Painterland Sisters

The Company is committed, both based upon the Company’s goals, and by our marketing pitch for our products, to purchasing our organic milk from small Pennsylvania farms and, in particular, from the Family Farm, which could result in the Company paying higher prices to obtain organic milk for its products than we would otherwise pay if it was willing to seek organic milk from other sources of supply.


Part of the reason the Managers started the Company was to ensure an outlet for the milk produced by Pennsylvania family dairy farms, but in particular, by the Family Farm, which is in its third generation of ownership. While the Company may be able to obtain organic milk products from various sources outside of Pennsylvania and outside of the Family Farm at lower prices, the Managers fully intend to use every effort to purchase as much of the Company’s organic milk requirements as it can from Pennsylvania sources and, in particular, from the Family Farm. The Company will be seeking to enter into an agreement with the Family Farm to secure the supply of milk by the Family Farm to the Company. As a result, you should only invest in the Company’s securities if you are comfortable that the Managers are biased to use the Company to help Pennsylvania dairy farms and the Family Farm by purchasing their dairy products.

Our business expansion goals are focused on selling to large regional and national outlets.

A risk when selling into larger retail chains is the potential for high costs associated with doing business with them. These costs may include slotting fees, which are fees charged by the retailer for a product to be placed on their shelves, as well as deductions for damaged products or unsold inventory. These costs can significantly impact profitability and cash flow, making it important for businesses to carefully evaluate the financial implications of selling to larger retail chains.

Given the Managers’ interest in using the Company’s business to sustain the demand for the Family Farm’s milk products and to help other Pennsylvania dairy farmers, the Managers do not foresee that they will be interested in selling the Company unless the vision of the potential buyer is aligned. 

The Manager’s long-term plan for the Company does not include selling the Company unless the vision of the potential buyer is aligned with sourcing milk from the Family Farm and like minded organic farms in their area along with providing a nutritious, organic, real dairy product nationwide.

The Company may never receive a future equity financing or elect to convert the Securities upon such future financing. In addition, the Company may never undergo a liquidity event such as a sale of the Company or an IPO. If neither the conversion of the Securities nor a liquidity event occurs, the Purchasers could be left holding the Securities in perpetuity. The Securities have numerous transfer restrictions and will likely be highly illiquid, with no secondary market on which to sell them. The Securities are not equity interests, have no ownership rights, have no rights to the Company’s assets or profits and have no voting rights or ability to direct the Company or its actions.

Jim Hyland is a part-time fractional officer. As such, it is likely that the company will not make the same progress as it would if he or someone similar were not there.

Our indebtedness could adversely affect our business. 

The Company has substantial debt in the form of a $1.0 million line of credit from First Citizens Community Bank which is currently fully drawn. In addition, the Company has entered into a $300,000 line of credit from First Citizens Community Bank which is currently fully drawn. In addition, the Company has borrowed approximately $524,604 from related parties, whose loans accrue the AFR lowest interest rate on long term loans; which as of May 2023 was currently 3.72%  and are due and payable on demand.

The Company’s indebtedness may: 

• make it difficult for the Company to satisfy its obligations, including paying operating costs; 

• limit its ability to obtain additional financing to operate the Company’s business; 

• require it to dedicate a substantial portion of its cash flow to service debt, reducing its ability to use cash flow to fund working capital, capital expenditures and other general corporate requirements; 

• limit its flexibility to plan for, and react to, changes in the Company’s business and the industry in which it operates;

• place it at a competitive disadvantage relative to some of our competitors that have less debt; 

• make it more vulnerable to increases in interest rates, resulting in higher interest costs in respect of floating rate debt;  and

• increase its vulnerability to general adverse economic and industry conditions, including changes in interest rates, increase raw material prices or a downturn in the Company’s business or the economy.

Covenant restrictions under our credit facility agreements may limit our ability to operate our business. 

The Company’s loan agreement contains, among other things, covenants that restrict our ability to finance future operations or capital needs or to engage in other business activities including, among other things, our ability to: 

• incur additional indebtedness; 

• make significant operational changes;

• create liens on or sell our assets; 

• pay distributions on or repurchase units; 

• make restricted payments; 

• create or permit restrictions on the ability of subsidiaries to pay dividends or make other distributions; 

• enter into transactions with affiliates; and 

• engage in mergers, consolidations and certain dispositions of assets.

In addition, we are required to maintain specified financial ratios and tests which may require that we or they take action to reduce debt or to act in a manner contrary to our business objectives.  Events beyond our control, including changes in general business and economic conditions, may affect our ability to meet those financial ratios and tests. 

We may not meet those ratios and tests, and our lender may not waive any failure to meet those ratios and tests.  A breach of any of these covenants or failure to maintain these ratios would result in an event of default on our loans.

Upon dissolution of the Company, you may not recoup all or any portion of your investment.

In the event of a liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the assets of the Company will first be used to satisfy the Company’s secured creditors.  If any assets remain, those assets will then be used to satisfy the Company’s unsecured creditors (which include holders of the SAFEs).  If any assets remain after the payment of all of our debts and liabilities, those remaining assets will then be distributed to all Members, pro rata in proportion to their holdings of units of membership interest in the company, subject to any contractually provided preference to one or more classes of units of membership interest.  There can be no assurance that we will have available assets to pay off our creditors, or that there will be any proceeds remaining for distribution to the holders of units of membership interest in the Company upon such a liquidation, dissolution or winding-up of the Company.  In this event, you could lose some or all of your investment.

Because we rely on a limited number of third-party suppliers, we may not be able to obtain raw materials on a timely basis or in sufficient quantities to produce our products or meet the demand for our products.

We rely on a limited number of vendors to supply us with raw materials including, most importantly, organic milk.  Our financial performance depends in large part on our ability to arrange for the purchase of raw materials in sufficient quantities at competitive prices.  We are not assured of continued supply or pricing of raw materials.  If any of our suppliers were to breach their obligations under applicable supply agreements, our supply of raw materials would be in jeopardy.  In addition, suppliers of raw materials with whom we do not have a supply agreement could discontinue or seek to alter their relationship with us.  Events that adversely affect our suppliers of raw materials could impair our ability to obtain raw material inventory in the quantities that we desire.  Such events include problems with our suppliers’ businesses, finances, livestock, labor relations, costs, production, insurance and reputation, as well as natural disasters, fires or other catastrophic occurrences.

We currently use three cooperative suppliers with access to hundreds of family dairy farms for the organic milk used in our products. Any interruption in the supply of organic milk from our suppliers would have a material adverse effect on our business if we cannot replace these suppliers in a timely manner or at all. 

We currently have ten suppliers for non-milk components used in our production. Any interruption in the supply of non-milk components from our suppliers would have a material adverse effect on our business if we cannot replace these suppliers in a timely manner or at all. 

All of our ingredients must be certified USDA Organic. The supply of USDA Organic ingredients is not unlimited. Any problems with the USDA Organic supply chain for our ingredients would have a material adverse effect on our business. 

If we need to replace an existing supplier, there can be no assurance that supplies of raw materials will be available when required on acceptable terms, or at all, or that a new supplier would allocate sufficient capacity to us in order to meet our requirements, fill our orders in a timely manner or meet our quality standards.  If we are unable to manage our supply chain effectively and ensure that our products are available to meet consumer demand, our operating costs could increase and our profit margins could decrease.

We use a limited number of distributors for the substantial majority of our sales, and if we experience the loss of one or more distributors and cannot replace them in a timely manner, our results of operations may be adversely affected.

As of May 30, 2023 respectively, the Company has a customer concentration among three customers.  One of those customers accounts for approximately 11% of revenue, and the other two account for approximately 19% and 26% of the Company’s revenue, for a total concentration of revenue of 56% among those three customers. 

Loss of our co-manufacturer relationship, or our failure to timely identify and establish relationships with a new co-manufacturer, could harm our business and impede our growth.

All of our revenue is derived from products manufactured at manufacturing facilities owned and operated by our co-manufacturer (Reykjavik Creamery). Despite a binding agreement to the contrary, our co-manufacturer could seek to alter or terminate its relationship with us or otherwise breach such agreement, leaving us with periods during which we have limited or no ability to manufacture our products.  If we need to replace our co-manufacturer, there can be no assurance that additional capacity will be available when required on acceptable terms, or at all.

An interruption in, or the loss of operations at, our co-manufacturing facilities, which may be caused by work stoppages, disease outbreaks or pandemics, acts of war, terrorism, fire, earthquakes, flooding or other natural disasters, could delay, postpone or reduce production of some of our products, which could have a material adverse effect on our business, results of operations and financial condition until such time as such interruption is resolved or an alternate source of production is secured.

Food safety and food-borne illness incidents or advertising or product mislabeling may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings. 

Selling food for human consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of, and public awareness regarding, food safety.  We are subject to risks affecting the food industry generally, including risks posed by the following: food spoilage or food contamination; consumer product liability claims; product tampering; the possible unavailability and expense of product liability insurance; and the potential cost; regulatory actions related to labeling and marketing and disruption of a product recall.

Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell, or involving our co-manufacturer or raw material suppliers, could result in the discontinuance of sales of these products or our relationships with such co-packers and suppliers, or otherwise result in increased operating costs, regulatory enforcement actions or harm to our reputation.  Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civil liability.  Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits.  Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits.  Any judgment against us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid from our cash reserves, which would reduce (and could exhaust or exceed) our capital resources.

The Occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales.  Furthermore, any instances of food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers, depending on the circumstances, to conduct a recall in accordance with FDA regulations, and comparable state laws.  Food recalls could result in significant losses due to their costs, the destruction of product inventory, lost sales due to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potential negative impact on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brand and reputation.  The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits.

We may not be able to compete successfully in our highly competitive market.


We operate in a highly competitive market. Numerous brands and products compete for limited retailer shelf space. In our market, competition is based on, among other things, product quality and taste, brand recognition and loyalty, product variety, interesting or unique product names, product packaging and package design, shelf space, reputation, price, advertising, promotion and nutritional claims.


We compete with other food brands that develop and sell yogurt and similar products including, but not limited to, Norr, Siggis, Icelandic Provisions, Thor, Green Valley and Chobani. These competitors may be more innovative, have more resources and better brand recognition, have access to more shelf space with retail outlets and be able to bring new products to market faster. We compete with these competitors for retailer shelf space and consumers.


Generally, the food industry is dominated by multinational corporations with substantially greater resources and operations than us. We cannot be certain that we will successfully compete with larger competitors that have greater financial, sales and technical resources. Conventional food companies may acquire our competitors or launch their own competing products, and they may be able to use their resources and scale to more easily respond than we can to competitive pressures and changes in consumer preferences by introducing new products, reducing prices or increasing promotional activities, among other things. Retailers also market competitive products under their own private labels, which are generally sold at lower prices and compete with some of our products. Similarly, retailers could change the merchandising of our products, and we may be unable to retain the placement of our products on store shelves to effectively compete. Competitive pressures or other factors could cause us to lose market share, which may require us to lower prices, increase marketing and advertising expenditures, or increase the use of discounting or promotional campaigns, each of which would adversely affect our margins and could result in a decrease in our operating results and profitability. See “Business—Competition.”

Changes in consumer preferences could adversely affect our business. 

The food industry, in general, is subject to changing consumer trends, demands and preferences.  Trends within the food industry frequently change, and our failure to anticipate, identify or react to changes in these trends could lead to reduced demand and prices for our products, among other concerns, and could have a material adverse effect on our business, financial condition and results of operations.

Our brand and reputation may be diminished due to real or perceived quality or health issues with our products, which could have an adverse effect on our business, reputation, operating results and financial condition.

We believe our consumers rely on us to provide them with high-quality products.  Therefore, real or perceived quality or food safety concerns or failures to comply with applicable food regulations and requirements, whether or not ultimately based on fact and whether or not involving us (such as incidents involving our competitors or the dairy industry generally), could cause negative publicity and reduced confidence in our company, brand or products, which could in turn harm our reputation and sales, and could materially adversely affect our business, financial condition and operating results.  Although we believe we have a rigorous quality control process, there can be no assurance that our products will always comply with the standards set for our products.  For example, although we strive to keep our products free of pathogenic organisms, they may not be easily detected, and cross-contamination can occur. 

We have no control over our products once purchased by consumers.  Accordingly, consumers may store our products in a manner that is inconsistent with our directions or store our products for long periods of time, which may adversely affect the quality and safety of our products.  If consumers do not perceive our products to be safe or of high quality, then the value of our brand would be diminished, and our business, results of operations and financial condition would be adversely affected.

Any loss of confidence on the part of consumers in the ingredients used in our products or in the safety and quality of our products would be difficult and costly to overcome.  Any such adverse effect may significantly reduce our brand value.  Issues regarding the safety of any of our products, regardless of the cause, may have a substantial and adverse effect on our brand, reputation and operating results.

The growing use of social and digital media by us, our consumers and third parties increases the speed and extent to which information or misinformation and opinions can be shared.  Negative publicity about us, the Family Farm, our brand or our products on social or digital media could seriously damage our brand and reputation.  If we do not maintain the favorable perception of our brand, our sales and profits could be negatively impacted.

Legal claims, government investigations or other regulatory enforcement actions could subject us to civil and criminal penalties.

We operate in a highly regulated environment with constantly evolving legal and regulatory frameworks.  Consequently, we are subject to heightened risk of legal claims, government investigations or other regulatory enforcement actions.  Legal claims, government investigations or regulatory enforcement actions arising out of our failure or alleged failure to comply with applicable laws and regulations could subject us to civil and criminal penalties that could materially and adversely affect our product sales, reputation, financial condition and operating results.  In addition, the costs and other effects of defending potential and pending litigation and administrative actions against us may be difficult to determine and could adversely affect our financial condition and operating results.

Failure by our transportation providers to deliver our products on time, or at all, could result in lost sales.

We currently rely upon third-party transportation providers for all of our product shipments.  Our utilization of delivery services for shipments is subject to risks, including increases in fuel prices, which would increase our shipping costs, and employee strikes and inclement weather, which may impact the ability of providers to provide delivery services that adequately meet our shipping needs, which in turn would adversely affect our operating results.

The consolidation of our customers could adversely affect our business. 

Our customers, such as supermarkets, warehouse clubs and food distributors, have consolidated in recent years, and consolidation is expected to continue.  These consolidations have produced large, sophisticated customers with increased buying power who are more capable of operating with reduced inventories, opposing price increases, and demanding lower pricing, increased promotional programs and specifically tailored products.  These customers also may use shelf space currently used for our products for their own private label products.  If we fail to respond to these trends, our volume growth could slow or we may need to lower prices or increase promotional spending for our products, any of which would adversely affect our financial results.

Organic milk producers must feed their animals an organic diet and use organic processes certified through a USDA-accredited organic certifying agency in order to maintain organic certification of the milk produced. A significant decrease in the supply of organic feed, or a significant increase in demand for such feed, could challenge the ability of the Company’s suppliers to maintain organic certification, which could also potentially impact the Company’s ability to supply products to its customers. In addition, producers of organic milk could be subject to significant or rapid increases in the prices they pay for organic foods for their animals if the availability of the supply of organic feed is disrupted, in which case the cost to obtain organic milk will likely rise. If the Company is subject to significant or rapid increases in the prices it must pay to obtain organic milk or other organic raw materials for any reason, the financial stability of its organic operations could be compromised. In certain scenarios, the Company could be forced to cease or reduce production of organic products, negatively impacting the Company’s ability to supply products to its customers.

Organic certification can be difficult and expensive to maintain.  We cannot assure you that we (or our suppliers of raw materials) can maintain that certification. 

In order for the Company to label its products “organic,” it must be able to demonstrate that all of the feed, farm operations, fluid milk, eggs and other ingredients, as well as the processing steps involved in the production of the finished goods, meet required standards.  The U.S. Department of Agriculture (USDA) has adopted national organic regulations as required by the Organic Food Production Act of 1990 (7 U.S.C. 6501 et al.) that set forth the minimum standards that must be met in order to label products “certified organic” using the USDA “Organic” label.  A third-party certifier is used to confirm that all of the Company’s products and steps in the supply chain are in compliance with these regulations.  The Company can make no assurance that organic regulations will not be modified in the future or that such changes would result in additional compliance costs to the Company and its suppliers.  The Company can make no assurance that one or more of its suppliers of organic raw materials will fail to continue to meet the required standards.  In addition, the budget of the USDA’s National Organic Program is limited, and its ability to enforce the standards is limited and may lead to a loss of confidence in the USDA’s organic label.  Such events could have an adverse financial effect on the Company’s financial results.

Disruptions in the economy may adversely affect our business, results of operations and financial condition.

Adverse and uncertain economic conditions may impact distributor, retailer and consumer demand for our products.  In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, consumers and creditors may suffer.  Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns.  In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive.  Distributors and retailers may become more conservative in response to these conditions and seek to reduce their inventories.  Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors and retailer customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price.  Prolonged unfavorable economic conditions may have an adverse effect on our sales and profitability.