~~Chief ~~our~~Financial ~~results~~Officer ofis ~~operations may be adversely affected~~named. ~~If we fail to successfully implement our business strategy, our financial performance and our growth could be materially and adversely affected.~~

~~If we fail to successfully implement our business strategy, our financial performance and our growth could be materially and adversely affected.~~Employees

~~Our~~As ~~future financial performance and success are dependent in large part upon our ability to implement our business strategy successfully. Implementation~~ of ~~our~~October ~~strategy will require effective management of our operational~~31, ~~financial~~2022, ~~and~~Home ~~human~~Bistro ~~resources~~had ~~and~~4 ~~will place significant demands on those resources~~full-time employees. ~~See~~None ~~“Management’s Discussion and Analysis~~ of ~~Financial~~these ~~Condition~~employees ~~and Results of Operations” in this report for more information regarding our business strategy. There~~ are ~~risks~~represented ~~involved~~by incollective ~~pursuing~~bargaining ~~our~~agreements ~~strategy,~~and ~~including~~ the ~~ability~~Company toconsiders ~~hire~~it orrelations ~~retain~~with ~~the personnel necessary~~its employees to ~~manage~~be ~~our strategy effectively~~good.

In addition to the risks set forth above, implementation of our business strategy could be affected by a number of factors beyond our control, such as increased competition, legal developments, government regulation, general economic conditions, increased operating costs or expenses, and changes in industry trends. We may decide to alter or discontinue certain aspects of our business strategy at any time. If we are not able to implement our business strategy successfully, our long-term growth and profitability may be adversely affected. Even if we are able to implement some or all of the initiatives of our business strategy successfully, our operating results may not improve to the extent we anticipate, or at all.6

~~We may~~RISK ~~fail to realize the anticipated benefits and cost savings of the acquisition of Home Bistro, which could adversely affect the value of our common stock.~~FACTORS

~~The~~An investment in our Common Stock involves ~~ultimate~~a ~~success~~high degree of risk. You should carefully consider the ~~acquisition~~risks ofdescribed ~~Home~~below ~~Bistro~~and ~~will~~the ~~depend,~~other information in ~~part,~~this onprospectus before investing in our ~~ability~~Common toStock. ~~realize~~If any of the ~~anticipated~~following ~~benefits~~risks occur, our business, operating results and financial condition could be seriously harmed. ~~cost~~Currently, ~~savings~~shares ~~from~~of ~~combining~~our Common Stock are not publicly traded. In the ~~business~~event that shares of ~~Home~~our ~~Bistro~~Common ~~with~~Stock become publicly traded, the trading price of our ~~legacy~~Common ~~business.~~Stock ~~Our~~could ~~ability~~decline due to ~~realize~~any of these ~~anticipated~~risks, ~~benefits~~ and ~~cost~~you ~~savings~~may islose ~~subject~~all or part of your investment. In the event our Common Stock fails to ~~certain~~become ~~risks~~publicly ~~including:~~traded you may lose all or part of your investment.

●Risks ~~our~~Relating ~~ability~~ to ~~successfully~~Our ~~combine~~Business ~~the business of Home Bistro with our legacy business, including with respect to the integration of our systems and technology;~~Generally

●There ~~whether~~is ~~the~~substantial ~~combined~~doubt ~~businesses~~about ~~will~~our ~~perform~~ability to continue as ~~currently~~a ~~expected;~~going concern.

●We had net losses of $12,802,275 for the ~~possibility~~ten-month transition ~~that~~period weended ~~paid~~October ~~more~~31, ~~for~~2021 ~~Home~~and ~~Bistro~~$1,241,661 ~~than~~for the ~~value~~twelve wemonth ~~will~~period ~~derive~~ended ~~from~~December 31, 2020. The net cash used in operations was $2,771,676 and $273,817 for the ~~acquisition;~~ten-month transition period ended October 31, 2021 and twelve month period ended December 31, 2020, respectively. Additionally, we had an accumulated deficit of $19,135,664 at October 31, 2021.

●Management ~~the~~cannot ~~assumption~~provide ofassurance ~~known~~that we will ultimately achieve sufficient profitable operations or become cash flow positive or raise additional debt and/or ~~unknown~~equity ~~liabilities~~capital. We believe that our capital resources are not currently adequate to continue operating and maintaining our business strategy for a period of ~~Home~~twelve months ~~Bistro~~following the offering. We may seek to raise capital through additional debt and/or equity financings and generate sufficient revenues to fund its operations in the future.

6The Report of our Independent Registered Public Accountant firm issued in connection with our audited consolidated financial statement for the transition period ended October 31, 2021 and year ended December 31, 2020 expresses substantial doubt about our ability to continue as a going concern.

~~If we~~Our ~~are~~business ~~not~~strategy ~~able~~relating to ~~successfully combine~~ the ~~business of Home Bistro with our legacy business within the anticipated time frame,~~development orand atintroduction ~~all,~~of ~~the~~new ~~anticipated~~products ~~cost savings~~ and ~~other~~services ~~benefits~~exposes ofus ~~the~~to ~~acquisition~~risks ~~may~~such ~~not~~as belimited ~~realized~~customer ~~fully~~ and/or atmarket ~~all~~acceptance orand ~~may~~additional ~~take~~expenditures ~~longer~~that ~~to realize than expected, the combined businesses~~ may not ~~perform~~result asin ~~expected,~~additional ~~and~~net ~~the value of our common stock may be adversely affected~~revenue.

~~We cannot~~An ~~provide~~important ~~assurances~~component ~~that~~of ~~Home Bistro’s business and~~ our ~~legacy~~ business ~~can be integrated successfully. It~~ strategy is ~~possible that~~to ~~the~~focus ~~integration~~on ~~process~~new ~~could~~products ~~result~~and inservices ~~the~~that ~~loss~~enable ofus ~~key~~to ~~employees,~~provide ~~the~~immediate ~~disruption~~value ofto our ~~ongoing~~customers. ~~businesses~~Customer and/or inmarket ~~unexpected~~acceptance ~~integration~~of ~~issues,~~these ~~higher~~new ~~than~~products ~~expected integration costs,~~ and anservices ~~overall~~cannot ~~integration~~be ~~process~~predicted ~~that~~with ~~takes~~certainty, ~~longer~~and ~~than~~if ~~originally anticipated.~~we Infail ~~addition,~~to atexecute ~~times,~~properly ~~the~~on ~~attention~~this ofstrategy ~~certain~~or ~~members~~to ofadapt this ~~our~~strategy ~~management~~as ~~and~~market ~~resources~~conditions ~~may~~evolve, beour ~~focused~~ability onto ~~completion of~~grow ~~the~~revenue ~~integration~~ and ~~diverted~~our ~~from~~results ~~day-to-day~~of ~~business~~ operations, ~~which~~ may ~~disrupt~~be ~~our~~adversely ~~ongoing business~~affected. WeIf ~~may experience~~we ~~difficulties~~fail ~~associated~~to ~~with~~successfully ~~the~~implement ~~implementation~~our ~~and/or~~business ~~integration~~strategy, ofour ~~new~~financial ~~businesses,~~performance ~~services~~and ~~(including~~our ~~outsourced~~growth ~~services), technologies,~~could ~~solutions,~~be ormaterially ~~products~~and adversely affected.

WeIf ~~may~~we ~~face~~fail ~~difficulties,~~to ~~costs,~~successfully ~~and~~implement ~~delays in effectively implementing and/or integrating acquired businesses, services (including outsourced services), technologies, solutions, or products into~~ our business. ~~Implementing internally developed solutions and products~~strategy, ~~and/or~~our ~~integrating~~financial ~~newly~~performance ~~acquired businesses, services (including outsourced services),~~ and ~~technologies could be time-consuming and may strain~~ our ~~resources.~~growth ~~Consequently,~~could ~~we may not~~ be ~~successful in~~materially ~~implementing~~ and~~/or~~ ~~integrating~~adversely ~~these new businesses, services, technologies, solutions, or products and may not achieve anticipated revenue and cost benefits~~affected.

WeOur future financial performance and success are ~~may~~dependent ~~experience~~in ~~difficulties~~large ~~associated~~part ~~with~~upon ~~the~~our ~~implementation~~ability ~~and/or~~to ~~integration~~implement our business strategy successfully. Implementation of ~~new~~our ~~businesses~~strategy will require effective management of our operational, ~~services~~financial ~~(including~~and ~~outsourced~~human resources and will place significant demands on those resources. See “Management’s ~~services),~~Discussion ~~technologies,~~and ~~solutions~~Analysis of Financial Condition and Results of Operations” in this prospectus for more information regarding our business strategy. There are risks involved in pursuing our strategy, including the ability to hire or ~~products~~retain the personnel necessary to manage our strategy effectively.

WeIn ~~may~~addition ~~face~~to ~~difficulties,~~the ~~costs~~risks set forth above, ~~and~~implementation of ~~delays~~our inbusiness ~~effectively~~strategy ~~implementing and/or~~could ~~integrating~~be ~~acquired~~affected ~~businesses~~by a number of factors beyond our control, ~~services~~such ~~(including~~as ~~outsourced~~increased ~~services)~~competition, ~~technologies~~legal developments, government ~~solutions~~regulation, orgeneral ~~products~~economic ~~into~~conditions, ~~our business. Implementing~~increased ~~internally~~operating ~~developed~~costs ~~solutions~~or ~~and products~~expenses, and~~/or~~ ~~integrating~~changes ~~newly~~in ~~acquired~~industry ~~businesses,~~trends. ~~services~~We may decide ~~(including~~to ~~outsourced~~alter ~~services),~~or ~~and~~discontinue ~~technologies~~certain ~~could~~aspects beof our business strategy at any time. If we are not able to implement our business strategy successfully, our long-~~consuming~~term growth and profitability may ~~strain~~be ~~our~~adversely ~~resources~~affected. ~~Consequently,~~Even if we ~~may~~are ~~not be~~able ~~successful~~to inimplement ~~implementing~~some ~~and/~~or ~~integrating~~all ~~these~~of ~~new~~the ~~businesses,~~initiatives ~~services,~~of ~~technologies,~~our business ~~solutions~~strategy successfully, orour ~~products~~operating ~~and~~results may not ~~achieve~~ ~~anticipated~~improve ~~revenue~~to ~~and~~the ~~cost~~extent ~~benefits~~we anticipate, or at all.

~~Changes in macroeconomic conditions may adversely affect our business.~~7

~~Economic difficulties~~We ~~and~~may ~~other~~fail ~~macroeconomic~~to ~~conditions~~realize ~~could reduce~~ the ~~demand~~anticipated benefits and~~/or~~ ~~the~~cost ~~timing~~savings of ~~purchases~~the ~~for~~acquisition ~~certain~~ of ~~our~~Model ~~services from customers and potential customers. In addition~~Meals, ~~changes~~which ~~in economic conditions~~ could ~~create~~adversely ~~liquidity~~affect ~~and credit constraints. We cannot assure you that we would be able to secure additional financing if needed and, if such funds were available, that~~ the ~~terms~~ ~~and~~value ~~conditions~~of ~~would~~our beCommon ~~acceptable to us~~Stock.

The ~~effects~~ ofultimate ~~the~~success ~~outbreak~~ of the ~~novel coronavirus (“COVID-19”)~~acquisition ~~have~~of ~~negatively~~Model Meals ~~affected~~will ~~the~~depend, ~~global~~in ~~economy~~part, ~~the~~ ~~United~~on ~~States~~our ~~economy,~~ability ~~and~~to realize the ~~global~~anticipated ~~financial~~benefits ~~markets,~~ and ~~may~~cost ~~disrupt~~savings ~~our~~from ~~operations~~combining ~~and~~the ~~our~~business ~~clients’~~of ~~and~~Model ~~counterparties’~~Meals ~~operations,~~and ~~which~~Home ~~could~~Bistro. ~~have~~Our anability ~~adverse~~to ~~effect~~realize onthese ~~our~~anticipated ~~business,~~benefits ~~financial~~and ~~condition~~cost ~~and~~savings ~~results~~is ofsubject ~~operations.~~to certain risks including:

~~The~~● ~~effects~~our ofability ~~the~~to ~~outbreak~~successfully ofcombine the ~~novel~~business ~~coronavirus~~of ~~have~~Model ~~negatively affected~~Meals ~~the~~and ~~global~~Home ~~economy~~Bistro, ~~the~~including ~~United~~with ~~States~~respect ~~economy,~~to ~~and~~ the ~~global~~integration ~~financial~~of ~~markets, and may disrupt~~ our ~~operations~~systems and ~~our clients’ and counterparties’ operations, which could have an adverse effect on our business, financial condition and results of operations.~~technology;

7● whether the combined businesses will perform as currently expected;

~~The ongoing~~● ~~COVID-19 global and national health emergency has caused significant disruption in~~ the ~~international~~possibility ~~and~~that ~~United~~we ~~States economies~~paid ~~and~~more ~~financial~~for ~~markets.~~Model InMeals ~~March~~than ~~2020,~~ the ~~World~~value ~~Health~~we ~~Organization~~will ~~declared~~derive ~~the~~from COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The United States now has the ~~world’s~~acquisition; ~~most reported COVID-19 cases,~~ and all 50 states and the District of Columbia have reported cases of individuals infected with COVID-19. All states have declared states of emergency. Similar impacts have been experienced in every country in which we do business. Impacts to our business could be widespread and global, and material impacts may be possible, including the following:

● ~~Our~~the ~~employees~~assumption ~~contracting~~of ~~COVID-19;~~known and unknown liabilities of Model Meals.

●If ~~Reductions~~we inare ~~our~~not ~~operating~~able ~~effectiveness~~to assuccessfully ~~our~~combine ~~employees~~the business ~~work~~of ~~from~~Model ~~home~~Meals and Home Bistro within the anticipated time frame, or ~~disaster-recovery~~at ~~locations;~~all, the anticipated cost savings and other benefits of the acquisition may not be realized fully or at all or may take longer to realize than expected, the combined businesses may not perform as expected, and the value of our Common Stock may be adversely affected.

●We ~~Unavailability~~cannot provide assurances that Model Meals and Home Bistro can be integrated successfully. It is possible that the integration process could result in the loss of key ~~personnel~~employees, the ~~necessary~~disruption of our ongoing businesses or in unexpected integration issues, higher than expected integration costs, and an overall integration process that takes longer than originally anticipated. In addition, at times, the attention of certain members of our management and resources may be focused on completion of the integration and diverted from day-to-day ~~conduct~~business operations, which may disrupt our ongoing business. We ~~activities;~~may experience difficulties associated with the implementation and/or integration of new businesses, services (including outsourced services), technologies, solutions, or products.

●We ~~Unprecedented~~may ~~volatility~~face difficulties, costs, and delays in effectively ~~global~~implementing ~~financial~~and/or ~~markets;~~integrating acquired businesses, services (including outsourced services), technologies, solutions, or products into our business. Implementing internally developed solutions and products, and/or integrating newly acquired businesses, services (including outsourced services), and technologies could be time-consuming and may strain our resources. Consequently, we may not be successful in implementing and/or integrating these new businesses, services, technologies, solutions, or products and may not achieve anticipated revenue and cost benefits.

~~● Reductions in revenue across our operating businesses;~~8

●We ~~Closure~~may ofexperience ~~our~~difficulties ~~offices~~associated with or the ~~offices~~implementation and/or integration of ~~our~~new ~~clients;~~businesses, ~~and~~services (including outsourced services), technologies, solutions, or products.

●We Demay face difficulties, costs, and delays in effectively implementing and/or integrating acquired businesses, services (including outsourced services), technologies, solutions, or products into our business. Implementing internally developed solutions and products, and/or integrating newly acquired businesses, services (including outsourced services), and technologies could be time-~~globalization~~consuming and may strain our resources. Consequently, we may not be successful in implementing and/or integrating these new businesses, services, technologies, solutions, or products and may not achieve anticipated revenue and cost benefits.

~~Furthermore, the~~Changes ~~Company~~in ~~has~~macroeconomic ~~been~~conditions ~~following the recommendations of local health authorities to minimize exposure risk for its employees for~~may ~~the past several weeks, including the temporary closures of its offices and having employees work remotely to the extent possible, which has to an extent~~ adversely ~~affected~~affect ~~their~~our ~~efficiency. In addition, the cancellation of in-person meetings and conferences has had an adverse impact on the Company’s~~ business and financial condition and has hampered the Company’s ability to meet with customers to promote products, generate revenue and access usual sources of liquidity on reasonable terms, which in turn has negatively impacted the Company’s cash flow and its ability to pay for certain professional services.

~~The~~Economic difficulties and other macroeconomic ~~COVID-19~~conditions ~~pandemic~~could ~~also~~reduce ~~has~~the demand and/or the ~~potential~~timing toof ~~significantly~~purchases ~~impact~~for certain of our ~~Home~~services ~~Bistro~~from ~~segment’s~~customers and potential customers. Recent disruption in the general supply chain, ~~food~~could ~~manufacturers~~make it difficult to obtain or increase the cost of purchasing ingredients, which ~~distribution~~would ~~centers,~~have ora ~~logistics~~negative ~~and~~impact ~~other~~on ~~service~~revenue ~~providers~~and margins. ~~Additionally~~In addition, ~~our~~changes ~~service~~in ~~providers~~economic ~~and~~conditions ~~their~~could ~~operations~~create ~~may~~liquidity beand credit constraints. ~~disrupted,~~We ~~temporarily~~cannot ~~closed~~assure oryou ~~experience~~that ~~worker~~we orwould ~~meat~~be orable ~~other~~to ~~food~~secure ~~shortages,~~additional ~~which~~financing ~~could~~if ~~result~~needed inand, ~~additional~~if ~~disruptions or~~such ~~delays~~funds inwere ~~shipments~~available, ofthat ~~our~~the ~~Home~~terms and ~~Bistro~~conditions ~~segment’s~~would ~~products~~be acceptable to us.

~~We are~~A ~~still~~failure ~~assessing~~of our ~~business~~information ~~operations and system supports and the impact COVID-19 may have on our results and financial~~technology ~~condition, but there can be no assurance that this analysis will enable us to avoid part~~ or ~~all~~systems ofcould ~~any~~adversely ~~impact~~affect ~~from the spread of COVID-19 or its consequences, including downturns in business sentiment generally or in~~ our ~~sectors in particular~~business. ~~To date, the Company has been able to avoid layoffs and furloughs of employees.~~

AsOur ability to deliver our products and services depends on effectively using information technology. We rely upon our information technology and systems, employees, and third parties for operating and monitoring all major aspects of our business. These technologies and systems and, therefore, our operations could be damaged or interrupted by natural disasters, power loss, network failure, improper operation by our employees, data privacy or security breaches, computer viruses, computer hacking, network penetration or other illegal intrusions or other unexpected events. Any disruption in the ~~situation~~operation ~~continues~~of toour ~~evolve~~information technology or systems, regardless of the ~~Company~~cause, ~~will~~could ~~continue~~adversely toimpact ~~closely~~our ~~monitor~~operations, ~~market~~which ~~conditions~~may adversely affect our financial condition, results of operations and ~~respond~~cash ~~accordingly~~flows.

~~The further~~A ~~spread~~cybersecurity ofincident ~~the~~could ~~COVID-19~~result ~~outbreak may materially disrupt banking and other financial activity generally and~~ in the ~~areas in~~loss ~~which~~of weconfidential ~~operate.~~data, ~~This~~give ~~would~~rise ~~likely~~to ~~result~~remediation inand aother ~~decline~~expenses, inexpose ~~demand~~us ~~for~~to ~~our~~liability ~~products~~under ~~and~~consumer ~~services~~protection laws, ~~which would negatively impact~~common ~~our~~law ~~liquidity~~theories ~~position and our business strategies. Any one~~ or ~~more~~other oflaws, ~~these~~subject ~~developments~~us ~~could~~to ~~have~~litigation aand ~~material~~federal ~~adverse effect on our~~ and ~~our~~state ~~consolidated~~governmental ~~subsidiaries’ business~~inquiries, ~~operations,~~damage ~~consolidated~~our ~~financial condition~~reputation, and ~~consolidated results~~otherwise ofbe ~~operations~~disruptive to our business.

8The nature of our business involves the receipt, storage and use of personal data about our customers, as well as employees. Additionally, we rely upon third parties that are not directly under our control to store and use portions of that personal data as well. The secure maintenance of this and other confidential information or other proprietary information is critical to our business operations. To protect our information systems from attack, damage and unauthorized use, we have implemented multiple layers of security, including technical safeguards, processes, and our people. Our defenses are monitored and routinely tested internally and by external parties. Despite these efforts, threats from malicious persons and groups, new vulnerabilities, technology failures, and advanced attacks against information systems create risk of cybersecurity incidents. We cannot provide assurance that we or our third-party vendors or other service providers will not be subject to cybersecurity incidents, which may result in unauthorized access by third parties, loss, misappropriation, disclosure or corruption of customer, employee, or our information; or other data subject to privacy laws. Such cybersecurity incidents or delays in responding to or remedying damage caused by such incidents may lead to a disruption in our systems or business, costs to modify, enhance, or remediate our cybersecurity measures, liability under privacy, security and consumer protection laws or litigation under these or other laws, including common law theories, and subject us to enforcement actions, fines, regulatory proceedings or litigation against us, damage to our business reputation, a reduction in participation and sales of our products and services, and legal obligations to notify customers or other affected individuals about an incident, which could cause us to incur substantial costs and negative publicity, any of which could have a material adverse effect on our financial condition and results of operations and harm our business reputation.

AAs a result, cybersecurity and the continued development ~~failure~~and enhancement of our ~~information~~controls, ~~technology~~processes orand ~~systems~~practices ~~could~~remain ~~adversely~~a ~~affect~~priority for us. We may be required to expend significant additional resources in our ~~business~~efforts to modify or enhance our protective measures against evolving threats or to investigate and remediate any cybersecurity vulnerabilities.

Our ability to deliver our products and services depends on effectively using information technology. We rely upon our information technology and systems, employees, and third parties for operating and monitoring all major aspects of our business. These technologies and systems and, therefore, our operations could be damaged or interrupted by natural disasters, power loss, network failure, improper operation by our employees, data privacy or security breaches, computer viruses, computer hacking, network penetration or other illegal intrusions or other unexpected events. Any disruption in the operation of our information technology or systems, regardless of the cause, could adversely impact our operations, which may adversely affect our financial condition, results of operations and cash flows.9

~~A cybersecurity~~Our ~~incident~~business ~~could~~is ~~result~~subject into ~~the~~changing ~~loss~~privacy and ofsecurity ~~confidential data~~laws, ~~give~~rules ~~rise to remediation~~ and ~~other expenses~~regulations, ~~expose~~including usthe ~~to liability~~Payment ~~under~~Card ~~consumer~~Industry ~~protection~~Data ~~laws,~~Security ~~common law theories or other laws~~Standards, ~~subject~~the usTelephone toConsumer ~~litigation~~Protection Act and ~~federal~~other ~~and~~ state ~~governmental inquiries~~privacy regulations, ~~damage~~which impact our ~~reputation,~~operating costs and ~~otherwise~~for bewhich ~~disruptive~~failure to ~~our~~adhere could negatively impact our business.

~~The~~Our ~~nature~~business ofis ~~our~~subject ~~business~~to ~~involves~~various ~~the~~privacy ~~receipt~~and data security laws, ~~storage~~regulations, and ~~use~~ codes of ~~personal~~conduct ~~data~~that ~~about~~apply to our ~~customers~~various business units (e.g., asPayment ~~well~~Card asIndustry ~~employees.~~Data ~~Additionally,~~Security Standards weand ~~rely~~Telephone ~~upon~~Consumer ~~third~~Protection ~~parties~~Act ~~that~~(“TCPA”)). ~~are~~These ~~not~~laws ~~directly under~~and ~~our~~regulations ~~control~~may tobe ~~store~~inconsistent across jurisdictions and ~~use~~are ~~portions~~subject ofto ~~that~~evolving ~~personal~~and ~~data~~differing as(sometimes ~~well~~conflicting) interpretations. ~~The~~While ~~secure~~we ~~maintenance~~are ofusing ~~this~~internal and ~~other~~external ~~confidential~~resources ~~information~~to ormonitor ~~other~~compliance ~~proprietary~~with ~~information~~and isto ~~critical~~continue to modify our ~~business~~data ~~operations.~~processing Topractices ~~protect~~and ~~our~~policies ~~information~~in ~~systems~~order ~~from~~to ~~attack,~~comply with evolving privacy ~~damage~~laws, ~~and~~relevant ~~unauthorized~~regulatory ~~use,~~authorities wecould ~~have~~determine ~~implemented~~that ~~multiple~~our ~~layers~~data handling practices fail to address all the requirements of ~~security~~certain new laws, ~~including~~which ~~technical~~could ~~safeguards,~~subject ~~processes,~~us to penalties and/or ~~our people~~litigation. ~~Our~~Government ~~defenses~~regulators, ~~are~~privacy ~~monitored~~advocates and ~~routinely~~class ~~tested~~action ~~internally~~attorneys are increasingly scrutinizing how companies collect, process, use, store, share and bytransmit ~~external~~personal ~~parties~~data. ~~Despite~~This ~~these~~increased ~~efforts,~~scrutiny ~~threats~~may ~~from~~result ~~malicious~~in ~~persons~~new ~~and~~interpretations ~~groups,~~of existing laws as well as new ~~vulnerabilities~~laws, ~~technology failures~~regulations, and ~~advanced~~industry ~~attacks~~standards ~~against~~concerning ~~information~~privacy, ~~systems~~data ~~create~~protection, ~~risk~~and ofinformation ~~cybersecurity~~security ~~incidents.~~proposed Weand ~~cannot~~enacted ~~provide~~in ~~assurance~~various ~~that~~jurisdictions, wethereby orfurther impacting our ~~third-party~~business. ~~vendors~~For orexample, ~~other~~the ~~service providers will~~California ~~not~~Consumer bePrivacy ~~subject~~Act toof ~~cybersecurity~~2018 ~~incidents~~(“CCPA”), ~~which~~went ~~may~~into ~~result~~effect inon ~~unauthorized~~January ~~access~~1, by2020, ~~third~~and ~~parties,~~it ~~loss,~~applies ~~misappropriation,~~broadly ~~disclosure~~to information that identifies or ~~corruption~~is ofassociated ~~customer,~~with ~~employee,~~any California household or ~~our~~individual, ~~information;~~and orcompliance ~~other~~with ~~data~~the ~~subject~~new tolaw ~~privacy~~requires ~~laws.~~that ~~Such~~we ~~cybersecurity~~implement ~~incidents~~several oroperational ~~delays~~changes, inincluding ~~responding~~processes to orrespond ~~remedying~~to ~~damage~~individuals’ ~~caused~~data byaccess ~~such~~and ~~incidents~~deletion ~~may~~requests. ~~lead~~Failure to acomply ~~disruption~~with the CCPA may result in attorney general enforcement action and damage to our ~~systems~~reputation. orThe ~~business~~CCPA also provides for civil penalties for violations, ~~costs~~as well as a private right of action for data breaches that may increase data breach litigation. We may also be exposed to ~~modify~~litigation, ~~enhance~~regulatory fines, penalties or ~~remediate~~other ~~our~~sanctions ~~cybersecurity~~if ~~measures~~the personal, ~~liability~~confidential ~~under~~or ~~privacy,~~proprietary ~~security~~information ~~and~~of ~~consumer~~our ~~protection~~customers ~~laws~~is mishandled or misused ~~litigation~~by ~~under~~any ~~these~~of our suppliers, counterparties or other ~~laws~~third parties, ~~including~~or ~~common~~if ~~law~~such ~~theories,~~third ~~and~~parties ~~subject~~do usnot tohave ~~enforcement~~appropriate ~~actions,~~controls ~~fines,~~in ~~regulatory~~place ~~proceedings~~to orprotect ~~litigation~~such ~~against us~~personal, ~~damage~~confidential toor ~~our~~proprietary ~~business~~information. ~~reputation~~Additionally, athe ~~reduction~~Federal inTrade ~~participation~~Commission (“FTC”) and ~~sales~~many state ofattorneys ~~our~~general ~~products~~are ~~and~~interpreting ~~services,~~ federal and ~~legal~~state ~~obligations~~consumer toprotection ~~notify~~laws ~~customers~~to orimpose ~~other~~standards ~~affected~~for ~~individuals~~the ~~about~~collection, anuse, ~~incident~~dissemination, and ~~which~~security ~~could~~of ~~cause~~data. usThe toobligations ~~incur~~imposed ~~substantial costs~~by the CCPA and ~~negative~~other ~~publicity,~~similar ~~any~~laws ofthat ~~which~~may ~~could~~be ~~have~~enacted aat ~~material~~the ~~adverse~~federal ~~effect~~and onstate level may require us to modify our ~~financial~~business ~~condition~~practices and ~~results~~policies ~~of operations~~ and ~~harm~~to ~~our~~incur ~~business~~substantial ~~reputation~~expenditures in order to comply.

~~As a result, cybersecurity and the continued development and enhancement of our controls, processes and practices remain a priority for us.~~ We ~~may~~depend beon ~~required to expend significant additional resources in~~ our ~~efforts~~management ~~to modify or enhance our protective measures against evolving threats or to investigate and remediate any cybersecurity vulnerabilities~~team.

~~Our~~The ~~business~~Company’s isfuture ~~subject~~success toprimarily ~~changing~~depends on ~~privacy~~the ~~and~~efforts ~~security~~of ~~laws~~the existing management team, ~~rules~~ particularly, ~~and~~Zalmi ~~regulations~~Duchman, ~~including~~our Chief Executive Officer. Loss of the ~~Payment~~services ~~Card~~of ~~Industry~~Mr. Duchman ~~Data~~could ~~Security~~materially ~~Standards,~~and adversely affect the ~~Telephone~~Company’s ~~Consumer~~business ~~Protection~~prospects. ~~Act~~We ~~and~~do not carry “key-man” life insurance ~~other~~on ~~state~~the ~~privacy~~lives ~~regulations~~of any of our employees or advisors. As sufficient funds become available, ~~which~~the ~~impact~~Company intends to hire additional qualified personnel. Significant competition exists for such personnel and, accordingly, our ~~operating~~compensation costs may increase significantly. The Company believes it will be able to recruit and retain personnel with the skills required for ~~which~~present ~~failure~~needs toand ~~adhere~~future ~~could~~growth ~~negatively~~but ~~impact~~cannot assure ~~our~~it ~~business~~will be successful in those efforts.

~~Our~~In ~~business~~order ~~is subject~~ to ~~various~~be ~~privacy and data security laws~~successful, regulations, and codes of conduct that apply to our various business units (e.g., Payment Card Industry Data Security Standards and Telephone Consumer Protection Act (“TCPA”)). These laws and regulations may be inconsistent across jurisdictions and are subject to evolving and differing (sometimes conflicting) interpretations. While we ~~are~~must ~~using internal and external resources to monitor compliance with and to continue to modify our data processing practices and policies in order to comply with evolving privacy laws~~attract, ~~relevant regulatory authorities could determine that our data handling practices fail to address all the requirements~~ ~~of certain new laws~~engage, ~~which could subject us to penalties and/or litigation. Government regulators~~retain, ~~privacy advocates~~ and ~~class action~~integrate ~~attorneys~~key ~~are~~employees ~~increasingly scrutinizing how companies collect, process, use, store, share~~ and ~~transmit~~have ~~personal~~adequate ~~data.~~succession ~~This increased~~plans ~~scrutiny may result~~ in ~~new interpretations of existing laws as well as new laws~~place, ~~regulations,~~ and ~~industry~~failure ~~standards concerning~~to ~~privacy,~~do ~~data~~so ~~protection,~~could ~~and~~have ~~information~~an ~~security~~adverse ~~proposed and enacted in various jurisdictions, thereby further impacting our business. For example, the California Consumer Privacy Act of 2018 (“CCPA”), went into~~ effect on January 1, 2020, and it applies broadly to information that identifies or is associated with any California household or individual, and compliance with the new law requires that we implement several operational changes, including processes to respond to individuals’ data access and deletion requests. Failure to comply with the CCPA may result in attorney general enforcement action and damage to our ~~reputation.~~ ~~The~~ability ~~CCPA also provides for civil penalties for violations, as well as a private right of action for data breaches that may increase data breach litigation. We may also be exposed~~ to ~~litigation,~~manage ~~regulatory fines, penalties or other sanctions if the personal, confidential or proprietary information of~~ our customers is mishandled or misused by any of our suppliers, counterparties or other third parties, or if such third parties do not have appropriate controls in place to protect such personal, confidential or proprietary information. Additionally, the Federal Trade Commission (“FTC”) and many state attorneys general are interpreting federal and state consumer protection laws to impose standards for the collection, use, dissemination, and security of data. The obligations imposed by the CCPA and other similar laws that may be enacted at the federal and state level may require us to modify our business ~~practices and policies and to incur substantial expenditures in order to comply~~.

WeOur success depends, in large part, on our ability ~~depend~~to attract, engage, retain, and integrate qualified executives and other key employees throughout all areas of our business. Identifying, developing internally or hiring externally, training, and retaining highly skilled managerial and other personnel are critical to our future, and competition for experienced employees can be intense. Failure to successfully hire executives and key employees or the loss of any executives and key employees could have a significant impact on our operations. The loss of services of any key personnel, the inability to retain and attract qualified personnel in the future, or delays in hiring may harm our business and results of operations. Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key newly hired employees could adversely affect our business and results of operations.

The Company’s future success primarily depends on the efforts of the existing management team, particularly, Zalmi Duchman, our Chief Executive Officer. Loss of the services of Mr. Duchman could materially and adversely affect the Company’s business prospects. We do not carry “key-man” life insurance on the lives of any of our employees or advisors. As sufficient funds become available, the Company intends to hire additional qualified personnel. Significant competition exists for such personnel and, accordingly, our compensation costs may increase significantly. The Company believes it will be able to recruit and retain personnel with the skills required for present needs and future growth but cannot assure it will be successful in those efforts.10

9We face competition for staffing, which may increase our labor costs and reduce profitability.

InWe ~~order~~compete towith beother ~~successful,~~food weand ~~must~~beverage ~~attract,~~services providers ~~engage~~in recruiting qualified management, ~~retain~~including executives with the required skills and experience to operate and grow our business, and ~~integrate~~staff ~~key~~personnel ~~employees~~for the day-to-day operations of our business. These challenges may require us to enhance wages and ~~have~~benefits ~~adequate~~to ~~succession~~recruit and ~~plans~~retain qualified management and other professionals. Difficulties in ~~place,~~attracting and ~~failure~~retaining toqualified domanagement soand other professionals, or in controlling labor costs, could have ana material adverse effect on our ~~ability~~ ~~to manage our business~~profitability.

~~Our~~We ~~success~~are ~~depends, in large part, on our ability to attract, engage, retain, and integrate qualified executives and other key employees throughout all areas of our business. Identifying, developing internally,~~ or ~~hiring~~may ~~externally,~~become ~~training~~a ~~and~~party ~~retaining highly skilled managerial and other personnel are critical~~ to ~~our future,~~litigation ~~and~~that ~~competition~~could ~~for~~potentially ~~experienced~~force ~~employees~~us ~~can be intense. Failure~~ to ~~successfully~~pay ~~hire executives and key employees or the loss of any executives and key employees could have a~~ significant ~~impact~~damages ~~on our operations. The loss of services of any key personnel, the inability to retain~~ and ~~attract qualified personnel in the future,~~ /or ~~delays in hiring may~~ harm our ~~business and results of operations~~reputation. Further, changes in our management team may be disruptive to our business, and any failure to successfully integrate key newly hired employees could adversely affect our business and results of operations.

We could be subject to certain legal proceedings, which potentially involve large claims and significant defense costs (see “Legal Proceedings”). These legal proceedings and any other claims that we may face ~~competition~~in ~~for~~the ~~staffing~~future, ~~which~~whether with or without merit, could result in costly litigation, and divert the time, attention, and resources of our management. The coverage limits of our insurance policies may not be adequate to cover all such claims and some claims may not be covered by insurance. Additionally, insurance coverage with respect to some claims against us or our directors and officers may not be available on terms that would be favorable to us, or the cost of such coverage could increase in the future. Further, although we believe that we have conducted our ~~labor~~operations ~~costs~~in compliance with applicable statutory and ~~reduce~~contractual ~~profitability~~requirements and that we have meritorious defenses to outstanding claims, it is possible that resolution of these legal matters could have a material adverse effect on our results of operations. In addition, legal expenses associated with the defense of these matters may be material to our results of operations in a particular financial reporting period.

~~We compete~~Third ~~with~~parties ~~other~~may ~~food~~infringe ~~and~~on ~~beverage services providers in recruiting qualified management, including executives with the required skills and experience to operate and grow~~ our ~~business~~brands, ~~and staff personnel for the day-to-day operations of our business. These~~ ~~challenges~~trademarks ~~may require us to enhance wages~~ and ~~benefits to recruit and retain qualified management and~~ other ~~professionals.~~intellectual ~~Difficulties in~~property ~~attracting and retaining qualified management and other professionals~~rights, orwhich inmay ~~controlling labor costs, could~~ have aan ~~material~~ adverse ~~effect~~impact on our ~~profitability~~business.

We ~~are~~ orcurrently ~~may~~rely ~~become~~on a ~~party~~combination of trademark and other intellectual property laws and confidentiality procedures to ~~litigation~~establish and protect our proprietary rights, including our brands. If we fail to successfully enforce our intellectual property rights, the value of our brands, services and products could be diminished and our business may suffer. Our precautions may not prevent misappropriation of our intellectual property. Any legal action that we may bring to protect our brands and other intellectual property could ~~potentially~~be ~~force~~unsuccessful usand expensive and could divert management’s attention from other business concerns. In addition, legal standards relating to ~~pay~~the ~~significant~~validity, ~~damages~~enforceability, and~~/or~~ ~~harm~~scope of protection of intellectual property, especially in Internet-related businesses, are uncertain and evolving. We cannot assure you that these evolving legal standards will sufficiently protect our ~~reputation~~intellectual property rights in the future.

We ~~could~~ ~~be subject to certain legal proceedings, which potentially involve large claims and significant defense costs (see “Legal Proceedings”). These legal proceedings and any other claims that we~~ may face in the future, whether with or without merit, could result in costly litigation, and divert the time, attention, and resources of our management. The coverage limits of our insurance policies may not be ~~adequate~~subject to ~~cover~~intellectual ~~all such claims and some claims may not be covered by insurance. Additionally,~~property ~~insurance~~rights ~~coverage with respect to some~~ claims ~~against us or our directors and officers may not be available on terms that would be favorable to us, or the cost of such coverage could increase in the future~~. Further, although we believe that we have conducted our operations in compliance with applicable statutory and contractual requirements and that we have meritorious defenses to outstanding claims, it is possible that resolution of these legal matters could have a material adverse effect on our results of operations. In addition, legal expenses associated with the defense of these matters may be material to our results of operations in a particular financial reporting period.

Third parties may ~~infringe~~make onclaims ~~our~~against ~~brands~~us alleging infringement of their intellectual property rights. Any intellectual property claims, ~~trademarks~~regardless of merit, could be time-consuming and expensive to litigate or settle and could significantly divert management’s attention from other ~~intellectual~~business ~~property~~concerns. ~~rights~~In addition, if ~~which~~we were unable to successfully defend against such claims, we may have anto ~~adverse~~pay ~~impact~~damages, stop selling the service or product or stop using the software, technology or content found to be in violation of a third party’s rights, seek a license for the infringing service, product, software, technology or content or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop alternatives or stop using the service, product, software, technology or content for any infringing aspects of our business, we may be forced to limit our service and product offerings. Any of these results could reduce our revenue and our ability to compete effectively, increase our costs or harm our business.

WeDamage ~~currently rely on a combination of trademark and other intellectual property laws and confidentiality procedures~~ to ~~establish and protect~~ our ~~proprietary~~reputation ~~rights,~~could ~~including~~harm our ~~brands. If we fail~~ ~~to successfully enforce our intellectual property rights~~business, ~~the~~including ~~value of~~ our ~~brands,~~competitive ~~services~~position and ~~products could be diminished and our~~ business ~~may suffer~~prospects. Our precautions may not prevent misappropriation of our intellectual property. Any legal action that we may bring to protect our brands and other intellectual property could be unsuccessful and expensive and could divert management’s attention from other business concerns. In addition, legal standards relating to the validity, enforceability, and scope of protection of intellectual property, especially in Internet-related businesses, are uncertain and evolving. We cannot assure you that these evolving legal standards will sufficiently protect our intellectual property rights in the future.

WeOur ability to attract and retain customers and ~~may~~employees beis ~~subject~~impacted by our reputation. Harm to ~~intellectual~~our ~~property~~reputation ~~rights~~can arise from various sources, including employee misconduct, cyber security breaches, unethical behavior, litigation or regulatory outcomes, which could, among other consequences, increase the size and number of litigation claims and damages asserted or subject us to enforcement actions, fines and penalties and cause us to incur related costs and expenses.

~~Third~~We ~~parties~~rely ~~may~~on ~~make~~third ~~claims~~parties ~~against~~to provide us ~~alleging infringement~~with ofadequate ~~their~~food ~~intellectual property rights. Any intellectual property claims~~supply, ~~regardless~~freight ofand ~~merit,~~fulfillment ~~could be time-consuming~~ and ~~expensive to~~Internet ~~litigate or settle~~ and ~~could~~networking ~~significantly divert management’s attention from other business concerns. In addition~~services, ~~if we were unable to successfully defend against such claims, we may have to pay damages, stop selling~~ the ~~service~~loss or ~~product~~disruption ~~or stop using the software, technology or content found to be in violation~~ of a third party’s rights, seek a license for the infringing service, product, software, technology, or content or develop alternative non-infringing services, products, software, technology or content. If we cannot license on reasonable terms, develop alternatives, or stop using the service, product, software, technology or content for any ~~infringing aspects~~ of ~~our~~which ~~business, we may be forced to limit our service and product offerings. Any of these results~~ could ~~reduce~~ cause our revenue ~~and our ability to compete effectively~~, ~~increase~~earnings ~~our costs~~ or ~~harm~~reputation ~~our~~to ~~business~~suffer.

~~Damage~~We rely on third-parties to supply all of the food and other products we sell as well as packaging materials. If we are unable to ~~our~~obtain ~~reputation~~sufficient ~~could~~quantity, ~~harm~~quality and variety of food, other products and packaging materials in a timely and low-cost manner from our ~~business~~manufacturers, ~~including~~we will be unable to fulfill our customers’ ~~competitive~~orders ~~position~~in a timely manner, which may cause us to lose revenue and ~~business~~market ~~prospects~~share or incur higher costs, as well as damage the value of our brands.

~~Our~~Currently, ~~ability~~almost toall ~~attract~~of ~~and~~our ~~retain customers~~direct-to-consumer ~~and~~customer ~~employees~~orders isare ~~impacted~~shipped by ~~our~~one ~~reputation.~~third-party ~~Harm~~provider toand almost all of our ~~reputation~~orders ~~can~~for ~~arise~~retail ~~from~~programs ~~various~~are ~~sources,~~shipped ~~including~~by ~~employee~~another ~~misconduct,~~third-party ~~cyber~~provider. ~~security~~Should ~~breaches,~~these ~~unethical~~providers ~~behavior,~~be ~~litigation,~~unable orto ~~regulatory~~service ~~outcomes~~our needs for even a short duration, ~~which~~our revenue and business could, ~~among~~be ~~other~~adversely affected. ~~consequences~~Additionally, ~~increase~~ the ~~size~~cost and ~~number~~time ofassociated ~~litigations~~with ~~claims~~replacing ~~and~~these ~~damages~~providers ~~asserted~~on orshort ~~subject~~notice uswould add to ~~enforcement~~our ~~actions,~~costs. ~~fines~~Any ~~and~~replacement fulfillment ~~penalties~~provider ~~and~~would also require startup time, which could cause us to ~~incur~~lose ~~related~~sales ~~costs~~ and ~~expenses~~market share.

1011

~~We rely~~Our business also depends on ~~third~~a number of third parties tofor ~~provide~~Internet usaccess ~~with~~and ~~adequate~~networking, ~~food~~and ~~supply~~we have limited control over these third parties. Should our network connections go down, our ~~freight~~ability ~~and~~to ~~fulfillment~~fulfill ~~and~~orders ~~Internet~~would ~~and~~be ~~networking~~delayed. ~~services~~Further, ~~the loss~~if our websites or ~~disruption~~call ofcenter ~~any~~become unavailable for a noticeable period of time ~~which~~due ~~could~~to ~~cause~~Internet ~~our~~or ~~revenue~~communication failures, ~~earnings~~our business could be adversely affected, orincluding ~~reputation~~harm to ~~suffer~~our brands and loss of sales.

WeTherefore, ~~rely on third-party manufacturers to supply all of the food and other products~~ we ~~sell~~are asdependent ~~well~~on asthese ~~packaging~~third ~~materials~~parties. The Ifservices we ~~are~~require ~~unable to obtain sufficient quantity, quality and variety of food, other products, and packaging materials in a timely and low-cost manner~~ from ~~our~~these ~~manufacturers,~~parties wemay ~~will~~ be ~~unable~~disrupted toby ~~fulfill our customers’ orders in~~ a ~~timely~~number ~~manner,~~of ~~which may cause us to lose revenue and market share or incur higher costs~~factors, asincluding ~~well as damage~~ the ~~value of our brands.~~following:

~~Currently, all~~● ofLabor our Home Bistro order fulfillment is handled by one third-party provider. Also, almost all of our direct-to-consumer Home Bistro customer orders are shipped by one third-party provider and almost all of our orders for Home Bistro retail programs are shipped by another third-party provider. Should these providers be unable to service our needs for even a short duration, our revenue and business could be adversely affected. Additionally, the cost and time associated with replacing these providers on short notice would add to our costs. Any replacement fulfillment provider would also require startup time, which could cause us to lose sales and market share.disruptions;

~~Our business~~● ~~also~~Delivery depends on a number of third parties for Internet access and networking, and we have limited control over these third parties. Should our network connections go down, our ability to fulfill orders would be delayed. Further, if our websites or call center become unavailable for a noticeable period of time due to Internet or communication failures, our business could be adversely affected, including harm to our brands and loss of sales.problems;

~~Therefore, we~~● ~~are~~Financial ~~dependent~~condition onor ~~these~~results ~~third parties. The services we require from these parties may be disrupted by a number~~ of ~~factors, including the following:~~operations;

● ~~labor~~Internal ~~disruptions~~inefficiencies;

● ~~delivery~~Equipment ~~problems~~failure;

● ~~financial~~Severe ~~condition or results of operations~~weather;

● ~~internal inefficiencies~~Fire;

● ~~equipment~~Natural ~~failure~~or man-made disasters; and

● ~~severe~~With ~~weather;~~respect to our food suppliers, shortages of ingredients or United States Department of Agriculture (“USDA”) or FDA compliance issues.

●Further, ~~fire;~~if a regional or global health epidemic or pandemic occurs, such as COVID-19, depending upon its location, duration and severity, our business could be severely affected. A regional or global health epidemic or pandemic might also adversely affect our business by disrupting the operations of our call center, creating negative popular sentiment among consumers of delivered food, or by disrupting or delaying our third-party providers’ ability to, among other things (i) supply the products that we sell, as well as packaging materials, (ii) fulfill segment customer orders and (iii) provide internet and networking services.

●Our ~~natural~~ability orto ~~man-made~~source ~~disasters;~~quality ingredients and other products is critical to our business, and any disruption to our supply or supply chain could materially adversely affect our business.

●We ~~with~~depend ~~respect~~on tofrequent ~~our~~deliveries ~~food~~of ingredients and other products from a variety of local, regional, national and international suppliers, ~~shortages~~and some of our suppliers may depend on a variety of other local, regional, national and international suppliers to fulfill the purchase orders we place with them. The availability of such ingredients orand ~~United~~other ~~States~~products ~~Department~~at competitive prices depends on many factors beyond our control, including the number and size of ~~Agriculture~~farms, ~~(“USDA”)~~ranches orand ~~United~~other ~~States~~suppliers ~~Food~~that provide crops, livestock and ~~Drug~~other ~~Administration~~raw ~~(“FDA”)~~materials ~~compliance~~that ~~issues~~meet our quality and production standards.

~~Further~~We rely on our suppliers, and their supply chains, ifto ameet ~~regional~~our orquality ~~global~~and ~~health~~production ~~epidemic~~standards orand ~~pandemic~~specifications ~~occurs,~~and ~~such~~supply asingredients ~~COVID-19,~~and ~~depending~~other ~~upon~~products ~~its~~in ~~location,~~a ~~duration~~timely and ~~severity,~~safe manner. We have developed and implemented a series of measures to ensure the safety and quality of our ~~business~~third ~~could~~party-supplied beproducts, ~~severely~~including using ~~affected.~~contract Aspecifications, ~~regional~~certificates orof ~~global~~identity ~~health~~for ~~epidemic~~some products or ~~pandemic~~ingredients, ~~might~~sample ~~also~~testing ~~adversely~~by ~~affect~~suppliers ~~our~~and ~~business~~sensory based bytesting. ~~disrupting~~However, no safety and quality measures can eliminate the ~~operations~~possibility that suppliers may provide us with defective or out-of-specification products ~~our~~against ~~call~~which ~~center,~~regulators ~~creating~~may ~~negative~~take ~~popular~~action ~~sentiment~~or ~~among~~which ~~consumers~~may ofsubject ~~delivered~~us ~~food,~~to litigation or byrequire a recall. Suppliers may provide us ~~disrupting~~with food that is or ~~delaying~~may be unsafe, food that is below our ~~third-party~~quality ~~providers’~~standards ~~ability~~or food that is improperly labeled. In addition to a negative customer experience, ~~among~~we ~~other~~could ~~things~~face ~~(i)~~possible ~~supply~~seizure ~~the~~or recall of our products ~~that~~and wethe ~~sell,~~imposition ~~as well~~of ascivil ~~packaging~~or ~~materials,~~criminal ~~(ii)~~sanctions ~~fulfill~~if ~~segment~~we incorporate ~~customer~~a ~~orders~~defective ~~and~~or ~~(iii)~~out-of-specification ~~provide~~item ~~internet~~into ~~and~~one ~~networking~~of ~~services~~our deliveries.

~~Our industries are highly competitive. If any of our competitors or a new entrant into the market with significant resources has products similar to ours, our business could be significantly affected.~~12

~~Competition is~~Changes ~~intense~~ in ~~the~~food ~~meal~~costs ~~delivery services industry~~ and ~~the~~availability ~~beverage industry and we must remain competitive in the areas of program~~could ~~efficacy,~~materially ~~price, taste, customer service and brand recognition. Some of our competitors are significantly larger than we are and have substantially greater resources. Our business could be~~ adversely ~~affected~~affect ~~if someone with significant resources decided to imitate~~ our services or products. Any increased competition from new entrants into our segments’ industry or any increased success by existing competition could result in reductions in our sales or prices, or both, which could have an adverse effect on our business ~~and results of operations~~.

IfThe future success of our business depends in part on our ability to anticipate and react to changes in food and supply costs and availability. We are susceptible to increases in food costs as a result of factors beyond our control, such as general economic conditions, market changes, increased competition, general risk of inflation, exchange rate fluctuations, seasonal fluctuations, shortages or interruptions, weather conditions, changes in global climates, global demand, food safety concerns, generalized infectious diseases, changes in law or policy, declines in fertile or arable lands, product recalls and government regulations. In particular, deflation in food prices could reduce the attractiveness of our product offerings relative to competing products and thus impede our ability to maintain or increase overall sales, while food inflation, particularly periods of rapid inflation, could reduce our operating margins as there may be a lag between the time of the price increase and the time at which we are able to increase the price of our product offerings. We generally do not ~~continue~~have tolong-term ~~receive~~supply ~~referrals~~contracts ~~from~~or ~~existing~~guaranteed ~~Home~~purchase commitments ~~Bistro~~with ~~segment~~our ~~customers~~food suppliers, and we do not hedge our ~~Home~~commodity ~~Bistro~~risks. ~~segment’s~~In ~~customer~~limited circumstances, we may enter into strategic purchasing ~~acquisition~~commitment ~~cost~~contracts with certain suppliers, but many of these contracts are relatively short in duration and may ~~increase~~provide only limited protection from price fluctuations, and the use of these arrangements may limit our ability to benefit from favorable price movements. As a result, we may not be able to anticipate, react to or mitigate against cost fluctuations which could materially adversely affect our business, financial condition and operating results.

~~We rely~~Any onincrease ~~word-~~in the prices of~~-mouth~~ ~~advertising~~the ~~for~~ingredients most acritical ~~portion~~to our recipes, or scarcity of ~~our~~such ~~new~~ingredients, ~~Home~~such ~~Bistro~~as ~~segment~~vegetables, ~~customers.~~poultry, Ifbeef, pork and seafood, would adversely affect our ~~brands~~operating ~~suffer~~results. orAlternatively, in the ~~number~~event of ~~customers~~ ~~acquired~~cost ~~through~~increases ~~referrals~~or ~~drops~~decrease ~~due~~of availability with respect to ~~other~~one ~~circumstances,~~or more of our ~~costs~~key ingredients, ~~associated~~we ~~with~~may ~~acquiring~~choose ~~new~~to ~~Home~~temporarily ~~Bistro~~suspend ~~segment customers~~including ~~and~~such ~~generating~~ingredients ~~revenue~~in ~~will~~our ~~increase~~recipes, ~~which~~rather ~~will,~~than inpaying ~~turn,~~the ~~have~~increased ancost ~~adverse~~for the ~~effect~~ingredients. onAny such changes to our ~~profitability~~available recipes could materially adversely affect our business, financial condition and operating results.

11Any failure to adequately store, maintain and deliver quality perishable foods could materially adversely affect our business, financial condition and operating results.

~~Changes~~Our ability to adequately store, maintain and deliver quality perishable foods is critical to our business. We store food products, which are highly perishable, in refrigerated fulfillment centers and ship them to our customers inside boxes that are insulated with thermal or corrugate liners and frozen refrigerants to maintain appropriate temperatures in transit. Keeping our food products at specific temperatures maintains freshness and enhances food safety. In the event of extended power outages, natural disasters or other catastrophic occurrences, failures of the refrigeration systems in our fulfillment centers or third party delivery trucks, failure to use adequate packaging to maintain appropriate temperatures, or other circumstances both within and beyond our control, our inability to store highly perishable inventory at specific temperatures could result in significant product inventory losses as well as increased risk of food-borne illnesses and other food safety risks. Improper handling or storage of food by a customer—without ~~preferences~~any fault by us—could result in food-borne illnesses, which could nonetheless result in negative publicity and harm to our brand and reputation. Further, we contract with third parties to conduct certain fulfillment processes and operations on our behalf. Any failure by such third party to transport perishable foods within reasonable time could negatively impact the safety, quality and merchantability of our products and the experience of our customers. The occurrence of any of these risks could materially adversely affect our business, financial condition and operating results.

Our Home Bistro segment programs feature gourmet online meal delivery service selections, which we believe offer convenience and value to our customers. Our continued success depends, to a large degree, upon the continued popularity of our Home Bistro segment programs versus various other food services. Changes in customer tastes and preferences away from our ready-to-go food, and any failure to provide innovative responses to these changes, may have a materially adverse impact on our business, financial condition, operating results, and cash flows.13

~~Our success~~Even isinadvertent, ~~also~~non-negligent ~~dependent~~or onunknowing violations ~~our food innovation including maintaining a robust array~~ of ~~food~~federal, ~~items~~state ~~and~~or ~~improving~~local ~~the~~regulatory ~~quality of~~requirements ~~existing~~could ~~items.~~expose Ifus weto doadverse ~~not~~governmental ~~continually~~action ~~expand~~and ~~our~~materially ~~food items or provide customers with items that are desirable in taste~~adversely ~~and~~affect ~~quality,~~ our business, ~~could~~financial becondition ~~adversely~~and ~~impacted~~operating results.

The Federal Food, Drug, and Cosmetic Act (“FDCA”), ~~industry~~which governs the shipment of foods in ~~which~~interstate commerce, generally does not distinguish between intentional and unknowing, non-negligent violations of the law’s requirements. Most state and local laws operate similarly. Consequently, almost any deviation from subjective or objective requirements of the FDCA or state or local law leaves us vulnerable to a variety of civil and criminal penalties. In the future, we may deploy new equipment, update our ~~Home~~facilities ~~Bistro~~or ~~segment~~occupy ~~operates~~new isfacilities. ~~subject~~These activities require us to ~~governmental~~adjust ~~regulation~~our ~~that~~operations and regulatory compliance systems to meet rapidly changing conditions. Although we have adopted and implemented systems to prevent the production of unsafe or mislabeled products, any failure of those systems to prevent or anticipate an instance or category of deficiency could ~~increase~~result in ~~severity~~significant business interruption and ~~hurt~~financial losses to us. The occurrence of events that are difficult to prevent completely, ~~results~~such as the introduction of ~~operations~~pathogenic organisms from the outside environment into our facilities, also may result in the failure of our products to meet legal standards. Under these conditions we could be exposed to civil and criminal regulatory action.

~~The~~In ~~industry~~some ininstances, ~~which~~we ~~our~~may ~~Home~~be ~~Bistro~~responsible ~~segment~~or ~~operates~~held liable isfor ~~subject to~~the ~~federal,~~activities ~~state,~~and compliance of our third party vendors and ~~other~~suppliers, ~~governmental~~despite ~~regulation~~limited visibility into their operations. ~~Certain~~Although we ~~federal~~monitor and ~~state~~carefully ~~agencies,~~select ~~such~~our asthird-party ~~the~~vendors ~~FTC~~and suppliers, ~~regulate~~they ~~and~~may ~~enforce such~~fail ~~laws~~to ~~relating~~adhere to ~~advertising~~regulatory standards, ~~disclosures~~our tosafety ~~customers,~~and quality ~~privacy,~~standards ~~customer~~or ~~pricing~~labor and ~~billing~~employment ~~arrangements~~practices, and ~~other~~we ~~customer protection~~may ~~matters.~~fail Ato ~~determination~~identify bydeficiencies or violations on a ~~federal~~timely basis or ~~state~~at ~~agency~~all. In addition, or a ~~court,~~statute ~~that~~in ~~any~~California called the Transparency in Supply Chains Act of ~~our~~2010 ~~practices~~requires dous ~~not~~to ~~meet~~audit ~~existing~~our orsuppliers with respect ~~new~~to ~~laws~~certain orrisks ~~regulations~~related ~~could~~to ~~result~~slavery inand ~~liability,~~human ~~adverse~~trafficking ~~publicity~~and to mitigate any such risks in our operations, and ~~restrictions~~any onfailure ~~our~~to ~~business~~disclose issues ~~operations~~or other non-compliance could subject us to action by the California Attorney General.

~~Other aspects~~We ofcannot ~~the~~assure ~~industry~~you inthat ~~which~~we ~~our~~will ~~Home~~always ~~Bistro~~be ~~segment~~in full ~~operates~~compliance ~~are~~with ~~also~~all ~~subject~~applicable tolaws ~~government regulation. For example, the manufacturing, labeling~~ and ~~distribution~~regulations ofor ~~food~~that ~~products~~we ~~are~~will ~~subject~~be able to ~~strict~~comply ~~USDA~~with ~~and~~any ~~FDA~~future ~~requirements~~laws and ~~food~~regulations. ~~manufacturers~~Failure ~~are subject~~ to ~~rigorous inspection and other requirements of the USDA and FDA, and companies operating in foreign markets must~~ comply with ~~those~~these ~~countries’~~laws ~~requirements~~and ~~for~~regulations ~~proper~~could ~~labeling,~~materially ~~controls~~adversely onaffect ~~hygiene,~~our ~~food preparation and other matters. Additionally~~business, ~~remedies~~financial ~~available~~condition ~~in any potential administrative or regulatory actions may include product recalls~~ and ~~requiring us~~operating ~~to refund amounts paid by all affected customers or pay other damages, which could be substantial~~results.

~~Laws and regulations directly applicable to communications~~Packaging, ~~operations,~~labeling ~~or commerce over the Internet such as those governing intellectual property, privacy, libel~~ and ~~taxation,~~ ~~are~~advertising ~~becoming more prevalent and some remain unsettled. If we are required to comply with new laws or regulations or~~requirements ~~new interpretations of existing laws or regulations, or if we~~ are ~~unable~~subject to ~~comply~~varied ~~with~~interpretation ~~these~~and ~~laws,~~selective ~~regulations or interpretations, our business could be adversely affected~~enforcement.

~~Future~~We operate under a novel business model in which ~~laws~~we orsource, ~~regulations~~process, ~~including~~store ~~laws~~and orpackage ~~regulations~~fully ~~affecting~~prepared ~~our~~meals ~~marketing~~and ship them directly to consumers. Most FDA requirements for mandatory food labeling are decades old and ~~advertising~~were ~~practices,~~adopted ~~relations~~prior ~~with~~to ~~customers~~the advent of large-scale, direct-to-consumer food sales and e-commerce platforms. ~~employees~~Consequently, ~~service providers~~we, orlike our ~~services~~competitors, must make judgments regarding how best to comply with labeling and ~~products,~~packaging regulations and industry practices not designed with our specific business model in mind. Government regulators may ~~have~~disagree anwith ~~adverse~~these ~~impact~~judgments, onleaving us open to civil or criminal enforcement action. This could materially adversely affect our business, financial condition and operating results.

~~The~~We are subject to detailed and complex requirements ~~sale~~for ofhow ~~ingested~~our products ~~involves~~may ~~product~~be ~~liability~~labeled and ~~other~~advertised, ~~risks~~which may also be supplemented by guidance from governmental agencies. Generally speaking, these requirements divide information into mandatory information that we must present to consumers and voluntary information that we may present to consumers. Packaging, labeling, disclosure and advertising regulations may describe what mandatory information must be provided to consumers, where and how that information is to be displayed physically on our materials or elsewhere, the terms, words or phrases in which it must be disclosed, and the penalties for non-compliance.

Like other distributors of products that are ingested, we face an inherent risk of exposure to product liability claims if the use of our products results in illness or injury. The foods that we resell in the U.S. are subject to laws and regulations, including those administered by the USDA and FDA that establish manufacturing practices and quality standards for food products. Product liability claims could have a material adverse effect on our business as existing insurance coverage may not be adequate. The successful assertion or settlement of an uninsured claim, a significant number of insured claims or a claim exceeding the limits of our insurance coverage would harm us by adding costs to the business and by diverting the attention of senior management from the operation of our business. We may also be subject to claims that our Home Bistro segment products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings covering interactions with other substances. Product liability litigation, even if not meritorious, is very expensive and could also entail adverse publicity for us and adversely affect our results of operations. In addition, the products we distribute, or certain components of those products, may be subject to product recalls or other deficiencies. Any negative publicity associated with these actions would adversely affect our brands and may result in decreased product sales and, as a result, lower revenue, and profits.14

~~Risks~~Voluntary statements made by us or by certain ~~Related~~third parties, whether on package labels or labeling, on websites, in print, in radio, on social media channels, or on television, can be subject to anFDA ~~Investment~~regulation, FTC regulation, USDA regulation, state and local regulation, or any combination of the foregoing. These statements may be subject to specific requirements, subjective regulatory evaluation, and legal challenges by plaintiffs. FDA, FTC, USDA and state- and local-level regulations and guidance can be confusing and subject to conflicting interpretations. Guidelines, standards and market practice for, and consumers’ understandings of, certain types of voluntary statements, such as those characterizing the nutritional and other attributes of food products, continue to evolve rapidly, and regulators may attempt to impose civil or criminal penalties against us if they disagree with our approach to using voluntary statements. Furthermore, in ~~Our~~recent ~~Common~~years ~~Stock~~the FDA has increased enforcement of its regulations with respect to nutritional, health and other claims related to food products, and plaintiffs have commenced legal actions against a number of companies that market food products positioned as “natural” or “healthy,” asserting false, misleading and deceptive advertising and labeling claims, including claims related to such food being “all natural” or that they lack any genetically modified ingredients. Should we become subject to similar claims or actions, consumers may avoid purchasing products from us or seek alternatives, even if the basis for the claim is unfounded, and the cost of defending against any such claims could be significant. The occurrence of any of the foregoing risks could materially adversely affect our business, financial condition and operating results.

~~There is~~Our ~~currently~~industries aare ~~limited~~highly ~~public~~competitive. ~~market~~If any ~~for~~of our ~~common~~competitors ~~stock,~~or a ~~trading~~new ~~market~~entrant ~~for~~into ~~our~~the ~~common~~market ~~stock~~with ~~may~~significant ~~never~~resources ~~develop,~~has ~~and~~products ~~our~~similar ~~common stock~~to ~~prices~~ours, ~~may~~our bebusiness ~~volatile and~~ could ~~decline~~be significantly ~~substantially~~affected.

~~Although our~~Competition ~~common stock~~ is ~~quoted~~intense ~~on OTC Markets,~~in ~~OTCQB~~the ~~tier~~meal ~~of OTC Markets~~delivery ~~Group Inc., an over-the-counter quotation~~services ~~system,~~industry ~~under~~and the ~~symbol~~beverage ~~“GRTD,”~~industry ~~there~~and ~~has~~we ~~been~~must ~~no material~~remain ~~public~~competitive ~~market~~in ~~for~~the ~~our~~areas ~~common~~of ~~stock.~~program Inefficacy, ~~these~~price, ~~marketplaces~~taste, ~~our~~ ~~stockholders~~customer ~~may~~service ~~find~~and brand itrecognition. ~~difficult~~Some toof ~~obtain~~our ~~accurate~~competitors ~~quotations~~are assignificantly tolarger ~~the~~than ~~market~~we ~~value~~are ofand ~~their~~have ~~shares~~substantially ofgreater ~~our~~resources. ~~common~~Our ~~stock~~business ~~and~~could ~~may~~be ~~find~~adversely ~~few~~affected ~~buyers~~if tosomeone ~~purchase~~with ~~their~~significant ~~stock~~resources ~~and~~decided ~~few~~to ~~market~~imitate ~~makers~~our toservices ~~support~~or ~~its price~~products. AsAny aincreased ~~result of these and other factors,~~competition ~~investors~~from ~~may~~new beentrants ~~unable~~into ~~to resell shares of~~ our ~~common~~segments’ ~~stock~~industry at or ~~above~~any ~~the~~increased ~~price~~success ~~for~~by ~~which~~existing ~~they~~competition ~~purchased~~could ~~them,~~result atin orreductions ~~near~~in ~~quoted~~our ~~bid~~sales or prices, or ~~at all. Further~~both, anwhich ~~inactive~~could ~~market~~have ~~may~~an ~~also~~adverse ~~impair~~effect on our ~~ability~~business ~~to raise capital by selling additional equity in the future~~ and ~~may~~results ~~impair our ability to enter into strategic partnerships or acquire companies or products by using shares~~ of ~~our~~ ~~common stock as consideration~~operations.

~~Moreover, there~~If ~~can~~we bedo ~~no assurance~~not ~~that~~continue any stockholders will sell any or all of their shares of common stock and there may initially be a lack of supply of, or demand for, our common stock. In the case of a lack of supply for our common stock, the trading price of our common stock may rise to anreceive ~~unsustainable level, particularly in instances where institutional investors may be discouraged~~referrals from ~~purchasing~~existing our common stock because they are unable to purchase a block of shares in the open market due to a potential unwillingness of our stockholders to sell the amount of shares at the price offered by such investors and the greater influence individual investors have in setting the trading price. In the case of a lack of demand for our common stockcustomers, ~~the trading price of~~ our ~~common~~customer ~~stock could~~acquisition ~~decline~~cost ~~significantly~~may ~~and rapidly at any time~~increase.

12We rely on word-of-mouth advertising for a portion of our customers. If our brands suffer or the number of customers acquired through referrals drops due to other circumstances, our costs associated with acquiring new customers and generating revenue will increase, which will, in turn, have an adverse effect on our profitability.

~~We intend~~Changes ~~to list shares of our common stock on a national securities exchange~~ in ~~the~~customer ~~future,~~preferences but we do not now, and may not in the future, meet the initial listing standards of any national securities exchange, which is often a more widely traded and liquid market. Some, but not all, of the factors which may delay or prevent the listing of our common stock on a more widely-traded and liquid market include the following: our stockholders’ equity may be insufficient; the market value of our outstanding securities may be too low; our net income from operations may be too low; our common stock may not be sufficiently widely held; we may not be able to secure market makers for our common stock; and we may fail to meet the rules and requirements mandated by the several exchanges and markets to have our common stock listed. Should we fail to satisfy the initial listing standards of the national exchanges, or our common stock is otherwise rejected for listing, and remains listed on the OTC Markets or is suspended from the OTC Markets, the trading price of our common stock could ~~suffer and the trading market for our common stock~~negatively ~~may~~impact ~~be less liquid and~~ our ~~common~~operating ~~stock price may be subject to increased volatility~~results.

~~Therefore, an~~Our ~~active,~~programs ~~liquid,~~feature ~~and~~gourmet ~~orderly~~online ~~trading~~meal ~~market for our common stock may not initially develop or be sustained~~delivery service selections, which ~~could~~we ~~significantly depress~~believe ~~the~~offer ~~public~~convenience ~~price~~and ofvalue to our ~~common~~customers. ~~stock~~Our ~~and/or~~continued ~~result~~success ~~in significant volatility~~depends, ~~which~~to ~~could~~a ~~affect~~large ~~your ability to sell~~degree, ~~your~~upon ~~common~~the ~~stock.~~continued ~~Even~~popularity ifof anour ~~active~~programs ~~trading~~versus ~~market~~various ~~develops~~other ~~for~~food ~~our~~services. ~~common~~Changes ~~stock,~~in ~~the~~customer ~~market~~tastes ~~price~~and ofpreferences ~~our~~away ~~common stock may be~~from ~~highly~~our ~~volatile~~product ~~and~~offering ~~subject~~ ready-to-go ~~wide fluctuations. Our financial performance~~food, ~~government~~and ~~regulatory~~any ~~action,~~failure ~~tax~~to ~~laws,~~provide ~~interest rates~~innovative ~~and~~responses ~~market~~to ~~conditions~~these inchanges, ~~general~~may ~~could~~ have a ~~significant~~materially adverse impact on ~~the~~our ~~future~~business, ~~market~~financial ~~price~~condition, ofoperating ~~our~~results ~~common~~and ~~stock~~cash flows.

Our success is also dependent on our food innovation ~~CEO~~including ~~has~~maintaining ~~significant~~a ~~voting~~robust ~~power~~array of food items and ~~may~~improving ~~take~~the ~~actions~~quality ~~that~~of ~~may~~existing items. If we do not becontinually inexpand ~~the~~our ~~best~~food items ~~interests~~or ofprovide customers with items that are desirable in taste and quality, our ~~other~~business ~~stockholders~~could be adversely impacted.

~~Stockholders have~~The ~~limited~~industry ~~ability to exercise control over the Company’s daily business affairs and implement changes~~ in ~~its~~which ~~policies because~~we ~~management~~operate ~~beneficially~~is ~~owns a majority of the current shares of Common Stock. As of April 20, 2020, the Company’s~~subject ~~Chief Executive Officer, Mr. Zalmi Duchman beneficially owns 50.7% of the Common Stock. As directors and officers of the Company, the Company’s management team has a fiduciary duty~~ to ~~the~~governmental ~~Company~~regulation ~~and~~that ~~must~~could ~~act~~increase in ~~good~~severity ~~faith~~and inhurt ~~the~~results ~~manner it reasonably believes to be in the best interest~~ of ~~the members~~operations. ~~As stockholders, the management team is entitled to vote its shares in its own interest, which may not always be in the best interest of the stockholders.~~

~~We are~~The ~~not~~industry in which we operate is subject to ~~the~~ federal, ~~rules~~state ofand aother ~~national~~governmental ~~securities~~regulation. ~~exchange~~Certain ~~requiring~~federal and state agencies, such as the ~~adoption~~FTC, ofregulate ~~certain~~and ~~corporate~~enforce ~~governance~~such ~~measures~~laws relating to advertising, disclosures to customers, privacy, customer pricing and billing arrangements and other customer protection matters. A determination by a federal or state agency, asor a ~~result~~court, that any of our ~~stockholders~~ practices do not ~~have~~meet ~~the~~existing ~~same~~or ~~protections~~new laws or regulations could result in liability, adverse publicity and restrictions on our business operations.

We are quoted on the OTCQB marketplace and are not subject to the rules of a national securities exchange, such as the New York Stock Exchange or the Nasdaq Stock Market. National securities exchanges generally require more rigorous measures relating to corporate governance designed to enhance the integrity of corporate management. The requirements of the OTCQB afford our stockholders fewer corporate governance protections than those of a national securities exchange. Until we comply with such greater corporate governance measures, regardless of whether such compliance is required, our stockholders will have fewer protections such as those related to director independence, stockholder approval rights and governance measures designed to provide board oversight of management.15

~~We do~~Other ~~not~~aspects ~~have~~of athe ~~class~~industry ofin ~~our~~which ~~securities~~we ~~registered~~operate are ~~under~~also ~~Section~~subject 12to ofgovernment regulation. For example, the ~~Exchange~~manufacturing, ~~Act.~~labeling ~~Until~~and wedistribution ~~do,~~of orfood weproducts ~~become~~are subject to ~~Section~~strict ~~15(d)~~USDA and FDA requirements and food manufacturers are subject to rigorous inspection and other requirements of the ~~Exchange~~USDA ~~Act~~and FDA, weand ~~will~~companies operating bein aforeign ~~“voluntary~~markets ~~filer~~must comply with those countries’ requirements for proper labeling, controls on hygiene, food preparation and other matters.” Additionally, remedies available in any potential administrative or regulatory actions may include product recalls and requiring us to refund amounts paid by all affected customers or pay other damages, which could be substantial.

~~We are~~Laws ~~not~~and ~~currently~~regulations ~~required~~directly ~~under~~applicable ~~Section 13 or Section 15(d) of the Exchange Act~~ to ~~file periodic reports with the SEC. We have~~communications, inoperations ~~the past voluntarily elected to file some~~ or ~~all~~commerce ofover ~~these~~the ~~reports~~Internet tosuch ~~ensure~~as ~~that~~those ~~sufficient~~governing ~~information~~intellectual ~~about~~property, usprivacy, ~~and~~libel ~~our operations is publicly available to our stockholders~~ and ~~potential investors. Until we become subject to the reporting requirements under the Exchange Act~~taxation, we are abecoming ~~“voluntary~~more prevalent ~~filer”,~~ and wesome ~~are~~remain ~~currently considered a non-reporting issuer under the Exchange Act~~unsettled. WeIf ~~will~~we ~~not~~are be required to ~~file~~comply ~~reports~~with ~~under~~new ~~Section~~laws ~~13(a)~~ or ~~15(d)~~regulations ofor ~~the~~new ~~Exchange~~interpretations ~~Act until the earlier to occur~~ of: ~~(i) our~~existing ~~registration of a class of securities under Section 12 of the Exchange Act, which would be required if we list a class of~~laws ~~securities on a national securities exchange~~ or ~~if we meet the size requirements set forth in Section 12(g) of the Exchange Act~~regulations, or ~~which we may voluntarily elect to undertake at an earlier date;~~ or ~~(ii)~~if ~~the effectiveness of a registration statement under the Securities Act relating to our common stock. Until~~ we ~~become subject to the reporting requirements under either Section 13(a) or 15(d) of the Exchange Act, we~~ are ~~not~~unable ~~subject~~ to ~~the~~comply ~~SEC’s~~with ~~proxy~~these ~~rules~~laws, ~~and~~regulations ~~large holders of our capital stock will not be subject to beneficial ownership reporting requirements under Sections 13~~ or ~~16 of the Exchange Act and their related rules. As a result~~interpretations, our ~~stockholders~~business and potential investors may not have available to them as much or as robust information as they may have if and when we become subject to those requirements. In addition, if we do not register under Section 12 of the Exchange Act, and remain a “voluntary filer”, we could ~~cease~~be ~~filing~~adversely ~~annual, quarterly, or current reports under the Exchange Act~~affected.

~~If our~~Future ~~common~~laws ~~stock~~or ~~becomes~~regulations, ~~subject~~including tolaws ~~the~~or regulations ~~“penny~~affecting ~~stock”~~our ~~rules,~~marketing itand ~~could~~advertising ~~adversely~~practices, ~~affect~~relations ~~the~~with ~~market~~customers, ~~price~~employees, ofservice providers, or our ~~common~~services ~~stock~~ and ~~increase~~products, ~~your~~may ~~transaction~~have ~~costs~~an toadverse ~~sell~~impact ~~those~~on ~~shares~~us.

The ~~SEC~~ ~~has~~sale ~~adopted Rule 3a51-1, which establishes the definition~~ of aingested ~~“penny~~products ~~stock”~~involves ~~as any equity security that has a~~product ~~market~~liability price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. If the price if our common stock is less than $5.00, our common stock will be deemed a penny stock. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and ~~receive~~other (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statementrisks. Generally, brokers may be less willing to execute transactions in securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

13Like other distributors of products that are ingested, we face an inherent risk of exposure to product liability claims if the use of our products results in illness or injury. The foods that we resell in the U.S. are subject to laws and regulations, including those administered by the USDA and FDA that establish manufacturing practices and quality standards for food products. Product liability claims could have a material adverse effect on our business as existing insurance coverage may not be adequate. The successful assertion or settlement of an uninsured claim, a significant number of insured claims or a claim exceeding the limits of our insurance coverage would harm us by adding costs to the business and by diverting the attention of senior management from the operation of our business. We may also be subject to claims that our Home Bistro segment products contain contaminants, are improperly labeled, include inadequate instructions as to use or inadequate warnings covering interactions with other substances. Product liability litigation, even if not meritorious, is very expensive and could also entail adverse publicity for us and adversely affect our results of operations. In addition, the products we distribute, or certain components of those products, may be subject to product recalls or other deficiencies. Any negative publicity associated with these actions would adversely affect our brands and may result in decreased product sales and, as a result, lower revenue, and profits.

~~Our common~~Disruptions ~~stock~~in ~~prices~~our ~~may~~data beand ~~volatile~~information systems ~~which~~ could ~~cause~~harm ~~the~~our ~~value~~reputation ofand ~~an investment in~~ our ~~common~~ability ~~stock~~ to ~~decline~~run our business.

~~The~~We rely extensively on data and information systems ~~market~~for ~~price~~our supply chain, order processing, fulfillment operations, financial reporting, human resources and various other operations, processes and transactions. Furthermore, a significant portion of the communications between, and storage of personal data of, our ~~common~~personnel, ~~stock~~customers and ~~may~~suppliers bedepend ~~highly~~on ~~volatile~~information technology. Our data and information systems are subject to ~~wide~~damage ~~fluctuations.~~or ~~Our~~interruption ~~financial~~from ~~performance~~power outages, computer ~~government~~and telecommunications failures, computer viruses, security breaches (including breaches of our transaction processing or other ~~regulatory~~systems ~~action~~that could result in the compromise of confidential customer data), ~~tax~~catastrophic ~~laws~~events, ~~interest~~data ~~rates~~breaches and ~~market~~usage ~~conditions~~errors by our employees or third-party service providers. Our data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in ~~general~~adapting ~~could~~these ~~have~~systems ato ~~significant~~changing ~~impact~~technologies onor expanding them to meet the future ~~market~~needs of our business. ~~price~~If our systems are breached, damaged or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations, incur liability to our customers and others or face costly litigation, and our reputation with our customers may be harmed. We also rely on third parties for a majority of our ~~common~~data ~~stock~~and information systems, including for third party hosting and payment processing. ~~The~~If ~~public~~these ~~price~~facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amount of our ~~common~~data ~~stock~~could ~~may~~be lost or compromised and our ability to operate our business and deliver our product offerings could be ~~subject~~materially impaired. In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technology systems, and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions to ~~wide~~our ~~fluctuations~~business. Any material interruption in ~~response~~the todata and information technology systems we rely on, including the ~~risk~~data ~~factors~~or information ~~described~~technology insystems ~~this~~of ~~Annual~~third ~~Report~~parties, ~~and~~could ~~others~~materially ~~beyond~~adversely affect our ~~control~~business, ~~including:~~financial condition and operating results.

~~● the number of shares of our common stock publicly owned and available for trading;~~16

●Our ~~actual~~business oris ~~anticipated~~subject ~~quarterly~~to ~~variations~~data insecurity risks, ~~our~~including ~~results~~security ~~of operations or those of our competitors;~~breaches.

●We, or our ~~actual~~third-party vendors on our behalf, collect, process, store and transmit substantial amounts of information, including information about our customers. We take steps to protect the security and integrity of the information we collect, process, store or ~~anticipated~~transmit, ~~operating~~but ~~performance~~there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not gain unauthorized access to this information despite such efforts. Security breaches, computer malware, computer hacking attacks and other compromises of information security measures have become more prevalent in the ~~operating~~business ~~performance~~world and may occur on our systems or those of ~~similar~~our vendors in the future. Large Internet companies and websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number have reported such attacks resulting in breaches of their information security. We and our ~~industry;~~third-party vendors are at risk of suffering from similar attacks and breaches. Although we take steps to maintain confidential and proprietary information on our information systems, these measures and technology may not adequately prevent security breaches and we rely on our third-party vendors to take appropriate measures to protect the security and integrity of the information on those information systems. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, a party who is able to illicitly obtain a customer’s identification and password credentials may be able to access the customer’s account and certain account data.

●Any actual or suspected security breach or other compromise of our ~~announcements~~security measures or those of our ~~competitors’~~third ~~announcements~~party ~~regarding~~vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing customers or acquire new ones, require us to expend significant ~~contracts~~capital and other resources to address the breach, ~~acquisitions~~and result in a violation of applicable laws, regulations or ~~strategic~~other ~~investments;~~legal obligations. Our insurance policies may not be adequate to reimburse us for direct losses caused by any such security breach or indirect losses due to resulting customer attrition.

●We ~~general~~rely ~~economic~~on ~~conditions~~email and ~~their~~other ~~impact~~messaging onservices to connect with our existing and potential customers. Our customers may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal information or to introduce viruses through Trojan horse programs or otherwise through our customers’ computers, smartphones, tablets or other devices. Despite our efforts to mitigate the ~~food~~effectiveness of such malicious email campaigns through product improvements, spoofing and ~~beverage~~phishing ~~markets;~~may damage our brand and increase our costs. Any of these events or circumstances could materially adversely affect our business, financial condition and operating results.

●Failure ~~the~~to ~~overall~~establish ~~performance~~and maintain effective internal controls in accordance with Section 404 of the ~~equity~~Sarbanes-Oxley ~~markets;~~Act could have a material adverse effect on our business and stock price.

●As ~~threatened~~a orpublic ~~actual~~company, ~~litigation;~~we are required to comply with the rules of the SEC implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting. We are required to disclose changes made in our internal controls and procedures on a quarterly basis and to make annual assessments of our internal control over financial reporting pursuant to Section 404. As an emerging growth company, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the date we are no longer an emerging growth company. At such time, our independent registered public accounting firm, and management, may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating.

●To ~~changes~~comply with the requirements of being a public company, we have undertaken various actions, and may need to take additional actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. Testing and maintaining internal control can divert our management’s attention from other matters that are important to the operation of our business. Additionally, when evaluating our internal control over financial reporting, we may identify material weaknesses that we may not be able to remediate in ~~laws~~time to meet the applicable deadline imposed upon us for compliance with the requirements of Section 404. If we identify any material weaknesses in our internal control over financial reporting or ~~regulations~~are ~~relating~~unable to comply with the requirements of Section 404 in a timely manner or assert that our ~~industry;~~internal control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal control over financial reporting once we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our Common Stock could be materially adversely affected, and we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources.

~~● any major change in our board of directors or management;~~17

●Risks ~~publication~~Related ofto ~~research~~an ~~reports~~Investment ~~about~~this ~~us or our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and~~Offering

●An ~~sales~~active ortrading ~~expected~~market ~~sales~~for ofour ~~shares~~Common Stock ofmay ~~our~~not ~~common~~develop ~~stock~~and bythe ~~us,~~market ~~and~~price of our ~~officers,~~Common ~~directors,~~Stock ~~and~~could ~~significant~~be ~~stockholders~~volatile.

~~In addition~~Our Common Stock is currently quoted on the OTCPink, one of the ~~stock~~OTC ~~market~~Markets inGroup ~~general~~over-the-counter ~~has~~markets. ~~experienced~~We ~~extreme~~have ~~price~~applied ~~and~~to ~~volume~~list ~~fluctuations~~our Common Stock on The Nasdaq Capital Market under the symbol “HBIS.” No assurance can be given that ~~often~~our ~~have~~application ~~been~~will ~~unrelated~~be approved or that, if approved, an active trading market ~~disproportionate~~for toour ~~the~~Common ~~operating~~Stock ~~performance~~will ofdevelop ~~those~~or ~~companies~~be maintained. ~~Securities~~If ~~class~~our ~~action~~Common ~~litigation~~Stock ~~has~~is ~~often~~not ~~been~~approved ~~instituted~~for listing on The Nasdaq Capital Market, we will ~~against~~not ~~companies~~complete ~~following~~this ~~periods~~offering. ofEven ~~volatility~~if inour ~~the~~Common ~~overall~~Stock is approved for listing on The Nasdaq Capital Market, an active trading market ~~and~~for our inCommon Stock may not develop or be sustained. In the absence of an active trading market ~~price~~for ofour aCommon ~~company’s~~Stock, ~~securities.~~the ability of our ~~Such~~stockholders ~~litigation,~~to ifsell ~~instituted~~their ~~against~~Common ~~us,~~Stock could ~~result~~be inlimited.The ~~very~~trading ~~substantial~~market ~~costs,~~for ~~divert~~ our ~~management’s~~Common ~~attention~~Stock ~~and~~in the future could be subject to wide ~~resources~~fluctuations ~~and~~in ~~harm~~response ~~our~~to ~~business~~several factors, ~~operating results~~including, ~~and~~but ~~financial~~not ~~condition.~~limited to:

~~Because we~~● ~~are~~actual aor ~~“smaller~~anticipated ~~reporting~~variations ~~company,”~~in we will not be required to comply with certain disclosure requirements that are applicable to other public companies and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our ~~common~~results ~~stock~~of ~~less attractive to investors.~~operations;

We● ~~are~~our aability ~~“smaller~~or ~~reporting~~inability ~~company,” as defined in Item 10(f)(1) of Regulation S-K. As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable~~ to ~~other~~generate ~~public~~revenues ~~companies~~or ~~that are not smaller reporting companies, including, but not limited to:~~profit;

● ~~Reduced~~the ~~disclosure~~number ~~obligations~~of ~~regarding~~shares ~~executive compensation~~ in our ~~periodic~~public ~~reports,~~float; ~~proxy statements~~ and ~~registration statements;~~·

● ~~Not~~increased ~~being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and~~competition.

●Furthermore, ~~Reduced~~our ~~disclosure~~stock ~~obligations~~price ~~for~~may be impacted by factors that are unrelated or disproportionate to our ~~annual~~operating ~~and~~performance. ~~quarterly~~These ~~reports~~market fluctuations, ~~proxy~~as ~~statements~~well as general economic, political and ~~registration~~market ~~statements.~~conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of our Common Stock

~~We will~~Our ~~remain~~CEO ahas ~~smaller~~significant ~~reporting~~voting ~~company~~power ~~until the end of the fiscal year in which (1) we have a public common equity float of~~and ~~more~~may ~~than~~take ~~$250~~actions ~~million,~~that ormay ~~(2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public common equity float or public float of more than $700 million. We also would~~ not be ~~eligible~~in ~~for~~the ~~status~~best ~~as smaller~~interests ~~reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary~~ of aour ~~parent company~~other ~~that is not a smaller reporting company~~stockholders.

~~We do~~Stockholders ~~not~~have ~~expect~~limited ability to ~~pay~~exercise control ~~any~~over ~~cash~~the ~~dividends~~Company’s todaily business affairs and implement changes in its policies because management beneficially owns a majority of the ~~holders~~current shares of Common Stock. As of September 6, 2022, the ~~common~~Company’s ~~stock~~Chief inExecutive Officer, Mr. Zalmi Duchman beneficially owns approximately 19.7% of the ~~foreseeable~~outstanding ~~future~~Common Stock. (See “Security Ownership of Management & Certain Security Holders”). As directors and officers of the ~~availability~~Company, the Company’s management team has a fiduciary duty to the Company and must act in good ~~timing~~faith in the manner it reasonably believes to be in the best interest of ~~future~~its ~~cash~~stockholders. ~~dividends~~As stockholders, ifthe ~~any,~~management team is ~~uncertain~~entitled to vote its shares in its own interest, which may not always be in the best interest of the stockholders.

WeIf ~~expect~~we toare ~~use cash flow from future operations to support the growth of our business and do~~ not ~~expect~~able to ~~declare~~comply orwith ~~pay any cash dividends on our common stock in~~ the ~~foreseeable future.~~applicable ~~Our~~continued ~~board~~listing of directors will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions, or limitations with respect to dividends, applicable law, general operational requirements ~~and~~ ~~other variables. We cannot predict the amount~~ or ~~timing~~standards of ~~any future dividends you may receive, and if we do commence~~ the ~~payment~~ ofNasdaq ~~dividends,~~Capital ~~we may be unable to pay~~Market, ~~maintain~~Nasdaq orcould ~~increase~~delist ~~dividends over time. Therefore, you may not be able to realize any return on your investment in~~ our ~~common~~Common ~~stock for an extended period of time, if at all~~Stock.

14We have applied to have our Common Stock listed on The Nasdaq Capital Market under the symbol “HBIS.” Although after giving effect to this offering we expect to meet the minimum initial listing standards set forth in the Nasdaq Listing Standards, we cannot assure you that our Common Stock will be, or will continue to be, listed on The Nasdaq Capital Market in the future. In order to maintain that listing, we must satisfy minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements. We may not be able to comply with the applicable listing standards and Nasdaq could delist our Common Stock as a result.

~~Future sales~~We ofcannot assure you that our ~~common~~Common ~~stock~~Stock, orif delisted ~~the~~from ~~perception~~The ~~that~~Nasdaq ~~such~~Capital ~~sales~~Market, ~~may~~will ~~occur,~~be ~~may~~listed ~~depress~~on another national securities exchange. If our ~~share~~Common ~~price,~~Stock ~~and~~is ~~any~~delisted ~~additional~~by ~~capital~~The ~~through~~Nasdaq Capital Market, our Common Stock would likely trade on the ~~sale~~OTCQB ofwhere ~~equity~~an investor may find it more difficult to sell our Common Stock or ~~convertible~~obtain ~~securities~~accurate ~~may~~quotations ~~dilute~~as ~~your~~to ~~ownership~~the inmarket usvalue of our Common Stock.

We(i) ~~may~~the inpurchaser’s written acknowledgment of the ~~future~~receipt ~~issue~~of ~~our~~a ~~previously authorized~~risk ~~and~~disclosure ~~unissued~~statement; ~~securities.~~(ii) Wea ~~are~~written ~~authorized~~agreement to ~~issue~~transactions ~~1,000,000,000~~involving ~~shares~~penny ofstocks; ~~common stock~~ and ~~20,000,000~~(iii) ~~shares~~a ofsigned ~~preferred~~and ~~stock~~dated ~~with~~copy ~~such~~of ~~designations,~~a ~~preferences,~~written ~~and~~suitability ~~rights~~statement. asGenerally, ~~determined~~brokers bymay ~~our~~be ~~board~~less ofwilling ~~directors.~~to ~~The~~execute ~~potential~~transactions ~~issuance~~in ofsecurities ~~such~~subject ~~additional~~to ~~shares~~the of“penny ~~common~~ stock” ~~will~~rules. ~~result~~This inmay ~~the~~make ~~dilution~~it ofmore ~~the~~difficult ~~ownership~~for ~~interests~~investors ofto ~~the~~dispose ~~holders~~ of our ~~common~~Common ~~stock~~Stock and ~~may~~cause ~~create~~a decline ~~downward~~in ~~pressure on~~ the ~~trading~~market ~~price,~~value ~~if any,~~ of our ~~common~~ stock.

~~In connection with the Exchange Agreement and the Merger Agreement, the Company agreed to issue to certain stockholders a warrant to purchase shares of Common Stock.~~ 18

~~The~~Our ~~exercise,~~Common ~~conversion,~~Stock orprices ~~exchange of convertible securities, including for other securities, will dilute the percentage ownership of our stockholders. The dilutive effect of the exercise or conversion of these securities~~ may ~~adversely affect our ability to obtain additional capital. The holders of these securities may~~ be ~~expected to exercise or convert such securities at a time when we would be able to obtain additional~~volatile ~~equity~~which ~~capital~~could oncause ~~terms more favorable than such securities or when our common stock is trading at a price higher than~~ the ~~exercise or~~value ~~conversion price~~ of ~~the~~an ~~securities.~~investment ~~The~~in ~~exercise or conversion of outstanding securities will have a dilutive effect on the securities held by~~ our ~~stockholders.~~Common WeStock ~~have in the past, and may in the future, exchange outstanding securities for other securities on terms that are dilutive~~ to ~~the securities held by other stockholders not participating in such exchange~~decline.

WeThe market price of our Common Stock may ~~issue~~be highly ~~preferred~~volatile ~~stock~~and ~~whose~~subject ~~terms~~to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates and market conditions in general could ~~adversely~~have ~~affect~~a ~~the~~significant ~~voting~~impact ~~power~~on orthe ~~value~~future market price of our ~~common~~Common ~~stock~~Stock. The public price of our Common Stock may be subject to wide fluctuations in response to the risk factors described in this prospectus and others beyond our control, including:

~~Our~~● ~~certificate of incorporation authorizes us to issue, without~~ the ~~approval~~number of ~~our~~shares ~~stockholders, one or more classes or series~~ of ~~preferred stock having such designations, preferences, limitations, and relative rights, including preferences over~~ our ~~common~~Common ~~stock~~Stock ~~with~~publicly ~~respect to~~owned ~~dividends~~ and ~~distributions,~~available asfor our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the value of the common stock.trading;

We● ~~will~~actual ~~continue~~or toanticipated ~~incur~~quarterly ~~increased costs~~variations asin aour ~~result~~results of ~~operating~~operations asor athose ~~public~~of ~~company, and~~ our ~~management will be required to devote substantial time to new compliance initiatives.~~competitors;

As● aour ~~public~~actual ~~company,~~or weanticipated ~~incur~~operating ~~significant legal,~~performance ~~accounting,~~ and ~~other expenses that we did not incur as a private company. In addition,~~ the ~~Sarbanes-Oxley~~operating ~~Act~~performance of ~~2002~~similar ~~and rules subsequently implemented by the SEC, impose various requirements on public~~ companies, ~~including~~in establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly after we are no longer a smaller reporting company. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.industry;

~~Pursuant~~● ~~to Section 404, we will be required to furnish a report by~~ our ~~management~~announcements onor our ~~internal~~competitors’ ~~control~~announcements ~~over financial reporting~~regarding, ~~including~~significant ~~an attestation report on internal control over financial reporting issued by our independent registered public accounting firm. To achieve compliance with Section 404 within the prescribed period~~contracts, ~~we will be engaged in a process to document and evaluate our internal control over financial reporting~~acquisitions, ~~which~~or isstrategic both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able to conclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.investments;

We● ~~will~~general ~~continue~~economic toconditions ~~incur~~and ~~significant costs~~their inimpact ~~staying~~on ~~current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally,~~ the ~~lack~~food ~~of an internal audit group may result in material misstatements to our financial statements~~ and ~~ability~~beverage ~~to provide accurate financial information to our stockholders.~~markets;

~~Our~~● ~~management~~the ~~and~~overall ~~other~~performance ~~personnel will need to devote a substantial amount~~ of time to compliance initiatives to maintain reporting status. Moreover, these rules and regulations, which are necessary to remain as a public reporting company, will be costly because external third-party consultant(s), attorneys, or other firms may have to assist us in following the ~~applicable~~equity ~~rules and regulations for each filing on behalf of the Company.~~markets;

~~We currently~~● dothreatened not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and directors have limited experience as an officer or ~~director~~actual of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.litigation;

15● changes in laws or regulations relating to our industry;

~~Moreover, if~~● weany ~~are~~major ~~not~~change ~~able to comply with the requirements or regulations as a public reporting company~~ in ~~any~~our ~~regard,~~board weof ~~could~~directors ~~be subject to sanctions~~ or ~~investigations by the SEC or other regulatory authorities, which would require additional financial and~~ management ~~resources.~~;

~~Many of~~● ~~our~~publication ~~officers~~of ~~and~~research ~~directors~~reports ~~lack~~about ~~significant~~us ~~experience~~or ~~in,~~our ~~and~~industry ~~with,~~or ~~the~~changes ~~reporting~~in ~~and~~recommendations ~~disclosure~~or ~~obligations~~withdrawal of ~~publicly~~research ~~traded companies~~coverage inby ~~the~~securities ~~United~~analysts; ~~States.~~and

~~Many of~~● ~~our~~sales ~~officers~~or ~~and~~expected ~~directors~~sales ~~lack significant experience in, and with the reporting and disclosure obligations~~ of ~~publicly~~shares ~~traded companies, and with serving as an officer and or director~~ of ~~a publicly traded company. This lack of experience may impair~~ our ~~ability~~ toCommon ~~maintain~~Stock ~~effective~~by ~~internal controls over financial reporting and disclosure controls and procedures~~us, ~~which may result in material misstatements to our financial statements~~ and ~~an inability to provide accurate financial information to~~ our ~~stockholders. Consequently~~officers, ~~our operations~~directors, ~~future earnings~~ and ~~ultimate~~significant financial success could suffer irreparable harm due to our officers’ and director’s ultimate lack of experience in our industry and with publicly traded companies and their reporting requirements in generalstockholders.

~~ITEM~~In addition, the stock market in general has experienced 1Bextreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of those companies. Securities ~~UNRESOLVED~~class ~~STAFF~~action ~~COMMENTS~~litigation has often been instituted against companies following periods of volatility in the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could result in very substantial costs, divert our management’s attention and resources and harm our business, operating results, and financial condition.

~~Not~~Because we are a “smaller reporting company,” we will not be required to comply with certain disclosure requirements that are applicable to other public companies, and we cannot be certain if the reduced disclosure requirements applicable to smaller reporting companies will make our Common Stock less attractive to investors.

~~ITEM~~We are a “smaller reporting company,” 2as defined in Item 10(f)(1) of Regulation S-K. ~~PROPERTIES~~As a smaller reporting company, we are eligible for exemptions from various reporting requirements applicable to other public companies that are not smaller reporting companies, including, but not limited to:

~~Subsequent to~~● ~~the~~Reduced ~~Merger~~disclosure toobligations ~~acquire~~regarding ~~Home~~executive ~~Bistro~~compensation ~~Holdings,~~in ~~the~~our ~~Company~~periodic ~~moved its corporate headquarters from 11231 US Highway One~~reports, ~~Suite~~proxy ~~200, North~~statements ~~Palm~~and ~~Beach,~~registration ~~FL 33408 to 4014 Chase Avenue, #212, Miami Beach, FL 33140. Our telephone number, including area code, is (631) 964-1111.~~statements;

~~ITEM 3.~~● ~~LEGAL~~Not ~~PROCEEDINGS~~being required to comply with the auditor attestation requirements of Section 404(b) of the Sarbanes-Oxley Act of 2002; and

~~From~~● ~~time~~Reduced todisclosure ~~time,~~obligations ~~the~~for ~~Company~~our isannual ~~involved in litigation matters relating to claims arising from the ordinary course of business. While the results of such claims~~ and ~~legal~~quarterly ~~actions cannot be predicted with certainty~~reports, ~~the~~proxy ~~Company’s~~statements ~~management~~and ~~does~~registration not believe that there are claims or actions, pending or threatened against the Company, the ultimate disposition of which would have a material adverse effect on our business, results of operations, financial condition, or cash flowsstatements.

~~ITEM~~We will remain a smaller reporting company until 4the end of the fiscal year in which (1) we have a public common equity float of more than $250 million, or (2) we have annual revenues for the most recently completed fiscal year of more than $100 million plus we have any public common equity float or public float of more than $700 million. ~~MINE~~We ~~SAFETY~~also ~~DISCLOSURES~~would not be eligible for status as smaller reporting company if we become an investment company, an asset-backed issuer or a majority-owned subsidiary of a parent company that is not a smaller reporting company.

~~Not~~We do not expect to pay any cash dividends ~~applicable~~to the holders of the Common Stock in the foreseeable future and the availability and timing of future cash dividends, if any, is uncertain.

16We expect to use cash flow from future operations to support the growth of our business and do not expect to declare or pay any cash dividends on our Common Stock in the foreseeable future. Our board of directors will determine the amount and timing of stockholder dividends, if any, that we may pay in future periods. In making this determination, our directors will consider all relevant factors, including the amount of cash available for dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operational requirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commence the payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realize any return on your investment in our Common Stock for an extended period of time, if at all.

~~PART II~~19

~~ITEM~~Future 5.sales ~~MARKET~~of ~~FOR~~our ~~REGISTRANT’S~~Common ~~COMMON~~Stock, ~~EQUITY~~or the perception that such sales may occur, ~~RELATED~~may ~~STOCKHOLDER~~depress ~~MATTERS~~our ~~AND~~share ~~ISSUER~~price, ~~PURCHASES~~and OFany ~~EQUITY~~additional ~~SECURITIES~~capital through the sale of equity or convertible securities may dilute your ownership in us.

~~Market~~We ~~Information~~may in the future issue our previously authorized and unissued securities. We are authorized to issue 1,000,000,000 shares of Common Stock and 20,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. The potential issuance of such additional shares of Common Stock will result in the dilution of the ownership interests of the holders of our Common Stock and may create downward pressure on the trading price, if any, of our Common Stock.

~~Our~~The ~~common~~exercise, ~~stock~~conversion isor ~~currently~~exchange ~~approved~~of convertible securities, including for ~~quotation~~other onsecurities, will dilute the ~~OTC~~percentage ~~Bulletin~~ownership ~~Board~~of ~~(OTCQB)~~our ~~maintained~~stockholders. byThe dilutive effect of the ~~Financial~~exercise or ~~Industry~~conversion ~~Regulatory~~of ~~Authority,~~these ~~Inc.~~securities ~~under~~may ~~the~~adversely ~~symbol “HBIS”~~affect our ability to obtain additional capital. The ~~table~~holders ~~below~~of ~~sets~~these ~~forth~~securities ~~the~~may ~~high~~be expected ~~and~~to ~~low~~exercise ~~closing~~or ~~price~~convert ~~per~~such ~~share~~securities ofat ~~our~~a ~~common~~time ~~stock~~when ~~for~~we ~~each~~would ~~quarter~~be ~~during~~able to obtain additional equity capital on terms more favorable ~~2020~~than ~~and~~such ~~2019.~~securities ~~These~~or ~~prices~~when ~~represent~~our ~~inter-dealer~~Common ~~quotations~~Stock ~~without~~is ~~retail~~trading ~~markup,~~at ~~markdown,~~a price higher than the exercise or ~~commission~~conversion price of the securities. The exercise or conversion of outstanding securities will have a dilutive effect on the securities held by our stockholders. We have in the past, and may ~~not~~in ~~necessarily~~the future, exchange outstanding securities for other securities on terms that are dilutive to the securities held by ~~represent~~other ~~actual~~stockholders ~~transactions~~not participating in such exchange.

	High		Low
Fiscal Year 2020
First Quarter ended March 31, 2020	$	0.88	$	0.19
Second Quarter ended June 30, 2020	$	6.01	$	0.20
Third Quarter ended September 30, 2020	$	3.00	$	0.77
Fourth Quarter Ended December 31, 2020	$	1.52	$	0.76
Fiscal Year 2019
First Quarter ended March 31, 2019	$	3.52	$	0.81
Second Quarter ended June 30, 2019	$	2.81	$	0.96
Third Quarter ended September 30, 2019	$	1.53	$	0.61
Fourth Quarter Ended December 31, 2019	$	1.05	$	0.36

We may issue preferred stock whose terms could adversely affect the voting power or value of our Common Stock.

~~Holders~~Our certificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred stock having such designations, preferences, limitations, and relative rights, including preferences over our Common Stock with respect to dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stock could adversely impact the voting power or value of our Common Stock. For example, we might grant holders of preferred stock the right to elect some number of our directors in all events or on the happening of specified events, or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect the value of the Common Stock.

AsWe ofwill ~~March~~continue ~~18,~~to ~~2021,~~incur ~~there~~increased ~~were approximately 111 record holders~~costs ofas ~~our~~a ~~common~~result ~~stock. The number~~ of ~~record~~operating ~~holders~~as ~~does~~a ~~not~~public ~~include~~company, ~~beneficial~~and ~~owners~~our ofmanagement ~~common~~will ~~stock~~be ~~whose~~required ~~shares~~to ~~are~~devote ~~held~~substantial intime ~~the names~~to ofnew ~~banks,~~compliance ~~brokers, nominees, or other fiduciaries~~initiatives.

~~Dividends~~As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company. In addition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC, impose various requirements on public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our management and other personnel devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly, particularly after we are no longer a smaller reporting company. For example, we expect that these rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance.

WePursuant ~~have~~to ~~not~~Section ~~declared~~404, ~~cash~~we ~~dividends~~will onbe required to ~~our~~furnish ~~common~~a ~~stock~~report ~~since~~by our ~~inception~~management ~~and~~on weour dointernal ~~not~~control ~~anticipate~~over ~~paying~~financial ~~any~~reporting, ~~cash~~including ~~dividends~~an inattestation ~~the~~report ~~foreseeable~~on ~~future~~internal control over financial reporting issued by our independent registered public accounting firm. ~~Our~~To ~~current~~achieve compliance with Section 404 within the ~~policy~~prescribed isperiod, we will be engaged in a process to ~~retain~~document ~~earnings~~and evaluate our internal control over financial reporting, ifwhich ~~any~~is both costly and challenging. In this regard, ~~for~~we ~~use~~will inneed ~~our~~to ~~operations~~continue to dedicate internal resources, potentially engage outside consultants and inadopt a detailed work plan to assess and document the ~~development~~adequacy of ~~our~~internal ~~business~~control over financial reporting, continue steps to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financial reporting. ~~Our~~Despite ~~future~~our ~~dividend~~efforts, ~~policy~~there is a risk that neither we nor our independent registered public accounting firm will be ~~determined~~able ~~from~~to ~~time~~conclude towithin ~~time~~the byprescribed timeframe that our ~~board~~internal control over financial reporting is effective as required by Section 404. This could result in an adverse reaction in the financial markets due to a loss of ~~directors~~confidence in the reliability of our financial statements.

~~Recent~~We ~~Sales~~will continue to incur significant costs in staying current with reporting requirements. Our management will be required to devote substantial time to compliance initiatives. Additionally, the lack of ~~Unregistered~~an ~~Securities~~internal audit group may result in material misstatements to our financial statements and ability to provide accurate financial information to our stockholders.

~~All~~Our ~~unregistered~~management ~~sales~~and other personnel will need to devote a substantial amount of ~~our~~time ~~securities~~to ~~during~~compliance ~~the~~initiatives ~~quarter~~to maintain reporting status. Moreover, these rules and regulations, which ~~ended~~are ~~December~~necessary 31to remain as a public reporting company, ~~2020~~will be costly because external third-party consultant(s), ~~were~~attorneys, ~~previously~~or ~~disclosed~~other firms may have to assist us in afollowing ~~Quarterly~~the ~~Report~~applicable rules and regulations for each filing on ~~Form~~behalf ~~10-Q~~of the Company.

The shares of common stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).20

~~Authorized~~We ~~Capital~~currently ~~Stock~~do not have an internal audit group, and we may eventually need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge to have effective internal controls for financial reporting. Additionally, due to the fact that our officers and directors have limited experience as an officer or director of a reporting company, such lack of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders.

~~The~~Moreover, ~~authorized~~if ~~capital~~we ofare ~~the~~not ~~Company~~able to comply with the ~~consists~~requirements ofor ~~1,000,000,000~~regulations ~~shares~~as ofa ~~common~~public ~~stock~~reporting company in any regard, ~~par~~we ~~value~~could ~~$0.001~~be ~~per~~subject ~~share~~to ~~and~~sanctions ~~20,000,000~~or ~~shares~~investigations ofby ~~preferred~~the ~~stock~~SEC or other regulatory authorities, ~~par~~which ~~value $0.001~~would ~~per~~require ~~share~~additional financial and management resources.

17Many of our officers and directors lack significant experience in, and with, the reporting and disclosure obligations of publicly traded companies in the United States.

~~ITEM~~Many 6of our officers and directors lack significant experience in, and with the reporting and disclosure obligations of publicly-traded companies, and with serving as an officer and or director of a publicly traded company. ~~SELECTED~~This ~~FINANCIAL~~lack ~~DATA~~of experience may impair our ability to maintain effective internal controls over financial reporting and disclosure controls and procedures, which may result in material misstatements to our financial statements and an inability to provide accurate financial information to our stockholders. Consequently, our operations, future earnings and ultimate financial success could suffer irreparable harm due to our officers’ and director’s ultimate lack of experience in our industry and with publicly traded companies and their reporting requirements in general.

~~Not~~The ~~applicable~~subscription agreement for the purchase of Common Stock from the Company contains an exclusive forum provision, which will limit investors’ ability to litigate any issue that arises in connection with the offering anywhere other than the Federal courts in Nevada.

~~ITEM~~The 7subscription agreement states that it shall be governed by the local law of the State of Nevada and the United States, and the parties consent to the exclusive forum of the Federal courts in Nevada for any action deriving from the subscription agreement itself or under the Securities Act of 133 or the Securities Exchange Act of 1934. ~~MANAGEMENT’S~~They ~~DISCUSSION~~will ~~AND~~not ~~ANALYSIS~~have OFthe ~~FINANCIAL~~benefit ~~CONDITION~~of ~~AND~~bringing ~~RESULTS~~a OFlawsuit ~~OPERATIONS~~in a more favorable jurisdiction or under more favorable law than the local law of the State of Nevada for matters not addressed by the Securities Act or the Securities Exchange Act. Moreover, we cannot provide any certainty as to whether a court would enforce such a provision. In addition, you cannot waive compliance with the federal securities laws and the rules and regulations thereunder as Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. The combination of both potentially unfavorable forum and the lack of certainty regarding enforceability poses a risk regarding litigation related to the subscription to this Offering and should be considered by each investor before signing the subscription agreement.

~~Except~~Risks ~~for~~Relating ~~the historical information, the following discussion contains forward-looking statements that are subject~~ to ~~risks and uncertainties. We caution you not to put undue reliance on any forward-looking statements, which speak only as of~~ the date of this Report. Our actual results or actions may differ materially from these forward-looking statements for many reasons. Our discussion and analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related notes and with the understanding that our actual future results may be materially different from what we currently expect. See “CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION” above. As used herein, the terms “we,” “us,” “our” and the “Company” refers to Home Bistro, Inc., a Nevada corporation, and its subsidiaries unless otherwise stated.Internet

~~Overview~~We are dependent on our telephone, Internet and management information systems for the sales and distribution of our potential products.

~~The~~Our ~~Company~~success ~~was~~depends, ~~incorporated~~ in ~~the~~part, ~~State~~on ofour ~~Nevada~~ability ~~on December~~to 17provide prompt, ~~2009.~~accurate ~~Effective~~and ~~March~~complete ~~23,~~service ~~2018,~~to ~~the~~our ~~Company~~customers ~~changed~~on ~~its~~a ~~name~~competitive ~~from~~basis ~~Vapir~~and ~~Enterprises,~~our ~~Inc.~~ability to ~~Gratitude~~purchase ~~Health,~~and ~~Inc.~~promote ~~On September~~products, 14manage inventory, ~~2020~~ship products, ~~the~~manage ~~Company~~sales ~~changed~~and ~~its~~marketing ~~name~~activities ~~from~~and ~~Gratitude~~maintain ~~Health,~~efficient ~~Inc.~~operations tothrough ~~Home~~our ~~Bistro,~~telephone ~~Inc~~and proprietary management information system. ~~The~~A ~~Company~~significant isdisruption in ~~the~~our ~~business~~telephone, ofInternet ~~providing~~or management information systems could harm our relations ~~prepackaged~~with our customers and ~~prepared~~the ~~meals~~ability to ~~consumers~~manage ~~focused~~our onoperations. ~~offering~~We acan ~~broad~~offer ~~array~~no ofassurance ~~the~~that ~~highest~~our ~~quality~~back-up ~~meal~~systems ~~planning,~~will ~~delivery,~~be ~~and~~sufficient to ~~preparation~~prevent ~~services.~~an ~~The~~interruption ~~Company’s~~in ~~primary~~our ~~former~~ operations ~~were~~ in the ~~business~~event of ~~manufacturing,~~disruption ~~selling,~~in ~~and~~our ~~marketing functional~~management ~~RTD~~information ~~(Ready~~systems, toand ~~Drink)~~an ~~beverages~~extended ~~sold~~disruption in ~~under~~ the ~~Company’s~~management ~~trademark~~information ~~(the~~systems ~~“RTD~~could ~~Business”).~~adversely ~~The~~affect ~~RTD~~our ~~Business was~~business, ~~disposed~~financial oncondition ~~September~~and ~~25,~~results ~~2020~~of ~~as discussed below~~operations.

~~On April 7, 2020, the Board of Directors of the Company approved the increase of authorized shares of common stock from 600,000,000 to 1,000,000,000.~~21

OnOnline ~~April~~security ~~20,~~breaches ~~2020,~~could ~~the~~harm ~~Company, Fresh~~our Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company (“Merger Sub”), and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business ~~(presently known as Home Bistro Holdings, Inc~~., a Nevada corporation) (“Home Bistro Holdings”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger (the “Merger”). Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020.

OnThe ~~April~~secure ~~20,~~transmission ~~2020,~~of ~~pursuant~~confidential toinformation over the ~~terms~~Internet is essential to maintain consumer confidence in our website. Substantial or ongoing security breaches of ~~the~~our ~~Merger~~system or ~~Agreement,~~other Internet-based systems could significantly harm our business. Any penetration of our network security or other misappropriation ~~Roy~~of Gour users’ personal information could subject us to liability. ~~Warren~~We may be liable for claims based on unauthorized purchases with credit card information, ~~Jr.~~fraud, ~~Mike~~or ~~Edwards,~~misuse ~~and~~of ~~Bruce~~personal ~~Zanca~~information, ~~resigned~~such as ~~directors~~for ofunauthorized ~~the~~marketing ~~Company~~purposes. These claims could result in litigation and ~~Roy~~financial Gliability. ~~Warren~~We rely on licensed encryption and authentication technology to effect secure transmission of confidential information, Jrincluding credit card numbers. ~~resigned~~It asis ~~Chief~~possible that advances in computer capabilities, new discoveries or other developments ~~Operating~~could ~~Officer~~result in a compromise or breach of the ~~Company~~technology we use to protect customer transaction data. ~~The~~We ~~resignations~~may ~~were~~incur ~~not~~substantial ~~the~~expense to ~~result~~protect ofagainst ~~any~~and ~~disagreement~~remedy ~~related~~security breaches and their consequences. A party that is able to ~~the~~circumvent ~~Company’s~~our ~~operations,~~security systems could ~~policies,~~steal orproprietary ~~practices.~~information ~~Furthermore,~~or oncause ~~April~~interruptions ~~20,~~in ~~2020,~~our Mroperations. ~~Zalmi~~We ~~Duchman,~~cannot ~~the~~guarantee ~~Chief~~that ~~Executive~~our ~~Officer~~security ofmeasures ~~Home~~will ~~Bistro~~prevent ~~Holdings,~~security ~~Michael~~breaches. ~~Finkelstein~~Any ~~and~~breach ~~Michael~~resulting ~~Novielli~~in ~~were~~misappropriation ~~appointed~~of asconfidential ~~directors~~information ofwould ~~the~~have ~~Company.~~a Inmaterial ~~addition,~~adverse ~~Mr.~~effect ~~Duchman~~on ~~was~~our ~~appointed~~business, ~~Chief~~financial ~~Executive~~condition ~~Officer~~and results of operations.

~~The~~Government ~~Merger~~regulation ~~constituted a change of control~~ and ~~the~~legal ~~majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders~~uncertainties ofrelating Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to ~~dispose or divest~~ the ~~assets~~Internet and ~~liabilities~~online ~~associated~~commerce ~~with~~could ~~the~~negatively ~~RTD~~impact ~~Business,~~our ~~this~~business ~~transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings~~operations. The consolidated interim financial statements are those of Home Bistro Holdings (the accounting acquirer) prior to the Merger and include the activity of the Company (the accounting acquiree) from the date of the Merger.

18Online commerce is rapidly changing, and federal and state regulation relating to the Internet and online commerce is evolving. The U.S. Congress has enacted Internet laws regarding online privacy, copyrights and taxation. Due to the increasing popularity of the Internet, it is possible that additional laws and regulations may be enacted with respect to the Internet, covering issues such as user privacy, pricing, taxation, content, copyrights, distribution, antitrust and quality of products and services. The adoption or modification of laws or regulations applicable to the Internet could harm our business operations.

OnChanging ~~September~~technology ~~14,~~could ~~2020,~~adversely ~~the Company filed~~affect ~~with~~ the ~~Secretary~~operation of ~~State~~our ~~of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect (i) a 1 for 31~~website.993 reverse stock split of its common stock, par value $0.001 per share, with fractional shares rounding up to the nearest whole share (the “Reverse Stock Split”), and (ii) the change of the Company’s name from “Gratitude Health, Inc.” to “Home Bistro, Inc.”. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split.

OnThe ~~Sept.~~Internet, 14online commerce and online advertising markets are characterized by rapidly changing technologies, ~~2020~~evolving industry standards, ~~the~~frequent ~~Financial~~new ~~Industry~~product and service introductions ~~Regulatory~~and ~~Authority~~changing ~~approved~~customer ~~the~~preferences. ~~Company’s~~Our ~~symbol~~future ~~change~~success ~~from~~will ~~“GRTD”~~depend on our ability to ~~“HBIS”,~~adapt ~~effective~~to ~~twenty~~rapidly changing technologies and address ~~(20)~~its ~~business~~customers’ ~~days~~changing preferences. However, we may experience difficulties that delay or prevent us from ~~the~~being ~~approval~~able ~~date~~to do so.

OnRisks ~~September~~Related 25, 2020, the Company entered into, and closed the transactions contemplated by, that certain Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among the Company, Gratitude Keto Holdings, Inc., a Florida corporation (the “Buyer” or “Gratitude Keto”), and the holder of 250,000 of the Company’s issued and outstanding shares of Series B Preferred Stock, $0.001 par value per share (such stock, the “Series B Preferred Stock”, and such stockholder, the “Stockholder”). Pursuant to ~~the~~our Asset Purchase Agreement, among other things, the Company agreed to sell to the Buyer all of the Company’s business, assets and properties used, or held or developed for use, in its functional RTD Business, and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. Furthermore, in connection with the Asset Purchase Agreement, the Buyer returned the 250,000 shares of Series B Preferred Stock held by the Stockholder which was then cancelled by the Company upon return. As a result, the Company has no outstanding shares of preferred stock. Additionally, the RTD Business activities were reclassified and reported as part of “discontinued operations” for all periods presented on the consolidated statements of operations. In addition, the Company assumed an accounts payable liability in the amount of $14,000 related to accounting expenses of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for the accounting expenses in amount of $14,000, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note bears an interest rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through maturity.Indebtedness

~~The~~We ~~ongoing~~have ~~COVID-19~~debt global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could ~~result~~adversely ~~in additional disruptions or delays in shipments~~affect ofour Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital ~~when needed on acceptable terms, if at all. As the situation continues~~ to ~~evolve,~~fund ~~the~~operations ~~Company will continue to closely monitor market conditions~~ and ~~respond~~prevent ~~accordingly.~~us ~~The~~from ~~Company~~meeting ~~has~~our ~~applied~~obligations ~~for and received certain financial assistance~~ under ~~the~~ ~~Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U~~outstanding indebtedness.~~S. Government in response to COVID-19.~~

~~Results~~As of ~~Operations~~October 31, 2021, our total indebtedness was $3,273,966, including total net convertible debt of $580,810, net of $510,438 discount, total advances payable of $101,945 and total notes payable of $306,900. As of October 31, 2021, $2,690,855 and $583,111 of such debt is classified as current and long-term debt, respectively. This debt could have important consequences, including the following: (i) a substantial portion of our cash flow from operations may be dedicated to the payment of principal and interest on indebtedness, thereby reducing the funds available for operations, future business opportunities and capital expenditures; (ii) our ability to obtain additional financing for working capital, debt service requirements and general corporate purposes in the future may be limited; (iii) we may face a competitive disadvantage to lesser leveraged competitors; (iv) our debt service requirements could make it more difficult to satisfy other financial obligations; and (v) we may be vulnerable in a downturn in general economic conditions or in our business and we may be unable to carry out activities that are important to our growth.

~~For~~Our ability to make scheduled payments of the principal ~~Years~~of, ~~Ended~~or ~~December~~to 31pay interest on, or to refinance our indebtedness depends on and is subject to our financial and operating ~~2020~~performance, which in turn is affected by general and ~~2019~~regional economic, financial, competitive, business and other factors beyond management’s control. If we are unable to generate sufficient cash flow to service our debt or to fund our other liquidity needs, we will need to restructure or refinance all or a portion of our debt, which could impair our liquidity. Any refinancing of indebtedness, if available at all, could be at higher interest rates and may require us to comply with more onerous covenants that could further restrict our business operations. Despite our significant amount of indebtedness, we may need to incur significant additional amounts of debt, which could further exacerbate the risks associated with our substantial debt.

~~The Company is in the business of providing prepackaged and prepared meals to consumers focused on offering a broad array of the highest quality meal delivery, and preparation services.~~22

~~Product~~PART ~~Sales~~II

~~During~~Item ~~the~~5. ~~years~~Market ~~ended~~For ~~December~~Registrant’s ~~31,~~Common ~~2020 and 2019~~Equity, ~~sales~~Related ~~from the~~Stockholder ~~food~~Matters ~~preparation~~ and ~~home-delivery~~Issuer ~~business~~Purchases ~~amounted to $1,335,859 and $836,599, respectively, an increase~~ of ~~$499,260~~Equity ~~or 60%.~~Securities

~~Cost~~Market ~~of Sales~~Information

~~The~~Our ~~primary~~common ~~components~~stock ofis ~~cost~~currently ofapproved ~~sales~~for quotation ~~are~~on ~~royalty~~the ~~fee~~OTC ~~and~~Pink ~~food~~Markets ~~and~~maintained ~~processing~~by ~~costs~~the ~~directly~~Financial ~~attributable~~Industry toRegulatory ~~fulfilment~~Authority, ~~and~~Inc. under the ~~delivery~~symbol of“HBISD”. The table below sets forth the ~~product~~high toand ~~customers~~low closing price per share of our common stock for each quarter during 2020 and 2021. These prices represent ~~including~~inter-dealer ~~both~~quotations ~~inbound~~without retail markup, markdown, or commission and ~~outbound~~may ~~shipping~~not ~~costs~~necessarily represent actual transactions.

During the years ended December 31, 2020 and 2019, cost of sales amounted to $873,289 and $499,396, respectively, an increase of $373,893 or 75% due to increase in sales and royalty fee.

	High		Low
Fiscal Year 2022
First Quarter ended January 31, 2022	$	1.40	$	0.76
Second Quarter ended April 30, 2022	$	1.18	$	0.23
Third Quarter ended July 31, 2022	$	0.65	$	0.13

Transition Period 2021
First Quarter ended March 31, 2021	$	2.00	$	0.35
Second Quarter ended June 30, 2021	$	1.20	$	0.56
Third Quarter ended September 30, 2021	$	1.98	$	0.75
Fourth Quarter Ended October 31, 2021 (one month)	$	1.58	$	1.15

Fiscal Year 2020
First Quarter ended March 31, 2020	$	0.88	$	0.19
Second Quarter ended June 30, 2020	$	6.01	$	0.20
Third Quarter ended September 30, 2020	$	3.00	$	0.77
Fourth Quarter Ended December 31, 2020	$	1.52	$	0.76

19Holders

~~Operating~~As ~~Expenses~~of May 5, 2020, there were approximately 113 holders of record of our common stock. The Company is currently working with its transfer agent to reflect the issuance of the Company’s shares of Common Stock to the legacy Home Bistro shareholders in accordance with the Merger Agreement.

~~For the years ended December 31, 2020 and 2019, operating expenses consisted of the following:~~Dividends

	Year Ended December 31,
	2020		2019
Compensation and related expenses	$	547,940	$	362,526
Professional and consulting expenses		434,450		27,231
Product development expense		360,000		—
Selling and marketing expenses		226,428		57,067
General and administrative expenses		198,082		104,569
Total	$	1,766,900	$	551,393

We have not declared cash dividends on our common stock since our inception and we do not anticipate paying any cash dividends in the foreseeable future. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

●Recent ~~Compensation~~Sales ~~and~~of ~~related~~Unregistered ~~expenses:~~Securities

~~During~~Except ~~the~~for ~~year~~provided ~~ended December 31~~below, ~~2020,~~all ~~compensation~~unregistered ~~and~~sales of ~~related~~our ~~expenses~~securities ~~amounted~~during ~~to $547,940 as compared to $362,526 for~~ the year ended December 31, 2019, an ~~increase~~were ofpreviously ~~$185,414~~disclosed orin ~~51%.~~a ~~The~~Quarterly ~~increase~~Report ~~was~~on ~~primarily~~Form ~~attributable to an increase in employee stock~~10-~~based compensation in 2020~~Q.

●The ~~Professional~~shares ~~and~~of ~~consulting~~common ~~expenses:~~stock referenced herein were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

~~During~~Authorized ~~the~~Capital year ended December 31, 2020, professional and consulting expenses amounted to $434,450 as compared to $27,231 for the year ended December 31, 2019, an increase of $407,219 or 1,495%. The increase was primarily due to increases in stock-based compensation to consultants and legal of $124,219, legal expense of $187,318 and accounting and auditing expense of $86,713 in 2020.Stock

●The ~~Product~~authorized ~~development~~capital ~~expense:~~of the Company consists of 1,000,000,000 shares of common stock, par value $0.001 per share and 20,000,000 shares of preferred stock, par value $0.001 per share.

~~During~~Common the year ended December 31, 2020, product development expenses amounted to $360,000 as compared to $0 for the year ended December 31, 2019, an increase of $360,000, or 100%. The increase was primarily due to the grant of warrant to purchase up to 300,000 shares of the Company’s common stock with grant date fair value of $360,000 in 2020 in connection with the execution of that Joint Production Development and Distribution Agreement.Stock

●The ~~Selling~~holders of common stock are entitled to one vote per share on all matters submitted to a vote of shareholders, including the election of directors. There is no right to cumulate votes in the election of directors. The holders of common stock are entitled to any dividends that may be declared by the board of directors out of funds legally available for payment of dividends subject to the prior rights of holders of preferred stock and ~~marketing~~any ~~expenses:~~contractual restrictions we have against the payment of dividends on common stock. In the event of our liquidation or dissolution, holders of common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and have no right to convert their common stock into any other securities.

During the year ended December 31, 2020, selling and marketing expenses to $226,428 as compared to $57,067 for the year ended December 31, 2019, an increase of $169,361, or 297%. The increase was primarily due to stock-based compensation to a vendor of $11,717 and increase in marketing activities in 2020 in connection with the execution of that Joint Production Development and Distribution Agreement.23

●Preferred ~~General and administrative expenses:~~Stock

~~During~~On ~~the~~March ~~year~~19, ~~ended~~2018, ~~December~~the 31Company designated 520,000 shares ~~2020~~of Series A Preferred Stock, ~~general~~par ~~and~~value ~~administrative~~$0.001 per share. Each share of Series A Preferred Stock is convertible into shares of Common ~~expenses~~Stock ~~amounted~~with toa stated value of $~~198,082~~10 asper ~~compared~~share toof Series A Preferred Stock and conversion price of $~~104~~0.10 per share,~~569~~ ~~for~~subject to adjustment in the ~~year~~event ~~ended~~of ~~December~~stock 31split, ~~2019~~stock dividends, anand ~~increase~~recapitalization ofor otherwise, and was adjusted down to $930.04 on May 14,~~513~~ or2019 ~~89%~~due to a trigger event that occurred. The holders of the Series A Preferred Stock shall not possess any voting rights. The Series A Preferred ~~increase~~Stock ~~was~~does ~~primarily~~not ~~due~~contain any redemption provision. The Series A Preferred Stock are entitled to ~~increase~~receive in ~~operational~~cash ~~expenses~~out ~~such~~of asassets ~~rent~~of ~~for~~the aCompany before ~~kitchen~~any ~~facility~~amounts ~~for~~shall be paid to the ~~Company~~holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing.

~~Loss~~On ~~from~~March ~~Operations~~19, 2018, the Company designated 500,000 shares of Series B Preferred Stock, par value $0.001 per share. Each share of Series B Preferred Stock is convertible into shares of Common Stock with a stated value of $10 per share of Series B Preferred Stock and conversion price of $0.10 per share, subject to adjustment in the event of stock split, stock dividends, and recapitalizations or otherwise, and was adjusted down to $0.04 on May 14, 2019 due to a trigger event that occurred. The Series B Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the Stated Value plus any accrued and unpaid dividends thereon and any other fees due and owing. Holders of Series B Preferred Shares voting as a single class, in the aggregate, are entitled to vote with all voting securities of the Company on all matters submitted to the holders of voting securities for vote with the holders of the Series B Preferred Shares entitling the holder thereof to cast that number of votes equal to the number of shares of Common Stock issued and outstanding eligible to vote, at the time of the respective vote plus the number of votes which all other series, or classes of securities are entitled to cast together with the holders of Common Stock at the time of the relevant vote plus one additional share of Common Stock. Solely with respect to matters of the Company’s capitalization and similar matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or bylaws.

~~During~~On ~~the~~August ~~year~~1, ~~ended~~2018, ~~December~~the 31Company designated 1,000 shares ~~2020~~of Series C Preferred Stock, ~~loss~~par ~~from~~value ~~operations~~$0.001 per share. Each share of Series C Preferred Stock is convertible into shares of the ~~amounted~~Company’s tocommon stock with a stated value of $~~1,304,330~~200 asper ~~compared~~share toof Series C Preferred Stock and conversion price of $~~214~~0.05 per share,~~190~~ subject ~~for~~to adjustment in the ~~year~~event ~~ended~~of ~~December~~stock 31split, ~~2019~~stock dividends, ansubsequent ~~increase~~equity ofsales with lower effective price, and recapitalization or otherwise, and was adjusted down to $10.04 on May 14,~~215~~ 2019 due to a trigger event that occurred,~~507~~ or. ~~509%~~The Series C Preferred Stock votes with the common stock on a fully as converted basis. The ~~increase~~Series C Preferred Stock does not contain any redemption provision. The Series ~~was~~C Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing. In October 2018, the Board of Directors of the Company approved and authorized an amendment to increase the ~~changes~~number ~~discussed~~of ~~above~~designated authorized shares of the Series C preferred stock from 1,000 to 2,500 shares.

~~Other~~The ~~Income~~“Down Round” feature embedded in all series of preferred stock was triggered on May 14, 2019 when the conversion price of a convertible note payable was issued at $0.04.

●As ~~During~~set ~~year~~forth ~~ended~~above, ~~December~~prior 31to the effective time of the Merger, ~~2020~~the Company and certain of its existing securityholders entered into an Exchange Agreement providing for, among other ~~income~~things, the ~~net~~exchange, ~~amounted~~also referred to ~~$24,466~~herein as ~~compared~~the to“Exchange”, ~~other~~of ~~income,~~securities ~~net~~held by such securityholders for shares of ~~$15~~Common Stock,~~129~~ as ~~for~~more ~~the~~fully ~~year~~detailed ~~ended~~therein. ~~December~~As ~~31,~~a ~~2019~~result of the Exchange, anall ~~increase~~of inthe ~~other~~Company’s ~~income,~~issued ~~net~~and outstanding shares of $9Series A Convertible Preferred Stock,~~337~~ orSeries ~~62%.~~C ~~The~~Convertible ~~change~~Preferred ~~was~~Stock, ~~primarily~~stock ~~due~~options toand ~~increase~~convertible innotes ~~interest~~payable ~~expense~~were ofconverted ~~$16~~into an aggregate of 172,~~583~~377,500 ashares ~~decrease~~of inCommon ~~gain~~Stock on ~~extinguishment~~a offully ~~accounts~~diluted ~~payable~~basis, consisting of ~~$11~~56,~~395~~831,789 ~~offset~~shares byof anCommon ~~increase~~Stock inand ~~gain~~warrants ~~from~~to ~~change~~purchase up into ~~fair~~115,545,711 ~~value~~shares of ~~derivative~~Common ~~liabilities~~Stock. ofThe ~~$32~~250,~~315~~000 ~~and~~shares anof ~~increase~~Series inB ~~other~~Convertible ~~income~~Preferred ofStock ~~$5,000~~issued ~~grant~~and ~~received~~outstanding ~~from~~on the ~~SBA~~date of ~~under~~ the ~~SBA’s~~Merger ~~Economic~~Agreement ~~Injury~~remain ~~Disaster~~issued ~~Loan~~and ~~assistance~~outstanding and ~~program~~the inother ~~light~~250,000 shares of ~~the~~Series B ~~impact~~Convertible ofPreferred ~~the~~Stock ~~COVID-19~~owned ~~pandemic~~by ina former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement.

~~Loss from continuing operations~~24

●Item ~~During the year ended December 31, 2020, we had a loss from continuing operations of $1,279,864 or $(0~~6.~~07)~~ per common share (basic and diluted), compared to a loss from continuing operations of $199,061 or $(0.02) per common share (basic and diluted) for the year ended December 31, 2019, an increase of $1,080,833 or 543%. The increase was due to the changes discussed above.[Reserved]

~~Income~~Not ~~from~~applicable ~~discontinued~~as ~~operations~~we are a smaller reporting company.

●Item ~~During~~7. ~~the~~Management’s ~~year~~Discussion ~~ended~~and ~~December~~Analysis ~~31, 2020, we had income from discontinued operations~~ of ~~$38,203~~Financial ~~compared~~Condition ~~to income from discontinued operations of $0 for of the year ended December 31, 2019, an increase of $38,203 or 100%. The increase was due to the Merger~~ and ~~disposal~~Results of ~~the RTD Business segment~~Operations.

20Overview

~~Liquidity~~The ~~and~~Company ~~Capital~~was ~~Resources~~incorporated in the State of Nevada on December 17, 2009. Effective March 23, 2018, the Company changed its name to Gratitude Health, Inc. from Vapir Enterprises Inc. Effective September 14, 2019, the Company changed its name to Home Bistro, Inc. from Gratitude Health, Inc.

~~Liquidity~~On isApril 20, 2020, the ~~ability~~Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of anthe ~~enterprise~~Company to(“Merger ~~generate~~Sub”), ~~adequate~~and Home Bistro, ~~amounts~~Inc., ofa ~~cash~~privately-held toDelaware ~~meet~~corporation ~~its~~engaged ~~needs~~in ~~for~~the ~~cash~~food ~~requirements.~~preparation Weand ~~had~~home-delivery business (presently known as Home Bistro Holdings, Inc., a ~~working~~Nevada ~~capital~~corporation) ~~deficit~~(“Home ofBistro ~~$466~~Holdings”),~~178~~ entered into an Agreement and ~~cash~~Plan of ~~$447,354~~Merger as(the of“Merger ~~December~~Agreement”) 31pursuant to which, ~~2020~~among other things, Merger Sub agreed to merge with and ainto ~~working~~Home ~~capital~~Bistro ~~deficit~~Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of ~~$271,679~~the Company and $7the surviving corporation in the merger (the “Merger”). Pursuant to the terms of the Merger Agreement,~~137~~ Home Bistro Holdings filed a Certificate of ~~cash~~Merger aswith the Nevada Secretary of ~~December~~State ~~31,~~on ~~2019~~April 20, 2020.

	December 31, 2020			December 31, 2019			Change			Percentage Change
Working capital deficit:
Total current assets	$	480,942		$	8,053		$	472,889			5,872	%
Total current liabilities		(947,120	)		(279,732	)		(667,388	)		239	%
Working capital deficit:	$	(466,178	)	$	(271,679	)	$	(194,499	)		72	%

The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to Home Bistro Holdings stockholders shares of Common Stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business, in the subsequent period, this transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings.

~~The~~On ~~increase~~September in14, ~~working~~2020, ~~capital~~the ~~deficit~~Company ~~was~~changed ~~primarily attributable~~its name from “Gratitude Health, Inc.” to “Home Bistro, Inc.” On September 25, 2020, the Company entered into an ~~increase~~Asset Purchase inAgreement ~~current~~(the ~~assets~~“Asset Purchase Agreement”) pursuant to which it sold all of ~~$472~~the Company’s business,~~889~~ assets and anproperties ~~increase~~used, or held or developed for use, in ~~current~~its ~~liabilities~~functional ofRTD ~~$667~~Business,~~388~~ and the buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business (the “Divestiture”).

~~Cash~~Prior ~~Flows~~to the Merger, the Company was solely engaged in manufacturing, selling and marketing functional RTD Business sold under the Company’s trademarks. Following the Merger and prior to the Divestiture, the Company provided high quality, direct-to-consumer, ready-made meals at www.homebistro.com, and restaurant quality meats and seafood through its Colorado Prime brand. Following the Divestiture, this became the sole business of the Company..

On January 19, 2021 (“Effective Date”), the Company and Spicy Mango Foodies LLC (f/s/o Chef Priyanka Naik (“CPN”)) (collectively as “Parties”), entered into a Joint Product Development and Distribution Agreement (the “Development Agreement”). Pursuant to the Development Agreement, the Parties shall collaboratively develop a brand of meals, marketed and sold utilizing the Property (“CPN Meals”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is two-year from the Effective Date (“Term”). The first twelve-month anniversary of the Development Agreement shall be deemed “Year One”. The Company shall only distribute the CPN Meals within the Term and any Renewal Term (defined below), as mutually agreed. The Company agrees that following ~~table~~the ~~provides~~Term, ~~detailed~~the Company shall use ~~information~~best ~~about~~efforts ~~our~~to ~~net~~cease ~~cash~~the ~~flows~~distribution of all CPN Meals. For the use of Spicy Mango Foodies, LLC (“SMF”) and all associated intellectual property for the benefit of the CPN Meals, the Company shall pay to SMF the following: (i) 10% of all Net Revenue generated from the sale of CPN Meals (“SMF Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on CPN Meals less discounts and returns. The SMF Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the SMF Royalty was earned and; (ii) 10% of all Net Revenue generated from the sale of Home Bistro and Prime Chop brand orders in which a SMF Dedicated Code was used at the time of purchase (“SMF Commission”) and all sales derived from that account thereafter. The SMF Commission generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the SMF Commission was earned.

	Year Ended December 31,
	2020			2019
Net cash used in operating activities	$	(273,816	)	$	(30,244	)
Net cash provided by investing activities		1,749			—
Net cash provided by (used in) financing activities		712,284			(11,900	)
Net change in cash	$	440,217		$	(42,144	)

WeOn ~~have~~July an6, ~~accumulated~~2021, ~~deficit~~the ~~and~~Company ~~have incurred~~entered ~~operating~~into ~~losses~~an ~~since~~Agreement and ~~our~~Plan ~~inception~~of ~~and~~Merger ~~expect~~with ~~losses~~Model toMeals, ~~continue~~acquiring ~~during~~Model ~~fiscal~~Meals ~~year~~through ~~2020.~~a ~~This~~reverse ~~raises~~triangular ~~substantial~~merger, ~~doubt about~~whereby ~~our~~Model ~~ability~~Meals tomerged ~~continue~~with asModel Meals aAcquisition ~~going concern~~Corp., ~~The~~a ~~ability~~wholly owned subsidiary of the Company, towith ~~continue~~Model asMeals being the surviving entity (the “Acquisition”). As a ~~going~~result, ~~concern~~Model isMeals ~~dependent~~became ona ~~the Company’s~~wholly ~~ability~~owned tosubsidiary ~~raise~~of ~~additional~~the ~~capital~~Company, ~~implement~~and ~~its~~the ~~business~~members ~~plan~~of ~~and~~Model ~~generate~~Meals ~~sufficient~~received ~~revenues.~~and ~~The~~aggregate ~~consolidated~~of 2,008,310 ~~financial~~shares ~~statements~~of doCommon ~~not~~Stock ~~include~~and ~~any~~$60,000 ~~adjustments~~in ~~that~~cash. ~~might~~Pursuant beto ~~necessary~~the ifAcquisition, the Company isissued ~~unable~~2,008,310 shares of Common Stock with fair value of $2,028,393. The shares were subject to ~~continue~~a as24-month Lockup and Leak-Out Agreement and were issued pursuant to Section 4(a)(2) ~~going~~of the ~~concern~~Securities Act.

~~Net~~On ~~Cash~~June ~~Used~~24, 2021, the Company entered into a licensing agreement (“License Agreement”) with a celebrity chef and majority member interest holder of Homemade Meals, LLC, an inactive entity. As a condition to finalizing the License Agreement, the Company also executed a Membership Interest Purchase Agreement (the “Member Agreement”) and issued an aggregate of 2,266,666 shares of Common Stock with a fair value of $2,969,334 to members of Homemade Meals, LLC (“Homemade Meals”) on October 25, 2021 to terminate an exclusivity and non-compete agreement the celebrity chef had with Homemade Meals. The Company issued the celebrity chef 2,000,000 shares of Company’s Common Stock with a fair value of $2,620,000. The Company’s primary reason for acquiring the membership interests in ~~Operating~~Homemade ~~Activities~~ Meals was to terminate the exclusivity and non-compete agreement between the celebrity chef and Homemade Meals, thereby enabling the celebrity chef to execute the License Agreement with the Company. At the time of execution of the Member Agreement, Homemade Meals held no significant assets and had no business operations. The Company recorded the shares given to the celebrity chef and the members of Homemade Meals as two separate transactions.

~~Net~~On ~~cash~~February ~~used~~22, in2022 ~~operating~~(“Effective ~~activities~~Date”), ~~was~~the ~~$273~~Company and Mini Melanie,~~816~~ ~~for~~LLC ~~the~~(f/s/o ~~year~~Chef ~~ended~~Melanie ~~December~~Moss ~~31,~~(“MM”)) ~~2020~~(collectively as ~~compared~~“Parties”), entered into a Joint Product Development and Distribution Agreement (“Development Agreement”).Pursuant to ~~$30~~the Development Agreement,~~244~~ ~~for~~the Parties shall collaboratively develop a brand of desserts (“Moss Deserts”) jointly with the Home Bistro label, under the terms and conditions of the Development Agreement. The Development Agreement shall remain in effect from the Effective Date until the last day of the month that is one-year ~~ended~~from ~~December~~the ~~31,~~Effective ~~2019,~~Date. anFor ~~increase~~the use of MM and all associated intellectual property for the benefit of the ~~$243~~Moss Deserts,~~572~~ orthe ~~805~~Company shall pay to MM 5% of all Net Revenue generated from the sale of Moss Deserts (“MM Royalty”). For the purpose of this agreement “Net Revenue” shall be defined as gross sales generated on Moss Deserts less discounts and returns. The MM Royalty generated during each calendar month in which an agreement is in effect shall be due and payable by the 10th business day of the following month in which the MM Royalty was earned.

●On ~~Net~~March ~~cash~~25, ~~used~~2022, inthe ~~operating~~Company’s ~~activities~~Board ~~for~~of Directors ~~the~~(“Board”) ~~year~~appointed ~~ended~~Camille ~~December~~May ~~31,~~as ~~2020~~Chief ~~primarily~~Financial ~~reflected~~Officer ~~our~~of ~~net~~the ~~loss~~Company. ofMs. $1May,~~241~~ 34,~~661~~ ~~adjusted~~joined ~~for~~ the ~~add-back~~Company onin ~~non-cash~~October 2021 ~~items~~in ~~such~~connection aswith ~~depreciation~~the ~~expense~~acquisition of ~~$440,~~Model ~~stock~~Meals LLC. She was a co-~~based~~founder ~~compensation~~and chief financial officer of ~~$213~~Model Meals since January 2015. In connection with the appointment,~~841~~ ~~and~~the ~~commons~~Board ~~stock~~approved ~~and~~an ~~warrants~~employment ~~issued~~agreement with Ms. May, which provides for ~~services~~an annual salary of $~~609~~120,~~740~~000, ~~amortization~~a grant of ~~debt~~five ~~discount~~year ofwarrants ~~$7,983,~~to ~~offset~~purchase by250,000 ~~gain~~shares onof ~~extinguishment~~common stock of ~~accounts~~the ~~payable~~Company ofat ~~$7,075,~~an ~~and~~exercise ~~gain~~price ~~from~~of ~~change~~$0.001 inper share, ~~fair~~a ~~value~~performance-based bonus of ~~derivative~~up ~~liabilities~~to $3245,~~315~~000 ~~and changes~~ in ~~operating~~cash ~~asset~~ and ~~liabilities~~up ~~consisting~~to ~~primarily~~100,000 shares of ancommon ~~increase~~stock upon attainment of ~~prepaid~~certain ~~expenses~~performance targets specified therein, and ~~other~~weekly ~~current~~meal ~~assets~~packages of ~~$8,896,~~up anto ~~increase~~16 inmeals ~~unredeemed~~at ~~gift~~no ~~cards~~cost. ofThe ~~$37,946,~~employment anagreement ~~increase~~has ina ~~accrued~~two-year ~~expense~~initial term and ~~other~~provides ~~liabilities~~that ofher ~~$102,201~~employment ~~and~~may anonly ~~increase~~be interminated ~~accounts~~by ~~payable~~the ofCompany ~~$43,980~~for cause.

● Net cash used in operating activities from continuing operations for the year ended December 31, 2019 primarily reflected our net loss of $199,061 adjusted for the add-back on non-cash items such as stock-based compensation of $183,294, gain on extinguishment of accounts payable of $18,470 and changes in operating asset and liabilities consisting primarily of a decrease in inventory of $7,306, a decrease in prepaid expenses and other current assets of $7,428, an increase in unredeemed gift cards of $399 offset by a decrease in accounts payable of $11,140.26

~~Net~~Results ~~Cash~~of ~~Provided Investing Activities~~ Operations

~~Net~~For ~~cash provided by investing activities was $1,749 for~~ the ~~year~~Three ~~ended~~and ~~December~~Nine ~~31,~~Months ~~2020~~Ended ~~as compared to nil for the year ended December~~ July 31, ~~2019,~~2022 anand ~~increase of $1,749 or 100%.~~2021

●Product ~~Net cash provided by investing activities for the year ended December 31, 2020 consisted of cash acquired from an acquisition of $4,917 offset by acquisition of property and equipment of $3,168.~~Sales

21During the three months ended July 31, 2022 and 2021, product sales were $619,187 and $408,821, respectively, an increase of $210,366 or 51.5%.

~~Net~~During ~~Cash~~the ~~Provided~~nine bymonths ~~(Used~~ended ~~in)~~July ~~Financing~~31, 2022 and ~~Activities~~2021, product sales were $2,164,248 and $1,135,872, respectively, an increase of $1,028,376 or 90.5%.

~~Net~~Cost ~~cash provided by financing activities was $712,284 for the year ended December 31, 2020 as compared to net cash used amounting to $11,900 for the year ended December 31, 2019, a change~~ of ~~$724,184 or 6,086%.~~Sales

●The ~~Net~~primary ~~cash~~components ~~provided~~of bycost ~~financing~~of ~~activities~~sales ~~for~~are ~~the~~raw materials ~~year~~and ~~ended~~direct ~~December~~kitchen 31labor, ~~2020~~shipping ~~consisted~~and ofhandling ~~proceeds~~costs, ~~from~~packaging ~~sale~~costs, and with the introduction of ~~warrants~~the Company’s celebrity chef program in the fourth quarter of ~~$100~~2020,~~005,~~ ~~notes~~it ~~payable~~now ofincurs ~~$171~~associated royalty fees. During the three months ended July 31,~~612~~ 2022 and 2021, the ~~advances~~Company ~~payable~~had total cost of sales of $~~140~~707,~~840~~346 and ~~convertible~~$371,118, ~~notes~~respectively, ~~payable~~an increase of $~~384~~336,~~100~~228, ~~offset~~or by90.6%. ~~repayments~~The ofincrease ~~note~~was ~~payable~~due –to an increase in ~~default~~direct ~~and~~kitchen ~~advance~~labor, ~~payable~~royalty infees ~~total~~and ~~amount~~packaging ~~of $84,273~~expenses.

●During ~~Net cash used in financing activities for~~ the ~~year~~nine months ended ~~December~~July 31, ~~2019~~2022 and 2021, ~~consisted~~the ofCompany ~~proceeds~~had ~~from~~total ~~sale~~cost of ~~common~~sales ~~stock~~ of $32,~~000~~069,942 and ~~advance~~$951,440, ~~payable~~respectively, an increase of $231,~~000~~118,502, ~~off~~or ~~set~~117.6%. byThe ~~repayments~~increase was ofdue ~~note~~to ~~payable~~an –increase in ~~default~~direct ~~and~~kitchen ~~advance~~labor, ~~payable~~royalty infees ~~total~~and ~~amount~~packaging ~~of $37,900~~expenses.

~~Cash~~Operating ~~Requirements~~Expenses

WeFor ~~currently~~the ~~have~~three no external sources of liquidity, such as arrangements with credit institutions or off-balance sheet arrangements that will have or are reasonably likely to have a current or future effect on our financial condition or immediate access to capital. As noted above and ~~below,~~ ~~the~~nine ~~Company~~Months ~~received~~Ended aJuly ~~loan in the aggregate amount of $14~~31,~~612~~ ~~under the Paycheck Protection Program of the Coronavirus~~2022 ~~Aid, Relief,~~ and ~~Economic Security Act~~2021, ~~and~~operating aexpenses ~~loan~~consisted ~~in the aggregate amount~~ of ~~$150,000~~ ~~from~~ the ~~SBA under its Economic Injury Disaster Loan assistance program in light of the impact of the COVID-19 pandemic.~~following:

We are dependent on our product sales to fund our operations and may require the sale of additional common stock and preferred stock to maintain operations. Our officers and directors have made no written commitments with respect to providing a source of liquidity in the form of cash advances, loans, and/or financial guarantees.

	Three Months Ended July 31,				Nine Months Ended July 31,
	2022		2021		2022		2021
Compensation and related expenses	$	273,348	$	111,406	$	1,265,025	$	277,228
Professional and consulting expenses		371,451		756,886		3,439,253		1,279,609
Professional and consulting expenses – related party		57,500		-		117,500		-
Product development expense		99,063		-		370,677		-
Selling and marketing expenses		368,344		96,732		956,413		307,980
General and administrative expenses		394,032		108,779		1,229,076		262,523
Settlement expense		365,140		-		365,140		-
Total	$	1,928,878	$	1,073,803	$	7,743,084	$	2,127,340

~~Going~~Compensation ~~Concern~~and Related Expenses

~~The~~During ~~financial~~the ~~statements~~three ~~have~~months ~~been~~ended ~~prepared~~July ~~on a going concern basis~~31, ~~which~~2022 ~~contemplates the realization of assets~~ and ~~the settlement of liabilities and commitments in the normal course of business.~~ ~~As reflected in the accompanying consolidated financial statements~~2021, ~~for~~compensation ~~the year ended December 31, 2020, the Company had net loss~~ and ~~cash~~related ~~used~~expenses inamounted ~~operations~~to of $1273,~~241,661~~348 and $~~273~~111,~~817~~406, respectively~~. As of December 31~~, ~~2020, the Company had~~ an ~~accumulated~~increase ~~deficit, stockholders’ deficit, and working capital deficit~~ of $6161,~~333,389,~~942 ~~$1,914,994~~or ~~and $466,178, respectively~~145. ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report~~4%. The ~~Company’s primary source of operating funds in 2020~~ increase was primarily ~~from~~attributable ~~the~~to ~~third-party~~an ~~advances and~~increase ~~proceeds~~in ~~from~~executive ~~note~~salary ~~payables. The Company has experienced net losses from operations since inception but expects these conditions to improve~~ in ~~the near term and beyond as it develops its business model~~2022.

~~Management~~During ~~cannot provide assurance that~~ the ~~Company~~nine ~~will~~months ~~ultimately~~ended ~~achieve~~July ~~profitable~~31, ~~operations~~2022 ~~or become cash flow positive or raise additional debt~~ and~~/or equity~~ ~~capital.~~2021, ~~Management~~compensation ~~believes~~and ~~that~~related ~~the~~expenses ~~Company’s~~amounted ~~capital resources are not currently adequate~~ to ~~continue~~$1,265,025 ~~operating~~ and ~~maintaining its~~$277,228, ~~business~~respectively, ~~strategy~~an ~~for~~increase ~~a period~~ of ~~twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future~~$987,797 ~~management expects that the Company will need to curtail~~ or ~~cease operations~~356. ~~These~~3%. ~~consolidated~~The ~~financial~~increase was ~~statements~~primarily doattributable ~~not include any adjustments related~~ to ~~the~~an ~~recoverability~~increase ~~and classification~~ of ~~recorded asset~~$349,810 ~~amounts~~stock-based compensation and ~~classification~~increase ofin ~~liabilities~~executive ~~that~~salary ~~might~~in ~~be necessary should the Company be unable to continue as a going concern~~2022.

~~Critical Accounting Policies~~27

~~The~~Professional preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires our management to make assumptions, estimates, and ~~judgments~~Consulting that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.Expenses:

WeDuring ~~believe~~ the ~~following~~three ~~critical~~months ~~accounting policies~~ended ~~involve~~July ~~the~~31, ~~most~~2022 ~~significant~~and 2021, ~~estimates~~professional and ~~judgments~~consulting ~~used~~expenses inamounted ~~the~~to ~~preparation~~$371,451 ofand ~~our~~$756,886, ~~consolidated~~respectively, ~~financial~~a ~~statements. We~~decrease ~~believe~~of ~~the~~$385,435 ~~critical~~or ~~accounting~~50.9%. ~~policies~~The indecrease was ~~Note~~primarily 2due toan ~~the~~decreased ~~consolidated~~stock-based ~~financial~~compensation ~~statements~~of ~~appearing~~$450,000, a decrease in ~~our~~accounting ~~audited financial~~fees ~~statements~~of ~~for~~$1,635, ~~the~~and ~~years~~a ~~ended~~decrease ~~December~~in 31investor relations fee of $124,632, ~~2020~~offset ~~and~~by ~~2019~~an ~~included~~increase in ~~this~~consulting ~~Form~~fees ~~10-K~~of $18,922, ~~affect~~an ~~our~~increase ~~more~~in ~~significant~~filing ~~judgments and~~fees ~~estimates~~of ~~used~~$21,266 and an increase in ~~the~~legal ~~preparation~~fees of ~~our consolidated financial statements~~$150,644.

~~Use~~During the nine months ended July 31, 2022 and 2021, professional and consulting expenses amounted to $3,439,253 and $1,279,609, respectively, an increase of ~~Estimates~~$2,159,644 or 168.8%. The increase was primarily due an increase in stock-based compensation of $1,643,591 related to common stock issued for lock up and leak out agreements and Common Stock issued for services and prepaid services, an increase in consulting fees of $121,284, an increase in accounting fees of $128,380, an increase in legal fees of $265,760, and an increase of filing fees of $35,803, offset by a decrease in investor relations fee of $35,174.

~~The~~Professional ~~preparation of the financial statements in conformity with U.S. GAAP requires management to make estimates~~ and ~~assumptions~~Consulting ~~that~~Expenses ~~affect the reported amounts of assets and liabilities and~~– ~~disclosure~~Related of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of December 31, 2020 and 2019 include the assumptions used in the redemption recognition method for unredeemed gift cards, collectability of note receivable, estimates of current and deferred income taxes and deferred tax valuation allowances, valuation of derivative liabilities, and the fair value of non-cash equity transactions.Party:

22During the three and nine months ended July 31, 2022, professional and consulting expenses for related parties amounted to $57,500 and $117,500, respectively. We did not incur professional and consulting expenses for related parties during the 2021 periods. We entered into a consulting agreement with a related party, dated October 1, 2021 which provides for $10,000 monthly consulting fee. Additionally, on May 1, 2022, the Company issued as consideration to a related party stockholder 25,000 shares of common stock with grant date fair value of $27,500, or $1.10 per share, based on the market price of common stock on grant date, for the stockholder’s execution of a Lock-Up & Leak Out Agreement. In connection with this issuance, on May 1, 2022, the Company recorded stock-based professional fees of $27,500.

~~Fair~~Product ~~Value~~Development ~~of Financial Instruments and Fair Value Measurements~~Expenses

~~FASB~~During ~~ASC~~the ~~820~~three -months ~~Fair~~ended ~~Value~~July ~~Measurements and Disclosures~~31, ~~defines~~2022 ~~fair~~and 2021, ~~value~~product asdevelopment ~~the~~expenses ~~price~~amounted ~~that would be received~~ to ~~sell~~$99,063 anand ~~asset~~$0, orrespectively, ~~paid to transfer a liability in~~ an ~~orderly~~ ~~transaction~~increase ~~between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value~~ of ~~all financial instruments~~$99,063, ~~whether~~ or ~~not recognized, for financial statement purposes~~100%. ~~Disclosures~~The ~~about~~product ~~the fair value of~~development ~~financial~~expense ~~instruments are based on pertinent information available to the Company on December 31, 2020. Accordingly, the estimates presented~~ in ~~these financial statements are not necessarily indicative of~~ the ~~amounts~~2022 ~~that~~period ~~could~~was beprimarily ~~realized~~due onto ~~disposition of~~ the ~~financial~~amortization ~~instruments. FASB ASC 820 specifies a hierarchy~~ of ~~valuation techniques based on whether~~ the ~~inputs~~deferred tocompensation ~~those~~resulting ~~valuation techniques are observable or unobservable. Observable inputs reflect market data obtained~~ from ~~independent~~common ~~sources,~~stock ~~while~~issued ~~unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices~~ in ~~active markets for identical~~connection ~~assets~~with ~~or liabilities (Level 1 measurement) and~~ the ~~lowest~~product ~~priority~~development ~~to unobservable inputs (Level 3 measurement)~~agreements.

During the nine months ended July 31, 2022 and 2021, product development expenses amounted to $370,677 and $0, respectively, an increase of $370,677, or 100%. The ~~three~~product ~~levels~~development expense in the 2022 period was primarily due to the amortization of the ~~fair~~deferred ~~value~~compensation ~~hierarchy~~resulting from common stock issued in connection ~~are~~with asthe ~~follows:~~product development agreements.

~~Level~~Selling ~~1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets~~ and ~~liabilities~~Marketing in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.Expenses

~~The~~During ~~carrying~~the ~~amounts~~three ~~reported~~months inended ~~the~~July ~~consolidated balance~~31, ~~sheets~~2022 ~~for cash~~and 2021, ~~due~~selling ~~from~~ and tomarketing ~~related~~expenses ~~parties~~amounted to $368,344 ~~prepaid~~and ~~expenses~~$96,732, ~~accounts~~respectively, ~~payable~~an ~~and~~increase ~~accrued~~of ~~liabilities~~$271,612, ~~approximate their~~or ~~fair~~280.8%. ~~market~~The ~~value~~increase was ~~based~~primarily ondue to the ~~short~~expansion of our multi-~~term~~channel ~~maturity~~digital ofmarketing ~~these~~strategy ~~instruments~~to further promote our celebrity chef program.

~~Derivative~~During ~~Liabilities~~the nine months ended July 31, 2022 and 2021, selling and marketing expenses amounted to $956,413 and $307,980, respectively, an increase of $648,433, or 210.5%. The increase was primarily due to the expansion of our multi-channel digital marketing strategy to further promote our celebrity chef program in and acquisition of Model Meals in July 2021.

~~The~~General Company has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and ~~Hedging~~Administrative – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.Expenses

InDuring ~~July~~the ~~2017,~~three ~~FASB~~months ~~issued~~ended ~~ASU~~July ~~No. 2017-11~~31, ~~Earnings~~ ~~Per~~2022 ~~Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives~~ and ~~Hedging (Topic 815): (Part~~ I)2021, ~~Accounting~~general ~~for~~and ~~Certain~~administrative ~~Financial~~expenses ~~Instruments~~amounted ~~with Down Round Features. These amendments simplify the accounting for certain financial instruments with down-round features. The amendments require companies~~ to ~~disregard~~$394,032 ~~the~~and ~~down-round~~$108,779, ~~feature when assessing whether the instrument is indexed to its own stock~~respectively, ~~for~~an ~~purposes~~increase of ~~determining~~$285,253, ~~liability~~ or ~~equity classification~~262.2%. ~~For~~The ~~public~~increase ~~business~~was ~~entities,~~primarily ~~the~~due ~~amendments~~to inan ~~Part~~increase Iin ofdepreciation ~~the~~and ~~ASU~~amortization ~~are~~expense ~~effective~~of ~~for fiscal years~~$245,899 and ~~interim~~an ~~periods~~increase ~~within~~in ~~those~~kitchen ~~fiscal years,~~related ~~beginning~~expenses ~~after~~of ~~December 15~~$39, ~~2018~~354.

~~Revenue~~During ~~Recognition~~the nine months ended July 31, 2022 and 2021, general and administrative expenses amounted to $1,229,076 and $262,523, respectively, an increase of $966,553, or 368.2%. The increase was primarily due to an increase in depreciation and amortization expense of $755,813 primarily related to the amortization of intangible assets acquired in July 2021, an increase in kitchen related expenses of $12,135, an increase in rent of $79,469, an increase in utilities of $25,054, an increase in travel expenses of $26,500 and a net increase in other general and administrative expenses of $67,582.

The Company’s revenues consist of high quality, direct-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the Company’s ready-made meals are recognized when the product is delivered to the customer and title has transferred, it is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges.28

23Settlement Expenses

~~Customers~~During ~~can~~the ~~purchase~~three ~~gift~~and ~~cards~~nine ~~via phone~~months orended ~~online~~July ~~through~~31, 2022, ~~the~~settlement ~~Company’s~~expenses ~~e-commerce~~amounted ~~website~~to $365,140. ~~Gift~~We ~~card~~did ~~purchases~~not ~~are~~incur ~~initially~~settlement ~~recorded~~expenses asduring ~~unredeemed~~the ~~gift~~2021 periods. On June 30, 2022, pursuant ~~card~~to ~~liabilities~~a stock repurchase and ~~are~~settlement ~~recognized~~agreement asand ~~product~~a ~~sales~~lock-up ~~upon~~and ~~redemption.~~settlement ~~Historically~~agreement, the ~~majority~~Company ofissued ~~gift~~an ~~cards~~aggregate ~~are~~of ~~redeemed~~585,000 ~~within~~shares ~~two~~of ~~years~~its common stock with grant date fair value of ~~issuance~~169,650, or $0.29 ~~The~~per ~~Company~~share, ~~does~~based ~~not~~on ~~charge~~the ~~administrative~~market ~~fees~~price onof ~~unused~~common ~~gift~~stock ~~cards~~on grant date, for ~~and~~the ~~its~~stockholders’ ~~gift~~execution ~~cards~~of doa ~~not~~Lock-Up ~~have~~& anLeak Out Agreement. In connection with these agreements, the Company recorded ~~expiration~~settlement ~~date~~expense of $185,344.

~~Based~~In addition, on ~~historical~~June ~~redemption patterns~~30, a2022, ~~portion~~in ofconnection ~~issued~~with a ~~gift~~lock-up ~~cards~~and ~~are~~leak ~~not~~out ~~expected~~settlement toagreement, bethe ~~redeemed (breakage). The~~ Company ~~uses~~issued ~~the~~674,100 ~~redemption~~shares ~~recognition~~of ~~method for~~its ~~recognizing~~common ~~breakage~~stock ~~related~~in toconnection ~~unredeemed~~with ~~gift~~the ~~cards~~cashless ~~for which it has sufficient historical redemption information.~~exercise ~~Under~~of ~~the redemption recognition method~~674,100 ~~breakage~~warrants ~~revenue~~and isno ~~recorded~~cash inconsideration. ~~proportion~~The to674,100 ~~and~~warrants ~~over~~had ~~the~~grant ~~time~~date ~~period~~fair ~~gift~~value ~~cards are~~of ~~actually~~$194,490 ~~redeemed~~or $0.29 ~~The~~per ~~estimated~~share ~~breakage rate is~~ based on the ~~historical~~market ~~issuance~~price ~~and~~of ~~redemption~~common ~~patterns~~stock ~~and is re-assessed by the Company~~ on agrant ~~regular basis~~date. AtIn ~~least~~connection ~~three~~with ~~years~~this ofcashless ~~historical~~exercise ~~data,~~of ~~which is updated annually~~warrants, isthe ~~used~~Company torecorded ~~estimate~~settlement ~~redemption~~expenses ~~patterns~~of $194,490.

~~Inflation~~Loss ~~and~~from ~~Changing Prices~~Operations

~~Neither~~During ~~inflation~~the ~~nor~~three ~~changing~~months ~~prices~~ended July 31, 2022 and ~~for~~2021, ~~the~~loss ~~year~~from ~~ended~~operations ~~December~~amounted 31to $2,017,037 ~~2020~~and ~~had~~$1,036,100, arespectively, ~~material~~an ~~impact~~increase onof ~~our~~$980,937, ~~operations~~or 94.7%. The increase was due to the changes discussed above.

~~Off-Balance~~During ~~Sheet~~the ~~Arrangements~~twelve months ended October 31, 2022 and 2021, loss from operations amounted to $7,648,778 and $1,942,908, respectively, an increase of $5,705,870, or 293.7%. The increase was due to the changes discussed above.

~~None.~~Other Income (Expense), net

~~ITEM~~During 7Athe three months ended July 31, 2022 and 2021, other expense, net amounted to $270,638 and $341,325, respectively, a decrease of $70,687, or 20.7%. ~~QUANTITATIVE~~The ~~AND~~change ~~QUALITATIVE~~was ~~DISCLOSURES~~primarily ~~ABOUT~~due to ~~MARKET~~a ~~RISK~~decrease in interest expense of $178,101 resulting from a decrease in average outstanding convertible notes in 2022, offset by a decrease in gain from change in fair value of derivative liabilities of $92,660 and offset by a decrease in gain on extinguishment of accounts payable of $14,754.

~~Not~~During ~~applicable~~the twelve months ended October 31, 2022 and 2021, other expense, net amounted to $588,716 and $596,642, respectively, a decrease of $7,926, or 1.3%. The change was primarily due to a decrease in interest expense of $263,957 resulting from a decrease in average outstanding convertible notes in 2022, offset by a decrease in gain from change in fair value of derivative liabilities of $207,573, a decrease in gain on extinguishment of accounts payable of $14,754 and a decrease in gain on extinguishment of debt of $33,704.

~~ITEM~~Net ~~8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA~~Loss

~~The~~During ~~financial~~the ~~statements~~three months ended July 31, 2022 and 2021, we had a net loss of $2,287,675 and $1,377,425, respectively, an increase of $910,250, or 66.1%. The increase was due to the ~~reports~~changes ofdiscussed ~~our~~above. ~~independent~~For ~~registered~~the ~~public~~three ~~accounting~~months ~~firm~~ended ~~required~~July ~~pursuant~~31, 2022 and 2021, net loss attributable to ~~this~~common ~~Item~~shareholders, ~~are~~which included ina ~~Item~~deemed dividend 15related to the cashless exercise and settlement of ~~this~~warrants ~~report~~of $2,578,446 and $0, amounted to $4,866,121, or $(0.12) per basic ~~are~~and ~~presented~~diluted ~~beginning~~common onshare, ~~page~~and F-$(1,377,425), or $(0.06) per basic and diluted common share, respectively.

~~ITEM~~During 9the twelve months ended October 31, 2022 and 2021, we had a net loss of $8,237,494 and $2,539,550, respectively, an increase of $5,697,944, or 224.4%. ~~CHANGES~~The INincrease ~~AND~~was ~~DISAGREEMENTS~~due ~~WITH~~to the ~~ACCOUNTANTS~~changes ONdiscussed ~~ACCOUNTING~~above. ~~AND~~For ~~FINANCIAL~~the ~~DISCLOSURE~~nine months ended July 31, 2022 and 2021, net loss attributable to common shareholders, which included a deemed dividend related to the cashless exercise and settlement of warrants of $2,578,446 and $0, amounted to $10,815,940, or $(0.28) per basic and diluted common share, and $2,539,550, or $(0.12) per basic and diluted common share, respectively.

~~None.~~29

~~ITEM~~For ~~9A.~~the ~~CONTROLS~~Ten ~~AND~~Months ~~PROCEDURES~~Ended October 31, 2021 and Ten Months Ended October 31, 2020 (Unaudited)

~~Management’s~~Product ~~Report on Internal Control over Financial Reporting~~Sales

WeDuring ~~maintain “disclosure controls and procedures,” as that term is defined in Rule 13a-15(e), promulgated by~~ the ~~SEC~~ten ~~pursuant~~months toended ~~the~~October ~~Securities Exchange Act of 1934~~31, as2021 ~~amended (the “Exchange Act”). Disclosure controls~~ and ~~procedures include controls and procedures designed~~ to2020, ~~ensure~~revenues ~~that~~amounted ~~information required~~ to ~~be disclosed in our company’s reports filed under the Exchange Act is recorded~~$1, ~~processed~~644, ~~summarized~~208 and ~~reported within the time periods specified in the SEC’s rules and forms~~$1, ~~and that such information is accumulated and communicated to our management~~083,212, ~~including our principal executive officer and principal financial officer to allow timely decisions regarding required disclosure. Our management~~respectively, ~~with~~an ~~the~~increase ~~participation~~ of ~~our principal executive officer and principal financial officer~~$560,966 ~~evaluated~~or ~~our company’s disclosure controls and procedures as of the end of the period covered by this annual report on Form 10-K~~52%. ~~Based~~The onincrease ~~this~~primarily ~~evaluation,~~resulted ~~our principal executive officer and principal financial officer concluded~~from ~~that~~the asacquisition of ~~December~~Model ~~31,~~Meals ~~2020,~~in ~~our~~July ~~disclosure~~2021 ~~controls~~ and ~~procedures~~introduction ~~were not effective. The ineffectiveness~~ of ~~our~~the ~~disclosure controls~~Company’s ~~and~~celebrity ~~procedures~~chef ~~was~~program ~~due to material weaknesses, which we identified,~~ in ~~our~~December ~~report on internal control over financial reporting~~2020.

~~Internal~~Cost ~~Control~~of ~~over Financial Reporting~~Sales

~~Management~~Since the Company implemented its own kitchen operations in July 2020, its primary components of cost of sales are raw materials and direct kitchen labor and, with the introduction of the Company’s ~~annual~~celebrity ~~report on~~chef ~~internal~~program ~~control~~in ~~over~~December ~~financial~~2020, ~~reporting~~it now incurs associated royalty fees.

~~Our~~During ~~management,~~the ~~including~~ten ~~our~~months ~~principal executive~~ended ~~officer~~October ~~and~~31, ~~principal~~2021 ~~financial officer~~and 2020, isthe ~~responsible~~Company ~~for~~had ~~establishing~~total ~~and~~cost ~~maintaining~~of ~~adequate~~sales ~~internal~~of ~~control~~$1,447,901 ~~over financial~~and ~~reporting~~$678,574, ~~(as~~respectively, ~~defined~~an inincrease ~~Rule~~of ~~13a-15(f)~~$769,327 ~~under~~or ~~the Exchange Act)~~113%. ~~Our~~The ~~management,~~increase ~~with~~was due to the ~~participation~~Company’s ofdecision ~~our~~to ~~principal executive~~conduct ~~officer~~a ~~and~~trial ~~principal~~test ~~financial~~of ~~officer,~~free ~~evaluated~~shipping ~~the~~and ~~effectiveness~~increase ofin ~~our~~direct ~~internal~~kitchen ~~control~~labor. ~~over~~With ~~financial~~the ~~reporting~~completion as of ~~December~~the 31test, ~~2020.~~the ~~Our~~Company ~~management’s~~is ~~evaluation~~assessing ofits ~~our~~results. ~~internal~~The ~~control~~primary ~~over~~increase ~~financial~~in ~~reporting~~2021 was ~~based~~due onto ~~the~~increase ~~framework~~ in ~~Internal~~royalty ~~Control-Integrated~~fees ~~Framework~~of ~~(2013)~~$144,767 ~~issued by the Committee~~ of ~~Sponsoring~~associated with ~~Organizations of~~ the ~~Treadway~~Company’s ~~Commission. Based~~celebrity onchef ~~this~~program ~~evaluation,~~and ~~our~~increase ~~management~~in ~~concluded~~kitchen ~~that~~expense as of ~~December 31~~$203, ~~2020, our internal control over financial reporting was not effective~~965.

24Operating Expenses

~~The~~For ~~ineffectiveness~~the often ~~our~~months ~~internal~~ended ~~control over~~October ~~financial~~31, ~~reporting~~2021 ~~was~~and ten ~~due~~months toended ~~the~~October ~~following~~31, ~~material~~2020 ~~weaknesses~~(unaudited), ~~which~~operating weexpenses ~~identified~~consisted inof ~~our~~the ~~internal control over financial reporting~~following:

	(1)	the lack of multiples levels of management review on complex accounting and financial reporting issues, and business transactions,
		Ten Months Ended October 31,
	(2)	a lack of adequate segregation of duties and necessary corporate accounting resources in our financial reporting process and accounting function as a result of our limited financial resources to support hiring of personnel and implementation of accounting systems, and
		2021		2020
	(3)	a lack of operational controls and lack of controls over assets by the acquired subsidiaries.
				(Unaudited)
Compensation and related expenses		$	3,338,022	$	506,184
Professional and consulting expenses			2,979,610		403,652
Professional and consulting expenses – related party			1,366,507		—
Product development expense			3,036,286		360,000
Selling and marketing expenses			835,723		161,859
General and administrative expenses			527,818		153,720
Total		$	12,083,966	$	1,585,415

WeCompensation ~~expect~~and ~~to be materially dependent upon third parties to provide us with accounting consulting services~~ related to accounting services for the foreseeable future. We believe this will be sufficient to remediate the material weaknesses related to our accounting discussed above. Until such time as we have a chief financial officer with the requisite expertise in U.S. GAAP, there are no assurances that the material weaknesses and significant deficiencies in our disclosure controls and procedures will not result in errors in our consolidated financial statements which could lead to a restatement of those financial statements.expenses:

ADuring ~~material~~the ~~weakness~~ten ismonths aended ~~deficiency~~October or31, 2021 and a2020, ~~combination~~compensation ofand ~~control~~related ~~deficiencies~~expenses inamounted ~~internal~~to ~~control~~$3,338,022 ~~over~~and ~~financial~~$506,184, ~~reporting~~respectively, ~~such~~an ~~that~~increase ~~there~~of is$2,831,838 aor ~~reasonable~~559%. ~~possibility~~The increase ~~that~~was aprimarily ~~material~~attributable ~~misstatement~~to an increase in employee stock-based compensation in 2021 of ~~our~~$2,555,548, ~~annual~~increase orin ~~interim~~compensation ~~financial~~of ~~statements~~$205,151 related ~~will~~to ~~not~~Model beMeals ~~prevented~~which orwas ~~detected~~acquired onin aJuly ~~timely~~2021 ~~basis~~and increase in compensation related expenses of $71,140.

~~Limitations~~Professional onand ~~Effectiveness~~consulting ~~of Controls~~expenses:

~~Our~~During ~~principal~~the ~~executive~~ten ~~officer~~months ~~and~~ended ~~principal financial~~October ~~officer do not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system~~31, no2021 ~~matter how well conceived~~ and ~~operated, can provide only reasonable, not absolute,~~ ~~assurance that the objectives of the control system are met. Further~~2020, ~~the~~professional ~~design of a control system must reflect the fact that there are resource constraints,~~ and ~~the~~consulting ~~benefits~~expenses ofamounted ~~controls must be considered relative~~ to ~~their costs. Because of the inherent limitations in all control systems~~$2,979,610 ~~no evaluation of controls can provide absolute assurance that all control issues~~ and ~~instances of fraud~~$403, ~~if any~~652, ~~within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty~~respectively, ~~and~~an ~~that~~increase ~~breakdowns can occur because~~ of ~~a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons~~$2, ~~by collusion of two or more people~~575,958 or ~~by management override of the controls~~638%. The ~~design~~increase ofwas ~~any~~primarily ~~system~~due ofto ~~controls~~increases ~~also~~in is stock-based incompensation ~~part~~to ~~upon~~consultants ~~certain assumptions about the likelihood~~ of ~~future events~~$1,738,490, ~~and~~increase ~~there can be no assurance that any design will succeed~~ in ~~achieving~~consulting ~~its~~fee ~~stated~~of ~~goals under all potential future conditions; over time~~$207,208, ~~controls~~increase ~~may~~in ~~become~~accounting ~~inadequate~~fees ~~because~~ of ~~changes in conditions~~$73,714, orincrease ~~the~~in ~~degree~~public ofrelations ~~compliance~~fee ~~with the policies or procedures may deteriorate. Because~~ of ~~the~~$703,836, ~~inherent~~offset ~~limitations~~by in a ~~cost-effective~~decrease ~~control~~in ~~system,~~legal ~~misstatements~~fees ~~due~~of ~~to error or fraud may occur and not be detected~~$147,289.

~~This~~Professional ~~annual~~and ~~report~~consulting ~~does~~expenses ~~not include an~~– ~~attestation~~related report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to SEC rules that permit us to provide only management’s report on internal control over financial reporting in this annual report on Form 10-K.party:

~~Changes~~During inthe ~~internal~~ten ~~control~~months ~~over~~ended ~~financial~~October 31, 2021 and ~~reporting~~2020, professional and consulting expenses – related party amounted to $1,366,507 and $0, respectively, an increase of $1,366,507 or 100%. In October 2021, the Company and Michael Novielli through Dutchess Capital Partners, LLC, entered into a consulting agreement. Michael Novielli currently serves as a member of the Board. Pursuant to the consulting agreement, Dutchess Capital received warrants with a grant date fair value of $1,356,507 for past services provided and will receive and monthly consulting fee of $10,000.

There was no change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934) during the year ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.30

~~ITEM~~Product ~~9B.~~development ~~OTHER INFORMATION~~expense:

~~None~~During the ten months ended October 31, 2021 and 2020, product development expenses amounted to $3,036,286 and $360,000, respectively, an increase of $2,676,286 or 743%. The increase was primarily due to stock-based compensation of $69,219 in connection with joint development agreements and shares of Common Stock with a fair value of $2,969,334 issued as compensation to terminate an exclusivity and non-compete agreement in order to execute a license agreement with a celebrity chef.

25Selling and marketing expenses:

~~PART~~During ~~III~~the ten months ended October 31, 2021 and 2020, selling and marketing expenses amounted to $835,723 and $161,859, respectively, an increase of $673,864 or 416%. The increase was primarily due increase in marketing activities in 2021 related our celebrity chef program in December 2020.

~~ITEM 10.~~General ~~DIRECTORS,~~and ~~EXECUTIVE~~administrative ~~OFFICERS AND CORPORATE GOVERNANCE~~expenses:

~~Board~~During the ten months ended October 31, 2021 and 2020, general and administrative expenses amounted to $527,818 and $153,720, respectively, an increase of ~~Directors~~$374,098 or 243%. The increase was primarily due to an increase in rent for a kitchen facility of $125,737, increase in other kitchen expense of $17,866, increase in depreciation and ~~Executive~~amortization ~~Officers~~expense of $122,192, increase in transfer agent fees of $37,639, increase in travel expense of $68,260.

~~The~~Operating ~~following~~Loss ~~table~~from ~~sets~~Continuing ~~forth the names, positions and ages of our directors and executive officers as of the date of this report.~~Operations

Name	Age	Position
Zalmi Duchman	41	Chief Executive Officer and Secretary and Director
Michael Finkelstein	66	Director
Michael Novielli	56	Director

During the ten months ended October 31, 2021 and 2020, operating loss from continuing operations amounted to $11,887,659 and $1,180,777, respectively, an increase of $10,706,882 or 907%. The increase was due to the changes discussed above.

~~Biographical~~Other ~~information~~Income concerning the directors and executive officers listed above is set forth below. The information presented includes information each individual has given us about all positions they hold and their principal occupation and business experience for the past five years. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes, and skills that led our board to conclude that he should serve as a director, we also believe that all of our directors have a reputation for integrity, honesty, and adherence to high ethical standards. Each has demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to our company and our board of directors.(Expense)

~~Zalmi~~During ~~Duchman. Mr. Duchman has been~~ the ~~Company’s~~ten ~~Chief~~months ~~Executive~~ended ~~Officer~~October ~~and Secretary~~31, ~~and~~2021 ~~a member of the Board of Directors of the Company since April 20,~~and 2020., ~~Mr.~~other ~~Duchman~~expense, ~~also~~net ~~serves~~$914,616 ~~as the Chief Executive Officer of the Company’s wholly owned subsidiary Home Bistro Holdings since March 2018~~ and a$3,783, ~~member~~respectively, ofan ~~its~~increase ~~Board~~ of ~~Directors~~$910,833 ~~since~~or ~~March 2018~~24,077%. ~~Mr. Duchman founded~~ The ~~Fresh~~change ~~Diet,~~was ~~Inc.~~primarily indue ~~2005~~to ~~and~~increase ~~served~~interest asexpense ~~its~~of ~~Chief~~$1,245,873, ~~Executive~~increase ~~Officer~~in ~~until~~gain ~~July~~on ~~2013~~change ~~and~~in ~~its~~fair ~~Chairman~~value of ~~the~~derivative ~~Board~~liabilities ~~from~~of ~~July~~$289,874, ~~2013~~increase ~~until~~in ~~its~~gain ~~August~~on ~~2014 acquisition.~~extinguishment ~~Mr.~~of ~~Duchman~~debt ~~and~~of ~~The Fresh Diet~~$26,629, ~~Inc.~~increase ~~have~~in ~~earned~~gain ~~numerous~~on ~~prestigious~~forgiveness ~~accolades~~of ~~over~~debt ~~the~~of ~~years~~$14,754 ~~including~~off ~~making~~set ~~the~~by ~~Inc.~~a ~~500~~decrease ~~list consecutively~~ in ~~2010,~~other ~~2011~~income ~~and~~of ~~2012~~$5,000 ~~the~~related ~~Forbes~~to ~~Top~~a ~~20 Most Promising U.S. Companies List in 2011 and 2012, as well as being an~~grant ~~Ernst~~received &from ~~Young Entrepreneur of~~ the ~~Year~~SBA ~~nominee~~ in ~~both~~light ~~2009 and 2011. The Miami Herald named Duchman as one~~ of ~~Miami’s leading “20 under 40”. Mr. Duchman is well qualified to serve as~~ the ~~Chief~~impact ~~Executive~~of ~~Officer due to his extensive experience in~~ the ~~management~~COVID-19 ~~and~~pandemic ~~operation of companies~~ in ~~the Company’s industry, and his previous leadership experience as an entrepreneur, chairman and chief executive officer~~2020.

~~Michael~~Loss Finkelstein. Mr. Finkelstein has been a member of Board of Directors of the Company since April 20, 2020. From 2013 to present, Mr. Finkelstein has consulted with family offices in New York City and Europe as a reorganization and problem-solving specialist and has founded and run a high-quality catering business. From 2003 to 2013, Michael co-founded a “pipe fund” with a U.S. partner which grew at its peak into a $100 million dollar entity and was liquidated in 2013. His public accounting, financial and taxation experience is primarily derived from ~~his~~Continuing time at Arthur Andersen & Co. where he rose to the high level of income tax manager. Mr. Finkelstein became one of Canada’s top producing investment advisors after departing public accounting and was a multiple award winner at his firm in the investment services business. Michael is a graduate of McGill University with a Major in Economics. Michael received his diploma in public accounting after his B.A. at McGill and successfully completed the chartered accountancy exams in Canada. Mr. Finkelstein is well qualified to serve as a member of the Board of Directors of the Company due to his extensive experience in the financial and accounting industries.Operations

~~Michael~~During ~~Novielli. Mr. Novielli has been a member of~~ the ~~Company’s~~ten ~~Board~~months ofended ~~Directors~~October ~~since April 20~~31, ~~2020. Since January 2020~~2021, ~~Mr. Novielli has been a~~ ~~Managing~~we ~~Partner~~had ~~of Hudson View Capital Management,~~ a ~~corporate~~loss ~~advisory~~from ~~and~~continuing ~~investment~~operations ~~firm. From 1996 to 2019, he was a Managing Partner~~ of ~~Dutchess Capital which invested in over 200 growth-stage companies~~$12,802,275 ~~with~~or ~~a total transaction value exceeding~~ $~~1 billion~~(0.56) ~~Mr.~~per ~~Novielli~~common ~~was~~share a(basic ~~member of the firm’s investment committee~~ and ~~also served on the board of directors of the firm’s portfolio companies. He helped engineer the firm’s expansion into Europe~~diluted), ~~Asia,~~compared ~~Australia, and Latin America and also led the firm’s private~~ to ~~public~~a ~~strategy,~~loss asfrom ~~well~~continuing operations ~~as restructurings and workouts~~ of ~~its distressed portfolio~~$1, ~~which included corporate divestitures~~184,560 ~~asset~~or ~~sales, ABCs, and bankruptcy~~$(0.07) ~~Mr.~~per ~~Novielli~~common ~~has~~share ~~over~~(basic ~~30 years’ experience in asset management, corporate finance, advisory~~ and ~~investment~~diluted) ~~banking.~~for Hethe ~~began~~ten ~~his~~months ~~investment~~ended ~~career~~October ~~with PaineWebber (now UBS)~~31, ~~and~~ ~~held previous positions in corporate accounting and finance with PHH Corp.~~2021, aan ~~Fortune~~increase ~~100~~of ~~company. Mr. Novielli graduated~~$11,617,715 ~~with~~or ~~a BS in Business from the University of South Florida and completed post-graduate Business studies at Colorado State University~~981%. ~~Mr.~~ ~~Novielli~~The isincrease ~~well~~was ~~qualified~~due to ~~serve as a member of~~ the ~~Board~~changes ofdiscussed ~~Directors of the Company due to his extensive financial and investment experience~~above.

26Income from Discontinued Operations

~~Involvement~~During inthe ~~Certain~~ten ~~Legal~~months ~~Proceedings~~ended October 31, 2021, we had income from discontinued operations of $0 compared to income from discontinued operations of $38,203 for of the ten months ended October 31, 2021, a decrease of $38,203 or 100%. The decrease was due to the Merger and disposal of the RTD Business segment in 2020.

Zalmi Duchman is the founder of Fresh Diet Inc. (“Fresh Diet”). On or around July 29, 2016, Fresh Diet undertook an assignment of all of its assets to Seth Heller, as assignee for the benefit of Fresh Diet’s creditors (“Fresh Diet Assignee”). On August 1, 2016, Fresh Diet Assignee initiated state-level insolvency proceedings on behalf of Fresh Diet (an assignment for the benefit of creditors), captioned In re The Fresh Diet, Inc., Case No. 2016-019789-CA-01 (Fla. 11th Cir. Ct.) before the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.31

~~Except~~Liquidity ~~as set forth above, to the best of our knowledge, none of our directors, executive officer or promoter~~ and ~~control~~Capital ~~person (as identified under “Certain Relationships and Related Transactions”) has, during the past ten years:~~Resources

●Liquidity ~~been~~is ~~convicted~~the inability aof ~~criminal~~an ~~proceeding~~enterprise orto ~~been~~generate adequate ~~subject~~amounts of cash to meet its needs for cash requirements. We had a ~~pending~~working ~~criminal~~capital ~~proceeding~~deficit ~~(excluding~~of ~~traffic~~$2,936,693 ~~violations~~and cash of $71,613 as of July 31, 2022 and ~~other~~a ~~minor~~working ~~offenses);~~capital deficit of $318,797 and cash of $2,275,397 as of October 31, 2021.

● had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

	July 31, 2022			October 31, 2021			Change			Percentage Change
Working capital deficit:
Total current assets	$	227,729		$	2,372,058		$	(2,144,329	)		90	%
Total current liabilities		(3,164,422	)		(2,690,855	)		(473,567	)		18	%
Working capital deficit:	$	(2,936,693	)	$	(318,797	)	$	(2,617,896	)		821	%

●The ~~been~~increase ~~subject~~in toworking ~~any~~capital ~~order,~~deficit ~~judgment,~~was orprimarily attributable ~~decree,~~to ~~not~~a ~~subsequently~~decrease ~~reversed,~~in ~~suspended,~~current orassets ~~vacated,~~ of ~~any court of competent jurisdiction or federal or state authority~~$2, ~~permanently or temporarily enjoining~~144,329 ~~barring,~~and ~~suspending~~a ordecrease ~~otherwise limiting, his involvement~~ in ~~any~~current ~~type~~liabilities of ~~business~~$473, ~~securities~~567, ~~futures,~~due ~~commodities,~~to ~~investment,~~the ~~banking,~~use ~~savings~~of ~~and~~cash ~~loan~~in operations, orthe ~~insurance~~amortization ~~activities,~~of orintangible toassets, beand ~~associated~~a ~~with~~net ~~persons~~increase ~~engaged~~ in ~~any~~of ~~such~~convertible ~~activity;~~notes.

●Cash been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;Flows

●The ~~been~~following ~~the~~table ~~subject~~provides ~~of,~~detailed orinformation about aour ~~party~~net ~~to,~~cash ~~any~~flows ~~federal~~as ~~or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement~~ of athe ~~civil~~nine ~~proceeding~~months ~~among~~ended ~~private~~July ~~litigants)~~31, ~~relating~~2022 toand anJuly ~~alleged violation of any federal or state securities or commodities law or regulation~~31, ~~any law or regulation respecting financial institutions or insurance companies including~~2021, ~~but~~and ~~not~~the ~~limited~~ten ~~to,~~months aended ~~temporary~~October ~~or permanent injunction~~31, ~~order~~2021 ~~of disgorgement or restitution, civil money penalty or temporary or permanent cease-~~and~~-desist~~ ~~order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or~~2020:

● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

	Nine Months Ended July 31,						Ten Months Ended October 31,
	2022			2021			2021			2020
Net cash used in operating activities		(3,343,172	)		(1,489,863	)	$	(2,771,676	)	$	(226,337	)
Net cash provided by investing activities		(11,750	)		(187,075	)		(227,824	)		1,749
Net cash provided by (used in) financing activities		1,151,138			2,055,789			4,827,543			274,533
Net change in cash		(2,203,784	)		378,851		$	1,828,043		$	49,945

~~Except~~We ashave ~~set~~an ~~forth~~accumulated indeficit ~~our~~and ~~discussion~~have ~~below~~incurred operating inlosses ~~“Certain Relationships~~since our inception and ~~Related~~expect ~~Transactions,”~~losses ~~none~~to ofcontinue ~~our~~during ~~directors~~fiscal oryear ~~executive~~2022. ~~officers~~This ~~has~~raises ~~been~~substantial ~~involved~~doubt inabout ~~any~~our ~~transactions~~ability ~~with~~to uscontinue oras ~~any~~a ofgoing ~~our~~concern. ~~directors,~~The ~~executive~~ability ~~officers,~~of ~~affiliates,~~the orCompany ~~associates~~to ~~which~~continue ~~are~~as ~~required~~a togoing beconcern ~~disclosed~~is ~~pursuant~~dependent toon the Company’s ability ~~rules~~to raise additional capital, implement its business plan and ~~regulations~~generate ofsufficient revenues. The consolidated financial statements do not include any adjustments that might be necessary if the ~~SEC~~Company is unable to continue as a going concern.

~~Committees;~~For ~~Audit~~the ~~Committee~~Three ~~Financial~~and Nine Months Ended July ~~Expert~~31, 2022 and 2021

~~Our~~Net ~~board~~Cash ~~does~~Used ~~not~~in ~~have~~Operating ~~an Audit Committee or other committees.~~Activities

~~Changes~~Net cash used in ~~Nominating~~operating ~~Procedures~~activities for the nine months ended July 31, 2022 and 2021, were $3,343,172 and $1,489,863, respectively, an increase of $1,853,309, or 124%.

~~None.~~32

27Net cash used in operating activities for the nine months ended July 31, 2022 primarily reflected our net loss of $8,237,494 adjusted for the add-back on non-cash items such as depreciation and amortization expense of $851,833, total stock-based compensation, professional fees and product development fees of $3,016,326, amortization of debt discount of $426,495, settlement expense from the issuance of common stock of $365,140, non-cash interest expense of $83,058 related to put premium on stock-settled debt, a gain on change in fair value of derivative liability of $55,855, and changes in operating assets and liabilities consisting of an increase of inventory of $31,114, an increase in prepaid expenses and other current assets of $28,341, an increase in accounts payable of $280,791, an increase in unredeemed gift cards of $69,720 offset by a decrease in accrued expense and other liabilities of $113,610.

~~Family~~Net ~~Relationships~~ cash used in operating activities for the nine months ended July 31, 2021 primarily reflected our net loss of $2,539,550 adjusted for the add-back on non-cash items such as depreciation expense of $10,390, stock-based compensation and professional fees for services of $636,221, gain on extinguishment of accounts payable of $7,075, gain on extinguishment of debt of $41,241, amortization of debt discount of $817,922, gain on change in fair value of derivative liability of $289,351, and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $50,406, an increase in accounts payable of $28,955 and an increase in unredeemed gift cards of $19,836, offset by a decrease in accrued expense and other liabilities of $73,998.

~~None~~Net ofCash ~~the~~Used ~~directors~~in ~~and~~Investing ~~officers is related to any other director or officer of the Company.~~Activities

~~Board~~Net ~~Oversight~~cash used in ~~Risk~~investing ~~Management~~activities the nine months ended July 31, 2022 and 2021, were $11,750 and $187,075, respectively, a decrease of $175,325, or 94%.

~~Our~~Net ~~Chief~~cash ~~Executive~~used ~~Officer,~~by ~~who~~investing isactivities ~~our principal~~for ~~executive officer, also serves on~~ the nine ~~Board~~months ofended ~~Directors~~July 31, ~~and~~2022 weconsisted ~~do not have a lead director. In the context~~ of ~~risk oversight,~~purchase ~~we believe that our selection~~ of ~~one~~property ~~person~~and toequipment ~~serve~~ in ~~both positions provides~~ the ~~Board~~amount ~~with additional perspective which combines the operational experience~~ of ~~a member of management with the oversight focus of a member of the Board. The business and operations of our Company are managed by our Board as a whole~~$11, ~~including oversight of various risks, such as operational and liquidity risks that our Company faces~~750. Because our Board includes a member of our management, this individual is responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

~~ITEM~~Net cash used by investing activities for the ~~11.~~nine ~~EXECUTIVE~~months ~~COMPENSATION~~ended July 31, 2021 consisted of purchase of property and equipment in the amount of $127,075 and a payment of $60,000 for the acquisition of Model Meals.

~~The~~Net ~~following~~Cash ~~table~~Provided ~~sets~~by ~~forth~~Financing ~~information concerning the total compensation paid during the years ended December 31, 2020 and 2019.~~Activities

~~(i)~~Net ~~our~~cash ~~principal~~provided ~~executive~~by ~~officer~~financing oractivities ~~other individual serving in a similar capacity during~~ the nine ~~years~~months ended ~~December~~July 31, ~~2020~~2022 and ~~2019;~~2021, ~~(ii)~~were ~~our named executive officers during the years ended December 31~~$1,151,138 ~~2020~~ and ~~2019;~~$2,055,789, ~~(iii)~~respectively, ~~individuals~~a ~~for~~decrease ~~whom~~of ~~disclosure would have been required but for the fact that the individual was not serving as an executive officer during the years ended December 31~~$907,388, ~~2020~~or ~~and 2019:~~44%.

~~SUMMARY~~Net ~~COMPENSATION~~cash provided by financing activities for ~~TABLE~~the nine months ended July 31, 2022 consisted of net proceeds from sale of common stock of $1,368,492, net proceeds from advances payable of $322,502, and net proceeds from convertible notes of $790,500, offset by repayments of convertible notes payable of $998,054, repayments of advances payable of $219,233, the payment of a stock repurchase agreement of $50,000, and repayment of convertible note – related party of $63,069.

~~FOR~~Net ~~OUR~~cash ~~NAMED~~provided ~~EXECUTIVE~~by financing activities for ~~OFFICERS~~the nine months ended July 31, 2021 consisted of net proceeds from the sale of common stock of $866,770, net proceeds from note payable of $7,000, net proceeds from convertible note payable of $1,647,300, net proceeds from related party convertible note payable of $100,000, net proceeds from advances payable of $274,040, offset by repayments of convertible notes payable of $652,667 and repayments of advances payable of $186,654.

Name and Principal Position	Year	Salary		Bonus		Stock Awards			Option Awards		All Other Compensation		Total
Zalmi Duchman	2020	$	43,750	$	—	$	97,720	(2)	$	—	$	—	$	141,470
Chief Executive Officer;	2019	$	1	$	—	$	—		$	—	$	—	$	1
Chief Executive Officer (1)
Roy G. Warren	2020	$	—	$	—	$	—		$	—	$	—	$	—
Former Chief Executive Officer (3)	2019	$	50,769	$	—	$	—		$	—	$	—	$	50,769
Roy G. Warren, Jr.	2020	$	—	$	—	$	—		$	—	$	—	$	—
Former Chief Operating Officer (4)	2019	$	—	$	—	$	—		$	—	$	—	$	—
Andrew Schamisso	2020	$	—	$	—	$	—		$	—	$	—	$	—
Former President (5)	2019	$	—	$	—	$	—		$	—	$	—	$	—

For the Ten Months Ended October 31, 2021 and 2020

(1)	Mr. Duchman was appointed to serve as the Chief Executive Officer of the Company on April 20, 2020 and continue to serve as the Chief Executive Officer of Home Bistro Holdings.
(2)	Mr. Duchman was granted 4,746 shares of Home Bistro Holdings common stock with grant date fair value of $97,720 as bonus in April 2020. These shares of Home Bistro Holdings common stock were converted into 2,242,924 shares of the Company’s common stock post-merger and post-reverse stock split.
(3)	Roy G. Warren was the Chief Executive Officer of the Company from March 29, 2018 until his death on July 1, 2019.
(4)	Roy G. Warren, Jr. was the Chief Operating Officer and a director of the Company from August 9, 2019 until his resignation on April 20, 2020.
(5)	Mr. Schamisso was the President of the Company from March 29, 2018 until his termination on April 9, 2020.

Net Cash Used in Operating Activities

~~Employment~~Net ~~Agreement~~cash ~~with~~used ~~Executives~~in operating activities for the ten months ended October 31, 2021 and 2020, were $2,771,676 and $226,337, respectively, an increase of $2,545,339 or 1,125%.

On February 20, 2018, the Home Bistro Holdings entered into an employment agreement (the “Employment Agreement”) with Zalmi Scher Duchman to serve as the Company’s Chief Executive Officer, the term of which runs for three years includes an annual salary of $1.00 for the first year which shall be increased in the second and third year of employment to an amount mutually approved by Mr. Duchman and the Company’s Board of Directors. Thereafter, the Employment Agreement shall be renewed upon the mutual agreement of Mr. Duchman and Company. In connection with this Employment Agreement, the Company issued 7,643,239 (retroactively restated to reflect shares issued in Merger and post reverse stock split) shares of restricted common stock with a grant date fair value of $549,882, as a sign-on bonus. The Company shall have the right and option to repurchase the stock at par value of $0.001 if Mr. Duchman is terminated for cause; (i) all of the shares shall be eligible for stock repurchase if terminated for cause within the first year; (ii) 2/3 of the shares shall be eligible for stock repurchase terminated for cause within the second year and; (iii) 1/3 of the shares shall be eligible for stock repurchase terminated for cause within the third year.33

28Net cash used in operating activities for the ten months ended October 31, 2021 primarily reflected our net loss of $12,802,275 adjusted for the add-back of non-cash items such as depreciation and amortization expense of $122,368, stock-based compensation of $6,196,844, stock-based compensation of $2,969,334 to terminate an exclusivity and non-compete agreement in order to execute a license agreement with a celebrity chef, amortization of debt discount of $1,012,554, offset by gain on extinguishment of debt and accounts payable of $26,629, gain from change in fair value of derivative liabilities $289,874, gain on forgiveness of debt of $14,754 and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $47,053, an increase in unredeemed gift cards of $29,341 and an increase in accounts payable of $129,389 offset by a decrease in accrued expense and other liabilities of $55,664 and a decrease in inventory of $4,743.

~~Outstanding~~Net ~~Equity~~cash ~~Awards~~used atin operating activities for the ten months ended October 31, 2020 ~~Fiscal~~primarily reflected our net loss of $1,146,357 adjusted for the add-back of non-cash items such ~~Year~~as depreciation and amortization expense of $176, stock-~~End~~based ~~for~~compensation ~~Named~~of ~~Executive~~$812,109 ~~Officers~~and changes in operating asset and liabilities consisting primarily of an increase in prepaid expenses and other current assets of $14,319, increase in accounts payable of $4,725, increase in accrued expense and other liabilities of $111,867 an increase in unredeemed gift cards of $5,462.

~~The~~Net ~~following~~Cash ~~table~~Provided ~~sets~~by ~~forth~~(Used ~~certain~~In) ~~information concerning~~Investing ~~the outstanding equity awards as of December 31, 2020, for each named executive officer.~~Activities

Option Awards

Stock Awards

Name

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

Option Exercise Price($)

Option Expiration Date

Number of Shares or Units of Stock that Have Not Vested

Market Value of Shares or Units of Stock that Have Not Vested

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested

Zalmi Duchman (1)

—

Roy G. Warren (2)

—

Roy G. Warren, Jr. (3)

—

Andrew Schamisso (4)

—

Net cash provided by (used in) investing activities for the ten months ended October 31, 2021 and 2020, were $(227,824) and $1,749, respectively, an increase of $229,573 or 13,126%.

(1)	Mr. Duchman was appointed the Chief Executive Officer of the Company on April 20, 2020 and has been the Chief Executive Officer of Home Bistro Holdings, Inc since March 2018.
(2)	Roy G. Warren was the Chief Executive Officer of the Company from March 29, 2018 until his death on July 1, 2019.
(3)	Roy G. Warren, Jr. was the Chief Operating Officer and a director of the Company from August 9, 2019 until his resignation on April 20, 2020.
(4)	Mr. Schamisso was the President of the Company from March 29, 2018 until his termination on April 9, 2020.

Net cash (used by) investing activities for the ten months ended October 31, 2021 consisted of cash consideration for an acquisition of a subsidiary of $60,000 and purchases of property and equipment of $167,824.

~~Compensation~~Net cash provided by investing activities for the ten months ended October 31, 2020 consisted of ~~Directors~~cash acquired from an acquisition of $4,917 offset by purchases of property and equipment of $3,168.

~~The~~Net ~~following~~Cash ~~table~~Provided ~~sets~~by ~~forth~~Financing ~~certain information regarding the compensation paid to our directors during the fiscal year ended December 31, 2020:~~Activities

~~Name~~Net ~~Fees earned or~~ cash ~~paid~~provided ~~Stock~~by ~~Awards~~financing ~~Option~~activities ~~Awards~~for the ~~All~~ten ~~other~~months ~~compensation~~ended ~~Total~~October ~~Zalmi~~31, ~~Duchman~~2021 $and —2020, $were — $4,827,543 —and $274,533, —respectively, $an —increase ~~Michael~~of ~~Finkelstein~~ $4,553,010 —or ~~$ — $ — $ — $ — Michael Novielli $ — $ — $ — $ — $ —~~1,658%.

~~All~~Net ~~directors~~cash ~~hold~~provided ~~office~~by ~~until~~financing activities for the ~~next~~ten months ended October 31, 2021 consisted of net proceeds from sale of Common Stock of $4,368,796, net proceeds from convertible ~~annual~~notes ~~meeting~~payable of ~~shareholders~~$1,581,450, ~~and~~proceeds ~~until~~from ~~their~~convertible ~~successors~~note ~~have~~payable ~~been~~– ~~duly~~related ~~elected~~party ~~and~~of ~~qualified~~$100,000, ornet ~~until~~proceeds ~~their~~from ~~earlier~~advances ~~death~~payable of $332,900 ~~resignation~~offset by repayments of convertible notes payable of $1, or195,920, ~~removal.~~repayments ~~Officers~~of ~~are~~advances ~~elected~~payable byof $312,752 and ~~serve~~repayment of atconvertible ~~the~~note ~~discretion~~– ofrelated ~~the~~party ~~board~~of $46,931.

~~Our~~Net ~~directors~~cash ~~are~~provided ~~reimbursed~~by financing activities for the ~~expenses~~ten ~~incurred~~months byended ~~them~~October 31, 2020 consisted of proceeds from sale of Common Stock of $100,006, proceeds from notes payable of $164,612, inproceeds ~~connection~~from ~~with~~advances ~~attending~~payable ~~board~~of ~~meetings~~$59,000 ~~but~~offset ~~they~~by dorepayments ~~not~~of ~~receive~~note ~~any~~payable ~~other~~– ~~compensation~~in ~~for~~default ~~serving~~and onrepayments ~~the~~advances ~~board~~payable in total amount of $3,738 and $45,347, respectively.

29Cash Requirements

~~Resignation,~~We ~~Retirement,~~are ~~Other~~dependent ~~Termination,~~on our product sales to fund orour ~~Change~~operations and may require the sale of additional Common Stock and preferred stock to maintain operations. Our officers and directors have made no written commitments with respect to providing a source of liquidity in ~~Control~~the ~~Arrangements~~form of cash advances, loans, and/or financial guarantees.

WeGoing do not have arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.Concern

~~ITEM~~The 12financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. ~~SECURITY~~As ~~OWNERSHIP~~reflected OFin ~~CERTAIN~~the ~~BENEFICIAL~~accompanying ~~OWNERS~~unaudited ~~AND~~consolidated ~~MANAGEMENT~~financial ~~AND~~statements, ~~RELATED~~for ~~STOCKHOLDER~~the ~~MATTERS~~nine months ended July 31, 2022, the Company had a net loss and cash used in operations of $8,237,494 and $3,343,172, respectively. On July 31, 2022, the Company had an accumulated deficit, stockholders’ equity, and working capital deficit of $(29,951,604), $1,383,704 and $(2,936,693), respectively. These factors raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this prospectus. The Company’s primary source of operating funds is primarily from the sale of common stock and the issuance of convertible debt notes. The Company has experienced net losses from operations since inception but expects these conditions to improve in the near term and beyond as it develops its business model.

The following tables sets forth certain information regarding beneficial ownership of our common stock as of March 15, 2021 by (i) each person (or group of affiliated persons) who is known by us to own more than five percent of the outstanding shares of our common stock, (ii) each director, executive officer, and director nominee, and (iii) all of our directors and executive officers as a group.34

~~The~~Management ~~number~~cannot ofprovide ~~shares~~assurance ofthat ~~common~~the ~~stock~~Company ~~beneficially~~will ultimately ~~owned~~achieve byprofitable ~~each~~operations ~~person~~or isbecome ~~determined~~cash ~~under~~flow ~~the~~positive ~~rules~~or ofraise ~~the~~additional ~~SEC~~debt and/or ~~the~~equity ~~information~~capital. isManagement ~~not~~believes ~~necessarily~~that ~~indicative of beneficial~~the ~~ownership~~Company’s ~~for~~capital ~~any~~resources ~~other~~are ~~purpose.~~not ~~Under~~currently ~~such~~adequate ~~rules,~~to ~~beneficial~~continue ~~ownership~~operating ~~includes~~and ~~any~~maintaining ~~shares~~its asbusiness tostrategy ~~which~~for ~~such~~a ~~person has sole or~~period ~~shared~~of ~~voting~~twelve ~~power~~months orfrom ~~investment~~the ~~power~~issuance ~~and~~date ~~also~~of ~~any~~this ~~shares~~prospectus. ~~which~~If the ~~individual~~Company ~~has~~is ~~the~~unable ~~right~~ to ~~acquire~~raise ~~within~~additional 60capital ~~days~~or ~~after~~secure additional ~~the~~lending ~~date~~in ~~hereof, through~~ the ~~exercise~~near ~~of any stock option~~future, ~~warrant~~management orexpects ~~other~~that ~~right.~~the ~~Unless~~Company ~~otherwise~~will ~~indicated,~~need ~~each~~to ~~person~~curtail ~~has sole investment and voting power (~~or ~~shares~~cease ~~such~~operations. ~~power~~These ~~with~~consolidated ~~his~~financial statements ordo ~~her~~not ~~spouse)~~include ~~with~~any ~~respect~~adjustments related to the ~~shares~~recoverability ~~set~~and ~~forth~~classification inof ~~the~~recorded ~~following table.~~asset ~~The~~amounts ~~inclusion~~and ~~herein~~ classification of ~~any~~liabilities ~~shares~~that ~~deemed~~might ~~beneficially~~be ~~owned~~necessary ~~does~~should ~~not~~the ~~constitute~~Company anbe ~~admission~~unable ofto ~~beneficial~~continue ~~ownership~~as ~~of those~~a ~~shares~~going concern.

~~Common~~Critical ~~Stock~~ Accounting Policies

Name and Address	Beneficial Ownership		Percentage of Class (1)
Officers and Directors
Zalmi Duchman, 4014 Chase Avenue, #212 Miami Beach, FL 33140 (2)		8,956,164		46.11	%
Michael Finkelstein, 4014 Chase Avenue, #212 Miami Beach, FL 33140 (3)		115,066		*
Michael Novielli, 4014 Chase Avenue, #212 Miami Beach, FL 33140 (4)		934,516		4.81	%
All officers/directors as a group (3 persons)		10,005,746		51.52	%

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments.

*	Less than 1%.
(1)	Based on shares of common stock outstanding and common stock issuable of 19,422,300 shares as of March 18, 2021.
(2)	All of shares of Common Stock are held by Fresh Brands LLC, a Delaware limited liability company (“Fresh Brands”). Mr. Duchman and his wife own 100% of the membership interests in Fresh Brands in tenancy-by-entirety, and accordingly, Mr. Duchman has shared voting power and shared dispositive power over such shares.
(3)	All shares of Common Stock owned by Whalehaven Capital Fund Ltd. Mr. Finkelstein is the Managing Partner of Whalehaven Capital Fund Ltd and thus has sole voting and sole dispositive power over such shares.
(4)	All shares of Common Stock owned by Dutchess Capital Partners LLC, an entity which Mr. Novielli is the sole managing partner and has sole voting and dispositive control over the Common Stock owned it (“DCP”) and excludes all warrants held by Mr. Novielli through DCP and Dutchess Strategic Fund, LLC Each of the foregoing warrants were issued on April 20, 2020 and may be exercised on or prior to April 20, 2030 at a price of $0.001 per share of Common Stock.

We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our consolidated financial statements. We believe the critical accounting policies in Note 2 to the consolidated financial statements appearing in our audited financial statements for the ten months ended October 31, 2021 and the year ended December 31, 2020 included in this prospectus, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

~~Change~~Use inof ~~Control~~Estimates

~~There~~The ~~are~~preparation ~~no present~~of ~~arrangements~~the financial statements in ~~known~~conformity with U.S. GAAP requires management to make estimates and assumptions that affect the ~~Company,~~reported ~~including~~amounts ~~any~~of ~~pledge~~assets byand ~~any~~liabilities and ~~person~~disclosure of ~~the~~contingent ~~Company’s~~assets ~~securities,~~and liabilities at the ~~operation~~date of ~~which~~the ~~may~~consolidated atfinancial astatements ~~subsequent~~and the reported amounts of revenues ~~date~~and ~~result~~expenses induring athe ~~change~~reporting inperiod. ~~control~~Actual results could differ from these estimates. Significant estimates as of ~~the~~July ~~Company~~31, ~~except~~2022, October as31, ~~disclosed~~2021 and December 31, 2020 include the assumptions used in the ~~subsequent~~redemption ~~event~~recognition ~~footnote~~method tofor ~~the~~unredeemed ~~audited~~gift ~~financial~~cards, useful ~~statements~~life ~~accompanying~~of ~~this~~property ~~Annual~~and ~~Report~~equipment onand ~~Form~~intangible 10assets, valuation of right-Kof-use (“ROU”) assets and lease liabilities, estimates of current and deferred income taxes and deferred tax valuation allowances, fair value of assets acquired and liabilities assumed in a business combination, and the fair value of non-cash equity transactions and derivative liabilities.

~~ITEM~~Fair ~~13.~~Value ~~CERTAIN~~of ~~RELATIONSHIPS~~Financial ~~AND~~Instruments ~~RELATED~~and ~~TRANSACTIONS,~~Fair Value ~~AND DIRECTOR INDEPENDENCE~~Measurements

~~Related~~FASB ~~Party~~ASC ~~Transactions~~820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on July 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

~~None.~~35

30The three levels of the fair value hierarchy are as follows:

~~Director~~Level ~~Independence~~1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

~~Currently,~~The ~~we have~~carrying ~~one~~amounts ~~independent~~reported ~~director.~~in ~~Because~~the ~~our~~consolidated balance ~~common~~sheets ~~stock~~for ~~is not currently listed on a national securities exchange~~cash, wedue ~~have~~from ~~used the~~and ~~definition of “independence” of The NASDAQ Stock Market~~ to ~~make~~related ~~this~~parties, ~~determination.~~prepaid ~~NASDAQ~~expenses, ~~Listing~~accounts ~~Rule~~payable ~~5605(a)(2) provides~~and ~~that~~accrued anliabilities ~~“independent~~approximate ~~director” is a person other than an officer or employee of the company or any other~~their ~~individual~~fair ~~having~~market avalue ~~relationship~~based ~~which,~~on in the ~~opinion~~short-term ofmaturity ~~the company’s board~~ of ~~directors,~~these ~~would interfere with the exercise of independent judgment in carrying out the responsibilities of a director~~instruments. ~~The NASDAQ listing rules provide that a director cannot be considered independent if:~~

●Derivative ~~the director is, or at any time during the past three years was, an employee of the Company;~~Liabilities

●The ~~the~~Company ~~director~~has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or aany ~~family~~potential ~~member~~embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the ~~director~~carrying ~~accepted~~amount of any ~~compensation~~derivatives ~~from~~be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in ~~excess~~the offair ~~$120,000~~value during ~~any~~the period is ofrecorded 12as ~~consecutive~~either ~~months~~other ~~within~~income ~~the~~or ~~three~~expense. ~~years~~Upon ~~preceding~~conversion, exercise or repayment, the ~~independence~~respective ~~determination~~derivative ~~(subject~~liability is marked to fair ~~certain~~value ~~exclusions~~at the conversion, ~~including~~repayment, ~~among~~or exercise date and then the related fair value amount is reclassified to other ~~things,~~income ~~compensation~~or ~~for~~expense as ~~board~~part of gain or ~~board~~loss ~~committee~~on ~~service);~~debt extinguishment.

●In aJuly ~~family~~2017, ~~member~~FASB ofissued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features. These amendments simplify the ~~director~~accounting for certain financial instruments with down-round features. The amendments require companies to disregard the down-round feature when assessing whether the instrument is indexed to its own stock, orfor atpurposes ~~any~~of ~~time~~determining ~~during~~liability ~~the~~or ~~past~~equity ~~three~~classification. ~~years~~For ~~was~~public business entities, anthe ~~executive~~amendments ~~officer~~in Part I of the ~~Company;~~ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.

●Revenue the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);Recognition

●The ~~the~~Company’s ~~director~~revenues orconsist aof ~~family~~high ~~member~~quality, direct-to-consumer, ofready-made ~~the~~meals ~~director~~that iscan ~~employed~~be asordered anby ~~executive~~customers ~~officer~~through ofwww.homebistro.com, anand ~~entity~~restaurant ~~where,~~quality atmeats ~~any~~and ~~time~~seafood through ~~during~~its Colorado Prime Brand. Revenues from the ~~past~~Company’s ~~three~~ready-made ~~years,~~meals ~~any~~are ofrecognized when the ~~executive~~product ~~officers~~is ofdelivered to the customer ~~Company~~and ~~served~~title onhas transferred, it is at this point in time that the ~~compensation~~Company’s ~~committee~~performance ofobligations ~~such~~have ~~other~~been ~~entity;~~completed. Product sales are recorded net of any discounts or allowances and include shipping charges.

●Customers ~~the~~can ~~director~~purchase orgift acards ~~family~~via ~~member~~phone ofor online through the ~~director~~Company’s ise-commerce awebsite. ~~current~~Gift ~~partner~~card ofpurchases ~~the~~are ~~Company’s~~initially ~~outside~~recorded ~~auditor,~~as orunredeemed atgift ~~any~~card ~~time~~liabilities and ~~during~~are recognized as product sales upon redemption. Historically, the ~~past~~majority ~~three~~of ~~years~~gift ~~was~~cards aare ~~partner~~redeemed orwithin ~~employee~~two years of ~~the~~issuance. The Company’s ~~outside~~does ~~auditor~~not charge administrative fees on unused gift cards, and ~~who~~its ~~worked~~gift oncards ~~the~~do ~~company’s~~not ~~audit~~have an expiration date.

~~ITEM~~Based 14on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed. ~~PRINCIPAL~~The ~~ACCOUNTANT~~Company ~~FEES~~uses ~~AND~~the ~~SERVICES~~redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns.

~~The~~Inflation ~~following table sets forth the fees billed to date to our company for the years ended December 31, 2020~~ and ~~2019~~Changing ~~for professional services rendered by our independent registered public accounting firm D. Brooks and Associates CPAs, P.A.~~Prices

Fees	2020		2019
Audit Fees	$	31,556	$	29,643
Audit—Related Fees		—		—
Tax Fees		—		—
Other Fees		1,031		—
Total Fees	$	32,588	$	29,643

Neither inflation nor changing prices for the nine months ended July 31, 2022 or the transition period ended October 31, 2021 had a material impact on our operations.

~~Audit~~Off-Balance ~~Fees~~Sheet Arrangements

~~Audit fees were for professional services rendered for the audits of our annual financial statements and for review of our quarterly financial statements during the 2020 and 2019 fiscal years~~None.

~~Audit-related Fees~~36

~~This~~DESCRIPTION ~~category~~OF consists of assurance and related services by the independent registered public accounting firm that are reasonably related to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.BUSINESS

~~Tax~~Company ~~Fees~~Overview

AsHome ~~our~~Bistro, ~~independent~~Inc. ~~registered~~(formerly ~~public~~known ~~accountants~~as Gratitude ~~did~~Health, ~~not~~Inc.) ~~provide~~was ~~any~~incorporated ~~services~~in tothe usState ~~for~~of ~~tax~~Nevada ~~compliance~~on December 17, ~~tax~~2009. ~~advice~~The Company is in the business of providing prepackaged and prepared ~~tax~~meals ~~planning~~to ~~during~~consumers focused on offering a broad array of the ~~fiscal~~highest ~~years~~quality ~~ended~~meal ~~December~~planning, 31delivery, ~~2020~~ and ~~2019,~~preparation noservices. The ~~tax~~Company’s ~~fees~~primary former operations were ~~billed~~in orthe ~~paid~~business ~~during~~of ~~those~~manufacturing, ~~fiscal~~selling, ~~years~~and marketing functional RTD (Ready to Drink) beverages sold under the Company’s trademark (the “RTD Business”). The RTD Business was disposed on September 25, 2020 as discussed below.

~~All~~Acquisition ~~Other~~of ~~Fees~~Home Bistro Holdings and Disposal of the Discontinued Operations of the RTD Business

~~Our~~Home ~~independent~~Bistro, ~~registered~~Inc. ~~public~~was ~~accountants~~formed on April 9, 2013 ~~did~~as ~~not~~a ~~provide~~Delaware ~~any~~corporation, ~~products~~under ~~and~~the ~~services~~name ~~not~~DineWise, ~~disclosed~~LLC. inOn ~~the~~December ~~table~~1, ~~above~~2014, ~~during~~it ~~the~~underwent ~~2020~~a ~~and~~statutory ~~2019~~conversion ~~fiscal~~filed ~~years.~~under AsSection 8-265 of the Delaware Code to convert from a ~~result, there~~limited ~~were~~liability nocompany ~~other~~to ~~fees~~a ~~billed~~corporation orand ~~paid~~changed ~~during~~its ~~those~~name ~~fiscal~~to ~~years~~Home Bistro, Inc.

~~Pre~~On September 22, 2020, Home Bistro, Inc. filed a Certificate of Conversion to a Non-~~Approval~~Delaware ~~Policies~~Entity Delaware Secretary State to file a statutory conversion under Section 266 of the Delaware General Corporation Law to convert its state of domicile from Delaware to Nevada and ~~Procedures~~simultaneously filed an Articles of Conversion Nevada Secretary of State for the same and changed its name from Home Bistro, Inc. to Home Bistro Holdings, Inc., each effective as of September 30, 2020.

~~Our~~Home ~~entire~~Bistro ~~board~~Holdings ofprovides ~~directors,~~prepackaged ~~which acts~~and prepared meals as ~~our~~a ~~audit~~solution ~~committee,~~for ~~pre~~time-~~approves~~constrained ~~all~~but ~~services~~discerning ~~provided~~consumers byfocused ~~our~~on ~~independent~~satisfying ~~auditors.~~every ~~All~~member of the ~~above~~family ~~services~~by ~~and fees were~~offering ~~reviewed~~a ~~and~~broad ~~approved~~array byof ~~our~~the ~~board~~highest ofquality ~~directors~~meal ~~before~~delivery ~~the~~and ~~respective~~preparation services. ~~were~~Products ~~rendered~~are gourmet meals delivered fresh-frozen directly to the home.

~~Our~~Agreement ~~board of directors has considered the nature~~ and ~~amount~~Plan of fees billed by our independent registered public accounting firm and believe that the provision of services for activities unrelated to the audit is compatible with maintaining their respective independence.Merger

31On April 20, 2020, the Company, Fresh Market Merger Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company, also referred to herein as Merger Sub, and Home Bistro, Inc., a privately-held Delaware corporation engaged in the food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation), also referred to herein also Home Bistro Holdings, entered into the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger, also referred to herein as the Merger. Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020.

~~PART~~Disposal IVof Discontinued Operations of the RTD Business

~~ITEM~~On ~~15.~~September ~~EXHIBIT~~25, ~~AND~~2020, ~~FINANCIAL~~pursuant ~~STATEMENT~~to ~~SCHEDULES~~the Asset Purchase Agreement, among other things, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its RTD Business, and the buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business.

(a)	1.	Financial Statements
		The financial statements and Report of Independent Registered Public Accounting Firm are listed in the “Index to Financial Statements and Schedules” on page F-1 and included on pages F-2 thereon.
	2.	Financial Statement Schedules
		All schedules for which provision is made in the applicable accounting regulations of the Securities and Exchange Commission (the “Commission”) are either not required under the related instructions, are not applicable (and therefore have been omitted), or the required disclosures are contained in the financial statements included herein.
	3.	Exhibits (including those incorporated by reference).

The Products and Packaging

Exhibit No		Description
2.1		Agreement and Plan of Merger dated April 20, 2020, by and among Gratitude Health, Inc., Fresh Market Merger Sub, Inc. and Home Bistro, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
3.1		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.A.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2017).
3.2		Certificate of Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2018).
3.3		Certificate of Amendment to Articles of Incorporation (incorporated by reference Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
3.4		Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K/A filed with the SEC on March 31, 2015).
4.1		Certificate of Designation of Series A Preferred Stock (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2018).
4.2		Certificate of Designation of Series B Preferred Stock (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on March 28, 2018).
4.3		Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 21, 2018).
4.4		Amendment to Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 24, 2018).
10.1		Loan Authorization and Agreement, dated June 17, 2020, by and between Home Bistro, Inc. and the U.S. Small Business Administration (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2020).
10.2		Note, dated June 17, 2020, by Home Bistro, Inc. for the benefit of the U.S. Small Business Administration (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2020).
10.3		Security Agreement, dated June 17, 2020, by and between Home Bistro, Inc. and the U.S. Small Business Administration (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on June 29, 2020).
10.4		Form of Exchange Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
10.5		Form of Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
10.6		Form of Lock-Up and Leak-Out Agreement (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
10.7		Put Option Agreement, dated April 20, 2020, between the Company and the stockholder named therein (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 22, 2020).
10.8		Securities Purchase Agreement dated December 18, 2020, by and between Home Bistro, Inc. and Labrys Fund, LP. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2021).
10.9		Self-Amortization Promissory Note, dated December 18, 2020, issued to Labrys Fund, LP. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2021).
10.10		Securities Purchase Agreement dated December 28, 2020, by and between Home Bistro, Inc. and FirstFire Global Opportunities Fund, LLC. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2021).
10.11		Self-Amortization Promissory Note dated December 28, 2020, issued to FirstFire Global Opportunities Fund, LLC. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2021)
10.12		Registration Rights Agreement dated December 28, 2020, by and between Home Bistro, Inc. and FirstFire Global Opportunities Fund, LLC. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on January 6, 2021)

The Company is a direct-to-consumer business that creates and distributes ready-made, celebrity chef-inspired gourmet meals, its own private label brand meals and Model Meals, a Whole30 and Paleo approved, ready-to-eat, meal prep service. The Company also markets high quality frozen meats, fish and poultry to consumers under its Colorado Prime and Prime Chop brands. The Company’s meals are freshly prepared, and skin-packaged in its facility located in Miami, Florida, and delivered fresh to its customers. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products fresh during transport. Once delivered, the meals can be heated using a microware cooker or hot water for consumption within minutes and with little to no preparation and minimal cleanup.

3237

10.13		Securities Purchase Agreement dated January 27, 2021, by and between Home Bistro, Inc. and Vista Capital Investments, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021)
10.14		Convertible Note, dated January 27, 2021, issued to Vista Capital Investments, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021)
10.15		Warrant to Purchase Shares of Common Stock, dated January 27, 2021, issued to Vista Capital Investments, LLC. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on February 8, 2021)
10.16		Securities Purchase Agreement dated January 12, 2021, by and between Home Bistro, Inc. and GS Capital Partners, LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021)
10.17		Self-Amortization Promissory Note, dated January 12, 2020, issued to GS Capital Partners, LLC. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on January 19, 2021)
31.1*		Section 302 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer
32.1*		Section 906 Certification by the Registrant’s Principal Executive Officer and Principal Financial Officer
101.ins		XBRL Instance Document
101.sch		XBRL Taxonomy Schema Document
101.cal		XBRL Taxonomy Calculation Document
101.def		XBRL Taxonomy Linkbase Document
101.lab		XBRL Taxonomy Label Linkbase Document
101.pre		XBRL Taxonomy Presentation Linkbase Document

In addition to its diverse menu of gourmet meals, the Company has also partnered with the following world-renowned chefs to offer a selection of each chef’s specialty cuisine (the “Celebrity Chef Program”). The Company launched its Celebrity Chef Program with Iron Chef, Cat Cora and has since expanded to TV Host and Best-Selling Cookbook Author Ayesha Curry, “Hungry Fan” celebrity chef, Daina Falk, “Master Chef” Claudia Sandoval, “Top-Chef All-Star” Richard Blais, “Vegan + Sustainable” Chef Priyanka Naik, Celebrity Pastry and Dessert Chef Melanie Moss The Company plans to continue expanding it celebrity chef program to include gourmet cuisine from other notable celebrity chefs around the world. In doing so, the Company intends to create a virtual food emporium through which it will offer consumers an internationally diversified online selection of fully cooked gourmet meals.

*Market ~~Filed~~Information ~~herewith.~~and the Value Chain and Routes to Market

~~ITEM~~The 16online food delivery market is projected to reach $63.02 ~~FORM~~billion ~~10-K~~in ~~SUMMARY~~the United States in 2022 and achieve a cumulative average growth rate of 8.9% through 2027, according to a recent report by market and consumer data company Statista.

~~Not~~Consumers ~~Applicable~~are continually becoming time-starved and convenience-seeking, while others have tired from the impact the pandemic has had on their access to restaurant quality food over the last year. As a result, consumers have aggressively sought out alternatives to cooking at home or ordering take-out.

33Meal-Kits vs. Third-Party Delivery vs. Prepared Meals

~~SIGNATURES~~Business models for meal-kit providers, third-party delivery services and prepared “heat-to-eat” meal companies, differ vastly from one another. Meal-kit companies provide customers pre-portioned, raw ingredients and recipes that require preparation, cooking, and the ensuing clean-up, not to mention that the resulting meal is still subject to the preparer’s ability, or lack thereof, to cook. On average, meals take anywhere from 30-60 minutes for preparation and cooking and another 15 minutes to clean up. In addition, due to the short shelf life of raw materials provided in meal-kits, meal-kit providers experience higher operating and supply chain costs compared to prepared meal providers. Home Bistro’s flash freezing process and packaging serves to extend its product’s shelf life and promotes operational efficiencies.

~~Pursuant~~Third-party online delivery platforms such as Grubhub, Uber Eats and DoorDash offer access to ~~the~~restaurants’ ~~requirements~~menus ofvia ~~Section 13~~a orsingle ~~15(d)~~online ofportal. ~~the~~Customers ~~Exchange~~then order ~~Act,~~directly from the ~~Registrant~~app ~~caused~~and ~~this~~cooked ~~report~~meals toare bedelivered ~~signed~~typically onwithin ~~its~~60 ~~behalf~~minutes by the ~~undersigned~~restaurant, ~~thereunto~~third ~~duly~~party delivery service ~~authorized~~or the app platform itself. During the delivery, cooked meals lose heat, which can decrease the enjoyment of the meal or require reheating.

	HOME BISTRO, INC.
Date: March 22, 2021	By:	/s/ Zalmi Duchman
		Zalmi Duchman
		Chief Executive Officer
		(Principal Executive Officer and
		Principal Financial Officer)

The prepared, heat-to-eat providers in the meal delivery segment (in which Home Bistro operates) ship fresh and fresh-frozen, fully cooked meals direct-to-consumer. On average, these meals require heating for only three to five minutes using a microwave or sous vide machine. The experience is extremely convenient, requires very little cleanup and delivers a gourmet meal prepared by a professional chef. Consumers can order one meal or several meals, which can be stored and heated when desired.

~~Pursuant to the requirements of the Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Production

Signature	Title	Date
/s/ Zalmi Duchman
Zalmi Duchman	Chief Executive Officer and Secretary and Director	March 22, 2021
/s/ Michael Finkelstein
Michael Finkelstein	Director	March 22, 2021
/s/ Michael Novielli
Michael Novielli	Director	March 22, 2021

Until mid-2020, the Company used third-party co-packers to cook, package, fulfill and ship its meals to its customers. In June, Home Bistro entered into a lease for commercial kitchen facilities, hired and trained professional chefs and implemented its own fulfillment operations. By managing its own food production and fulfillment, Home Bistro expects to be able to improve its competitive position, while expanding its gross profit and operating margins. It will provide the Company with significantly greater flexibility to create and introduce new menu items, including the expansion of its Celebrity Chef Program, and react to dynamics of a developing marketplace.

34Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brands continue to be processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders.

~~HOME BISTRO, INC. AND SUBSIDIARY~~38

~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS~~Competition

~~December~~In 31the direct-to-consumer prepared meal home delivery market segment, ~~2020~~our competition is extensive and ~~2019~~includes larger more established companies such as Jenny Craig, WW International, Nutrisystem, Freshly and Factor 75 which have significantly greater financial, technical, sales and marketing resources than the Company, as well as numerous smaller independent providers like, Snap Kitchen, Trifecta, Fresh & Lean, Icon Meals, Real Eats and Flex Pro Meals. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand. In addition, we believe the competition for consumers seeking ready-made gourmet meals (such as Home Bistro) is less intensive than other niches such as weight loss, high protein, keto, or paleo.

~~CONTENTS~~In the direct-to-consumer, high quality meats and seafood market segment, our competition is extensive and includes larger more established companies such as Omaha Steaks, Kansas City Steak Company and Snake River Farms which have significantly greater financial, technical, sales and marketing resources than the Company, as well as Butcher Block, D’Artagnan and Crowd Cow. We believe, however, there is considerable room for additional competitors offering modestly priced, high quality offerings, as the direct-to-consumer segment of the home delivery market for food continues to expand.

Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets as of December 31, 2020 and 2019	F-4
Consolidated Statement of Operations for the Years Ended December 31, 2020 and 2019	F-5
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2020 and 2019	F-6
Consolidated Statement of Cash Flows for the Years Ended December 31, 2020 and 2019	F-7
Notes to Consolidated Financial Statements	F-8

Home Bistro’s online competition consists primarily of national and local service providers, point-of-sale module vendors that serve some independent restaurants who have their own standalone websites and the online interfaces of restaurants that also offer takeout. The Company also competes for diners with online competitors on the basis of convenience, control, and customer care. For restaurants, Home Bistro competes with other online platforms based on its ability to generate additional orders, manage challenges such as customization, change orders, menu updates and specials and the ability to help them improve their operational efficiency.

~~F-1~~Government Regulation

~~REPORT~~We OFare ~~INDEPENDENT~~subject to labor ~~REGISTERED~~and ~~PUBLIC~~employment ~~ACCOUNTING~~laws, ~~FIRM~~import and trade restrictions laws, laws governing advertising, privacy and data security laws, safety regulations and other laws, including consumer protection regulations that apply to retailers and/or the promotion and sale of merchandise and the operation of stores and warehouse facilities. In the United States, we are subject to the regulatory authority of, among other agencies, the Federal Trade Commission (“FTC”) and U.S. Food and Drug Administration (“FDA”). We will employ a number of external resources to assist us in complying with our regulatory obligations. These external resources will include outside technology providers and consultants. As we expand our business, we will be required to raise additional capital to cover the expected increase in costs to hire and train additional internal and external resources to ensure we remain in substantial compliance with our governmental obligations. We monitor changes in these laws and believe that we are in material compliance with applicable laws.

~~To the Board of Directors and Stockholders of Home Bistro, Inc.~~Trademarks

~~Opinion~~We onown trademarks relating to the ~~Consolidated~~Home ~~Financial~~Bistro ~~Statements~~name, including trademarks with the serial numbers 86636971 and 86636968.

We have audited the accompanying consolidated balance sheets of Home Bistro, Inc. (the Company) as of December 31, 2020 and 2019, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2020 and 2019, and the related consolidated financial statement footnotes (collectively referred to as the consolidated financial statements).Employees

InAs ~~our~~of ~~opinion,~~September ~~the consolidated financial statements present fairly~~22, ~~in all material respects~~2022, ~~the~~Home ~~financial~~Bistro ~~position~~had of13 ~~the~~full-time employees. ~~Company~~None as of ~~December~~these ~~31,~~employees ~~2020~~are ~~and~~represented ~~2019~~by ~~and the~~collective ~~results~~bargaining ofagreements ~~its operations~~ and ~~its cash flows for~~ the ~~years~~Company ~~ended~~considers ~~December~~it ~~31,~~relations ~~2020 and 2019 in conformity~~ with ~~accounting principles~~its ~~generally~~employees ~~accepted~~to inbe ~~the United States of America~~good.

~~Substantial Doubt Regarding Going Concern~~39

~~The~~LEGAL accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 of the consolidated financial statements, the Company suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 2 of the consolidated financial statements. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.PROCEEDINGS

~~Basis~~We ~~for~~are ~~Opinion~~not involved in any pending legal proceeding nor are we aware of any pending or threatened litigation against us.

~~These~~DIRECTORS ~~consolidated~~AND ~~financial~~EXECUTIVE statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.OFFICERS

WeBoard ~~conducted our audits in accordance with the standards~~ of ~~the~~Directors ~~PCAOB. Those standards require that we plan~~ and ~~perform~~Executive the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.Officers

~~Our~~The ~~audits~~following ~~included~~table ~~performing~~sets ~~procedures to~~forth ~~assess~~ the ~~risks of material misstatement of the consolidated financial statements~~names, ~~whether due to error or fraud, and performing~~positions ~~procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts~~ and ~~disclosures~~ inages ~~the~~of ~~consolidated~~our ~~financial~~directors ~~statements. Our audits also included evaluating the accounting principles used~~ and ~~significant estimates~~executive ~~made~~officers ~~by management,~~ as ~~well~~of ~~as evaluating~~ the ~~overall~~date ~~presentation~~ of ~~the~~this ~~consolidated financial statements~~prospectus. ~~We believe that our audits provide a reasonable basis for our opinion.~~

Critical Audit Matters

Name	Age	Position
Zalmi Duchman	43	Chief Executive Officer, Chief Financial Officer and Secretary and Director
Michael Finkelstein	69	Director
Michael Novielli	58	Director

~~The~~Biographical ~~critical~~information ~~audit~~concerning ~~matters~~the ~~communicated~~directors ~~below~~and ~~are~~executive ~~matters~~officers ~~arising~~listed ~~from~~above ~~the~~is ~~current~~set ~~period~~forth ~~audit~~below. ofThe ~~the~~information ~~consolidated~~presented ~~financial~~includes ~~statements~~information ~~that~~each ~~were~~individual ~~communicated~~has orgiven ~~required~~us about toall bepositions ~~communicated~~they tohold ~~the~~and ~~audit~~their ~~committee~~principal oroccupation ~~those charged with governance~~ and ~~that:~~business ~~(1)~~experience ~~relate~~for tothe ~~accounts~~past orfive ~~disclosures~~years. ~~that are~~In ~~material~~addition to the ~~consolidated~~information presented ~~financial~~below ~~statements~~regarding ~~and~~each ~~(2)~~director’s ~~involved~~specific ~~especially~~experience, ~~challenging~~qualifications, ~~subjective~~attributes, orand ~~complex~~skills ~~judgments. The~~that ~~communication~~led ofour ~~critical~~board ~~audit~~to ~~matters~~conclude that ~~does~~he ~~not~~should ~~alter~~serve inas ~~any~~a ~~way~~director, ~~our~~we ~~opinion~~also onbelieve ~~the~~that ~~consolidated~~all ~~financial~~of ~~statements,~~our ~~taken as~~directors have a ~~whole~~reputation for integrity, honesty, and weadherence to ~~are~~high ~~not,~~ethical bystandards. ~~communicating~~Each ~~the~~has ~~critical~~demonstrated ~~audit~~business ~~matters~~acumen ~~below,~~and ~~providing~~an ~~separate~~ability ~~opinions~~to onexercise ~~the~~sound ~~critical~~judgment, ~~audit matters~~as orwell onas ~~the~~a ~~accounts~~commitment orof service ~~disclosures~~ to ~~which~~our ~~they~~company ~~relate~~and our board of directors.

~~F-2~~Zalmi Duchman. Mr. Duchman has been the Company’s Chief Executive Officer and Secretary, and a member of the Board of Directors of the Company since April 20, 2020. Mr. Duchman also serves as the Chief Executive Officer of the Company’s wholly owned subsidiary Home Bistro Holdings since March 2018 and a member of its Board of Directors since March 2018. Mr. Duchman founded The Fresh Diet, Inc. in 2005 and served as its Chief Executive Officer until July 2013 and its Chairman of the Board from July 2013 until its August 2014 acquisition. Mr. Duchman and The Fresh Diet, Inc. have earned numerous prestigious accolades over the years, including making the Inc. 500 list consecutively in 2010, 2011 and 2012, the Forbes Top 20 Most Promising U.S. Companies List in 2011 and 2012, as well as being an Ernst & Young Entrepreneur of the Year nominee in both 2009 and 2011. The Miami Herald named Duchman as one of Miami’s leading “20 under 40”. Mr. Duchman is well qualified to serve as the Chief Executive Officer due to his extensive experience in the management and operation of companies in the Company’s industry, and his previous leadership experience as an entrepreneur, chairman and chief executive officer.

~~Description~~Michael Finkelstein. Mr. Finkelstein has been a member of Board of Directors of the ~~Matter~~Company since April 20, 2020. From 2013 to present, Mr. Finkelstein has consulted with family offices in New York City and Europe as a reorganization and problem-solving specialist and has founded and run a high-quality catering business. From 2003 to 2013, Michael co-founded a “pipe fund” with a U.S. partner which grew at its peak into a $100 million dollar entity and was liquidated in 2013. His public accounting, financial and taxation experience is primarily derived from his time at Arthur Andersen & Co. where he rose to the high level of income tax manager. Mr. Finkelstein became one of Canada’s top producing investment advisors after departing public accounting and was a multiple award winner at his firm in the investment services business. Michael is a graduate of McGill University with a Major in Economics. Michael received his diploma in public accounting after his B.A. at McGill and successfully completed the chartered accountancy exams in Canada. Mr. Finkelstein is well qualified to serve as a member of the Board of Directors of the Company due to his extensive experience in the financial and accounting industries.

~~During~~Michael Novielli. Mr. Novielli has been a member of the ~~year~~Company’s ~~ended~~Board ~~December~~of 31Directors since April 20, 2020,. ~~the~~Mr. ~~Company~~Novielli ~~issued convertible~~co-founded ~~debt~~Dutchess ~~notes~~Capital ~~(the~~in ~~“Notes”)~~1996 ~~that~~and ~~allow~~is ~~the~~a ~~holders~~GP principal toand ~~convert~~member of the ~~debt~~firm’s ~~into~~Investment ~~common~~Committee. ~~stock~~He ~~upon~~co-manages ~~certain~~the ~~default~~firm’s investments, “pre-IPO” strategy ~~events~~and ~~not~~corporate ~~within~~advisory practice, and serves on the ~~control~~board of ~~the~~directors ~~Company~~of select portfolio companies. ~~The~~Mr. ~~Company~~Novielli ~~determined~~helped ~~that~~engineer the firm’s ~~terms~~previous expansion into Europe, Asia, Australia and Latin America, and managed restructurings and workouts of ~~the~~its ~~Notes~~distressed portfolio, which included ancorporate ~~embedded~~divestitures, ~~conversion option~~asset tosales, beABCs ~~accounted~~and ~~for~~bankruptcies. asHe ~~derivative~~has ~~liabilities~~30+ years’ experience in asset management, corporate ~~which~~finance ~~are~~and ~~required~~advisory, toand beinvestment ~~accounted~~banking. ~~for~~Mr. atNovielli ~~fair~~began ~~value~~his ~~upon~~financial ~~issuance~~services career with PaineWebber and ~~each~~held previous ~~reporting~~positions ~~period,~~in ~~under~~corporate accounting and finance with a Fortune 100 company. He graduated with a BS in Business from the ~~provisions~~University of ~~ASC~~South Florida ~~815~~and completed post-40graduate –Business ~~Derivatives~~studies ~~and~~at ~~Hedging~~Colorado –State ~~Contracts~~University. inMr. anNovielli ~~Entity’s~~is well qualified to serve as a member ~~Own~~of ~~Stock~~the ~~(ACS~~Board ~~815).~~of Directors of the Company due to his extensive financial and investment experience.

As disclosed in Notes 2 and 4 to the consolidated financial statements, the Company recorded initial derivative liabilities and debt discount of $212,344 from the embedded conversion options. Further, as of December 31, 2020, the Company recorded a gain on the change in fair value of the derivative liabilities of $32,315. There is no current observable market for these types of derivatives and, as such, the Company measured the initial and December 31, 2020 fair value of the embedded derivative liabilities using the Bionomial lattice valuation model. Such a model includes techniques that require management to make several assumptions with a high degree of subjectivity related to stock price, discount yield, risk free rates, volatility, probability of principal repayment in cash or common stock and probability of the Company defaulting on the convertible debt notes.40

WeInvolvement ~~identified~~in ~~the~~Certain ~~evaluation~~Legal of the terms of financial instruments to determine whether the embedded conversion option met the definition of a derivative, the analysis of the accounting treatment, presentation and disclosures, and the valuation of the derivative liabilities as critical audit matters due to the complex nature of these financial instruments.Proceedings

~~How~~Zalmi Duchman is the ~~Critical~~founder ~~Audit~~of ~~Matter~~Fresh ~~Was~~Diet Inc. ~~Addressed~~(“Fresh inDiet”). On or around July 29, 2016, Fresh Diet undertook an assignment of all of its assets to Seth Heller, as assignee for the ~~Audit~~benefit of Fresh Diet’s creditors (“Fresh Diet Assignee”). On August 1, 2016, Fresh Diet Assignee initiated state-level insolvency proceedings on behalf of Fresh Diet (an assignment for the benefit of creditors), captioned In re The Fresh Diet, Inc., Case No. 2016-019789-CA-01 (Fla. 11th Cir. Ct.) before the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida.

~~The~~Except ~~primary~~as ~~procedures~~set weforth ~~performed~~above, to ~~address~~ ~~these critical audit matters included (a) reviewing and testing~~ the ~~Company’s~~best ~~conclusions as to whether the financial instruments included an embedded conversion option that met the definition~~ of ~~a derivative as defined by ASC 815 by evaluating~~our ~~and comparing the Company’s analysis and conclusions to authoritative and interpretive literature~~knowledge, ~~(b)~~none ~~comparing~~of ~~the~~our ~~accounting treatment and presentation to that described by authoritative and interpretive literature~~directors, ~~(c)~~executive ~~testing~~officer ~~the~~or ~~Company’s~~promoter ~~process~~ and ~~methodology~~control ~~for~~person ~~valuing the derivatives by comparing it to generally accepted methodologies for valuing derivatives,~~ (d)as ~~testing the~~identified ~~Company’s~~under ~~valuation~~“Certain ofRelationships ~~the derivatives by testing assumptions~~ and ~~data used in the valuation model including the term,~~ ~~volatility~~Related ~~and risk free rate, (e~~Transactions”) ~~recomputing the fair value of the derivative at issuance and December 31~~has, ~~2020~~during ~~and (f) utilizing a valuation specialist to assist in evaluating~~ the ~~Company’s~~past ~~model,~~ten ~~methodology, and significant assumptions.~~years:

We● ~~agreed~~been ~~with~~convicted ~~management’s~~in ~~final conclusions~~a ~~with~~criminal ~~regards~~proceeding toor ~~the~~been ~~accounting~~subject ~~treatment~~to ofa ~~the~~pending ~~embedded~~criminal ~~conversion~~proceeding ~~options,~~(excluding ~~valuations,~~traffic ~~accounting~~violations ~~treatment, presentation,~~ and ~~disclosures.~~other minor offenses);

D.● ~~Brooks~~had ~~and~~any ~~Associates~~bankruptcy ~~CPAs~~petition filed by or against the business or property of the person, ~~P.A~~or of any partnership, corporation, or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time;

~~Palm~~● ~~Beach~~been ~~Gardens~~subject to any order, ~~Florida~~judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity;

~~March~~● 22been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, ~~2021~~and the judgment has not been reversed, suspended, or vacated;

We● ~~have~~been ~~served~~the assubject ~~the~~of, ~~Company’s~~or ~~independent auditor~~a ~~since~~party ~~2020~~to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

F● been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended, or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated with a member.

~~HOME~~Except ~~BISTRO~~as set forth in our discussion below in “Certain Relationships and Related Transactions,” ~~INC.~~none ~~AND~~of ~~SUBSIDIARY~~our directors or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates, or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

~~CONSOLIDATED BALANCE SHEETS~~41

	December 31, 2020			December 31, 2019
ASSETS
CURRENT ASSETS:
Cash	$	447,354		$	7,137
Prepaid expenses and other current assets		28,588			916
Note receivable		5,000			-
Total Current Assets		480,942			8,053
OTHER ASSETS:
Property and equipment, net		2,728			-
Total Assets	$	483,670		$	8,053
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	352,466		$	223,046
Accrued expenses and other liabilities		126,273			24,391
Convertible notes payable, net of debt discount		141,476			-
Note payable - in default		-			3,738
Notes payable - current portion		20,068			-
Advances payable		78,497			18,192
Derivative liabilities		180,029			-
Unredeemed gift cards		48,311			10,365
Total Current Liabilities		947,120			279,732
LONG-TERM LIABILITIES:
Notes payable - long-term portion		151,544			-
Common stock repurchase obligation		1,300,000			-
Total Liabilities		2,398,664			279,732
Commitments and contingency (Note 13):
STOCKHOLDERS' DEFICIT:
Preferred Stock: $0.001 par value; 20,000,000 shares authorized;
Convertible Series B Preferred stock: $0.001 Par Value; 500,000 Shares Authorized; nil shares issued and outstanding as of December 31, 2020 and 2019		-			-
Common stock: $0.001 par value; 1,000,000,000 shares authorized; 19,123,767 and 13,104,561 shares issued and outstanding as of December 31, 2020 and 2019		19,123			13,105
Additional paid-in capital		4,399,272			4,806,944
Accumulated deficit		(6,333,389	)		(5,091,728	)
Total Stockholders' Deficit		(1,914,994	)		(271,679	)
Total Liabilities and Stockholders' Deficit	$	483,670		$	8,053

Board Committees, Compensation Committee Interlocks and Insider Participation

~~The~~At ~~accompanying~~the ~~notes~~present time the duties of an Audit Committee, Nominating and Governance Committee and Compensation Committee (including with respect to setting executive officer compensation) are performed by the Board as a whole. Prior to the completion of this offering, our Board will form an ~~integral~~Audit ~~part~~Committee, Nominating and Governance Committee and Compensation Committee. We will adopt charters for such committees, as well as other corporate governance guidelines, prior to the closing of ~~these~~this ~~consolidated~~offering ~~financial~~in ~~statements~~accordance with the applicable requirements of the SEC and The NASDAQ Capital Market. Each committee will consist of three directors. All of the directors of our Audit Committee will be independent directors, as defined by the listing standards of The NASDAQ Capital Market. The Compensation Committee will be composed exclusively of individuals intended to be, to the extent provided by Rule 16b-3 of the Exchange Act, non-employee directors.

~~F-4~~Family Relationships

~~HOME~~None ~~BISTRO,~~of ~~INC.~~the ~~AND~~directors ~~SUBSIDIARY~~and officers is related to any other director or officer of the Company.

~~CONSOLIDATED~~Board ~~STATEMENTS~~Oversight OFin ~~OPERATIONS~~Risk Management

	For the Years Ended December 31,
	2020			2019
Product sales, net	$	1,335,859		$	836,599
Cost of sales		873,289			499,396
Gross profit		462,570			337,203
Operating Expenses:
Compensation and related expenses		547,940			362,526
Professional and consulting expenses		434,450			27,231
Product development expense		360,000			-
Selling and marketing expenses		226,428			57,067
General and administrative expenses		198,082			104,569
Total Operating Expenses		1,766,900			551,393
Operating Loss from Continuing Operations		(1,304,330	)		(214,190	)
Other Income (Expense):
Interest expense, net		(19,924	)		(3,341	)
Change in fair value of derivative liabilities		32,315			-
Gain from extinguishment of accounts payable		7,075			18,470
Other income		5,000			-
Total Other Income, net		24,466			15,129
Loss from Continuing Operations Before Provision for Income Taxes		(1,279,864	)		(199,061	)
Provision for Income Taxes		-			-
Loss from Continuing Operations		(1,279,864	)		(199,061	)
Discontinued Operations:
Income from Discontinued Operations Before Provision for Income Taxes		38,203			-
Provision for Income Taxes		-			-
Income from Discontinued Operations		38,203			-
Net Loss	$	(1,241,661	)	$	(199,061	)
BASIC AND DILUTED LOSS PER COMMON SHARE:
Continuing operations - basic and diluted	$	(0.07	)	$	(0.02	)
Discontinued operations - basic	$	0.00		$	0.00
Discontinued operations - diluted	$	0.00		$	0.00
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
Basic		17,393,644			13,104,561
Diluted		17,393,644			13,104,561

Our Chief Executive Officer, who is our principal executive officer, also serves on the Board of Directors, and we do not have a lead director. In the context of risk oversight, we believe that our selection of one person to serve in both positions provides the Board with additional perspective which combines the operational experience of a member of management with the oversight focus of a member of the Board. The business and operations of our Company are managed by our Board as a whole, including oversight of various risks, such as operational and liquidity risks that our Company faces. Because our Board includes a member of our management, this individual is responsible for both the day-to-day management of the risks we face as well as the responsibility for the oversight of risk management.

~~The~~As ~~accompanying~~a ~~notes~~“smaller ~~are~~reporting company” anunder ~~integral~~SEC ~~part~~rules, our named executive officer during the transition period ended October 31, 2022 and fiscal year ended ofDecember ~~these~~31, ~~consolidated~~2021 ~~financial~~was ~~statements~~Zalmi Duchman, our current Chief Executive Officer. No other executive officer received total compensation during the twelve month period ended October 31, 2022 or October 31, 2021 in excess of $100,000.

~~F-5~~SUMMARY COMPENSATION TABLE

HOME BISTRO, INC. AND SUBSIDIARY

Name and Principal Position	Year⁽¹⁾		Salary		Bonus		Stock Awards			Warrant/ Option Awards			All Other Compensation		Total
Zalmi Duchman		2021	$	70,000	$	—	$	—		$	2,714,971	⁽²⁾	$	—	$	2,784,971
Chief Executive Officer ⁽¹⁾		2020	$	43,750	$	—	$	97,720	⁽³⁾	$	—		$	—	$	141,470

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(1)	On January 28, 2022, the Board approved a change in the Company’s fiscal year end from December 31 to October 31. Compensation and benefit totals herein reflect the ten months ended October 31, 2021 and the fiscal year ended December 31, 2020.

(2)	Mr. Duchman was appointed to serve as the Chief Executive Officer of the Company on April 20, 2020 and continues to serve as the Chief Executive Officer of Home Bistro Holdings. On October 1, 2021, the Company entered into an employment agreement with Mr. Duchman that provided of (i) an annual salary of $120,000 and (ii) a one-time grant of warrants for 2,000,000 Common Stock which vested upon issuance and had a grant date fair value of $2,714,971.

(3)	Mr. Duchman was granted 4,746 shares of Home Bistro Holdings common stock with grant date fair value of $97,720 as bonus in April 2020. These shares of Home Bistro Holdings common stock were converted into 2,242,924 shares of the Company’s Common Stock post-Merger and post-reverse stock split.

~~For~~Employment ~~the~~Agreement ~~Years~~with ~~Ended December 31, 2020 and 2019~~Executives

	Preferred Stock						Common Stock				Additional						Total
	Number of						Number of				Paid-in			Accumulated			Stockholders'
	Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance at December 31, 2018		-		$	-			13,104,561	$	13,105	$	4,623,650		$	(4,892,667	)	$	(255,912	)
Accretion of stock-based compensation		-			-			-		-		183,294			-			183,294
Net loss		-			-			-		-		-			(199,061	)		(199,061	)
Balance at December 31, 2019		-			-			13,104,561		13,105		4,806,944			(5,091,728	)		(271,679	)
Warrants issued for cash		-			-			-		-		100,005			-			100,005
Common stock issued for services		-			-			4,000,577		4,000		234,269			-			238,269
Recapitalization of the Company		250,000			250			1,899,094		1,899		(196,873	)		-			(194,724	)
Common stock repurchase obligation (see Note 3)		-			-			-		-		(1,300,000	)		-			(1,300,000	)
Disposal of a component with related party (see Note 3)		(250,000	)		(250	)		-		-		131,471			-			131,221
Warrant issued pursuant to an agreement		-			-			-		-		360,000			-			360,000
Warrant issued for services		-			-			-		-		11,471			-			11,471
Accretion of stock-based compensation		-			-			-		-		213,841			-			213,841
															-
Common stock issued as commitment fee with convertible notes payable		-			-			119,535		119		38,144						38,263
Net loss		-			-			-		-		-			(1,241,661	)		(1,241,661	)
Balance at December 31, 2020		-		$	-			19,123,767	$	19,123	$	4,399,272		$	(6,333,389	)	$	(1,914,994	)

On October 1, 2021, the Company entered into an employment agreement (the “Employment Agreement”) with Zalmi Duchman to serve as the Company’s Chief Executive Officer. The Employment Agreement has a term of three years (“Term”) from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-time warrant grant of 2,000,000 shares of common stock, which vested upon issuance, is exercisable at $0.001 and expires on October 1, 2026. Mr. Duchman is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate the Mr. Duchman for cause (as defined in Employment Agreement) by giving Mr. Duchman written notice approved by the Board of such termination, such notice (i) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for cause is based and (ii) to be given within six months of the Board learning of such act or acts or failure or failures to act. The Employment Agreement may be terminated at Board’s discretion during the Term, provided that if Mr. Duchman is terminated without cause, the Company shall pay to Mr. Duchman an amount calculated by multiplying Mr. Duchman monthly salary, at the time of such termination, times the number of months remaining in the Term.

~~The accompanying notes are an integral part of these consolidated financial statements.~~42

FOn March 25, 2022, the Company entered into an employment agreement (“May Employment Agreement”) with Camille May to serve as the Company’s Chief Financial Officer. The May Employment Agreement has a term of two years from the effective date and provides for (i) an annual salary of $120,000 and (ii) a one-6time warrant grant of 250,000 shares of common stock, which vested upon issuance, is exercisable at $0.001 and expires on March 27, 2027. Ms. May is entitled to vacation, sick and holiday pay and other benefits, in accordance with the Company’s policies established and in effect from time to time. The Company may terminate May Employment Agreement for cause (as defined therein) by giving Ms. May written notice approved by the Board of Directors of such termination

~~HOME~~Outstanding ~~BISTRO,~~Equity ~~INC.~~Awards ~~AND~~at ~~SUBSIDIARY~~2021 Transitional Period

~~CONSOLIDATED~~The ~~STATEMENTS~~following OFtable ~~CASH~~sets ~~FLOWS~~forth certain information concerning the outstanding equity awards as of October 31, 2021, for the named executive officer.

	For the Years Ended December 31,
		Option/Warrant Awards								Stock Awards
	2020			2019
Name		Number of Securities Underlying Unexercised Option/ Warrant (#) Exercisable			Number of Securities Underlying Unexercised Option/ Warrant (#) Unexercisable		Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option/ Warrant Exercise Price($)	Option/ Warrant Expiration Date	Number of Shares or Units of Stock that Have Not Vested	Market Value of Shares or Units of Stock that Have Not Vested	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested
CASH FLOWS FROM OPERATING ACTIVITIES:
Zalmi Duchman(1)		2,000,000			—		—	0.001	10/01/2026	—	—	—	—
Net loss	$	(1,241,661	)	$	(199,061	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		440			-
Stock-based compensation		213,841			183,294
Common stock and warrant issued for services		609,739			-
Gain on extinguishment of accounts payable		(7,075	)		(18,470	)
Amortization of debt discount		7,983			-
Change in fair value of derivative liabilities		(32,315	)		-
Change in operating assets and liabilities:
Inventory		-			7,306
Prepaid expenses and other current assets		(8,896	)		7,428
Accounts payable		43,980			(11,140	)
Accrued expense and other liabilities		102,201			-
Unredeemed gift cards		37,946			399
Net Cash Used in Operating Activities		(273,816	)		(30,244	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment		(3,168	)		-
Cash acquired from acquisition		4,917			-
Net cash provided by investing activities		1,749			-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of warrants		100,005			-
Proceeds from notes payable		171,612			-
Proceeds from note payable - related party		-			3,000
Advance payable		140,840			23,000
Proceeds from convertible note payable		384,100			-
Repayment of note payable - related party		-			(3,000	)
Repayment of note payable - in default		(3,738	)		(34,900	)
Repayments of advance payable		(80,535	)		-
Net Cash (Used in) Provided by Financing Activities		712,284			(11,900	)
Net Change in Cash		440,217			(42,144	)
Cash - beginning of year		7,137			49,281
Cash - end of year	$	447,354		$	7,137
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest	$	7,670		$	3,064
Income taxes	$	-		$	-
Non-cash investing and financing activities:
Initial amount of ROU asset and related liability	$	32,444		$	-
Termination of the ROU asset and related liability	$	27,843		$	-
Disposal of a component with related party	$	131,221		$	-
Repurchase obligation pursuant to the Put Option Agreement	$	1,300,000		$	-
Common stock issued with convertible notes payable recorded as debt discount	$	38,263		$	-
Initial derivative liability recorded in connection with convertible notes payable	$	212,344		$	-
Net Liabilities Assumed in Reverse Acquisition:
Cash	$	4,917		$	-
Prepaid expenses		9,776			-
Operating right-of-use asset		32,444			-
Accounts payable and accrued liabilities		(209,417	)		-
Operating right-of-use liability		(32,444	)		-
Net liability assumed	$	(194,724	)	$	-

~~The~~(1) ~~accompanying~~Mr. ~~notes~~Duchman ~~are~~was appointed the Chief Executive Officer of the Company on April 20, 2020 and has been the Chief Executive Officer of Home Bistro Holdings, Inc since March 2018. On October 1, 2021, the Company entered into an ~~integral~~employment ~~part~~ agreement with Mr. Duchman that provides for a one-time grant of ~~these~~warrants ~~consolidated~~for ~~financial~~2,000,000 ~~statements~~common stock which vested upon issuance and had a grant date fair value of $2,714,971.

~~F-7~~Compensation of Directors

~~HOME~~The ~~BISTRO,~~following ~~INC.~~table ~~AND~~sets ~~SUBSIDIARY~~forth certain information ~~NOTES~~regarding TOthe ~~CONSOLIDATED~~compensation ~~FINANCIAL~~paid ~~STATEMENTS~~to our Board of Directors (“Board”) during the ten month period ending October 31, 2021:

December 31, 2020 and 2019

Name	Fees earned or cash paid		Stock Awards			Option Awards		All other compensation		Total

Zalmi Duchman	$	—	$	—		$	—	$	—	$	—
Michael Finkelstein	$	—	$	156,750	⁽¹⁾	$	—	$	—	$	156,750
Michael Novielli	$	—	$	—		$	—	$	—	$	—

~~NOTE~~ (1) –The ~~ORGANIZATION~~Company ~~AND NATURE~~issued OFto ~~OPERATIONS~~Michael Finkelstein, an aggregate of 125,000 shares of common stock with grant date fair value of $156,750 for compensation as a member of the Board.

~~Home~~All ~~Bistro,~~directors ~~Inc.~~hold ~~(formerly~~office ~~known~~until asthe ~~Gratitude~~next ~~Health, Inc.)~~annual ~~(the~~meeting ~~“Company”) was incorporated in the State~~ of ~~Nevada~~shareholders onand ~~December~~until ~~17,~~their ~~2009.~~successors ~~Effective~~have ~~March~~been ~~23,~~duly ~~2018,~~elected ~~the~~and ~~Company changed its name from Vapir Enterprises Inc. to Gratitude Health~~qualified, ~~Inc.~~or Onuntil ~~September~~their ~~14,~~earlier ~~2020~~death, ~~the Company changed its name from Gratitude Health~~resignation, ~~Inc~~or removal. toOfficers ~~Home~~are ~~Bistro,~~elected ~~Inc.~~by ~~The Company is in the business of providing prepackaged~~ and ~~prepared~~serve ~~meals~~at ~~to consumers focused on offering a broad array of~~ the ~~highest~~discretion ~~quality meal delivery, and preparation services. The Company’s primary former operations were in the business~~ of ~~manufacturing, selling, and marketing functional RTD (Ready to Drink) beverages sold under~~ the ~~Company’s~~ ~~trademark (the “RTD Business”)~~board. ~~The RTD Business was disposed on September 25, 2020 as discussed below.~~

OnOur ~~April~~directors 7,are ~~2020~~reimbursed for expenses incurred by them in connection with attending board meetings, and at the ~~Board~~discretion of ~~Directors of~~ the ~~Company~~members ~~approved~~of the ~~increase~~Board ofmay ~~authorized~~receive shares of common stock or ~~from~~warrants ~~600,000,000~~as tocompensation ~~1,000,000,000~~for ~~(see~~serving ~~Note~~on ~~11)~~the Board.

~~On April 20~~Resignation, ~~2020~~Retirement, ~~the~~Other ~~Company~~Termination, ~~Fresh~~ ~~Market~~or ~~Merger~~Change Sub, Inc., a Delaware corporation and a newly created wholly-owned subsidiary of the Company (“Merger Sub”), and Home Bistro, Inc., a privately-held Delaware corporation formed on April 9, 2013, engaged in ~~the~~Control food preparation and home-delivery business (presently known as Home Bistro Holdings, Inc., a Nevada corporation) and now wholly-owned subsidiary of the Company (“Home Bistro Holdings”) (see Note 3), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, Merger Sub agreed to merge with and into Home Bistro Holdings, with Home Bistro Holdings becoming a wholly-owned subsidiary of the Company and the surviving corporation in the merger (the “Merger”). Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 3).Arrangements

OnWe ~~April~~do ~~20,~~not ~~2020,~~have ~~pursuant~~arrangements toin ~~the~~respect ~~terms~~ of ~~the~~remuneration received ~~Merger~~or ~~Agreement, Roy~~that G.may ~~Warren,~~be ~~Jr.,~~received ~~Mike~~by ~~Edwards,~~our ~~and~~executive ~~Bruce~~officers ~~Zanca~~to ~~resigned~~compensate assuch ~~directors~~officers ofin the ~~Company~~event ~~and~~of ~~Roy~~termination G.of ~~Warren,~~employment ~~Jr. resigned~~ (as ~~Chief~~a ~~Operating Officer of the Company. The resignations were not the~~ result of ~~any disagreement related to the Company’s operations~~resignation, ~~policies,~~ ~~or practices. Furthermore~~retirement, onchange ~~April~~of ~~20,~~control) ~~2020,~~or ~~Mr.~~a ~~Zalmi~~change ~~Duchman, the Chief Executive Officer~~ of ~~Home~~responsibilities ~~Bistro~~following ~~Holdings, Michael~~a ~~Finkelstein~~change ~~and Michael Novielli were appointed as directors~~ of ~~the Company~~control. ~~In addition, Mr. Duchman was appointed Chief Executive Officer.~~

The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger and approximately 51% of voting control. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business, this transaction was accounted for as a reverse recapitalization effected by a share exchange of Home Bistro Holdings. The consolidated financial statements are those of Home Bistro Holdings (the accounting acquirer) prior to the Merger and include the activity of the Company (the accounting acquiree) from the date of the Merger (see Note 3).43

OnSECURITY ~~September~~OWNERSHIP ~~14,~~OF ~~2020,~~CERTAIN ~~the Company filed~~BENEFICIAL ~~with~~OWNERS ~~the~~AND Secretary of State of the State of Nevada a Certificate of Amendment to its Articles of Incorporation to effect (i) a 1 for 31.993 reverse stock split of its common stock, par value $0.001 per share, with fractional shares rounding up to the nearest whole share (the “Reverse Stock Split”), and (ii) the change of the Company’s name from “Gratitude Health, Inc.” to “Home Bistro, Inc.”. All share and per-share data and amounts have been retroactively adjusted as of the earliest period presented in the consolidated financial statements to reflect the Reverse Stock Split (see Note 3).MANAGEMENT

OnThe ~~Sept.~~following ~~14,~~table ~~2020,~~sets ~~the~~forth ~~Financial~~certain ~~Industry~~information ~~Regulatory~~regarding ~~Authority~~beneficial ~~approved~~ownership ~~the~~of ~~Company’s~~our ~~symbol~~common ~~change~~stock ~~from~~as ~~“GRTD”~~of toSeptember ~~“HBIS”~~22, ~~effective twenty (20) business days from the approval date (see Note 3).~~2022:

On● ~~September 25, 2020, the Company entered into, and closed the transactions contemplated~~ by, ~~that~~each ~~certain Asset Purchase Agreement (the “Asset Purchase Agreement”)~~person, by ~~and among the Company, Gratitude Keto Holdings, Inc., a Florida corporation (the “Buyer”~~ or ~~“Gratitude~~group ~~Keto”), and the holder~~ of ~~250,000~~affiliated ~~of the Company’s issued and outstanding shares of Series B Preferred Stock~~persons, ~~$0.001~~known ~~par~~by ~~value~~us ~~per share (such stock, the “Series B Preferred Stock”, and such stockholder, the “Stockholder”). Pursuant~~ to ~~the~~own ~~Asset~~beneficially ~~Purchase~~5% ~~Agreement,~~or ~~among~~more ~~other things, the Company agreed to sell to the Buyer all~~ of ~~the~~any ~~Company’s~~class business, assets and properties used, or held or developed for use, in its functional RTD Business, and the Buyer agreed to assume certain debts, obligations and liabilities related to the RTD Business. Furthermore, in connection with the Asset Purchase Agreement, the Buyer returned the 250,000 shares of ~~Series~~our Bvoting ~~Preferred~~securities; ~~Stock~~● ~~held~~ by ~~the~~our ~~Stockholder~~named ~~which~~executive ~~was~~officer; ~~then~~● ~~cancelled~~ by ~~the~~each ~~Company upon return. As a result, the Company has no outstanding shares~~ of ~~preferred~~our ~~stock.~~directors; ~~Additionally, the RTD Business activities were reclassified~~ and ~~reported~~● asby ~~part of “discontinued operations” for~~ all ~~periods~~our ~~presented~~current onexecutive ~~the~~officers consolidated statements of operations. In addition, the Company assumed an accounts payable liability in the amount of $14,000 related to accounting expenses of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for the accounting expenses in amount of $14,000, of which $7,000 was payable in cash and ~~the~~directors ~~balance~~as ~~in form of~~ a ~~promissory~~ ~~note dated September 25, 2020 in the amount of $7,000~~group. ~~The promissory note bears an interest rate of 5% per annum, matures on April 25, 2021 and is payable in monthly installments of $1,000 commencing on October 25, 2020 through maturity (see Note 3).~~

~~F-8~~As of September 22, 2022, there were 44,373,755 shares of common stock issued and outstanding.

~~HOME~~Beneficial ~~BISTRO~~ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of common stock subject to stock options, ~~INC~~convertible notes and debentures and warrants that are currently exercisable or convertible, or exercisable or convertible within 60 days of September 22, 2022, are deemed to be outstanding for purposes of computing the percentage ownership of that person but are not treated as outstanding for computing the percentage ownership of any other person. ~~AND~~Unless ~~SUBSIDIARY~~indicated below, the ~~NOTES~~persons TOand ~~CONSOLIDATED~~entities ~~FINANCIAL~~named ~~STATEMENTS~~in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

~~December~~Except 31as otherwise indicated, ~~2020~~the ~~and~~address ~~2019~~of each stockholder is c/o Home Bistro, Inc., 4014 Chase Avenue, #212 Miami Beach, FL 33140.

The ongoing COVID-19 global and national health emergency has caused significant disruption in the international and United States economies and financial markets. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The spread of COVID-19 has caused illness, quarantines, cancellation of events and travel, business and school shutdowns, reduction in business activity and financial transactions, labor shortages, supply chain interruptions and overall economic and financial market instability. The COVID-19 pandemic has the potential to significantly impact the Company’s supply chain, food manufacturers, distribution centers, or logistics and other service providers. Additionally, the Company’s service providers and their operations may be disrupted, temporarily closed or experience worker or meat or other food shortages, which could result in additional disruptions or delays in shipments of Home Bistro’s products. To date, the Company has been able to avoid layoffs and furloughs of employees. The Company is not able to estimate the duration of the pandemic and potential impact on the business if disruptions or delays in shipments of product occur. To date, the Company is not aware of any such disruptions. In addition, a severe prolonged economic downturn could result in a variety of risks to the business, including weakened demand for product and a decreased ability to raise additional capital when needed on acceptable terms, if at all. As the situation continues to evolve, the Company will continue to closely monitor market conditions and respond accordingly. The Company has applied for and received certain financial assistance under the Coronavirus, Aid, Relief, and Economic Security Act (“CARES Act”) enacted in March 2020 by the U.S. Government in response to COVID-19 (see Note 6).

Name of Beneficial Owner	Beneficial Ownership⁽¹⁾		Percentage of Class⁽¹⁾
Officers and Directors
Zalmi Duchman ⁽²⁾		10,710,148		24.1	%
Michael Finkelstein ⁽³⁾		279,141		*
Michael Novielli ⁽⁴⁾		5,980,986		13.5	%
Camille May		1,254,155		2.8	%
Danika Brysha		1,254,155		2.8	%
All officers/directors as a group (5 persons)		19,478,585		43.9	%

Other 5% Stockholders:
The Hewlett Fund LP ⁽⁵⁾		5,337,244		12.0	%

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

*	Less than 1%.

(1)	The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of September 22, 2022, through the exercise of any stock warrants or other rights. As of September 22, 2022, 44,373,755 shares of the Company’s common stock were outstanding.

(2)	Includes 8,610,148 shares of common stock held by Fresh Brands LLC. (“Fresh Brands”). Mr. Duchman and his wife own 100% of the membership interests in Fresh Brands in tenancy-by-entirety, and accordingly, Mr. Duchman has shared voting power and shared dispositive power over such shares. Also, includes 2,100,000 shares of common stock issuable upon exercise of warrants, directly owned by Mr. Duchman, exercisable within 60 days of September 22, 2022.

Basis of Presentation and Principles of Consolidation

(3)	Includes 115,066 shares of common stock owned by Whalehaven Capital Fund Ltd. Mr. Finkelstein is the Managing Partner of Whalehaven Capital Fund Ltd and thus has sole voting and sole dispositive power over such shares. Also includes 164,075 shares of common stock directly owned by Mr. Finkelstein.

(4)	Includes 934,516 shares of common stock owned by Dutchess Capital Partners LLC (“DCP”), an entity of which Mr. Novielli is the sole managing partner and has sole voting and dispositive control over the common stock it owns and 216,667 shares of common stock owned by Dutchess Capital Growth Fund LP. Also includes 100,000 shares of common stock directly owned by Mr. Novielli and 1,766,896 shares of common stock issuable upon exercise of warrants owned by DCP and 2,962,907 shares of common stock issuable upon exercise of warrants, owned by Dutchess Strategic Fund, LLC, exercisable within 60 days of September 22, 2022.

(5)	Includes 5,187,244 shares of common stock issuable upon exercise of warrants, owned by The Hewlett Fund LP, exercisable within 60 days of September 22, 2022.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with Regulation S-X of the Securities and Exchange Commission (the “SEC”). The consolidated financial statements present the consolidated financial statements of the Company and Home Bistro Holdings, Inc., its wholly owned subsidiary for the years ended December 31, 2020 and 2019. All intercompany transactions and balances have been eliminated.44

~~Going~~Change ~~Concern~~in Control

~~The~~There ~~financial~~are ~~statements~~no ~~have~~present ~~been~~arrangements ~~prepared~~known onto ~~a going concern basis, which contemplates~~ the ~~realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements~~Company, ~~for~~including ~~the year ended December 31, 2020, the Company had net loss~~any ~~and~~pledge ~~cash~~by ~~used~~any inperson ~~operations~~ of ~~$1,241,661 and $273,817, respectively. As of December 31, 2020,~~ the Company ~~had an accumulated deficit, stockholders~~’s ~~deficit~~securities, ~~and~~the ~~working~~operation ~~capital deficit~~ of ~~$6,333,389,~~which ~~$1,914,994~~may ~~and~~at ~~$466,178, respectively. These factors raise substantial doubt about the Company’s ability to continue as~~ a ~~going~~subsequent ~~concern for a period of twelve months from the issuance~~ date ofresult ~~this~~in ~~report.~~a ~~The~~change ~~Company’s primary source of operating funds~~ in ~~2020 was primarily from third-party advances and~~control ~~proceeds~~of ~~from convertible notes payable and note payables. The Company has experienced net losses from operations since inception but expects these conditions to improve in~~ the ~~near term and beyond as it develops its business model~~Company.

~~Management~~CERTAIN ~~cannot~~RELATIONSHIPS ~~provide~~AND ~~assurance~~RELATED that the Company will ultimately achieve profitable operations or become cash flow positive or raise additional debt and/or equity capital. Management believes that the Company’s capital resources are not currently adequate to continue operating and maintaining its business strategy for a period of twelve months from the issuance date of this report. If the Company is unable to raise additional capital or secure additional lending in the near future, management expects that the Company will need to curtail or cease operations. These consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.TRANSACTIONS

~~Use~~Related ofParty ~~Estimates~~Transactions

The ~~preparation~~following ofis ~~the~~a ~~financial~~description ~~statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets and~~each ~~liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the~~transaction ~~reported~~since ~~amounts~~January ~~of revenues and expenses during the reporting period. Actual results could differ from these estimates. Significant estimates as of December 31~~1, 2020 and ~~2019~~each ~~include~~currently ~~the~~proposed ~~assumptions~~transaction ~~used~~ in the redemption recognition method for unredeemed gift cards, collectability of note receivable, estimates of current and deferred income taxes and deferred tax valuation allowances, valuation of derivative liabilities, and the fair value of non-cash equity transactions.which:

~~Cash~~● ~~and~~we ~~Cash~~are, ~~Equivalents~~have been or will be a participant;

~~For~~● ~~purposes of~~ the ~~statements~~amount ofinvolved ~~cash flows,~~exceeded the ~~Company~~lesser ~~considers all highly liquid instruments with a maturity~~ of ~~three~~$120,000 ~~months~~ or ~~less~~one atpercent of the ~~purchase~~average ~~date and money market accounts to be cash equivalents. As~~ of ~~December~~our ~~31,~~total ~~2020~~assets ~~and~~at ~~2019,~~year-end for the ~~Company~~last ~~did~~two ~~not~~completed ~~have~~fiscal ~~any~~years; ~~cash equivalents.~~and

~~The~~● ~~Company~~any ~~maintains~~of ~~its~~our ~~cash~~directors, inexecutive ~~bank and~~officers ~~financial~~or ~~institution~~holders ~~deposits~~of ~~that~~more atthan ~~times~~5% ~~may exceed federally insured limits. As~~ of ~~December~~our ~~31, 2020, the balance~~ outstanding ~~was~~ incapital ~~excess~~stock, ofor ~~FDIC~~any ~~insured~~immediate ~~levels~~family bymember ~~approximately $197~~of,~~000.~~ Asor ofperson ~~December~~sharing ~~31, 2019,~~ the ~~balance~~household ~~outstanding~~with, ~~was~~any ~~not in excess~~ of ~~FDIC~~these ~~insured~~individuals ~~levels. The~~or ~~Company~~entities, ~~has~~had ~~not~~or ~~experienced~~will ~~any~~have ~~losses~~a indirect ~~such~~or ~~accounts~~indirect ~~through~~material ~~December 31, 2020~~interest.

~~F-9~~Our current policy with regard to related party transactions is for the Board as a whole to approve any material transactions involving our directors, executive officers or holders of more than 5% of our outstanding capital stock.

~~HOME~~On ~~BISTRO~~September 25, ~~INC~~2020, pursuant to the Asset Purchase Agreement, the Company agreed to sell all of the Company’s business, assets and properties used, or held or developed for use, in its RTD Business, and Gratitude Keto Holdings, Inc., ~~AND~~agreed ~~SUBSIDIARY~~to assume certain debts, obligations and liabilities related to the RTD Business. ~~NOTES~~The TOAsset ~~CONSOLIDATED~~Purchase ~~FINANCIAL~~Agreement ~~STATEMENTS~~was intended to be part of the Merger and in effect transferred the RTD Business and the related assets and liabilities to Gratitude Keto, whose CEO, Roy Warren Jr., formerly served as a director of and Chief Operating Officer of the Company. The Company assumed an accounts payable liability in the amount of $14,000 related to accounting expense of the RTD Business for a period prior to the Merger. Pursuant to the Asset Purchase Agreement, the Buyer reimbursed the Company for accounting expenses in amount of $14,000 incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000. The promissory note had an interest rate of 5% per annum, matured on April 25, 2021 and was payable in monthly installments of $1,000 commencing on October 25, 2020 through April 25, 2021. As of December 31, 2020, $5,000 remained due on the promissory note. The Company received the $7,000 cash portion of the consideration as of December 31, 2020 and the promissory note has since been satisfied in full.

The Company utilizes the shipping carrier account of a related entity owned by an LLC affiliated with Zalmi Duchman, the Company’s CEO, for its inbound and outbound shipping needs. The related entity bills the Company for the direct cost of the shipping charges plus a 20% fee. The total amount incurred and paid to the related entity during the ten months ended October 31, 2021 was $153,165 and was $117,310 for the year ended December 31, 2020, which is included in cost of goods sold on the statement of operations. There were no amounts due to this related party for these services as of October 31, 2021 and ~~2019~~December 31, 2020.

~~Fair~~On ~~Value~~March 30, 2021, the Company entered into a Securities Purchase Agreement with Dutchess Capital Growth Fund LP (“Dutchess Growth Fund”). Michael Novielli, a Board member, is a managing partner of ~~Financial~~Dutchess ~~Instruments~~Capital Growth Fund’s general partner. Pursuant to such agreement, the Company issued (i) a convertible note with principal amount of $110,000 with the Company receiving $100,000 in net proceeds, net of $10,000 of OID recorded as a debt discount to be amortized over the twelve-month term of the note; (ii) 50,000 shares of common stock, subject to a true-up based upon the trading price of the common stock and ~~Fair~~ownership ~~Value~~limitations; ~~Measurements~~and (iii) a warrant to purchase up to 50,000 shares of common stock at an exercise price of $2.50. During the ten months ended October 31, 2021, the Company fully paid all amounts outstanding under the convertible note.

~~FASB~~On ~~ASC~~October ~~820~~1, ~~- Fair Value Measurements and Disclosures~~2021, ~~defines fair value as~~ the ~~price~~Company ~~that~~and ~~would~~Michael beNovielli, through ~~received~~DCP, toentered ~~sell~~into ~~an asset or paid to transfer~~ a ~~liability~~consulting inagreement ~~an orderly~~which ~~transaction~~has ~~between~~been ~~market~~extended ~~participants~~by atagreement of the ~~measurement date~~Parties. ~~FASB~~Michael ~~ASC~~Novielli ~~820~~currently ~~requires~~serves as ~~disclosures~~a ~~about~~member ~~the fair value~~ of ~~all~~the ~~financial~~Board ~~instruments,~~and ~~whether~~is orthe ~~not~~sole ~~recognized,~~managing ~~for~~partner ~~financial~~of ~~statement purposes~~DCP. ~~Disclosures~~Pursuant ~~about~~to the ~~fair~~consulting ~~value~~agreement, ~~of financial~~DCP ~~instruments~~received ~~are~~warrants ~~based on pertinent information available~~ to ~~the Company on December 31~~purchase 1, ~~2020. Accordingly~~000, ~~the estimates~~000 ~~presented~~shares inof ~~these~~common ~~financial~~stock ~~statements~~for ~~are~~services ~~not~~rendered. ~~necessarily~~Such ~~indicative~~warrant ofvested ~~the~~upon ~~amounts~~issuance, ~~that~~has ~~could~~an beexercise ~~realized~~price ~~on disposition~~ of ~~the~~ ~~financial instruments~~$0.001 and ~~FASB~~an ~~ASC~~expiration date ~~820 specifies a hierarchy~~ of ~~valuation~~October ~~techniques~~1, ~~based on whether the inputs to those valuation techniques are observable or unobservable~~2026. ~~Observable~~In ~~inputs reflect market data obtained from independent sources~~addition, ~~while~~under ~~unobservable inputs reflect market assumptions. The hierarchy gives~~ the ~~highest~~consulting ~~priority~~agreement, toDCP ~~unadjusted~~receives ~~quoted~~$10,000 per ~~prices~~month, payable in ~~active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement)~~cash.

~~The three levels of the fair value hierarchy are as follows:~~45

~~Level~~Director 1—Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2—Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3—Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.Independence

~~The~~Currently, ~~carrying~~we ~~amounts~~have ~~reported~~one independent indirector. Because our common stock is not currently listed on a national securities exchange, we have used the ~~consolidated~~definition ~~balance~~of ~~sheets~~“independence” ~~for~~of ~~cash,~~The ~~due~~NASDAQ ~~from~~Stock ~~and~~Market to ~~related~~make ~~parties,~~this ~~prepaid~~determination. ~~expenses,~~NASDAQ ~~accounts~~Listing ~~payable~~Rule ~~and~~5605(a)(2) ~~accrued~~provides ~~liabilities~~that ~~approximate~~an “independent ~~their~~director” ~~fair~~is ~~market~~a ~~value~~person ~~based~~other onthan an officer or employee of the ~~short-term~~company ~~maturity~~or any other individual having a relationship which, in the opinion of ~~these~~the ~~instruments~~company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent if:

~~Assets~~● orthe ~~liabilities~~director ~~measured~~is, ~~at fair value~~ or aat ~~recurring~~any ~~basis~~time ~~included~~during ~~embedded~~the ~~conversion~~past ~~options~~three inyears ~~convertible~~was, ~~debt~~an ~~(see~~employee ~~Note~~of 4)the ~~and were as follows at December 31, 2020:~~Company;

	At December 31, 2020
Description	Level 1		Level 2		Level 3
Derivative liabilities	$	—	$	—	$	180,029

●

the director or a family member of the director accepted any compensation from the Company in excess of $120,000 during any period of 12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including, among other things, compensation for board or board committee service);

A● ~~roll~~a ~~forward~~family member of the ~~level~~director 3is, ~~valuation financial~~or ~~instruments~~at isany astime ~~follows:~~during the past three years was, an executive officer of the Company;

	For the Year Ended December 31, 2020
Balance at beginning of year	$	—
Initial valuation of derivative liabilities included in debt discount		212,344
Change in fair value of derivative liabilities		(32,315	)
Balance at end of year	$	180,029

●

the director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to which the Company made, or from which the Company received, payments in the current or any of the past three fiscal years that exceed 5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions);

~~There~~● ~~were~~the nodirector ~~assets~~ or ~~liabilities~~a ~~measured at~~family ~~fair~~member ~~value~~of the director is employed as an executive officer of ~~December~~an 31entity where, ~~2019.~~at any time during the past three years, any of the executive officers of the Company served on the compensation committee of such other entity; or

~~ASC~~● ~~825-10~~the ~~“Financial~~director ~~Instruments” allows~~or ~~entities~~a tofamily ~~voluntarily~~member ~~choose~~of tothe ~~measure~~director ~~certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and~~ is ~~irrevocable unless~~ a ~~new~~current ~~election~~partner ~~date~~of ~~occurs. If~~ the ~~fair~~Company’s ~~value~~outside ~~option is elected for an instrument~~auditor, ~~unrealized~~or ~~gains~~at ~~and~~any ~~losses~~time ~~for~~during ~~that~~the ~~instrument~~past ~~should~~three beyears ~~reported~~was ina ~~earnings at~~partner ~~each~~or ~~subsequent~~employee ~~reporting~~of ~~date.~~the ~~The~~ Company’s ~~did~~outside ~~not~~auditor, ~~elect~~and towho ~~apply~~worked on the ~~fair~~company’s ~~value option to any outstanding equity instruments.~~audit

~~Derivative Liabilities~~46

~~The~~DESCRIPTION ~~Company~~OF has certain financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of those contracts qualify as derivatives to be separately accounted for in accordance with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of any derivatives be recorded at fair value at issuance and marked-to-market at each balance sheet date. In the event that the fair value is recorded as a liability, as is the case with the Company, the change in the fair value during the period is recorded as either other income or expense. Upon conversion, exercise or repayment, the respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense as part of gain or loss on debt extinguishment.SECURITIES

~~F-10~~Authorized Capital Stock

~~HOME~~The ~~BISTRO~~authorized capital of the Company consists of [●] shares of common stock, ~~INC~~par value $0.001 ~~AND~~per ~~SUBSIDIARY NOTES~~share TOand ~~CONSOLIDATED~~20,000,000 ~~FINANCIAL~~shares ~~STATEMENTS~~of preferred stock, par value $0.001 per share.

~~December~~Common ~~31, 2020 and 2019~~Stock

InThe ~~July~~holders ~~2017,~~of ~~FASB~~Common ~~issued~~Stock ~~ASU~~are ~~No.~~entitled ~~2017-11,~~to ~~Earnings~~one vote ~~Per~~per ~~Share (Topic~~share ~~260);~~on ~~Distinguishing~~all ~~Liabilities~~matters ~~from~~submitted ~~Equity~~to ~~(Topic~~a ~~480);~~vote ~~Derivatives~~of ~~and~~shareholders, ~~Hedging~~including ~~(Topic~~the ~~815):~~election ~~(Part~~of I)directors. ~~Accounting~~There ~~for~~is ~~Certain~~no right to cumulate ~~Financial~~votes ~~Instruments~~in ~~with~~the ~~Down~~election ~~Round~~of ~~Features~~directors. ~~These~~The ~~amendments~~holders ~~simplify~~of ~~the~~Common ~~accounting~~Stock ~~for~~are ~~certain~~entitled ~~financial~~to ~~instruments~~any ~~with down-round~~dividends ~~features.~~that ~~The~~may ~~amendments~~be ~~require~~declared ~~companies~~by tothe ~~disregard~~board ~~the~~of ~~down-round~~directors out ~~feature~~of ~~when~~funds ~~assessing~~legally ~~whether~~available ~~the~~for ~~instrument is~~payment ~~indexed~~of dividends subject to ~~its~~the ~~own~~prior ~~stock,~~rights ~~for~~of ~~purposes~~holders of ~~determining~~preferred ~~liability~~stock orand ~~equity~~any ~~classification~~contractual restrictions we have against the payment of dividends on Common Stock. ~~For~~In ~~public~~the ~~business~~event ~~entities~~of our liquidation or dissolution, ~~the~~holders of Common ~~amendments~~Stock are entitled to share ratably in ~~Part~~all Iassets remaining after payment of liabilities and the ~~ASU~~liquidation ~~are~~preferences ~~effective~~of ~~for~~any ~~fiscal~~outstanding shares ~~years,~~of ~~and~~preferred ~~interim~~stock. ~~periods~~Holders ~~within~~of ~~those~~Common ~~fiscal~~Stock ~~years,~~have ~~beginning~~no preemptive ~~after~~rights and have no right to convert their Common Stock ~~December~~into ~~15,~~any ~~2018~~other securities.

~~Revenue~~Reverse ~~Recognition~~Stock Split

~~The~~On ~~Company’s~~October ~~revenues~~27, ~~consist~~2022, ofthe ~~high~~Board ~~quality,~~filed ~~direct-to-consumer,~~a Certificate ~~ready-made~~of ~~meals~~Change ~~that~~pursuant ~~can~~to beNevada ~~ordered~~Revised byStatutes ~~customers~~78.207 ~~through~~with ~~www.homebistro.com,~~the ~~and~~Nevada ~~restaurant~~Secretary ~~quality~~of ~~meats~~State ~~and~~to ~~seafood~~effect ~~through its~~the ~~Colorado~~Reverse ~~Prime~~Stock ~~Brand.~~Split ~~Revenues~~and ~~from~~the proportional decrease of the Company’s ~~ready-made~~authorized ~~meals~~shares ~~are~~of ~~recognized~~Common ~~when~~Stock in connection with the ~~product~~offering isand ~~delivered~~our tointended ~~the~~listing of our Common ~~customer~~Stock ~~and~~on ~~title~~The ~~has~~Nasdaq ~~transferred,~~Capital itMarket. isNo atshareholder ~~this~~vote ~~point~~was inrequired ~~time~~to ~~that~~authorize the ~~Company’s~~Reverse ~~performance~~Stock ~~obligations~~Split. ~~have~~However, ~~been~~we ~~completed.~~cannot guarantee ~~Product~~that ~~sales~~The ~~are~~Nasdaq ~~recorded~~Stock ~~net~~Market ofwill ~~any~~approve ~~discounts~~our orinitial ~~allowances~~listing ~~and~~application ~~include~~for ~~shipping~~our ~~charges~~Common Stock in connection with the Reverse Stock Split.

~~Customers~~No ~~can~~fractional ~~purchase~~shares ~~gift~~were ~~cards~~issued ~~via~~in connection ~~phone~~with ~~or online through~~ the ~~Company’s~~Reverse ~~e-commerce~~Stock ~~website.~~Split ~~Gift card purchases are initially recorded as unredeemed gift card liabilities~~ and ~~are~~all ~~recognized~~such asfractional ~~product~~interests ~~sales~~were ~~upon~~rounded ~~redemption.~~up ~~Historically,~~to the ~~majority~~nearest ofwhole ~~gift~~number ~~cards~~of ~~are~~shares ~~redeemed within two years~~ of ~~issuance.~~Common ~~The Company does not charge administrative fees on unused gift cards, and its gift cards do not have an expiration date~~Stock.

~~Based~~Preferred on historical redemption patterns, a portion of issued gift cards are not expected to be redeemed (breakage). The Company uses the redemption recognition method for recognizing breakage related to unredeemed gift cards for which it has sufficient historical redemption information. Under the redemption recognition method, breakage revenue is recorded in proportion to, and over the time period gift cards are actually redeemed. The estimated breakage rate is based on historical issuance and redemption patterns and is re-assessed by the Company on a regular basis. At least three years of historical data, which is updated annually, is used to estimate redemption patterns. Breakage revenue is included in product sales and the Company recorded $17,114 and nil for the years ended December 31, 2020 and 2019, respectively (see Note 9).Stock

~~Cost~~On March 19, 2018, the Company designated 520,000 shares of ~~Sales~~ Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), and 500,000 shares of Series B Preferred Stock, par value $0.001 per share (“Series B Preferred Stock”). On August 1, 2018, the Company designated 1,000 shares of Series C Preferred Stock, par value $0.001 per share (“Series C Preferred Stock”). In October 2018, the Board approved and authorized an amendment to increase the number of designated authorized shares of the Series C Preferred Stock to 2,500 shares. As of September 22, 2022, there are no outstanding shares of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock.

~~The~~Series ~~Company’s~~A ~~policy~~Preferred is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In additional, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 13) was also included in cost of sales.Stock

~~Shipping~~Each ~~and~~share ~~handling~~of ~~costs~~Series ~~incurred~~A ~~for~~Preferred Stock is convertible ~~product~~into ~~shipped~~shares toof ~~customers~~Common ~~are~~Stock ~~included~~with ina ~~cost~~stated value of ~~sales~~$10 ~~and~~per ~~amounted~~share toof ~~$873,289~~Series A Preferred Stock and conversion price of $~~499~~0.04 per share,~~396~~ subject ~~for~~to adjustment in the ~~years~~event ~~ended~~of ~~December 31~~stock split, ~~2020~~stock dividends, and ~~2019,~~recapitalization ~~respectively~~or otherwise. ~~Shipping~~The ~~and~~holders ~~handling~~of ~~costs~~the ~~charged~~Series toA ~~customers~~Preferred Stock do not possess any voting rights. The Series A Preferred Stock does not contain any redemption provision. The Series A Preferred Stock are ~~included~~entitled to receive in ~~product~~cash ~~sales~~out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, ~~net~~an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing.

~~Stock-Based Compensation~~47

~~Stock-based~~Series ~~compensation~~B isPreferred ~~accounted for based on the requirements of ASC 718 – “Compensation–~~Stock Compensation”, which requires recognition in the financial statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.

~~Advertising~~Each ~~costs~~share of Series B Preferred Stock is convertible into shares of Common Stock with a stated value of $10 per share of Series B Preferred Stock and conversion price of $0.04 per share, subject to adjustment in the event of stock split, stock dividends, and recapitalizations or otherwise. The Series B Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the Stated Value plus any accrued and unpaid dividends thereon and any other fees due and owing. Holders of Series B Preferred Stock voting as a single class, in the aggregate, are entitled to vote with all voting securities of the Company on all matters submitted to the holders of voting securities for vote with the holders of the Series B Preferred Stock entitling the holder thereof to cast that number of votes equal to the number of shares of Common Stock issued and outstanding eligible to vote, at the time of the respective vote plus the number of votes which all other series, or classes of securities are entitled to cast together with the holders of Common Stock at the time of the relevant vote plus one additional share of Common Stock. Solely with respect to matters of the Company’s capitalization and similar matters upon which stockholders are entitled to vote or to which stockholders are entitled to give consent, the holders of the outstanding shares of Series B Preferred Stock shall vote together with the holders of Common Stock without regard to class, except as to those matters on which separate class voting is required by applicable law or the Certificate of Incorporation or bylaws.

~~The~~Series ~~Company~~C ~~participates~~Preferred in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $226,428 and $57,067, for the years ended December 31, 2020 and 2019, respectively, and are presented on the accompanying consolidated statement of operations as selling and marketing expenses.Stock

~~Income~~Each ~~Taxes~~share of Series C Preferred Stock is convertible into shares of Common Stock with a stated value of $200 per share of Series C Preferred Stock and conversion price of $0.04 per share, subject to adjustment in the event of stock split, stock dividends, subsequent equity sales with lower effective price, and recapitalization or otherwise. The Series C Preferred Stock votes with the Common Stock on a fully as converted basis. The Series C Preferred Stock does not contain any redemption provision. The Series C Preferred Stock are entitled to receive in cash out of assets of the Company before any amounts shall be paid to the holders of any of shares of junior stock, an amount equal to the stated value plus any accrued and unpaid dividends thereon and any other fees due and owing.

~~The~~Transfer ~~Company~~Agent ~~accounts for income taxes using the liability method prescribed by ASC 740 - Income Taxes. Under this method, deferred tax assets~~ and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.Registrar

FThe Company’s transfer agent, Nevada Agency and Transfer Company, will serve as transfer agent to maintain stockholder information on a book-11entry basis. We will not issue shares in physical or paper form. Instead, our shares will be recorded and maintained on our stockholder register.

~~HOME BISTRO, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~48

~~December~~INDEX ~~31,~~TO ~~2020~~CONSOLIDATED ~~and~~FINANCIAL ~~2019~~STATEMENTS

InAudited ~~December~~Financial ~~2019,~~Statements the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes.” This guidance, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of ~~deferred~~Home tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislationBistro, ~~aligning the timing of recognition of the effects from enacted~~ ~~tax law changes on the effective income tax rate with the effects on deferred income tax assets and liabilities~~Inc. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. ASU 2019-12 is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. On December 31, 2020, the Company early adopted ASU 2019-12 and its adoption did not have any material impact on the Company’s financial statements.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. For the year ended December 31, 2020, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

Consolidated Balance Sheets - As of July 31, 2022 (unaudited) and October 31, 2021 (unaudited)
Consolidated Statements of Operations for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)
Consolidated Statements of Changes in Stockholders’ Equity for the Three and Nine Months Ended July 31, 2022 and 2021 (unaudited)
Consolidated Statements of Cash Flows for the Nine Months Ended July 31, 2022 and 2021 (unaudited)
Notes to Financial Statements (unaudited)	F-3

Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of October 31, 2021 and December 31, 2020	F-39
Consolidated Statement of Operations for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-40
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-41
Consolidated Statement of Cash Flows for the Transition Period Ended October 31, 2021 and Year Ended December 31, 2020	F-42
Notes to Consolidated Financial Statements	F-43

~~Basic and Diluted Loss Per Share~~F-1

~~Pursuant~~July ~~to ASC 260-10-45~~31, ~~basic~~2022 ~~loss per~~and ~~common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the~~October ~~periods~~31, ~~presented. Diluted loss per share is computed by dividing net loss by the weighted average number of shares of common stock~~2021, ~~common stock equivalents and potentially dilutive securities outstanding during~~ the ~~period.~~Company ~~Potentially~~did ~~dilutive~~not ~~common shares~~have ~~consist~~any ofcash ~~common stock issuable for stock options and stock warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock~~ equivalents ~~may be dilutive in the future~~.

The ~~potentially~~Company ~~dilutive~~maintains ~~common~~its ~~stock equivalents~~cash asin ofbank ~~December~~and ~~31,~~financial institution ~~2020~~deposits ~~and~~that ~~2019~~at ~~were~~times ~~excluded~~may ~~from~~exceed ~~the~~federally ~~dilutive~~insured ~~loss~~limits. ~~per~~As ~~share~~of ~~calculation~~July as31, ~~they~~2022 ~~would~~and beOctober ~~antidilutive due~~31, to2021, the ~~net~~bank ~~loss.~~balance ~~The~~was in ~~following~~excess ~~were~~of ~~the~~FDIC ~~computation~~insured oflevels ~~diluted~~by ~~shares~~approximately ~~outstanding~~$0 and in$2,025,000, ~~periods~~respectively. ~~where~~The ~~the~~ Company has anot ~~net loss,~~experienced ~~all~~any ~~dilutive~~losses ~~securities~~in ~~are~~such accounts ~~excluded~~through July 31, 2022.

	December 31, 2020		December 31, 2019
Common Stock Equivalents:
Stock Options		60,638		—
Stock Warrants		11,278,211		—
Convertible Debt		589,704		—
Total		11,928,553		—

Fair Value of Financial Instruments and Fair Value Measurements

~~Concentration~~FASB ~~Risk~~ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to the Company on July 31, 2022. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).

The Company purchased approximately 100% of its food products from two vendors during the year ended December 31, 2020 (approximately 74% and 26%) and 2019 (approximately 79% and 31%). The Company is not obligated to purchase from these vendors and, if necessary, there are other vendors from which the Company can purchase food products. As of December 31, 2020 and 2019, the Company had accounts payable balance of $0 and $F-2~~,103, respectively, to these vendors.~~

~~Recent~~HOME ~~Accounting~~BISTRO, ~~Pronouncements~~INC. AND SUBSIDIARIES

~~Management~~CONDENSED ~~does~~NOTES ~~not~~TO ~~believe~~UNAUDITED ~~that~~CONSOLIDATED ~~any recently~~FINANCIAL ~~issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.~~STATEMENTS

~~NOTE~~JULY 331, ~~– REVERSE RECAPITALIZATION OF HOME BISTRO HOLDINGS AND DISPOSAL OF THE DISCONTINUED OPERATIONS OF THE RTD BUSINESS~~2022

~~Home~~The ~~Bistro,~~three ~~Inc.~~levels ~~was formed on April 9, 2013 as a Delaware corporation, under the name DineWise, LLC. On December 1, 2014, it underwent a statutory conversion filed under Section 8-265~~ of the ~~Delaware~~fair ~~Code~~value tohierarchy ~~convert from a limited liability company to a corporation and changed its name to Home~~are ~~Bistro,~~as ~~Inc.~~follows:

OnLevel ~~September~~1—Inputs ~~22,~~are ~~2020,~~unadjusted ~~Home~~quoted ~~Bistro,~~prices ~~Inc. filed~~in aactive ~~Certificate~~markets offor ~~Conversion~~identical ~~under~~assets ~~Section~~or ~~266 of~~liabilities available at the ~~Delaware~~measurement ~~General~~date. ~~Corporation~~Level ~~Law~~2—Inputs toare ~~convert~~unadjusted ~~its~~quoted ~~state~~prices offor ~~domicile from~~similar ~~Delaware~~assets toand ~~Nevada~~liabilities in active markets, quoted prices for identical or similar assets and ~~simultaneously~~liabilities ~~filed~~in anmarkets ~~Articles~~that ofare ~~Conversion~~not ~~Nevada~~active, ~~Secretary~~inputs ofother ~~State~~than ~~for~~quoted ~~the~~prices ~~same~~that are observable, and ~~changed its~~inputs ~~name~~derived from ~~Home~~or ~~Bistro,~~corroborated ~~Inc~~by observable market data. (Level 3—Inputs are unobservable inputs which reflect the ~~now~~reporting ~~wholly-owned~~entity’s ~~subsidiary~~own ofassumptions on what assumptions the ~~Company)~~market toparticipants ~~Home~~would ~~Bistro~~use ~~Holdings,~~in ~~Inc.,~~pricing ~~each~~the ~~effective as~~asset ofor ~~September~~liability ~~30,~~based ~~2020~~on the best available information.

FThe carrying amounts reported in the consolidated balance sheets for cash, due from and to related parties, prepaid expenses, accounts payable and accrued liabilities approximate their fair market value based on the short-12term maturity of these instruments.

~~HOME~~Assets ~~BISTRO,~~or ~~INC.~~liabilities ~~AND~~measured ~~SUBSIDIARY~~at fair value on ~~NOTES~~a TOrecurring ~~CONSOLIDATED~~basis ~~FINANCIAL~~include ~~STATEMENTS~~embedded conversion options in convertible debt (see Note 4) and were as follows on July 31, 2022 and October 31, 2021:

December 31, 2020 and 2019

	July 31, 2022						October 31, 2021
Description	Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Derivative liabilities	$	—	$	—	$	153,206	$	—	$	—	$	86,884

~~Home~~A ~~Bistro~~roll ~~manufactures,~~forward ~~packages,~~of ~~and sells, direct-to-consumer, gourmet meals under~~ the ~~Home~~level ~~Bistro~~3 ~~brand~~valuation ~~and markets restaurant quality meats and seafood under the Prime Chop and Colorado Prime~~financial ~~brands.~~instruments ~~The~~is ~~Company’s~~as meals are freshly prepared, flash-frozen, to preserve freshness, and packaged in its facility located in Miami, Florida. Home Bistro meals are ordered on-line and delivered to consumers in containers designed to keep the products frozen during transport. Orders for restaurant quality meats and seafood through the Company’s Prime Chop and Colorado Prime brands are processed through a third-party co-packer based in North Carolina who fulfills and ships customer orders.follows:

Agreement and Plan of Merger

	Nine Months Ended July 31, 2022
	(Unaudited)
Balance on October 31, 2021	$	86,884
Increase in derivative liabilities included in debt discount		122,177
Change in fair value of derivative liabilities		(55,855	)
Balance on July 31, 2022	$	153,206

OnASC ~~April~~825-10 ~~20,~~“Financial ~~2020,~~Instruments” allows ~~the~~entities ~~Company,~~to ~~Fresh Market~~voluntarily ~~Merger~~choose ~~Sub,~~to ~~Inc.,~~measure acertain ~~Delaware~~financial ~~corporation~~assets and aliabilities ~~newly~~at ~~created~~fair ~~wholly-owned~~value ~~subsidiary~~(fair ofvalue ~~the~~option). ~~Company,~~The ~~also referred to herein~~fair asvalue ~~Merger~~option ~~Sub,~~may ~~and~~be ~~Home~~elected ~~Bistro,~~on ~~Inc.,~~an ~~a privately~~instrument-~~held~~by-instrument ~~Delaware~~basis ~~corporation engaged in the food preparation~~ and ~~home-delivery business~~is ~~(presently~~irrevocable ~~known~~unless asa ~~Home~~new ~~Bistro~~election ~~Holdings,~~date ~~Inc~~occurs., aIf ~~Nevada~~the ~~corporation),~~fair ~~also~~value option ~~referred~~is toelected ~~herein~~for ~~also Home Bistro Holdings, entered into~~ an ~~Agreement and Plan of Merger~~instrument, ~~also~~unrealized ~~referred~~gains ~~to herein as the Merger Agreement, pursuant to which, among other things, Merger Sub agreed to merge with~~ and ~~into~~losses ~~Home~~for ~~Bistro~~that ~~Holdings,~~instrument ~~with~~should ~~Home~~be ~~Bistro~~reported ~~Holdings~~in ~~becoming~~earnings aat ~~wholly-owned~~each ~~subsidiary~~subsequent ofreporting ~~the~~date. The Company ~~and~~did ~~the~~not ~~surviving~~elect ~~corporation~~to inapply the ~~merger,~~fair ~~also~~value ~~referred~~option to ~~herein~~any asoutstanding ~~the~~equity ~~Merger~~instruments. ~~Pursuant to the terms of the Merger Agreement, Home Bistro Holdings filed a Certificate of Merger with the Nevada Secretary of State on April 20, 2020 (see Note 1).~~

~~Prior~~Derivative to the effective time of the Merger, the Company and certain of its existing securityholders entered into an Exchange Agreement providing for, among other things, the exchange (the “Exchange”) of securities held by such securityholders for shares of common stock, as more fully detailed therein. As a result of the Exchange, all of the Company’s issued and outstanding shares of Series A Preferred Stock, Series C Preferred Stock and convertible notes were converted into an aggregate of 5,405,479 shares of common stock on a fully diluted basis, consisting of 1,364,222 shares of common stock and warrants to purchase up to 4,041,258 shares of common stock (see Note 11). The 250,000 shares of Series B Preferred Stock owned by a former officer were cancelled on April 9, 2020 pursuant to a General Release Agreement (see Note 11) and 250,000 shares of Series B Preferred Stock held by a related party remained issued and outstanding as of the date of the Merger.Liabilities

~~After~~The ~~the~~Company ~~Exchange,~~has acertain ~~total~~financial instruments that are embedded derivatives associated with capital raises. The Company evaluates all its financial instruments to determine if those contracts or any potential embedded components of ~~1,899,094~~those contracts qualify as derivatives to be separately accounted for in accordance ~~shares~~with ASC 815-10 – Derivative and Hedging – Contract in Entity’s Own Equity. This accounting treatment requires that the carrying amount of ~~common~~any ~~stock,~~derivatives ~~warrants~~be recorded at fair value at issuance and marked-to-market ~~purchase~~at 4each balance sheet date. In the event that the fair value is recorded as a liability,~~041~~ as is the case with the Company,~~258~~ ~~shares~~the ofchange ~~common~~in ~~stock~~the ~~and~~fair 60value during the period is recorded as either other income or expense. Upon conversion,~~638~~ ~~stock~~exercise ~~options~~or ~~were~~repayment, ~~deemed~~the ~~issued~~respective derivative liability is marked to fair value at the conversion, repayment, or exercise date and then the related fair value amount is reclassified to other income or expense ~~outstanding~~as part of gain or loss on debt extinguishment.

AtGoodwill ~~the effective time of the Merger,~~ and ~~subject~~Indefinite toLived ~~the~~Intangible terms and conditions of the Merger Agreement, each outstanding share of common stock of Home Bistro Holdings was converted into the right to receive approximately four hundred seventy-three (473) shares of common stock. Accordingly, the aggregate shares of the Company’s common stock issued in the Merger to the former securityholders of Home Bistro Holdings is 24,031,453 shares of common stock on a fully diluted basis consisting of 17,105,139 shares of common stock and warrants to purchase up to 6,926,314 shares of common stock (see Note 11).Assets

~~Subsequent~~Goodwill torepresents the ~~Merger,~~excess ~~the~~of ~~Company~~purchase ~~had~~prices over anthe ~~aggregate~~fair value of 30nets assets acquired,~~031~~ is carried at cost. Goodwill is not amortized; rather,~~501 shares~~ ofit ~~common~~is ~~stock~~subject ~~issued~~to ~~and~~a ~~outstanding~~periodic assessment onfor impairment by applying a ~~fully~~fair ~~diluted~~value-based ~~basis~~test. Goodwill is ~~consisting~~evaluated offor ~~19,004,233~~impairment ~~shares~~on ofan ~~common~~annual ~~stock,~~basis ~~60,638~~at a ~~stock~~level ~~options~~of ~~and~~reporting ~~warrants~~referred to ~~purchase~~as upthe toreporting 10unit,~~967,572~~ ~~shares~~and ofmore ~~common~~frequently ~~stock~~if adverse events or changes in circumstances indicate that the asset may be impaired.

On April 20, 2020, pursuant to the terms of the Merger Agreement, Roy G. Warren, Jr., Mike Edwards, and Bruce Zanca resigned as directors of the Company and Roy G. Warren, Jr. resigned as Chief Operating Officer of the Company. The resignations were not the result of any disagreement related to the Company’s operations, policies, or practices. Furthermore, on April 20, 2020, Mr. Zalmi Duchman, the Chief Executive Officer of Home Bistro Holdings, Michael Finkelstein and Michael Novielli were appointed as directors of the Company. In addition, Mr. Duchman was appointed Chief Executive Officer (see Note 1).F-3

InHOME ~~connection with the Merger~~BISTRO, ~~certain Company~~INC. ~~stockholders~~AND entered into a Lock-Up and Leak-Out Agreement with the Company pursuant to which, among other thing, such stockholders agreed to certain restrictions regarding the resale of common stock for a period of two years from the date of the Merger Agreement, as more fully detailed therein.SUBSIDIARIES

~~Additionally,~~CONDENSED onNOTES ~~April~~TO ~~20,~~UNAUDITED ~~2020,~~CONSOLIDATED ~~the Company~~FINANCIAL and a stockholder entered into a Put Option Agreement (see Note 11), pursuant to which, among other things, the Company agreed, at the election of the stockholder, to purchase certain shares of common stock from such stockholder no sooner than two years from the date of the Put Option Agreement (the “Market Period”). Pursuant to the Put Option Agreement, in the event that the stockholder does not generate $1.3 million dollars (the “Total Investment”) in gross proceeds from the sale of its shares of common stock by the second anniversary of the Put Option Agreement, then the stockholder has the right to cause the Company to purchase shares held by the stockholder at a price equal to the difference between the Total Investment and the net proceeds actually realized by the stockholder from shares of common stock sold during the Market Period and the number of shares of common stock held by the stockholder on the date the put right is exercised. The put right expires fourteen (14) days from end of the Market Period. In connection with the Put Option Agreement, the Company recorded a common stock repurchase obligation in the amount of $1.3 million, reflected in the accompanying consolidated balance sheets as a long-term liability, Common stock repurchase obligation (see Note 11).STATEMENTS

~~F-13~~JULY 31, 2022

~~HOME~~Goodwill and ~~BISTRO~~indefinite lived intangible assets are tested for impairment at the reporting unit level by first performing a qualitative assessment to determine whether it is more likely than not (that is, ~~INC~~a likelihood of more than 50%) that the fair value of the reporting unit is less than its carrying amount. ~~AND~~The qualitative ~~SUBSIDIARY~~assessment considers macroeconomic conditions, industry and market considerations, cost factors and overall company financial ~~NOTES~~performance. TOIf ~~CONSOLIDATED~~the ~~FINANCIAL~~reporting ~~STATEMENTS~~unit does not pass the qualitative assessment, the carrying amount of the reporting unit, including goodwill, is compared to its fair value. When the carrying amount of the reporting unit exceeds its fair value, a goodwill impairment loss is recognized up to a maximum amount of the recorded goodwill related to the reporting unit. Goodwill impairment losses are not reversed. There was no impairment loss of goodwill or indefinite lived intangible assets for the nine months ended July 31, 2022.

~~December~~Impairment ~~31,~~of ~~2020~~Long-Lived ~~and 2019~~Assets

~~Effective~~In April 20, 2020, the Company acquired all the issued and outstanding shares of Home Bistro Holdings pursuant to the Merger Agreement and Home Bistro Holdings became a wholly owned subsidiary of the Company. As a result of the Merger, for financial statement reporting purposes, the Merger between the Company and Home Bistro Holdings has been treated as a reverse acquisition and recapitalization with Home Bistro Holdings deemed the accounting acquirer and the Company deemed the accounting acquiree in accordance with ~~FASB Accounting Standards Codification (“~~ASC”) ~~Section~~Topic ~~805-10-55. At the time of the Merger~~360, ~~both~~ the Company reviews ~~and~~long-lived ~~Home~~assets ~~Bistro~~including ~~Holdings~~intangible ~~had~~assets ~~their~~with ~~own~~finite ~~separate operating segments. Accordingly~~life, ~~the~~for ~~assets~~impairment ~~and~~whenever ~~liabilities~~events ~~and~~or ~~the~~changes ~~historical~~in ~~operations~~circumstances indicate that ~~are reflected in~~ the ~~consolidated financial~~carrying ~~statements~~amount ~~after~~of the ~~Merger~~assets ~~are~~may ~~those~~not ofbe ~~Home~~fully ~~Bistro~~recoverable, ~~Holdings~~or ~~and are recorded~~ at ~~the~~least ~~historical cost basis of Home Bistro Holdings~~annually. The ~~acquisition~~Company ~~process~~recognizes ~~utilizes~~an ~~the~~impairment ~~capital~~loss ~~structure of~~ when the ~~Company~~sum ~~and the assets and liabilities~~ of ~~Home Bistro~~expected ~~Holdings~~undiscounted ~~which~~future ~~are~~cash ~~recorded~~flows atis ~~historical~~less ~~cost.~~than ~~The results of operations of~~ the ~~Company~~carrying ~~are~~amount ~~consolidated with results~~ of ~~operations of Home Bistro Holdings starting on~~ the ~~date of the Merger Agreement~~asset. The ~~equity~~amount of ~~the~~impairment ~~consolidated entity~~ is ~~the~~measured ~~historical~~as ~~equity~~the ofdifference ~~Home~~between ~~Bistro Holdings retroactively restated to reflect~~ the ~~number~~asset’s ofestimated ~~shares~~fair ~~deemed~~value ~~issued~~and byits ~~the~~book ~~Company in the reverse acquisition~~value.

The Merger constituted a change of control and the majority of the Board of Directors changed with the consummation of the Merger. The Company issued to the stockholders of Home Bistro Holdings shares of common stock and stock warrants which represented approximately 80% of the combined company on a fully converted basis after the closing of the Merger. As a result of the above transactions and the Company’s intent to dispose or divest the assets and liabilities associated with the RTD Business as discussed below, this transaction was accounted for as a reverse recapitalization of Home Bistro Holdings where Home Bistro Holdings is considered the historical registrant and the historical operations presented will be those of Home Bistro Holdings.Inventory

~~The~~Inventory ~~following~~consists ~~assets~~of non-perishable food items distributed by the Company and ~~liabilities~~are stated at the lower of cost and net realizable value utilizing the first-in first-out (FIFO) method. ~~were~~A ~~assumed~~reserve is established when management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the ~~Merger:~~Company will record reserves for the difference between the cost and the net realizable value. These reserves are based on estimates and included in cost of sales. As of July 31, 2022 and October 31, 2021, the inventory balances were insignificant and the Company determined that there was no allowance needed.

Cash	$	4,917
Prepaid expense		9,776
Operating right-of-use asset		32,444
Total assets acquired		47,137
Accounts payable and accrued expenses		(209,417	)
Operating right-of-use liability		(32,444	)
Total liabilities assumed	$	(241,861	)
Net liability assumed	$	(194,724	)

Revenue Recognition

~~Disposal~~The Company’s revenues consist of ~~Discontinued~~high ~~Operations~~quality, ofdirect-to-consumer, ready-made meals that can be ordered by customers through www.homebistro.com, www.modelmeals.com and restaurant quality meats and seafood through its Colorado Prime Brand. Revenues from the ~~RTD~~Company’s ~~Business~~ready-made meals are recognized when the product is delivered to the customer and title has transferred. It is at this point in time that the Company’s performance obligations have been completed. Product sales are recorded net of any discounts or allowances and include shipping charges.

OnCustomers ~~September~~can ~~25,~~purchase ~~2020,~~gift ~~pursuant~~cards tovia ~~the~~phone or ~~Asset~~online ~~Purchase~~through ~~Agreement, among other things,~~ the Company ~~agreed to sell all of the Company~~’s ~~business,~~e-commerce ~~assets~~website. ~~and~~Gift ~~properties used,~~card orpurchases ~~held~~are orinitially ~~developed~~recorded ~~for~~as ~~use,~~unredeemed ingift ~~its~~card ~~functional RTD (Ready to Drink) beverage segment (the “RTD Business”),~~liabilities and ~~the~~are ~~Buyer~~recognized ~~agreed~~as toproduct ~~assume~~sales ~~certain~~upon ~~debts, obligations and liabilities related to the RTD Business~~redemption. ~~The~~Historically, ~~Company assumed an accounts payable liability in~~ the ~~amount~~majority of ~~$14,000~~gift ~~related~~cards toare ~~accounting~~redeemed ~~expense~~within oftwo ~~the RTD Business for a period prior~~ to ~~the Merger.~~three ~~Pursuant~~years ~~to the Asset Purchase Agreement, the Buyer reimbursed the Company for accounting expenses in amount~~ of ~~$14,000~~ ~~incurred prior to the Merger, of which $7,000 was payable in cash and the balance in form of a promissory note dated September 25, 2020 in the amount of $7,000~~issuance. The ~~promissory~~Company ~~note~~does ~~bears~~not ~~interest~~charge atadministrative afees ~~rate~~on ofunused 5%gift ~~per annum~~cards, ~~matures on April 25, 2021~~ and is ~~payable~~its ingift ~~monthly~~cards ~~installments~~do ofnot ~~$1,000~~have ~~commencing~~an onexpiration ~~October 25, 2020 through April 25, 2021~~date. As of December 31, 2020, $5,000 remained due on the promissory note. The Company received the $7,000 cash portion of the consideration as of December 31, 2020. The $14,000 reimbursement was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit.

~~ASC~~Based ~~205-20~~on ~~“Discontinued~~historical ~~Operations”~~redemption patterns, a portion ~~establishes~~of ~~that~~issued gift cards are not expected to be redeemed (breakage). The Company uses the ~~disposal~~redemption orrecognition ~~abandonment~~method offor arecognizing ~~component~~breakage related ofto anunredeemed ~~entity~~gift orcards afor ~~group~~which ofit ~~components~~has ofsufficient anhistorical ~~entity~~redemption ~~should~~information. beUnder ~~reported~~the redemption recognition method, breakage revenue is recorded in ~~discontinued~~proportion ~~operations~~to, ifand over the ~~disposal~~time ~~represents~~period agift ~~strategic~~cards ~~shift~~are ~~that~~actually ~~has~~redeemed. ~~(or~~The ~~will~~estimated ~~have)~~breakage arate is ~~major~~based ~~effect~~ on anhistorical ~~entity’s operations~~issuance and ~~financial~~redemption ~~results.~~patterns Asand ais ~~result,~~re-assessed by the ~~component’s~~Company ~~results~~on ofa ~~operations~~regular ~~have~~basis. ~~been~~At ~~classified~~least asthree ~~discontinued~~years of ~~operations~~historical ondata, awhich ~~retrospective~~is ~~basis~~updated ~~for~~annually, ~~all~~is ~~periods~~used ~~presented.~~to ~~The~~estimate ~~results~~redemption ofpatterns. ~~operations~~Model ofmeals, ~~this~~the ~~component~~Company’s wholly-owned subsidiary, does ~~for~~not ~~all~~have ~~periods~~sufficient historical redemption information to recognize breakage. Therefore, all issued gift cards are ~~separately~~ ~~reported~~recorded as ~~“discontinued~~a ~~operations”~~liability upon onissuance ~~the~~and ~~consolidated~~revenue ~~statements~~when ~~of operations~~used.

~~The~~Cost ~~Asset Purchase Agreement, discussed above under Agreement and Plan~~ of Merger, was intended to be part of the Merger and in effect transferred the RTD Business and the related assets and liabilities to Gratitude Keto, whose CEO, Roy Warren Jr., formerly served as the Company’s director and Chief Operating Officer and was considered a related party, in substance, in the accounting of this transaction. Therefore, the disposal of net liabilities and the reimbursement discussed above in connection with the disposal of the RTD Business was recorded to additional paid in capital as reflected in the accompanying consolidated statements of changes in stockholders’ deficit.Sales

~~F-14~~The Company’s policy is to recognize product related cost of sales in conjunction with revenue recognition, when the product costs are incurred which is upon delivery of product. Cost of sales includes the food and processing costs directly attributable to fulfillment and the delivery of the product to customers including both inbound and outbound shipping costs. In addition, the royalty fee related to the Joint Product Development and Distribution Agreement (see Note 11) was also included in cost of sales.

~~HOME~~Shipping ~~BISTRO~~and handling costs incurred for product shipped to customers are included in cost of sales and amounted to $411,380 ~~INC.~~and ~~AND~~$152,070 ~~SUBSIDIARY~~for the nine months ended July 31, 2022 and 2021, ~~NOTES~~respectively. TOShipping ~~CONSOLIDATED~~and ~~FINANCIAL~~handling ~~STATEMENTS~~costs charged to customers are included in product sales.

~~December 31, 2020 and 2019~~F-4

~~The~~HOME ~~following table set forth the selected financial data of the net liabilities recorded to additional paid in capital as of September 24~~BISTRO, ~~2020~~INC. AND SUBSIDIARIES

	September 24, 2020
Assets:
Other assets:
Operating lease right-of-use assets, net	$	2,417
Total assets	$	2,417
Liabilities:
Current liabilities:
Accounts payable	$	112,212
Accrued expenses and other liabilities		5,009
Operating lease liabilities, current portion		2,417
Total current liabilities		119,638
Total liabilities	$	119,638
Net liabilities	$	117,221
Expense reimbursement by Buyer		14,000
Disposal of net liabilities to a related party	$	131,221

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~JULY ~~summarized operating result of discontinued operations of the RTD Business included in the Company’s consolidated statements of operations for the year ended December~~ 31, ~~2020 is as follows:~~2022

	Year Ended December 31, 2020
Revenues
Cost of revenues	$	—
Gross (loss) profit		—
		—
Operating expenses:
Compensation expense		5,511
Professional and consulting expenses		26,606
Selling and marketing expenses		(7,850	)
General and administrative expenses		37,255
Total operating expenses		61,522
Loss from operations	$	61,522
Gain on debt extinguishment		99,897
Interest income (expense)		(172	)
Other income, net		99,725
Income from discontinued operations	$	38,203

Stock-Based Compensation

~~The~~Stock-based ~~gain~~compensation is accounted for based on ~~debt~~the ~~extinguishment~~requirements of ASC 718 – “Compensation–Stock Compensation”, which requires recognition in the financial ~~amount~~statements of ~~$99~~the cost of employee,~~897~~ ~~reflected~~non-employee ~~above~~and ~~was~~director ~~due~~services received in exchange for an award of equity instruments over the period the employee or director is required to perform the ~~settlement~~services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of ~~outstanding~~the ~~liabilities~~cost ~~owed~~of toemployee aand ~~vendor~~director services received in ~~connection~~exchange ~~with~~for an award based on the grant-date ~~RTD~~fair ~~Business~~value of the award.

~~NOTE~~Advertising ~~4 – CONVERTIBLE NOTES~~Costs

AtThe ~~December~~Company participates in various advertising programs. All costs related to advertising of the Company’s products are expensed in the period incurred. Advertising costs charged to operations were $940,580 and $307,980 for the nine months ended July 31, ~~2020~~2022 and 2021, respectively, which are presented on the ~~convertible~~accompanying ~~debt~~unaudited ~~consisted~~consolidated statements of ~~the~~operations ~~following:~~as selling and marketing expenses.

	December 31, 2020
Principal amount	$	447,000
Less: debt discount		(305,524	)
Convertible notes payable balance	$	141,476

Income Taxes

FThe Company accounts for income taxes using the liability method prescribed by ASC 740 -15 Income Taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

~~HOME~~The ~~BISTRO~~Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740. Using that guidance, ~~INC~~tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. ~~AND~~For ~~SUBSIDIARY~~the nine ~~NOTES~~months TOended ~~CONSOLIDATED~~July ~~FINANCIAL~~31, ~~STATEMENTS~~2022, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

~~December 31, 2020 and 2019~~Leases

~~December~~The ~~2020~~Company ~~Financings:~~accounts for its leases using the method prescribed by ASC 842 – Lease Accounting. The Company assess whether the contract is, or contains, a lease at the inception of a contract which is based on (i) whether the contract involves the use of a distinct identified asset, (ii) whether the Company obtain the right to substantially all the economic benefit from the use of the asset throughout the period, and (iii) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease component based on its relative stand-alone price to determine the lease payments. The Company has elected not to recognize right-of-use (“ROU”) assets and lease liabilities for short-term leases that have a term of 12 months or less.

OnOperating ~~December~~and ~~18, 2020, the Company entered~~financing alease ~~Securities~~ROU ~~Purchase~~assets ~~Agreement~~represents (the ~~“December~~right ~~2020~~to ~~SPA~~use ~~I”)~~the ~~with~~leased anasset ~~investor~~ for the ~~sale~~lease ~~of the Company’s convertible note~~term. ~~Pursuant~~Operating ~~to the December 2020 SPA I, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note I”,~~ and ~~together~~financing ~~with~~lease ~~the~~liabilities ~~December~~are ~~2020 SPA I, the “December 2020 Agreements I”) in~~recognized the aggregate principal amount of $275,000, and (ii) issued a total of 75,546 shares of common stock, as a commitment fee and 183,866 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 75,546 shares of common stock were recorded as a debt discount of $23,546 based on the ~~relative~~present ~~fair~~ value ~~method.~~of ~~Pursuant to~~ the ~~December~~future ~~2020~~minimum ~~Note~~lease I,payments over the ~~Company~~lease ~~received~~term ~~net proceeds~~at ofcommencement ~~$234,100, net of $27,500 OID and $13,400 of issuance costs~~date. ~~The~~As ~~December~~most ~~2020~~leases ~~Note~~do Inot ~~bears an interest rate of 12%~~provide ~~per annum (which interest rate shall be increased to 16% per annum upon the occurrence of~~ an ~~Event~~implicit ~~of Default (as defined in the December 2020 Note I)) and shall mature on December 18~~rate, ~~2021. The investor has~~ the ~~right,~~Company ~~only~~uses ~~upon the occurrence of~~ an ~~Event of~~incremental ~~Default,~~borrowing torate ~~convert~~based all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the ~~trading~~information ~~day~~available ~~immediately~~at ~~preceding~~ the ~~issue~~adoption date ~~($1.04)~~in ~~or (ii) the closing bid price of the common stock on the~~determining ~~trading day immediately preceding~~ the ~~date~~present ofvalue ~~the respective conversion (the “Conversion Price”), subject to certain percentage~~ of ~~ownership~~future ~~limitations~~payments. ~~The~~Lease ~~Second~~expense ~~Commitment~~for ~~Shares~~minimum ~~must~~lease bepayments ~~returned to the Company’s treasury if the December 2020 Note I~~ is ~~fully~~amortized ~~repaid and satisfied~~ on ora ~~prior~~straight-line tobasis ~~the~~over ~~maturity date,~~ the. ~~Upon~~lease ~~the occurrence~~ term and ~~during the continuation of any Event of Default (as defined in December 2020 Note I), the investor~~ is ~~no longer~~included ~~required to return the Second Commitment Shares to the Company and the December 2020 Note I becomes immediately due and payable thereunder~~ in ~~the~~general amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The obligations of the Company under the December 2020 Note I rank senior with respect to any and ~~all~~administrative ~~unsecured~~expenses indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note I contain standard anti-dilution provisions and price protections provisions in the ~~event~~consolidated that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements I contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements I, which the Company also believes are customary for transactions of this type. The December 2020 SPA I also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements ~~filed by the Company under the Securities Act~~ of ~~1934, as amended~~operations. ~~As of December 31, 2020, the December 2020 Note I had outstanding principal and accrued interest of $275,000 and $1,175, respectively.~~

OnBasic December 28, 2020, the Company entered into a Securities Purchase Agreement (the “December 2020 SPA II”) with an investor for the sale of the Company’s convertible note. Pursuant to the SPA II, among other things, (i) the Company issued a self-amortization promissory note (the “December 2020 Note II”, and ~~together~~Diluted ~~with~~Loss ~~the~~Per December 2020 SPA II, the “December 2020 Agreements II”) in the aggregate principal amount of $172,000, and (ii) issued a 45,989 shares of common stock as a commitment fee and 114,667 shares (the “Second Commitment Shares”) issued as a returnable commitment fee. Accordingly, the Company deems the Second Commitment Shares as unissued shares for accounting purposes. The 45,989 shares of common stock issued were recorded as a debt discount of $14,720 based on the relative fair value method. Pursuant to the December 2020 Note II, the Company received net proceeds of $150,000, net of $15,500 OID and $6,500 of issuance costs. The December 2020 Note II bears an interest rate of 12% per annum (which interest rate shall be increased to 16% per annum upon the occurrence of an Event of Default (as defined in the December 2020 Note II)) and shall mature on December 28, 2021. The investor has the right, only upon the occurrence of an Event of Default, to convert all or any portion of the then outstanding and unpaid principal amount and interest thereon (including any default interest) into shares of common stock equal to the lesser of (i) 105% multiplied by the closing bid price of the common stock on the trading day immediately preceding the issue date ($1.00) or (ii) the closing bid price of the common stock on the trading day immediately preceding the date of the respective conversion (the “Conversion Price”), subject to certain percentage of ownership limitations. The Second Commitment Shares must be returned to the Company’s treasury if the December 2020 Note II is fully repaid and satisfied on or prior to the maturity date, the. Upon the occurrence and during the continuation of any Event of Default (as defined in the December 2020 Note II), the investor is no longer required to return the Second Commitment Shares to the Company and the December 2020 Note II becomes immediately due and payable thereunder in the amount equal to the principal amount then outstanding plus accrued interest (including any default interest) through the date of full repayment multiplied by 125%. The obligations of the Company under the December 2020 Note II rank senior with respect to any and all unsecured indebtedness incurred following the issue date except with respect to the Company’s current and future indebtedness with Shopify and any further loans that may be received pursuant to the CARES Act and the SBA’s Economic Injury Disaster loan program. Further, the December 2020 Note II contain standard anti-dilution provisions and price protections provisions in the event that the Company issues securities for a price per share less than the Conversion Price. The December 2020 Agreements II contain other provisions, covenants, and restrictions common with this type of debt transaction. Furthermore, the Company is subject to certain negative covenants under the December 2020 Agreements II, which the Company also believes are also customary for transactions of this type. The December 2020 SPA II also provides the investor with certain “piggyback” registration rights, permitting them to request that the Company include the issued shares for sale in certain registration statements filed by the Company under the Securities Act of 1934, as amended. As of December 31, 2020, the December 2020 Note II had outstanding principal and accrued interest of $172,000 and $0, respectively.Share

~~The~~Pursuant ~~Company~~to ~~also~~ASC ~~entered~~260-10-45, ~~into~~basic aloss ~~Registration Rights~~per ~~Agreement (“Registration Agreement”) in connection with the December 2020 Agreements II (see Note 13). Pursuant~~common toshare ~~which the Company~~ is ~~required~~computed toby ~~prepare~~dividing ~~and~~net ~~file~~loss ~~with~~by the ~~SEC~~weighted aaverage ~~Registration~~number ~~Statement or Registration Statements (as is necessary) covering the resale~~ of ~~all~~shares of ~~the~~common ~~Registrable~~stock ~~Securities~~outstanding ,for ~~which~~the ~~Registration~~periods ~~Statement(s) shall state that, in accordance with~~presented. ~~Rule~~Diluted ~~415~~loss ~~promulgated~~per ~~under~~share ~~the~~is ~~Securities~~computed ~~Act,~~by ~~such~~dividing ~~Registration~~net ~~Statement~~loss ~~also~~by ~~covers~~the ~~such~~weighted ~~indeterminate~~average number of ~~additional~~ shares of ~~Securities~~common ~~as may become issuable upon~~ stock ~~splits~~, common stock ~~dividends or similar transactions. The Company shall initially~~equivalents ~~register~~and ~~for~~potentially ~~resale~~dilutive ~~all~~securities ofoutstanding ~~the~~during ~~Registerable Securities, or an amount equal to~~ the ~~maximum amount allowed under Rule 415 (a)(1)(i) as interpreted by the SEC~~period. InPotentially ~~the~~dilutive ~~event~~common ~~the Company cannot register sufficient~~ shares consist of ~~Securities,~~common ~~due~~stock ~~to the remaining number~~issuable offor ~~authorized~~stock ~~shares~~options ofand ~~Securities~~stock ~~being~~warrants ~~insufficient,~~(using the ~~Company~~treasury ~~will~~stock ~~use~~method), ~~its~~convertible ~~best~~notes ~~efforts~~and tocommon ~~register~~stock ~~the~~issuable. ~~maximum~~These ~~number~~common ofstock ~~shares~~equivalents itmay ~~can~~be ~~base~~dilutive onin the ~~remaining balance of authorized shares and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable~~future.

F-165

HOME BISTRO, INC. AND ~~SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~SUBSIDIARIES

~~December~~CONDENSED ~~31,~~NOTES ~~2020~~TO ~~and~~UNAUDITED ~~2019~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~JULY Company shall use its best efforts to have the Registration Statement filed with the SEC within 60 or 120 days following the closing date of the December 2020 Agreements II (collectively as “Filing Deadline”). The Company shall pay the holder the sum of 1% of the purchase amount of the December 2020 Note II as liquidated damages31, and not as a penalty for each time it fails to meet the Filing Deadline. The liquidated damages set forth in the Registration Agreement shall be paid, at the holder’s option, in cash or securities priced at the share price, or portion thereof. Failure of the Company to make payment within five business days of the Filing Date shall be considered a breach of the Registration Agreement.2022

~~Derivative~~The ~~Liabilities~~potentially ~~Pursuant~~dilutive common stock equivalents as of July 31, 2022 and 2021 were excluded from the dilutive loss per share calculation as they would be antidilutive due to ~~Convertible~~the ~~Notes~~net loss and included the following:

In connection with the issuance of the December 2020 Note I and II (collectively referred to as “Notes”), the Company determined that the terms of the Notes contain an embedded conversion option to be accounted for as derivative liabilities due to the holder having the potential to gain value upon an event of default, which includes events not within the control of the Company. Accordingly, under the provisions of ASC 815-40 –Derivatives and Hedging – Contracts in an Entity’s Own Stock, the embedded conversion option contained in the convertible instruments were accounted for as derivative liabilities at the date of issuance and shall be adjusted to fair value through earnings at each reporting date. The fair value of the embedded conversion options was determined using the Binomial valuation model. At the end of each period and on note conversion date, the Company revalues the derivative liabilities resulting from the embedded option.

	July 31,
	2022		2021
Common Stock Equivalents:
Stock Warrants		17,750,156		12,071,461
Convertible Notes		7,821,102		1,512,844
Total		25,571,258		13,584,305

~~During~~Concentration year ended December 31, 2020, in connection with the issuance of the December 2020 Note I and Note II, on the initial measurement date, the fair values of the embedded conversion option of $212,344 was recorded as derivative liabilities and debt discount. Additionally, the Company accounted for the 119,535 commitment shares issued by using the relative fair value method and recorded $38,263 of a debt discount which will be amortized over the term of the Notes (see Note 11).Risk

AtThe ~~the~~Company ~~end~~purchased approximately 100% of ~~the~~its food ~~period,~~products ~~the~~from ~~Company revalued~~one vendor during the ~~embedded~~twelve ~~conversion~~months ~~option~~ended ~~derivative~~October ~~liabilities~~31, 2022. InThe ~~connection~~Company ~~with~~is not obligated to purchase from these ~~revaluations~~vendors and, ~~the~~if ~~Company~~necessary, ~~recorded~~there ~~a gain~~are ~~from~~other ~~the~~vendors ~~change~~from inwhich the ~~derivative~~Company ~~liabilities~~can ~~fair~~purchase ~~value~~food products. As of ~~$32~~July 31,~~315~~ ~~for~~2021, the ~~year~~Company ~~ended~~had ~~December~~no accounts ~~31,~~payable ~~2020~~balance to this vendor.

During the ~~year~~nine months ended ~~December~~July 31, ~~2020~~2022, the Company ~~fair~~had ~~value~~two ofkitchen ~~the~~facilities ~~derivative~~located ~~liabilities~~at ~~was~~Pembroke ~~estimated~~Pines, atFL ~~issuance~~33009 and atSanta ~~December 31~~Ana, ~~2020,~~CA. ~~using~~The ~~the~~Company ~~Binomial~~started ~~valuation~~producing and packaging ~~model~~its ~~with~~food ~~the~~products ~~following~~at ~~assumptions:~~these locations in addition to purchasing food products from other vendors which mitigated this concentration risk.

	2020
Dividend rate		—	%
Term (in years)		1 year
Volatility		138 - 139	%
Risk—free interest rate		0.09 to 0.12	%

Recent Accounting Pronouncements

~~For~~In August 2020, the ~~year~~FASB ~~ended~~issued ~~December~~ASU 312020-06—Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and edging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”) to simplify the accounting for convertible instruments by removing certain separation models in Subtopic 470- 20, Debt with Conversion and Other Options, for convertible instruments. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated ~~amortization~~from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt ~~discounts~~instruments ~~related~~typically will be closer to ~~this~~the ~~convertible~~coupon interest ~~note~~rate ~~amounted~~when applying the guidance in Topic 835, Interest. The amendments in ASU 2020-06 provide financial statement users with a simpler and more consistent starting point to $7perform analyses across entities. The amendments also improve the operability of the guidance and reduce,~~983~~ ~~included~~to a large extent, the complexities in ~~interest~~the ~~expense~~accounting onfor convertible instruments and the ~~accompanying~~difficulties with the interpretation ~~consolidated~~and ~~statements~~application of ~~operations~~the relevant guidance. AtTo ~~December~~further 31improve the decision usefulness and relevance of the information being provided to users of financial statements, amendments in ASU 2020,-06 ~~unamortized~~increased ~~debt~~information ~~discount~~transparency ~~was~~by ~~$305,524.~~making the following amendments to the disclosure for convertible instruments:

~~NOTE~~1. 5Add –a ~~NOTE~~disclosure ~~PAYABLE – IN DEFAULT~~objective

~~On July 3, 2015, the Company entered into a promissory note payable with a principal amount of $33,000~~2. ~~The~~Add ~~note~~information ~~bore~~about ~~interest~~events ator aconditions ~~rate~~that ofoccur 5%during ~~per year and had a maturity date of September 1, 2016. During~~ the ~~year~~reporting ~~ended~~period ~~December~~that ~~31,~~cause ~~2018,~~conversion ~~the~~contingencies ~~Company~~to ~~repaid~~be ~~$18,000~~met ofor ~~outstanding~~conversion ~~principal.~~terms Into ~~2019, the~~be ~~Company~~significantly paid $11,262 of the outstanding principal balance and $3,738 remained unpaid and was classified as Note Payable – In default on the accompanying December 31, 2019 balance sheet. During the year ended December 31, 2020, the Company paid the outstanding principal balance of the note payable in full and there was no balance outstanding as of December 31, 2020.changed

~~NOTE~~3. 6Add -information ~~NOTES~~on ~~PAYABLE~~which party controls the conversion rights

~~Notes~~4. ~~payable~~Align isdisclosure ~~summarized~~requirements ~~below:~~for contingently convertible instruments with disclosure requirements for other convertible instruments

	December 31, 2020
Principal amount	$	171,612
Less: current portion		(20,068	)
Notes payable - long term portion	$	151,544

Require that existing fair value disclosures in Topic 825, Financial Instruments, be provided at the individual convertible instrument level rather than in the aggregate.

FAdditionally, for convertible debt instruments with substantial premiums accounted for as paid-17in capital, amendments in ASU 2020-06 added disclosures about (1) the fair value amount and the level of fair value hierarchy of the entire instrument for public business entities and (2) the premium amount recorded as paid-in capital.

~~HOME BISTRO, INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~F-6

~~December~~HOME 31BISTRO, ~~2020~~INC. ~~and~~AND ~~2019~~SUBSIDIARIES

~~Minimum~~CONDENSED ~~principal~~NOTES ~~payments~~TO ~~under~~UNAUDITED ~~notes payable~~CONSOLIDATED ~~are as follows:~~FINANCIAL STATEMENTS

Year ended December 31, 2021	$	20,068
Year ended December 31, 2022		6,350
Year ended December 31, 2023		3,185
Year ended December 31, 2024		3,307
Year ended December 31, 2025		3,433
Thereafter		135,269
Total principal payments	$	171,612

JULY 31, 2022

~~Paycheck~~The ~~Protection~~amendments ~~Program~~in ~~Loan~~ASU 2020-06 are effective for public business entities, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of its annual fiscal year and are allowed to adopt the guidance through either a modified retrospective method of transition or a fully retrospective method of transition. In applying the modified retrospective method, entities should apply the guidance to transactions outstanding as of the beginning of the fiscal year in which the amendments are adopted. Transactions that were settled (or expired) during prior reporting periods are unaffected. The cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings at the date of adoption. If an entity elects the fully retrospective method of transition, the cumulative effect of the change should be recognized as an adjustment to the opening balance of retained earnings in the first comparative period presented. The Company early adopted ASU 2020-06 effective November 1, 2021 and did not have a significant impact on its consolidated financial statements.

OnIn ~~April~~May 82021, ~~2020,~~ the ~~Company received~~FASB ~~federal~~issued ~~funding~~ASU ~~in the amount of $14~~2021-04,~~612 through~~ ~~the~~Earnings ~~Paycheck~~Per ~~Protection~~Share ~~Program~~ (~~the~~Topic ~~“PPP”~~260) ~~of the CARES Act~~, ~~administered~~ byDebt-Modifications ~~the~~and ~~U.S.~~Extinguishments ~~Small Business Administration~~ (~~“SBA”~~Subtopic 470-50)., ~~The~~Compensation-Stock ~~PPP note bears an interest rate 0.98% per annum~~Compensation ~~and~~(Topic ~~accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing six months after the effective date of the PPP note~~718), ~~the~~and ~~Company~~Derivatives ~~is required to pay the lender equal monthly payments of principal~~ and ~~interest as required to fully amortize any unforgiven principal balance of the loan by the two~~Hedging-~~year~~Contracts ~~anniversary of~~in ~~the~~Entity’s ~~effective~~Own ~~date~~Equity ~~of the PPP note~~ (~~the~~Subtopic ~~“Maturity Date”~~815-40). The ~~Maturity~~new ~~Date~~ASU ~~can~~addresses ~~be extended to five years if mutually~~issuer’s ~~agreed~~accounting ~~upon~~for bycertain ~~both~~modifications ~~the lender and the Company. The PPP note contains customary events of default relating to, among other things, payment defaults, making materially false~~ or ~~misleading~~exchanges ~~representations to the SBA or the lender, or breaching the terms~~ of ~~the PPP~~freestanding ~~note.~~equity-classified ~~The~~written ~~occurrence~~call of an event of default may result in the repayment of all amounts outstanding under the PPP note, collection of all amounts owing from the Company, or filing suit and obtaining judgment against the Companyoptions. ~~Under~~This ~~the~~amendment ~~terms~~is ~~of the CARES Act, PPP loan~~effective ~~recipients can apply~~ for ~~and be granted forgiveness for~~ all ~~or a portion of the loan granted under the PPP. Such forgiveness will be determined~~entities, ~~subject to limitations, based on the use of loan proceeds~~ for ~~payment~~fiscal ofyears ~~payroll~~beginning ~~costs~~after ~~and~~December ~~any payments of mortgage interest~~15, ~~rent~~2021, ~~and~~including<

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