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

Created by farmers, the Farmer's Cow brand is sustainably focused and community driven.  With our fast casual restaurants and future grocery products along with our clean energy focus, we are a company like no other in the world.FC Development, Corp. is the partnership that was formed to manage and expand the Farmer's Cow brand.  We possess a truly unique story that will resonate with both the left and the right and everyone in between.  Our trademark, which we believe will become the industry benchmark for all other consumer brands to be measured against, will showcase a level of stewardship to the community and the environment that we believe could transcend the Farmer's Cow brand.Our intent is to not only expand the brand itself through grocery products and restaurant growth, but to license our brand to other farms, so that we are able to replicate the local brand feel here in New England across the country.  This will not only help many other farmers across the US, but will also allow us to make a big impact in every communtiy that the Farmer's Cow products and restaurants are available in. We have a giving initiative that states that we will give away 10% of our profits in the form of feeding the food insecure while helping to support education in every community that we're planted in as well!

Milestones

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

Since then, we have:

• 2003, six Connecticut, family-owned dairy farms started The Farmer’s Cow, a local agriculture co-op 🐄
• The Farmer’s Cow has become a household brand name in New England, sold in 9 states 🇺🇸
•  In 2011, Farmer’s Cow created a restaurant, called The Farmer's Cow Calfé & Creamery 🍽🥪🥗🍦 and it's been highly successfuly over the years, including achieving profitability for the full year of 2020, during the height of Covid and the worst year in restaurant history
• 2019, Farmer’s Cow partnered with FC Development Corp (FCDC) 🤝
• FCDC leads, operates and manages the expansion of the Calfé; corporate stores, franchises, and grocery products for the Farmer's Cow brand 🏗
• 2 of the Farmer's Cow farms have an anaerobic digester on site, generating clean electricity right now from the methane from the manure and there are plans for the other farms to participate in farming clean energy in the near future as well ♻️
• Many new Farmer's Cow grocery products are on the way in 2025 and several more afterwards as well.  📈
• We have a new flagship restaurant in Berlin, CT, which also has a drive-thru, which essentially establishes a new business model within the industry.  Using new tech to produce food quickly without sacrificing quality while not serving anything fried, but being squarely in the fastest growing segment within the restaurant industry - Fast Casual, but with a farm-to-table twist.
• We have a fantastic leadership team that has a proven track record of success and a tremendous amount of business experience within several industries.  The team is battle hardened and one of exellence, operating at an extreme level of execution and efficiency and are now poised for our vertical expansion.

Historical Results of Operations

• Revenues. For the period ended December 31, 2023, the Company had revenues of $644,149.68. compared to the year ended December 31, 2023, when the Company had revenues of $641,237.62. 
• Assets. As of December 31, 2023, the Company had total assets of $1,987,158 including $310,567.47in cash. As of December 31, 2022, the Company had $1,786,138.06 in total assets, including $3,310.07 in cash.
• Net Loss. The Company has had net losses of $139,892.82 for the fiscal year ended December 31, 2023 and a net loss of $876,994.15 for fiscal year ending December 31, 2022.
• Liabilities. The Company's liabilities totaled $1,522,438.29 for the fiscal year ended December 31, 2023 and $2,417,793.94 for the fiscal year ended December 31, 2022.
• The current liabilities, as of November, 2024 are $618,752.27, seeing a massive reduction in the debt overall for the company.

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 primarily with $1,960,783 in equity.

We did hit our goals with this crowdfunding offering, but have since filed a Reg D to continue our capital raise to finance our expansion.We do, however plan on launching a new crowd-funding campaign over the next few months as well, now that we have laid such an amazing foundation for the company to grow from..

We have utilized the proceeds from our Reg C and Reg D raises generally in line with what was forth in this Form C under "Use of Funds" section.Because of the complexities and uncertainties in establishing a new business strategy along with the capital intensity involved in opening up restaurants, we will most likely need to continue to raise capital in the future, despite increased profitibablity of each location along with our grocery division.  
Runway & Short/Mid Term Expenses

FC Development, Corp. cash in hand is $113,000, as of December 2024. Over the last three months, revenues have averaged $75,000/month, cost of goods sold has averaged $23,500/month, and operational expenses have averaged $95,000/month, for an average burn rate of $43,500 per month. Our intent is to be cash flow positive within 12 months.

We anticipate seeing record setting revenue months in both the restaurants and the grocery division, on our way to a record year in 2025.  We anticipate revenues of $80k in January, $80k in February, $100k in March, $115k in April, & $130k in May & June. We expect expenses for each month to be $15k above revenues, on our way to full profitability by the middle part of 2025.

We believe that we'll need another $850,000 in funding to become profitable, which will allow us to launch the next grocery products and open up one more restaurant.

We have the profits from our current stores and upcoming grocery products launch, which we forecast will equate to over $300,000 in 2025, though this amount is conservative.   

All projections in the above narrative are forward-looking and not guaranteed.