Mama's Creations, Inc.
For the period ended Jan 31, 2026. Filed Apr 14, 2026.
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FY2026 · Filed Apr 14, 2026
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MAMA'S CREATIONS, INC. | ||
| Date: April 14, 2026 | By: | /s/ Adam L. Michaels |
|---|---|---|
| Name: | Adam L. Michaels | |
| Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities 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.
| Signature | Title | Date |
|---|---|---|
| /s/ Adam L. Michaels | Chief Executive Officer, Chairman of the | April 14, 2026 |
| Adam L. Michaels | Board of Directors (principal executive officer) | |
| /s/ Anthony Gruber | Chief Financial Officer (principal financial and accounting officer) | April 14, 2026 |
| Anthony Gruber | ||
| * | Director | April 14, 2026 |
| Lynn Blake | ||
| * | Director | April 14, 2026 |
| Meghan Henson | ||
| * | Director | April 14, 2026 |
| Dean Janeway | ||
| * | Director | April 14, 2026 |
| Shirley Romig | ||
*Adam L. Michaels, by signing his name hereto, does hereby sign this document on behalf of each of the above-named directors of the registrant pursuant to Powers of Attorney duly executed by such persons.
| Date: April 14, 2026 | By: | /s/ Adam L. Michaels |
|---|---|---|
| Adam L. Michaels | ||
| Attorney in Fact | ||
Stockholders of Mama’s Creations, Inc.
Opinion on Internal Control over Financial Reporting
We have audited Mama's Creations, Inc.’s (the Company’s) internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 31, 2026, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets as of January 31, 2026 and 2025 and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for each of the fiscal years in the two-year period ended January 31, 2026 of the Company, and our report dated April 14, 2026, expressed an unqualified opinion.
As described in Management’s Annual Report on Internal Control over Financial Reporting, management has excluded Crown 1 Foods, Inc. (“Crown 1”) from its assessment of internal control over financial reporting as of January 31, 2026, because it was acquired by the Company in a business combination purchase during the fiscal year ended January 31, 2026. We have also excluded Crown 1 from our audit of internal control over financial reporting. Crown 1 is a wholly owned subsidiary whose total assets (excluding goodwill and intangibles, which were included in management's assessment of internal control over financial reporting as of January 31, 2026) and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 5% and 14%, respectively, of the related consolidated financial statement amounts as of and for the fiscal year ended January 31, 2026.
The Company’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Controls and Procedures: Management’s Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/UHY LLP
New York, New York
April 14, 2026
MAMA'S CREATIONS, INC.
CONSOLIDATED FINANCIAL STATEMENTS
January 31, 2026
| Page(s) | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 1195) | F-2 |
|---|---|
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 89) | F-5 |
| Consolidated Balance Sheets as of January 31, 2026 and 2025 | F-7 |
| Consolidated Statements of Operations for the Fiscal Years ended January 31, 2026, 2025, and 2024 | F-8 |
| Consolidated Statements of Changes in Stockholders’ Equity for the Fiscal Years ended January 31, 2026, 2025, and 2024 | F-10 |
| Consolidated Statements of Cash Flows for the Fiscal Years ended January 31, 2026, 2025, and 2024 | F-11 |
| Notes to Consolidated Financial Statements | F-12 |
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