Except for 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.





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 changed its name from Vapir Enterprises Inc. to Gratitude Health, 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 pre-packaged and prepared meals to consumers focused on offering a broad array of the highest 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"). The RTD Business was disposed on September 25, 2020 as discussed below.

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.

On July 6, 2021, the Company entered and closed on an Agreement and Plan of Merger with the members of Model Meals, LLC ("Model Meals"), acquiring Model Meals through a reverse triangular merger, whereby Model Meals merged with Model Meals Acquisition Corp., a wholly owned subsidiary of the Company, with Model Meals being the surviving entity (the "Acquisition"). As a result, Model Meals became a wholly owned subsidiary of the Company, and the members of Model Meals received and aggregate of 2,008,310 shares of common stock and were paid $60,000 in cash. Pursuant to the Acquisition, the Company issued 2,008,310 shares of common stock with grant date fair value of $ 2,028,393.

In January 2022, the Company's board of directors and management changed the Company's fiscal year end from December 31st to October 31st, effective immediately.





Recent Developments



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 the Term, the Company shall use best efforts to cease the 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 10thbusiness 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.





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On February 22, 2022 ("Effective Date"), the Company and Mini Melanie, LLC (f/s/o Chef Melanie Moss ("MM")) (collectively as "Parties"), entered into a Joint Product Development and Distribution Agreement ("Development Agreement"). Pursuant to the Development Agreement, 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 from the Effective Date. For the use of MM and all associated intellectual property for the benefit of the Moss Deserts, the 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.





Results of Operations



For the Three Months Ended January 31, 2022 and 2021





Product Sales


During the three months ended January 31, 2022 and 2021, revenues were $801,799 and $399,027, respectively, an increase of $402,772 or 101%.





Cost of Sales


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 celebrity chef program in the fourth quarter of 2020, it now incurs associated royalty fees.

During the three months ended January 31, 2022 and 2021, the Company had total cost of sales of $615,994 and $288,629, respectively, an increase of $327,365 or 113%. The increase was due to the Company's decision to conduct a trial test of free shipping an increase in direct kitchen labor and the acquisition of Model Meals in July 2021.





Operating Expenses



For the Three Months Ended January 31, 2022 and 2021, operating expenses
consisted of the following:



                                                          Three Months Ended
                                                              January 31,
                                                          2022           2021
Compensation and related expenses                      $   287,579     $  68,037
Professional and consulting expenses                     1,652,054        68,847
Professional and consulting expenses - related party        30,000             -
Product development expense                                146,614             -
Selling and marketing expenses                             364,584        75,940
General and administrative expenses                        448,401        61,129
Total                                                  $ 2,929,232     $ 273,953

Compensation and Related Expenses





    ?   During the three months ended January 31, 2022 and 2021, compensation and
        related expenses amounted to $287,579 and $66,581, respectively, an
        increase of $219,542 or 323%. The increase was primarily attributable to
        an increase of $123,237 of compensation related to Model Meals which was
        acquired in July 2021 and $52,709 related to increase in executive salary
        in 2022.




                                       34




Professional and Consulting Expenses:





    ?   During the three months ended January 31, 2022 and 2021, professional and
        consulting expenses amounted to $1,652,054 and $68,847, respectively, an
        increase of $1,583,207 or 2,300%. The increase was primarily due an
        increase stock-based compensation of $1,189,314 related to commons stock
        issued for lock up and leak out agreements and common stock issued for
        services and prepaid services, an increase in investor relations fee of
        $155,700, an increase in consulting fees of $58,796, an increase in
        accounting fees of $93,090 and an increase in legal fees of $72,861.



Professional and Consulting Expenses - Related Party:





    ?   During the three months ended January 31, 2022 and 2021, professional and
        consulting expenses - related party amounted to $30,000 and $0,
        respectively, an increase of $30,000 or 100%. The increase was a result of
        a consulting agreement with a related party, dated October 1, 2021 which
        provides for $10,000 monthly consulting fee.




Product Development Expenses



    ?   During the three months ended January 31, 2022 and 2021, product
        development expenses amounted to $146,614 and $0, respectively, an
        increase of $146,614, or 100%. The product development expense in the 2022
        period was primarily due to the amortization of the deferred compensation
        resulting from common stock issued in connection with the product
        development agreements.



Selling and Marketing Expenses





    ?   During the three months ended January 31, 2022 and 2021, selling and
        marketing expenses amounted to $364,584 and  $75,940, respectively, an
        increase of $288,644, or 380%. 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.



General and Administrative Expenses





    ?   During the three months ended January 31, 2022 and 2021, general and
        administrative expenses amounted to $448,401 and $61,129, respectively, an
        increase of $387,272 or 634%. The increase was primarily due to an
        increase in depreciation and amortization expense of $299,822, an increase
        in transfer agent fees of $30,025, an increase in kitchen related expenses
        of $55,410, and increase from the acquisition of Model Meals in July 2021.




Loss from Operations



    ?   During the three months ended January 31, 2022 and 2021, loss from
        operations amounted to $2,743,427 and $163,555, respectively, an increase
        of $2,579,872 or 1,577%. The increase was due to the changes discussed
        above.




Other Income (Expense), net



    ?   During the three months ended January 31, 2022 and 2021, other (expense),
        net amounted to $(152,909) and other income, net amounted to $20,619,
        respectively, an increase in other (expense) of $(173,528) or 842%. The
        change was primarily due to increase in interest expense of $212,087
        resulting from an increase in convertible notes in 2022, an increase in
        gain from change in fair value of derivative liabilities of $26,863 and
        offset by a decrease in gain on extinguishment of accounts payable of
        $7,075.




Net Loss



    ?   During the three months ended January 31, 2022 and 2021, we had a net loss
        of $2,896,336 or $(0.08) per common share (basic and diluted) and $142,936
        or $(0.01) per common share (basic and diluted), respectively, an increase
        of $2,753,400 or 1,926%. The increase was due to the changes discussed
        above.




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Liquidity and Capital Resources

Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital deficit of $533,318 and cash of $1,253,844 as of January 31, 2022 and a working capital deficit of $318,797 and cash of $2,275,397 as of October 31, 2021.





                            January 31,      October 31,                      Percentage
                                2022             2021           Change          Change
Working capital deficit:
Total current assets        $  1,659,391     $  2,372,058     $ (712,667 )             30 %
Total current liabilities     (2,192,709 )     (2,690,855 )      498,146               19 %
Working capital deficit:    $   (533,318 )   $   (318,797 )   $ (214,521 )             67 %



The increase in working capital deficit was primarily attributable to a decrease in current assets of $712,667 and a decrease in current liabilities of $498,146, due to the repayment of convertible notes, reduction in derivative liabilities, repayment advances payable and reduction in lease liabilities.





Cash Flows


The following table provides detailed information about our net cash flows:





                                                Three Months Ended
                                                    January 31,
                                                2022            2021

Net cash used in operating activities $ (1,432,527 ) $ (140,112 ) Net cash provided by financing activities 410,974 533,820 Net change in cash

$ (1,021,553 )   $  393,708

Net Cash Used in Operating Activities

Net cash used in operating activities for the three months ended January 31, 2022 and 2021, were $1,432,527 and $140,112, respectively, an increase of $1,292,415 or 922%.





    ?   Net cash used in operating activities for the three months ended January
        31, 2022 primarily reflected our net loss of $2,896,336 adjusted for the
        add-back on non-cash items such as depreciation and amortization expense
        of $300,086, total stock-based compensation for services of $1,335,928,
        amortization of debt discount of $174,929, gain on change in fair value of
        derivative liability of $59,178 and changes in operating assets and
        liabilities consisting of an increase of inventory of $7,802, an increase
        in prepaid expenses and other current assets of $301,084, an increase in
        accounts payable of $64,427, an increase in unredeemed gift cards of
        $51,990 offset by a decrease in accrued expense and other liabilities of
        $95,487.




  ? Net cash used in operating activities for the three months ended January 31,
    2021 primarily reflected our net loss of $142,936 adjusted for the add-back on
    non-cash items such as depreciation expense of $264, stock-based compensation
    for services of $11,471, gain on extinguishment of accounts payable of $7,075,
    amortization of debt discount of $7,983, gain on change in fair value of
    derivative liability of $32,315 and changes in operating asset and liabilities
    consisting primarily of an increase in prepaid expenses and other current
    assets of $4,014, an increase in accounts payable of $39,937 and an increase
    in unredeemed gift cards of $25,696 offset by a decrease in accrued expense
    and other liabilities of $39,123.



Net Cash Provided by Financing Activities

Net cash provided by financing activities the three months ended January 31, 2022 and 2021, were $410,974 and $533,820, respectively, a decrease of $122,846 or 23%.





    ?   Net cash provided by financing activities for the three months ended
        January 31, 2022 consisted of net proceeds from sale of common stock of
        $991,168 offset by repayments of convertible notes payable of $491,850,
        repayments of advances payable of $50,798 and repayment of convertible
        note - related party of $37,546.




    ?   Net cash provided by financing activities for the three months ended
        January 31, 2021 consisted of net proceeds from note payable of $7,000,
        net proceeds from convertible note payable of $489,100, net proceeds from
        advances payable of $80,000 offset by repayments of advances payable of
        $42,280.




                                       36





Cash Requirements



We are dependent on our product sales to fund our operations and may require the sale of additional common 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.





Going Concern


The financial 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. As reflected in the accompanying unaudited consolidated financial statements, for the three months ended January 31, 2022, the Company had net loss and cash used in operations of $2,896,336 and $1,432,527, respectively. At January 31, 2022, the Company had an accumulated deficit, stockholders' equity, and working capital deficit of $22,032,000, $4,247,562 and $533,318, 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 report. The Company's primary source of operating funds in 2022 was primarily from the sale of common stock through private placements. 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.

Management cannot provide assurance 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.

Inflation and Changing Prices

Neither inflation nor changing prices for the three months ended January 31, 2022 had a material impact on our operations.

Off-Balance Sheet Arrangements

None.

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