UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

(Amendment
No. 2)



|[X] | ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ----------------------------------------------------------------------------------------



For
the year ended December 31, 2018



OR



|[  ] | TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|---- | --------------------------------------------------------------------------------------------



Muscle
Maker, INC.

(Exact
name of registrant as specified in its charter)



|California                          |  | 000-55918     |  | 47-2555533             
|----------------------------------- |  | ------------- |  | -----------------------
|(State
    or other jurisdiction of |  | (Commission   |  | (I.R.S.
    Employer   
|incorporation)                      |  | File
    No.) |  | Identification
    No.)



308
East Renfro Street, Suite 101

Burleson,
Texas 76028

(Address
of principal executive offices)



Registrant’s
telephone number, including area code: (682) 708-8250



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

NONE



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

Common
Stock, no par value



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



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



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



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



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



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



|Large
    accelerated filer | [  ] |                                                   | Accelerated
    filer         | [  ]
|--------------------------- | ---- | ------------------------------------------------- | ----------------------------- | ----
|Non-accelerated
    filer   | [  ] | (Do not check if
    a smaller reporting company) | Smaller reporting
    company | [X] 
|Emerging growth
    company | [X]  |                                                   |                               |     



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 is a shell company (as defined in Rule 12b-2 of the Act). Yes [  ] No [X]



State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day
of the registrant’s most recently completed second fiscal quarter.



The
common stock of Muscle Maker Inc. is not listed on any securities exchange or quoted on any automated quotation system. Accordingly,
no aggregate market value of Muscle Maker, Inc.’s common stock held.



As
of August 20, 2019, there were 11,780,637 shares of common stock outstanding.



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















EXPLANATORY
NOTE



Muscle
Maker, Inc. (the “Company”) is filing this Amendment No. 2 on Form 10-K/A (this “Amendment”) to its Annual
Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Original Filing”), which was originally filed
with the Securities and Exchange Commission (the “SEC”) on August 21, 2019 and amended on November 13, 2019 (the “Amended
10-K”). The purpose of this Amendment is to include the required certifications, which were inadvertently omitted from the
Amended 10-K.



Further,
as set forth in the Amended 10-K, we have modified Part II, Item 9A. “Controls and Procedures” to include the following
disclosures, which were inadvertently omitted from the Original Filing: (i) a statement identifying the criteria and framework
used by our management to evaluate the effectiveness of our internal control over financial reporting, and (ii) the assessment
by our management of the effectiveness of our internal control over financial reporting as of the end of our fiscal year ended
December 31, 2018.



This
Amendment does not include the entire Form 10-K. Except as described in this Explanatory Note, this Amendment does not amend any
other information set forth in the Original Filing, and the Company has not updated disclosures to reflect any events that occurred
subsequent to August 21, 2019.











MUSCLE
MAKER, INC

FORM
10-K/A

FISCAL
YEAR ENDED DECEMBER 31, 2018



|Form
10-K/A Item No. |  | Name
    of Item                           |  | Page
|-------------------- |  | ------------------------------------------ |  | ----
|                     |  |                                            |  |     
|PART
    II         
|Item
    9A.         |  | CONTROLS AND PROCEDURES                    |  | 1   
|Item
    15.         |  | Exhibits and Financial Statement Schedules |  | 3   
|                     |  | Signatures                                 |  | 4   











ITEM
9A.  CONTROLS AND PROCEDURES.



(a)
Evaluation of Disclosure Controls and Procedures



Our
management, with the participation of our Principal Executive Officer and Principal Financial Officer, has evaluated the effectiveness
of our disclosure controls and procedures over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under
the Exchange Act), as of the end of the period covered by this Annual Report. Based on such evaluation, our Principal Executive
Officer and Principal Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure
controls and procedures were not effective because of a material weakness in our internal control over financial reporting as
discussed below.



Notwithstanding
this material weakness, our Chief Executive Officer and Chief Financial Officer have concluded that the Consolidated Financial
Statements included in this Annual Report on Form 10-K present fairly, in all material respects, the financial position of the
Company at December 31, 2018 and 2017 and the consolidated results of operations and cash flows for each of the fiscal years presented
herein in conformity with U.S. generally accepted accounting principles.



(b)
Management’s Annual Report on Internal Control Over Financial Reporting



Our
management assessed the effectiveness of the Company’s internal controls over financial reporting (as such term is defined
in Rules 13a-15(f) and 15d-15(f) under the Exchange Act), as of December 31, 2018. The framework used by management in making
the assessment was the criteria set forth in the document entitled “Internal Control - Integrated Framework (2013)”
issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that assessment, our management has determined
that as of December 31, 2018, the Company’s internal control over financial reporting was not effective for the purpose
for which it is intended and determine there to be a material weakness.



The
management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting,
as required by Sarbanes-Oxley (SOX) Section 404(a). The Company’s internal control over financial reporting is a process
designed under the supervision of the Company’s Principal Executive Officer and Principal Financial Officer and effected
by the Company’s Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of the Company’s consolidated financial statements for external purposes in accordance
with United States generally accepted accounting principles.



Management
is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f)
and 15d-15(f) of the Exchange Act. 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 in accordance with US GAAP. Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projection
of any evaluation of effectiveness to future periods is 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.



1









A
material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not
be prevented or detected on a timely basis. In connection with management’s assessment of our internal control over financial
reporting as required under Section 404 of the Sarbanes-Oxley Act of 2002, we identified the following material weaknesses in
our internal control over financial reporting as of December 31, 2018:



| | ● | The
    Company does not have written documentation of our internal control policies and procedures.                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ● | The
    Company does not have sufficient resources in its accounting function, which restricts the Company’s ability to gather,
    analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and
    nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to
    the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed
    by separate individuals.
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ● | The
    Company has inadequate controls to ensure that information necessary to properly record transactions is adequately communicated
    on a timely basis from non-financial personnel to those responsible for financial reporting.                                                                                                                                                                                                                                                                                                                        
| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ● | The
    Company has significant deficiencies in the design and implementation of IT controls, specifically in the following areas:
    data center and network operations, access security and change management.                                                                                                                                                                                                                                                                                                                                               



Remediation
of Material Weaknesses in Internal Control over Financial Reporting



As
a company with limited resources, the Company does not have the resources to fund sufficient staff to ensure a complete segregation
of responsibilities within the accounting function. However, Company management does review, and will increase the review of the
financial statements. This action, in addition to future improvements identified above, will minimize any risk of a potential
material misstatement occurring.



(c)
Changes in Internal Control over Financial Reporting



There
have been no changes in our internal control over financial reporting that occurred during the fourth fiscal quarter of the year
ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.



2







Item
15. Exhibits and Financial Statement Schedules



|Exhibits |  | Description                                                                                                                               
|-------- |  | ------------------------------------------------------------------------------------------------------------------------------------------
|31.1     |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                              
|         |  |                                                                                                                                           
|31.2     |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act                              
|         |  |                                                                                                                                           
|32.1     |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|         |  |                                                                                                                                           
|32.2     |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



3







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.



|                            | MUSCLE
    MAKER, INC
|--------------------------- | ---------------------
|                            |                      
|                            | By:                  
|                            |                      
|Dated
    November 22, 2019 |                      



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on November
22, 2019 on behalf of the registrant and in the capacities and on the dates indicated.



|Name                          |  | Title                                                             
|----------------------------- |  | ------------------------------------------------------------------
|                              |  |                                                                   
|/s/
    Michael Roper         |  | Chief Executive
    Officer, and                                  
|Michael J. Roper              |  | Secretary (Principal
    Executive Officer)                       
|                              |  |                                                                   
|/s/
    Ferdinand Groenewald  |  | Chief Financial
    Officer                                       
|Ferdinand Groenewald          |  | (Principal Financial
    Officer and Principal Accounting Officer)
|                              |  |                                                                   
|/s/
    Kevin Mohan           |  | Chief Investment
    Officer and Chairman of the Board            
|Kevin Mohan                   |  |                                                                   
|                              |  |                                                                   
|/s/
    Noel DeWinter         |  | Director, Treasurer                                               
|Noel DeWinter                 |  |                                                                   
|                              |  |                                                                   
|/s/
    A.B. Southhall III    |  | Director                                                          
|A.B. Southall III             |  |                                                                   
|                              |  |                                                                   
|/s/
    Paul L. Menchik       |  | Director                                                          
|Paul L. Menchik               |  |                                                                   
|                              |  |                                                                   
|/s/
    John Marques          |  | Director                                                          
|John Marques                  |  |                                                                   
|                              |  |                                                                   
|/s/
    Peter S. Petrosian    |  | Director                                                          
|Peter S. Petrosian            |  |                                                                   
|                              |  |                                                                   
|/s/
    Omprakash Vajinapalli |  | Director                                                          
|Omprakash Vajinapalli         |  |                                                                   



4