Company Overview

Tootie Pie Company, Inc. manufactures, markets and sells “high end” premium quality pies.

Tootie Pie has three sales channels that each focus on a different customer base and market including:

• Retail Sales
• Corporate Sales and
• Wholesale Distribution

On September 9, 2005, Tootie Pie purchased the rights, recipes, customer lists, and certain equipment of a sole proprietor located in Medina, Texas, for $50,000 in cash and the issuance of 600,000 shares of common stock valued at $150,000.

Tootie Pie Company has called their $0.50 cent warrants and has just under 3MM - $1.00 warrant/shares, which have a call/strike price of $1.25 with an expiration date of July 2008.




Tootie Pie Company Facilities

Tootie Pie Company, Inc. Facilities

Tootie Pie Company leased a 5,000 square foot facility in an industrial park in Boerne, Texas, and commenced operations in that location in November 2005. This facility consists of a retail store, administrative offices, their manufacturing facility and a loading dock with room for expansion. Tootie Pie closed the Medina facility in May 2006.

Their current location provides commercial trucking access and has available land to expand, as well as a willing and agreeable landlord. The site also has the required large truck loading docks and provides easy access to IH 10, one of the largest commercial trucking highways in the US.

Tootie Pie Well Capitalized and Expanding from Local to Regional

Tootie Pie Company began as a local company which has grown into a regional company in conjunction with its move to its new location. Tootie Pie Company is based in the populous and high growth area of South Central Texas located between Austin and San Antonio, Texas.

First and foremost this company’s most outstanding features are its core competency -- which is distinguished by a highly specialized and functional manufacturing process with a high end premium pie result and its solid capitalization.

Solid Capitalization and Attractive Multiples

Tootie Pie Company was capitalized with approximately $1.3 million in private equity and brought public via the filing of an SB-2 registration with the US Securities Exchange Commission, without relying on reverse mergers – the Company has only one class of common stock held by all shareholders (including management). With a current float of approximately four million shares and utilizing a cash valuation calculation, TOOT could be very attractive, from an acquisition standpoint.

Business Model Supports Positive Cash Flow

Business Model for Facilitates Growth and Cash Flow

Tootie Pie Company’s business model is built around its two core competencies:

  • Making the best pies possible with its “focus on quality first” approach to baking; and
  • Marketing these pies through a sophisticated, brand oriented marketing strategy.
Its solid capitalization provides a firm foundation from which Tootie Pie Company can execute these core competencies and expand their production facilities.

Expansion Plans In Place

Expansion plans are enhanced by existing leased facilities which can accommodate expansion or provide for other nearby growth alternatives. The Company’s business model embraces a stair step growth strategy, which targets growth opportunities and avoids “growth for growths sake”.

Cash Flow Maximization Built Into Business Model

In terms of cash flow, the Tootie Pie Company is able to make and sell their pies before obligations are due for ingredients, which maximizes cash flow. Sales to their wholesale distributors provides a positive cash flow cycle for payment and Tootie Pie invoices their wholesale distributors when they pick up the pies at Tootie Pie’s docks; with typical terms being net amount due in fourteen days.

Tootie Pie Company management has demonstrated a solid commitment to their business plan; which focuses on providing a superior product through three basic sales channels: retail, corporate and wholesale. The Company has been successful at generating impressive sales through successful wholesale foodservice companies in a high growth region of the United States by offering superior products, backed by an equally impressive marketing strategy. This strategy helps the end user recognize the “value added” benefit of providing their customers
with a superior desert, coupled with a solid brand and marketing materials.

Twelve Pie Menu Provides Good Variety for Customer and Manageable Inventory for Tootie

Tootie Pie Company chooses to offer a finite menu, so that they can focus on providing high quality pies for their customers, coupled with an equally high quality focused marketing plan. These pies fall into the category of both a luxury desert and comfort food. The pies are fully baked and quick frozen, providing up to a six month frozen shelf life and a one week, post frozen, refrigerated shelf life.

Their current menu of twelve pies provides the Company the opportunity to offer sufficient variety and superior quality, while providing their growing range of customers their choice of pie which meets their customers’ desires, while providing compelling food profit margins as well. The twelve pie variety is manageable, both from their current growth stage, as well as in the manufacturing process. A fairly limited menu affords the Tootie Pie Company the greatest opportunity to expand profit margins by focusing on a select group of choices.

Their menu includes:

  • Origianal Apple Pie
  • Peach Pie
  • Cherry Pie
  • Blackberry Pie
  • Blueberry Pie
  • Coconut Supreme Pie
  • Lemon Velvet Pie
  • Pecan Pie
  • Chocolate Pecan Pie
  • Buttermilk Pie
  • Tootie's Heavenly Chocolate Pie
  • Pumkin Pie

Their current baking facility is located in a high growth area and has onsite capabilities for expansion, should the Company be able to negotiate agreeable terms. However, their current lease terms provide flexibility in the event the Company elects to move to larger facilities elsewhere.

Tootie Pie is investigating the incremental expansion steps it may choose to increase productivity, cuts costs and provide for ongoing consistency.

Company Overview & Importance of Regional Size

As the footprint of Tootie Pie Company’s Foodservice distributors continues to expand, so do the opportunities for Tootie Pie Company. The Company’s superior pies have already demonstrated distribution “channel opening” capabilities, thereby providing their foodservice wholesale partners with products that can help them, and their customers, differentiate themselves in the ever competitive food service business. This makes this a very mutually beneficial business relationship.

Size Affords Nimble Response to Market Demands

Tootie Pie Company offers the personal customized service that is the strength of the small independent bakery, especially for its retail and corporate customer, while still providing these customers with complete quality. Its small management team affords Tootie Pie Company the opportunity to make significant product related decisions that are reflected in its premium pies, while assessing the regional differences in demand as it continues its expansion beyond the state of Texas. One of the ways the Company assesses these regional differences is through the ordering habits of its existing customers, who literally cover the entire US market.

The Tootie Pie Company management team is small enough to make important decisions, while at the same time offers experience that is able to recognize and act on particular regional trends. The Company is large enough and sufficiently capitalized to meet the existing market demands of rapidly expanding customer base.

Management has already identified the need to expand its existing capabilities and has initiated the planning phase for establishing a new baking facility to allow it to meet the needs of its growing customer base.

Industry Trends Closely Monitored

Tootie Pie Company is flexible in its management and able to stay on top of and in many instances get ahead of food industry trends. A good example is the trans fat issue. The Company has already implemented the necessary steps to make its pies trans fat free, recognizing this health conscious trend and acting on it.

Tootie Pie Company’s very existence is attributable to a recognition of the opportunity for a premium pie distributed through well established and expanding wholesale foodservice distributors.

Outstanding Employee Relations a Priority

The Tootie Pie Company also believes in making its employees part of its success. Each employee, after minimal length of service requirements, is made a shareholder of the Company. In employee training, each employee is educated on the history of “Tootie” and the value of the products they make. The Company believes strongly that good customer relations starts with good employee relations and therefore strives to provide a family atmosphere that values each employee. Many of its employees are high school students, moms and local residents, who are valued members of the Tootie Team, as well as the local community.

Dessert Trends & Restaurant Trends

Brand Building and Attention to Detail

The Company seems to “get it” with the smaller details as well. For example, when customers call, it is “Tootie’s” voice that answers the phone. The Company believes in the value of “Tootie”, both in terms of brand building but also in terms of value building. The Company respects this lady who created the secret pie recipes and it shows in the way they honor her in their marketing materials. This makes customers feel good about the Company, whose products they are enjoying. They call this the “Tootie” experience.

Tootie Pie Company competes with national companies but by delivering a high quality product it is the superior quality and consistency which creates brand loyalty.

Desserts in general are enjoying a resurgence of popularity in the foodservice market. Comfort food remains strong. Dataseential, with its Menu Trends Direct publication, determined that pies hold 35% of the dessert restaurant market.

Restaurants are promoting the concept of “take-out” desserts coupled with “take-home” desserts. Have your meal and take your dessert home for later is a trend that is gaining in popularity.

American culture has historically revered the pie and many restaurants find them to be an indispensable part of their standard menu. Restaurant patrons’ expectations for an enhanced assortment of high-quality desserts has expanded. Restaurants find this to be a desirable item for purchase rather than in house preparation because kitchen space is often limited, and labor rates are at a premium. Tootie Pies are one menu item that can be purchased with quality control for freshness and quality and are supported by an extended shelf life. They are purchased frozen and have a thawed refrigerated shelf life of one week.

Barrier to Pie Baking Entry

American restaurants are more inclined to purchase a pie as a prepared dessert over virtually all other options due to its high quality after being frozen, relatively long term shelf life over other desserts in terms of both a frozen commodity and unfrozen dessert, resurgent customer demand for comfort food, the overall lack of expertise in pie baking, and the space, equipment and labor involved in pie baking.

Barriers to Entry for Pie Baking

There are significant barriers to entry for restaurants, in terms of equipment, labor, and kitchen floor space. For these reasons, restaurants find purchasing high quality pies preferable to baking them in house.

Purchasing the pies allows the restaurants to focus on their niche of success, while continuing to offer their patrons a high quality dessert.

For a foodservice operation to bake items such as cakes and pies from scratch on-premise, a wide variety of equipment and supplies is required, as is a high level of expertise. Wholesale distributors are anxious to provide a fully baked, ready to serve alternative; which allows the restaurant to serve a high quality dessert, while remaining focused on their particular area of expertise.

Pie making requires training and specialized knowledge. Specific equipment, such as a good convection (rack) oven or a good deck are required; and while some restaurants may have some of the necessary equipment, it may not be available to dedicate this equipment to making pies.

The mixer of choice for dessert production is the vertical mixer which contains different agitators for thorough mixing: the wire whip and the paddle or beater. Dough or pie presses are required for pie production, as are reach-in refrigerators and freezers. Equipment and supplies for pie production is somewhat specialized and this can serve as a bar to entry for a restaurant. Tootie Pie provides a viable option for a restaurant dessert.

Restaurant Trends

Decline in Casual Dining Balanced by High End Dining Stability And Popularity of Comfort Food Desserts

There exists a definitive decline in the casual dining sector, which is experiencing continued margin pressure from rising food costs and persistently softening sales. Many economic forces, such as rising gas prices and uncertainties in the housing sector, coupled with an excess in retail and restaurant capacity, have all resulted in additional pressures on the restaurant business, specifically in the mid-market, casual dining sector.

There is evidence that the stronger performance of many fast-food companies, despite the slowing growth in U.S. consumer spending, has also applied pressure on the higher-priced sitdown chains end of the restaurant sector as well.

"Fast-food restaurants are thriving right now while the casual dining restaurants are struggling," noted Morningstar restaurant analyst John Owens. Analysts have indicated that the restaurant industry may be more negatively impacted by the lagging housing sector than cost associated with fuel costs. Higher debt-service levels and sluggish housing prices could cause consumers to be even more demanding, forcing restaurants to either lower prices, which adds to their margin pressure, or find means to differentiate themselves from their competition to retain existing customers, as well as attract new ones.

Upscale dining has not evidenced these trends and continues to be an excellent target for Tootie Pie Company, Inc. with a quality comfort food dessert.

Offsetting Restaurant Trends with Geographical Growth

Retail Sales

The retail segment serves individual consumers through in-store sales at their Boerne storefront, orders via telephone and internet orders on their website. The Company utilizes many website marketing strategies, such as pay for click campaigns and medi-tags, in order to not only drive customers to their website, but to also track their purchasing practices.

Corporate Sales

Tootie Pie’s corporate segment serves businesses that purchase their pies for gifts, events and/or personal use. Their corporate sales program provides businesses a convenient and cost effective way to promote their company through customer and employee appreciation programs. Their corporate customers range in size from small businesses to large corporations, nationwide.

Tootie Pie believes this segment will play a key role in their future growth because their current corporate customers send their pies to their contacts and employees. Tootie Pie believes that once those end-recipients sample the quality of their pies, they may become their future customers.

Tootie Pie Company currently has in excess of one hundred corporate clients to whom they ship thousands of pies nationwide each year. Tootie Pie Company plans to continue a heavy focus on this market especially on the larger corporations who have the potential to become year-round partners.

Currently, a large percentage of Tootie Pie’s corporate sales are currently in Texas, Tootie Pie has initiated a relationships with large businesses ranging from California, Iowa and New York. The organic growth in this market is extremely opportunistic with high levels of growth multiples considering the opportunity for repeat business.

Corporate and Retail Sales are distributed nationally through third party carriers including Fed Ex and UPS.

Offsetting Restaurant Trends with Geographical Growth

Wholesale Sales

Wholesale customers are made up of regional and national broad-line foodservice distributors who purchase their products and then resell them to their customers.

The primary distributors are Ben E. Keith Foodservices and Sysco Foodservices. For the nine month period ending December 31, 2006, Ben E. Keith Food Services of San Antonio and Dallas/Fort Worth and Sysco Foodservices of San Antonio and Austin, combined for 33% of their overall sales, 18% and 15% respectively. The Company recently added U.S. Foodservice in Austin, Texas, as a new distributor as well.

Tootie Pie’s relationships with its wholesale food distributors has expanded from Ben E. Keith in San Antonio and the Dallas Fort Worth Area into three additional Ben E. Keith Warehouses including: Amarillo, Texas, Oklahoma City, Oklahoma, and Albuquerque, New Mexico. This places Tootie Pie Company in five of six Ben E Keith warehouses with plans to move into the Little Rock, Arkansas, warehouse in the future. Tootie Pie Company also expanded to the Sysco Houston market in the spring of 2007, opening up their third Sysco market with high growth potential in a large restaurant market.

While the most recent sales information does indicate a 33% wholesale distribution, that quarter includes the holiday season and an expanded retail demand. The prior quarter indicated a 42% wholesale distribution with only two of the now three wholesale distributors represented.

The distributors purchase their products in volume and then sell and deliver their products to their customers. The distributor customers are referred to as “end-users” and consist of restaurants, hotels, hospitals, schools, convention centers, and caterers. The size of their customers varies and range from local, regional, and national companies. Through the December 2006 public filings, the Company reported that these distributors have primarily sold to the central and south Texas markets. In its most recent press releases, the Company has announced the expansion of these distributors into other markets in Texas, as well as the surrounding states.

Both Ben E. Keith and Sysco Food Services are in an expansion and growth mode. Their growth serves as a benefit to Tootie Pie Company. U.S. Foodservice of Austin, Texas, has a large national presence and is expected to contribute equally to Tootie Pie’s margins.

Sales to Restaurants Through Wholesalers

Tootie Pie Company expects to continue to generate a large percentage of their business in the highend pie market to come from restaurant sales through wholesale food distributors. While the outlook for the restaurant industry in general was optimistic, as evidenced in the National Restaurant Association's comprehensive index of restaurant activity, which posted a solid increase in overall sales gains. We have also noted the pressures that the casual dining sectors are suffering, which should be taken into account. This reality may impede some growth in some segments for the Tootie Pie Company; it should not serve to impede their overall growth in restaurants seeking “differentiation” as an alternative to these industry pressures. We think the Company’s existing sales regions, those serviced by their wholesale food distributors, is illustrative of the successes the Company has achieved and that the market definitely exists for the high end desert category.

Ben E. Keith

Ben E. Keith Food Services was a customer in their Ben E. Keith Food Services of San Antonio and Ben E. Keith Food Services of Dallas/Fort Worth locations. Ben E. Keith Foodservices of San Antonio and Dallas/Fort Worth are part of Ben E. Keith Foodservices, a multi- state foodservice distributor. Ben E. Keith Foodservices of Dallas/Fort Worth sells to customers located in West Texas, North Texas, East Texas, and stretching into parts of northern Louisiana. Ben E. Keith Foodservices of San Antonio and Dallas/Fort Worth both service the Houston, Texas market.

Ben E. Keith has recently expanded its West Texas Division with a new $40 million warehouse east of Amarillo which will bolster the company's ability to ship its products throughout the state and region.

Sysco Food Services

Sysco Foodservices of San Antonio and Austin are part of Sysco Corporation, a national foodservice distributor. Sysco Food Services has recently expanded into East Texas with a new fold-out complex that is under construction in Longview, Texas, and is expected to be completed during the second calendar quarter of 2008. The facility will hold about 360,000 square feet of warehouse space and offices and will serve restaurants, schools, hospitals and hotels in parts of Texas, Louisiana, Arkansas and Oklahoma.

U.S. Foodservice

U.S. Foodservice is in transition in terms of ownership and was sold for $7.1 billion. This transition is expected to enhance U.S. Foodservice’s national footprint through restructuring and strengthening its capabilities and restoring profitability. U.S. Foodservice is the second-largest food-service distributor in the U.S. with 2006 net sales of $19.2 billion.

It distributes food and related products to 250,000 food-service customers, including restaurants, hospitals, hotels, schools, the government and other establishments where food is prepared away from home.

Restaurant Growth Compatible with Tootie Pie Growth

The outlook by the Association's Restaurant Performance Index (RPI)--a monthly composite index that tracks the health of and outlook for the U.S. restaurant industry--stood at 101.9 in March, up 1.1 percent from February, and its strongest gain in 17 months continues to be a positive indicator for lower end restaurants and the higher end restaurants which Tootie Pie does serve. And while casual dining is experiencing a slump, it is far from becoming extinct.

The Restaurant Performance Index remained above 100 for the 47th consecutive month, which represents expansion in the Association's composite index of eight key industry indicators.

Growth in the RPI to a 12-month high was fueled by broad-based gains in March, with seven out of eight indicators registering improvements from their February levels. Trends in the current situation indicators were particularly encouraging, with operators reporting solid improvements over the softer performances in the first two months of the year.

The RPI consists of two components--the Current Situation Index and the Expectations Index. The March increase in the RPI was driven by a solid increase in the current situation component of the index. The Current Situation Index, which measures current trends in four industry indicators (same-store sales, traffic, labor and capital expenditures), stood at 101.1 in March, up a strong 2.1 percent from its February level.

Fifty-five percent of restaurant operators reported a same-store sales gain between March 2006 and March 2007, up from 38 percent who reported sales gains in January and February. Twenty-eight percent of operators reported a same-store sales decline in March, down from 47 percent who reported similarly in February.

Customer traffic counts also improved sharply in March, with 45 percent of restaurant operators reporting an increase in customer traffic between March 2006 and March 2007, up from 32 percent who reported a traffic gain in February. Thirty-two percent of operators reported a traffic decline in March, down from 48 percent who reported similarly in February.

The Expectations Index, which measures restaurant operators' six-month outlook for four industry indicators (same-store sales, employees, capital expenditures and business conditions), stood at 102.6 in March, up 0.2 percent from February and its strongest level in 12 months.

Restaurant operators are increasingly optimistic about sales growth in the coming months. Fifty-five percent of restaurant operators expect to have higher sales in six months (compared to the same period in the previous year), up from 51 percent who reported similarly last month.

Seasonal Sales Impact on Revenue

Tootie Pie’s revenues are principally derived from selling their pies to individuals, corporations, and distributors. Due to the seasonal nature of their business Tootie Pie Company expects there will be large fluctuations in the percentage breakdown between the categories of their business reported at the various reporting periods.

Their retail and corporate customers buy throughout the year, however, the vast majority of their revenue from their retail and corporate customers comes during the period between October through December, or the Company’s third quarter. Sales to their wholesale customers do not experience quite the same level of seasonal fluctuations as retail and corporate do, although those sales show a good spike during the fall weather months as well. Tootie Pie anticipates the strongest sales periods for their wholesale business to be from April through December, or their first, second and third quarters.

Since its inception on June 16, 2005, Tootie Pie Company spent the first four months, June through October, on fundraising and tenant finish to their manufacturing facility in Boerne, Texas.

Limited operations commenced in September 2005 in the original Medina facility and in November 2005 in their main facility in Boerne.

Therefore, the short period ending December 31, 2005 is provided for information purposes and does not necessarily provide a true picture of accepted comparable periods. The increases from the prior year periods were primarily attributable to the increase in revenues generated from pie sales to their existing and new retail, corporate and distributor customers, as well as increased transaction volume resulting from opening new distributor territories.

Take Out for Holidays Booming

With its ever growing restaurant business, the Tootie Pie Company is developing a presence as a take out item for the holiday seasons. The National Restaurant Association has also indicated that increasing activity-driven, time-starved lifestyles are prompting more people to turn to restaurants to help simplify items for holidays and family gatherings; and so take home meals are playing and increasingly larger role in celebrations and gatherings, such as Thanksgiving Day. The presence and availability of a premium pie is particularly fundamental to this season of the year.

While one in ten consumers dines out on Thanksgiving Day, 53 percent use restaurantprepared takeout items for all or part of their holiday meals including deserts and pies.

The nation's 925,000 restaurants are an essential part of the lifestyle of more than half of all Americans on Thanksgiving Day. This option allows time-starved Americans more time to enjoy the holiday without cooking or cleaning.

The National Restaurant Association indicated that for 2006 fifty-three percent of Americans will rely on food prepared away from home for part or all of their Thanksgiving dinners by utilizing restaurant takeout options, according to the research. Eleven percent of Americans have their Thanksgiving Day meal at a restaurant.

Consumers living in smaller households and households without children are more likely to dine out on Thanksgiving Day. Males are more likely than females to eat at a restaurant during the holiday period. Generally, younger adults are more likely to use restaurant takeout items as part of their Thanksgiving meal at home, the research found.

Marketing & Sales

Tootie Pie Company recognizes the trends in restaurants, and the potential that exists in that industry. Their sales are skewed toward wholesale food services. There are no specific numbers available from the Company illustrating the distinction between margins for retail and internet sales, as compared to wholesale foodservice sales. The Company considers this information proprietary but acknowledges that retail margins are better than wholesale.

Sales Force. Tootie Pie Company’s stair step business model currently consists of a small sales force, with plans for expansion over the upcoming months. Tootie Pie has targeted national accounts that represent multiple units in multi-state regions on a select basis. Their current focus is on building regional chain accounts running on average of 10-20 units.

Food Service Broker. Tootie Pie Company also utilizes the services of a food service brokerage company, whose services include sales support and ongoing assistance in managing key distributor relationships.

Distributor Representatives. Distributor sales representatives are utilized as a primary contact point between the end-user and the Company. Tootie Pie Company has developed a marketing presentation for in-house distributor sales meetings and district sales meetings. For personalized support, the Company conducts ride-alongs with the individual distributor sales representatives to assist in the selling process and maintain client contact for needs awareness and product feedback.

Email Campaigns for Database. Tootie Pie Company engages in regular, generally event driven, email campaigns to their existing customer database; promoting their pies and offering specials. The Company’s growing database serves as a cost-effective and productive sales tool, providing the Company with consistent trends, ordering patterns, and percentages for future marketing efforts.

Enhanced Web Presence. The Company’s web site is a growing source of sales as well and they intend to continue to utilize various e-commerce sales methods, such as pay for clicks, to enhance search engine optimization rankings. It is their intention to modify their website to facilitate e-commerce sales transactions from point of sale through accounting and contact management software.

Food Shows. Tootie Pie Company regularly attends wholesale food shows, sponsored by each of their distributors. These shows provide the greatest opportunity for Company representatives to personally preview and market Tootie Pie’s to end users; oftentimes resulting in on the spot sales.

Tootie Pie Company also participates in regional and local high-end events like Wine & Food Festivals. These events are typically very high profile, highly publicized events, where customers come from all over to sample some of the area’s finest handmade foods and wines. Tootie Pie Company is already mapping out a national attendance calendar for similar events outside its existing region. They are carefully choosing select high profile events in certain target markets, such as the National Pie Championship in Celebration, Florida.

High Quality Reflected in Award

The high quality of Tootie Pie’s was validated recently by winning First Place at the 2007 APC/ Crisco National Pie Championship, Commercial Division, held recently in Orlando, Florida. The National Pie Championship is conducted annually by the American Pie Council. Contestants compete in several categories, including Amateur, Professional, and Commercial.

Tootie Pie Company Financials

For Period Ending December 31, 2006:

Tootie Pie Company does not believe that 2006 revenues are indicative of 2007 revenues. 2007 results will be a better reflection of the success of their sales efforts through their two primary food service distributors, who were just coming online in 2006. These two distributors are themselves in significant sales expansion mode, as noted elsewhere in this report. This should benefit the sales of Tootie Pie’s as well, as their pies are added from one distributor market to another. The Company also envisions added sales with the addition of other distributors in key markets as well.

Gross Margin Fluctuation Steady Increase:

Gross margin after depreciation was 63.6% of net sales for the quarter ended December 31, 2006 compared to 22.5% for the quarter ended December 31, 2005. Gross margin after depreciation was 50.4% of net sales for the nine months ended December 31, 2006 compared to 16.9% for the short period ended December 31, 2005. The 41.1 percentage point improvement for the quarter ended December 31, 2006 and the 33.5 percentage point improvement for the nine months ended December 31, 2006 in their gross margin are attributable to fixed cost of manufacturing being spread over an increased number of units sold and improvements in manufacturing efficiencies which reduced overall unit cost. The result is higher gross profits for each unit sold. Tootie Pie expects continued gross margin improvements as Tootie Pie refines their manufacturing process.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses increased to $238,026 for the quarter ended December 31, 2006, from $147,565 for the quarter ended December 31, 2005. Selling, general and administrative expenses for the nine months ended December 31, 2006 increased to $507,104 from $172,424 for the short period ended December 31, 2005. The increase from the prior year quarter and period were principally due to the effects of moving from the “start-up” phase of operations, coupled with a short reporting period, to full scale operations and corresponding full reporting periods. During its first full year of operations, the Company was able to enjoy some of the benefits derived from managing unit sales growth, opening new market territories, employing some basic manufacturing techniques, as well as some basic customer support capabilities, thereby enhancing results on a full year basis.

Net Loss:

Net loss decreased to $20,525 for the quarter ended December 31, 2006 from $124,211 for the quarter ended December 31, 2005 and increased to a net loss of $244,382 for the nine months ended December 31, 2006 from a loss of $152,394 for the short period ended December 31, 2005. The net loss decrease for the quarter ended December 31, 2006 is a result of their successful marketing efforts to grow their sales during their peak holiday season, November and December. The net loss increase for the nine months ended December 31, 2006 is attributable to moving from their initial short “start up” reporting period, to a nine month reporting period.

For periods reported below customers were in the following categories:

Category
Three month period ended Dec. 31, 2006
Three month period ended Dec. 31, 2005
Nine month period ended Dec. 31, 2006
Inception, June 16, 2005 to Dec. 31, 2005
Retail
39%
72%
33%
75%
Corporate
37%
23%
25%
21%
Wholesale
24%
05%
42%
04%
Totals
100%
100%
100%
100%

Expanding gross margin are attributable to fixed cost of manufacturing being spread over an increased number of units sold, as well as some improvements in manufacturing efficiencies; thereby reducing overall unit cost. The result is higher gross profits for each unit sold. While the gross margin percentage will continue to fluctuate as the manufacturing process is refined it will clearly continue to support higher margins as sales increase.

The net loss decrease for the quarter ended December 31, 2006 is a result of the Company’s successful marketing efforts to grow our sales during their peak holiday season, from October through December. The net loss increase for the nine months ended December 31, 2006 is attributable to moving from an initial short “start up” reporting eriod, to a nine month reporting period.

Legal Proceedings

Tootie Pie currently is not aware of, or a party to, any legal proceedings. Additionally, their officers and directors, in their capacity as such, are not a party to any litigation.

Stock Based Compensation Plans

Tootie Pie does not have a stock-based compensation plan; however Tootie Pie has issued stock to employees and non-employees from time to time as compensation for services rendered. The expense recorded for the services rendered was based on market value of the underlying common stock on the date the shares were issued. The market value was determined to be the per share cash price paid by willing investors near the time the stock was issued.

Tootie Pie has also granted options to their directors and officers.

Conclusion

Sales growth, particularly in the wholesale food service sector, will continue to grow exponentially for the foreseeable future, with sales anticipated to at least double to in excess of $1 million in the current fiscal year. We envision sales to continue to grow dramatically as the Company’s distributors begin selling their pies into new territories and using them to open new distribution.

Growth is expected to continue on a six figured percentage basis from year to year and year over year; as well as from quarter to quarter and quarter over quarter. As a result of expanding revenues, and a continual improvement in manufacturing capabilities, Tootie Pie Company envisions continued improvement in Gross Profit Margins, which will impact bottom line results in most favorable terms.

Tootie Pie Company’s products have clearly demonstrated their “channel opening” capabilities, evidenced by partnerships with well established national and regional food distributors, which will continue to fuel dramatic sales growth. The fact that so many end users carry the pies by the brand name, the Tootie Pie Company is also adding to shareholder value in the building of its brand.

Tootie Pie Company “TOOT” is considered to be a VERY ATTRACTIVE growth stock. We consider this stock a “BUY” and we have a target price of $3.37 per share near term.

Management

 

Don Merrill, President & CEO

Mr. Merrill (47) has over twenty years experience in the capital markets, with an emphasis on early stage companies and venture capital. He began his career at Merrill Lynch, a respected financial services company, where he had over $200 million under management. Mr. Merrill has established a successful track record of recognizing and assisting early stage companies whose business opportunities represented significant potential for growth.

Mr. Merrill has provided his expertise to companies in many business sectors; including specialty retail, retail distribution, telecommunications, and high tech communications. Mr. Merrill has evaluated many young companies and assisted in raising tens of millions of dollars in both public and private equity.

Mr. Merrill has been married for over twenty years to his wife, Cathy. They have three children; Matt, (18) and Emily and Liz (15). They live in Boerne, a small community just outside San Antonio, Texas.

 

David Patterson, Treasurer & CFO

As a Certified Public Accountant, Mr. Patterson has twenty plus years experience in a variety of industries including public accounting, oil and gas, commercial banking (including extensive loan workouts and asset management), not-for-profit, foodservice brokerage, and other related experience including consulting in industries ranging from insurance to oil & gas.

He has succeeded in all sizes and types of organizations and positions from being an auditor for Touche Ross, an international CPA firm, to serving as an accounting supervisor for Tesoro Petroleum; from serving as a senior loan and asset manager for Gill Savings in San Antonio to being a senior loan workout officer and head of the commercial real estate department for Fleet Bank-New Hampshire; from being an owner and operator of a start-up foodservice brokerage company to having his own Consulting/CPA practice providing services on merger and acquisitions and contract CFO/Controller to serving as a team leader for a Sarbanes Oxley compliance project for Baker Hughes, a large international oil & gas services company based in Houston, TX.

Mr. Patterson has been married for thirty two years to his wife, Denine. They have two boys Aaron (26) and Ragan (23). They reside in San Antonio, Texas. His hobbies include golf, singing and home renovation.

 

Jeff Bailey, Vice President of Corporate Development

Jeff joined JPMorgan Chase Bank following his graduation from Texas A&M University in May of 2001. Upon joining the bank, Jeff participated in the Middle Market Analyst Training Program in New York City. The training program included the study of market dynamics, financial accounting, corporate finance and credit underwriting.

Upon completion of his training, Jeff joined the San Antonio Middle Market banking group in January of 2002. As an Analyst and then an Associate, Jeff was involved in underwriting and extending credit to companies in numerous industries ranging from $10 million to $1 billion in revenues. His roles involved research, financial analysis and presentation skills coupled with client support and marketing efforts. With these responsibilities, Jeff assisted companies in securing financing for capital improvements, acquisitions and working capital needs.

 

Bobbie Keese, Vice President of Baking Operations

Bobbie is the daughter of Tootie Feagan and has been involved in baking pies with her mom, off and on, for many years. She worked and held numerous responsibilities for the Medina ISD from 1974 to 1982. Following her work in the school district, she pursued the personal travel industry, joining with Chaparral Travel in 1982. In 1987, she and three partners started a new travel agency in Kerrville, Texas named dventure Travel, which is consistently voted the best travel agency in the hill country each year. Bobbie worked full-time at the agency through 1998 and maintains her partner status to date.

In 2001, Bobbie went back to Medina to take over the full operation of the Tootie Pie Company while her mother, Tootie, underwent hip surgery and recovery. She handled all facets of the business on a daily basis for one year until Tootie’s return. In addition to the above she has held positions at Billing Concepts as an account manager, and as an insurance agent for USAA in San Antonio. In September of 2005, Bobbie joined Tootie Pie Co. to oversee all baking operations and quality control.

 

Kimberly Lee, Sales Director

Kimberly Lee (48) has over twenty years experience in sales and management with a very diverse background. Entering the field of Interior Design and then as a business owner in the late 80’s, she worked with many prestigious builders in the San Antonio
and South Texas area.

She then spent a few years at home raising 4 boys: Kody (24), Travis (22), Austin (17), and Carson (15). While at home, she ran a child care facility where she kept infant to toddler aged children.

This lead to home schooling her children over the next 8 years. Kimberly then had a very successful home-based business with Pampered Chef where she earned top sales and recruiting achievement in the company for 7 consecutive years. She shared this business opportunity with others and built a team of over 100 consultants, while helping them to develop their own businesses through training and programs.

About Equity Stock Analysis

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EQUITY STOCK ANALYSIS "three-dimensional" rating system communicates risk and a time horizon in addition to the recommendation itself.

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Equity Stock Analysis employs only Certified Financial Analysts that agree in writing to follow a Code of Ethics when conducting an analysis for Equity Stock Analysis. The designated Code of Ethics is stated below and was endorsed by the Certified Financial Analysts Institute Board of Governors in May of 2005. The new Code of Ethics for Certified Financial Analysts became effective 1 January 2006.


• Act with integrity, competence, diligence, respect, and in an ethical manner with the public, clients, prospective clients, employers, employees, colleagues in the investment profession, and other participants in the global capital markets.

• Place the integrity of the investment profession and the interests of clients above their own personal interests.

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• Practice and encourage others to practice in a professional and ethical manner that will reflect credit on themselves and the profession.

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In addition to this Code of Ethics each and every Certified Financial Analysts for Equity Stock Analysis also agree in writing to uphold the highest industry standards as stated below.

Independence and Objectivity


Certified Financial Analysts employed by Equity Stock Analysis guarantee and agree to use reasonable care and judgment to achieve and maintain independence and objectivity in their professional activities.

Certified Financial Analysts employed by Equity Stock Analysis guarantee and agree to not offer, solicit, or accept any gift, benefit, compensation, or consideration that reasonably could be expected to compromise their own or another’s independence and objectivity.

Misrepresentation

Certified Financial Analysts employed by Equity Stock Analysis guarantee and agree to not knowingly make any misrepresentations relating to investment analysis, recommendations, actions, or other professional activities.

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Certified Financial Analysts employed by Equity Stock Analysis guarantee and agree to not engage in any professional conduct involving dishonesty, fraud, or deceit or commit any act that reflects adversely on their professional reputation, integrity, or competence.

Market Manipulation

Certified Financial Analysts employed by Equity Stock Analysis guarantee and agree to not engage in practices that distort prices or artificially inflate trading volume with the intent to mislead market participants.

Rating System

Rating Stocks

Equity Stock Analysis evaluates stocks as elements of a going enterprise or a business. We believe that a purchase of share of a business at a discount to the intrinsic value of the business will compound the value of the stock over a long period of time. We believe this investment is the best way to create wealth in the stock market.

Cash generated in the short term or within a year is worth more than cash generated several years down the road, and cash from a stable business is worth more than cash from a cyclical or uncertain business.

Risk Impacts Rating

Equity Stock Analysis has more confidence in our cash-flow forecasts for strong companies and they will receive a higher rating.

The future is inherently uncertain, and that uncertainty is greater for some companies than it is for others. If a stock’s market price is significantly above our fair value estimate, it will receive a lower rating, no matter how wonderful we think the business is. Even the best company is a poor investment if an investor overpays for its shares.

Change of Rating

Equity Stock Analysis fair value estimates do not change often, but market prices do. A stock may gain or lose its rating status based exclusively on movement in the share price.

If Equity Stock Analysis believes a stock’s fair value is $50, and the shares decline to $40 without a significant change in the value of the business, the rating will go up. The estimate of what the business is worth hasn’t changed, but the shares are more attractive as an investment at $40 than they were at $50.

Timing of Ratings Calculations:

Equity Stock Analysis calculate