The Farmer’s Cow Calfe & Creamery

Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

Founded by a group of six family farmers, we are a true farm-to-table cafe and ice cream shop, with all of our ice cream, eggs, vegetables and other ingredients coming fresh from local farms. It's a freshness you can taste in every product on our menu.
Our goal is to grow to over 225 franchised and corporate locations. We believe in local farmers, and will provide an outlet for their production while offering fresh, delicious sandwiches, salads and ice cream to our customers.

Milestones

FC Development, Corp. was incorporated in the State of Delaware in July 2019.

Since then, we have:

• Record 2020 sales growth and operational profitability vs. restaurant sales down -30% during Covid.
• Nearly 70% of consumers prefer restaurants that offer locally sourced ingredients. (Nielsen)
• Industry heavyweights. CEO Karlin Linhardt, former CMO Papa Johns and SVP Subway.
• The Farmers Cow has a proven plan to scale locally sourced products as we expand nationally.
• Reasonably-priced craveable sandwiches, salads, and ice cream treats made from locally sourced ingredients.
• Strong digital results with our new app. Other investments in mobile convenience will set this concept apart.

Historical Results of Operations

Our company was organized in July 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 31, 2020, the Company had revenues of $616,202 compared to the year ended December 31, 2019, when the Company had revenues of $115,870. Our gross margin was 60.76% in fiscal year 2020, compared to 95.75% in 2019.
• Assets. As of December 31, 2020, the Company had total assets of $1,147,619, including $4,047 in cash. As of December 31, 2019, the Company had $1,115,881 in total assets, including -$527 in cash.
• Net Loss. The Company has had net losses of $238,717 and net losses of $19,741 for the fiscal years ended December 31, 2020 and December 31, 2019, respectively.
• Liabilities. The Company's liabilities totaled $1,031,360 for the fiscal year ended December 31, 2020 and $1,134,622 for the fiscal year ended December 31, 2019.

Related Party Transaction

Refer to Question 26 of this Form C for disclosure of all related party transactions.

Liquidity & Capital Resources

To-date, the company has been financed with $1,290,665 in debt and $510,783 in equity.

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 12 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 12 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

FC Development, Corp. cash in hand is $41,000, as of May 2021. Over the last three months, revenues have averaged $62,000/month, cost of goods sold has averaged $15,000/month, and operational expenses have averaged $75,000/month, for an average burn rate of $28,000 per month. Our intent is to be profitable in 12 months.

We signed an industry heavyweight to our Board; Karlin Linhardt and then he agreed to come on as our President CEO.  We are also in the process of negotiating with a large trust for a cash injection of $5,000,000 in the form of equity and debt, which we believe is very close to closing.

The reason that Karlin joined our team is because he believes in the brand, concept, template, & management team, which confirms what we've been thinking all along:  That our company has VERY strong potential, and is unique in the sea of fast-casual concepts.   After the record sales we saw during Covid last year, we are greatly anticipating very strong success in 2021 and beyond.  In January 2021, our sales were up 22% over last year, despite Covid cases running rampant in our area and not being present last year.

We anticipate seeing record setting revenue months along with being on our way to a record year.  We anticipate $60k in March, $70k in April, $80k in May, $85k in June, & $100k in July & August. We expect expenses for each month to be $15k above revenues.

To cover short term burn, we have the profits from our current store, which we forecast will equate to $134,000 this year, although not guaranteed. We think this is probably conservative because we are anticipating a very strong summer and equally strong fall & winter as the vaccine helps to reduce the fear of Covid.  Outside of funds raised from this offering & profits from the store, there are no other sources of capital on which we can rely.