FORWARD-LOOKING STATEMENTS DISCLAIMER

This report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. You should not place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in the forward-looking statements for many reasons, including the risks described in our annual report on Form 10-K and other reports we file with the Securities and Exchange Commission. Although we believe the expectations reflected in the forward-looking statements are reasonable, they relate only to events as of the date on which the statements are made. We do not intend to update any of the forward-looking statements after the date of this report to conform these statements to actual results or to changes in our expectations, except as required by law.

This discussion and analysis should be read in conjunction with the unaudited interim financial statements and the notes thereto included in this report, and our annual report on Form 10-K for the fiscal year ended March 31, 2009.

Overview

On June 16, 2005, we incorporated in the State of Nevada. On September 9, 2005, we 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. Our fiscal year end is March 31.

On August 11, 2009, we entered into an Asset Purchase and Sale Agreement to purchase certain business assets held by two Benny's Bagels stores located in San Antonio, Texas. On October 8, 2009, the Asset Purchase was completed.
These assets included:

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inventory of the business;

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all furniture, fixtures and equipment of the business;

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customer files, including names, addresses and telephone numbers;

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the telephone numbers and web address used by the business;

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names, addresses and phone numbers for all manufacturers, vendors and distributors;

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lease agreements for the business's current locations;

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all trade names and trademarks associated with the business including "Benny's Bagels;" and

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all licenses, permits, leases, deposits, goodwill and other contract rights or assets utilized in the operation of the business.

We paid a purchase price comprised of (a) a cash payment of $110,000 and (b) 300,000 restricted shares (with a value of $45,000) of our common stock. The issuance of common stock was subject to a separate stock delivery agreement and the number of shares to be issued may be adjusted, pursuant to such agreement in the event the sellers fail to pay a required obligation as described in the Agreement and we pay such obligation.

Upon closing of the transaction, the seller agreed to deliver a Bill of Sale conveying title of the above-described assets to our Company and assignment of the trade name "Benny's Bagels." We agreed to deliver a stock delivery agreement and a copy of our corporate resolutions to execute and deliver the Agreement and the stock delivery agreement. We intend to rename the locations "Tootie Pie Shops" and plan to create a dessert destination where customers can enjoy a quality dine-in experience or pick up a pie to take home. Additionally, we plan to expand the dessert menu to include product extensions such as pie on a stick, as well as other dessert offerings.

Business Trends

We manufacture, market and sell "high quality" pies. We have three sales channels: retail, corporate and wholesale that require different "value added" marketing strategies to address each customer base.

Our retail market is comprised of individual consumers through in-store sales at our Boerne storefront, orders via telephone and internet orders from our website which is www.tootiepieco.com. We do not intend for information on our website to be incorporated into this report.

Our corporate market is comprised of businesses that purchase our pies for gifts, events and/or personal use. Our corporate sales program provides a convenient and cost effective way for our corporate clients to promote their company through customer and employee appreciation programs. Our corporate customers range in size from small businesses to large corporations. We believe this market will continue to play a key role in our future growth because our current corporate customers send our pies to their contacts and employees. We believe that once those end-recipients sample the quality of our pies, they may become our future customers.

Our wholesale market is comprised of regional and national broadline foodservice distributors who purchase our products and then resell them to their customers.
As of July 1, 2009, we started the quarter selling to the following distributors:

Ben E. Keith Food Services San Antonio

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Ben E. Keith Food Services Dallas/Fort Worth

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Ben E. Keith Food Services Oklahoma

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Ben E. Keith Food Services Amarillo

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Ben E. Keith Food Services Albuquerque

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Ben E. Keith Food Services Little Rock

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Sysco Food Services of San Antonio

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Sysco Food Services of Austin

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Sysco Food Services of Houston

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Sysco Food Services of Dallas

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Sysco Food Services of Atlanta

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Sysco Food Services of St. Louis

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Sysco Food Services of Jackson

· Performance Food Group - Temple

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Martin Preferred Foods - Houston

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Cheney Brothers - Florida

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Reinhart Food Service

Ben E. Keith Food Services of San Antonio, Dallas/Fort Worth, Oklahoma, Amarillo, Albuquerque and Little Rock are part of Ben E. Keith Food Services, a multi-state foodservice distributor. Each location covers the following territories:

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Ben E. Keith San Antonio sells to customers located in the central and south Texas markets.

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Ben E. Keith Food Services of Dallas/Fort Worth sells to customers located in west Texas, north Texas, east Texas and parts of northern Louisiana.

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Ben E. Keith Food Services of San Antonio and Dallas/Fort Worth both service the Houston, Texas market.

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Ben E. Keith Food Services of Oklahoma sells to customers located in Oklahoma, eastern Kansas and western Missouri.

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Ben E. Keith Food Services of Amarillo sells to customers located in the Texas panhandle, eastern New Mexico, parts of western Oklahoma and western Kansas.

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Ben E. Keith Food Services of Albuquerque sells to customers located in New Mexico and southeastern Colorado.

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Ben E. Keith Food Services of Little Rock sells to customers located in Arkansas, southern Missouri, western Tennessee, northwest Mississippi and Louisiana.

Sysco Food Services of San Antonio, Austin, Houston, Dallas, Atlanta, St. Louis and Jackson are part of Sysco Corporation, a national foodservice distributor. Each location covers the following territories:

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Sysco Food Services of San Antonio sells to customers located in the south Texas market.

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Sysco Food Services of Austin sells to customers located in the central Texas market.

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Sysco Food Services of Houston sells to customers located in the east Texas market.

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Sysco Food Services of Dallas sells to customers located in the Dallas/Ft. Worth market.

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Sysco Food Services of Atlanta sells to customers in the greater Atlanta market.

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Sysco Food Services of St. Louis sells to customers in the greater St. Louis market.

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Sysco Food Services of Jackson sells to customers in Mississippi and surrounding markets.

Performance Food Group - Temple is part of Performance Food Group, a multi-state broadline foodservice distributor as well as a national account foodservice distributor. Performance Food Group - Temple sells to customers in the central Texas market.

Martin Preferred Foods is a foodservice distributor. Martin Preferred Foods is based in Houston, Texas and services the Texas market. Martin is a member of Unipro. Unipro is the largest foodservice purchasing group that allows its independent distributors to compete with the major grocery distribution companies in the state of Texas.

Cheney Brothers Inc. is a food service distributor. They market to customers in Florida from two locations in Riviera and Ocala.

Reinhart is a multi-state food service distributor that has locations primarily in the Eastern United States. Reinhart mostly serves the Oklahoma market for our Company.

A key component of our wholesale business is actively marketing our products to our distributors' sales force and to their respective end-users. We accomplish this by hiring sales personnel, whose primary responsibility is to educate the distributors' sales force about our products and assist them in selling our products, including going on sales calls with them or making sales calls on their behalf. Part of our plan also includes providing our sales support to our distributors at a level that separates us from our competitors.

To assist us in covering the markets mentioned above, beginning in the fall of 2007, we retained the services of Hanks Brokerage Company. Hanks Brokerage is a foodservice broker, responsible for soliciting orders, introducing new products at our request and maintaining contact with certain accounts. In addition, Hanks Brokerage will transmit information to us relating to competitive pricing, promotion and advertising effecting our products and attend trade shows relating to the food trade within its territory.

We manage our production of finished inventory by maintaining an established minimum level of inventory by product type. We believe this provides us the necessary lead time to produce inventory based on demand. To manage our inventory for the seasonality of our retail, corporate and wholesale sales, we analyze our current production capacity and based on this capacity and projected sales volumes, we build up our inventory of pies to meet the anticipated demand. In the event we over-produce inventory for the holiday season, we intend to reduce inventory production and sell the excess inventory to wholesale and retail customers after the holiday season.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

General:

Management's Discussion and Analysis of Financial Condition and Results of Operations are based upon our financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles. The preparation of our financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to the reported amounts of revenues and expenses, bad debt, investments, intangible assets, income taxes, and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from these estimates under different assumptions or conditions. We consider the following accounting policies to be critical because the nature of the estimates or assumptions is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change or because the impact of the estimates and assumptions on financial condition or operating performance is material.

Valuation of Long-Lived Assets:

We periodically review, on at least an annual basis, the carrying value of intangible assets and other long-lived assets, or whenever events or changes in circumstances indicate that the carrying value may not be recoverable. To the extent the fair value of intangible assets and long-lived assets, determined based upon the estimated future cash flows attributable to the assets, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized.

Federal Income Taxes:

We follow the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences. Accordingly, deferred tax assets and liabilities are determined based on the temporary differences between the financial statement and tax basis of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse.

We follow FASB Interpretation No. 48 ("FIN 48"), "Accounting for Uncertainty in Income Taxes, an interpretation of FASB statement No. 109" (now Accounting Standards Codification ("ASC") topic 740), which requires that only income tax benefits that meet the "more likely than not" recognition threshold be recognized. We do not have any unrecognized income tax benefits at September 30, 2009 or March 31, 2009.

Revenue Recognition:

Revenue is recognized when the following four criteria have been met: (1) the product has been shipped and we have no significant remaining obligations; (2) persuasive evidence of an arrangement exists; (3) the price to the buyer is fixed or determinable; and (4) collection is probable. Our products may be shipped from either production or third party storage facilities to customers. Deductions from sales for discounts are recorded as reductions of revenues and are provided for at the time of initial sale of product.

Share-Based Compensation:

Effect of New Accounting Pronouncements

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165 "Subsequent Events"; now ASC topic 855. This statement establishes general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before financial statements are issued or are available to be issued. This statement sets forth (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This statement requires that public companies evaluate all subsequent events occurring through the date that their financial statements are issued. The provisions are effective for financial periods ending after June 15, 2009. The adoption did not have a material effect on our results of operations or financial position.

In June 2009, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 168, "The FASB Accounting Standards Codification" (the "Codification") and the Hierarchy of Generally Accepted Accounting Principles" ("SFAS No. 168"). This Statement is now ASC topic 852-10. SFAS No. 168 confirmed that the Codification will become the single official source of authoritative U.S. Generally Accepted Accounting Principles ("GAAP"), (other than guidance issued by the SEC), superseding existing FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force("EITF"), and related literature. After that date, only one level of authoritative U.S. GAAP will exist. All other literature will be considered non-authoritative. The Codification does not change U.S. GAAP; instead, it introduces a new structure that is organized in an easily accessible, user-friendly online research system. The Codification, which changes the referencing of financial standards, becomes effective for interim and annual periods ending on or after September 15, 2009. The Company will apply the Codification beginning in the second quarter of fiscal 2010. The adoption did not have a material impact on the Company's financial statements.

Results of Operations

Revenues:

Our revenues are principally derived from selling our pies to retail, corporate and wholesale markets. Revenues for the quarter ended September 30, 2009 decreased by $22,534, or 8.6% to $239,691 from $262,225 for the quarter ended September 30, 2008. Revenues for the six months ended September 30, 2009 decreased by $62,422, or 11.1%, to $498,027 from $560,449 for the six months ended September 30, 2008. The decrease from the prior year periods was primarily attributable to the overall slowdown in the U.S. economy.

For periods reported below, our customers were in the following categories:

                      Three month    Three month     Six month      Six month
                      period ended   period ended   period ended   period ended
                     September 30,  September 30,  September 30,  September 30,
        Category          2009           2008           2009           2008
    Retail                      14%            18%            15%            17%
    Corporate                    3%             3%             4%             3%
    Wholesale                   83%            79%            81%            80%
    Totals                     100%           100%           100%           100%

Due to the seasonal nature of our business, we expect there will be large fluctuations in the percentage breakdown between the categories of our business reported at the various reporting periods. Although our retail and corporate customers purchase our pies throughout the year, the majority of such sales are during November and December which is in our third fiscal quarter. Sales to our wholesale customers also experience seasonal fluctuations with a large portion of our wholesale revenue recorded during our third fiscal quarter. Specifically, 59% of our retail revenue, 94% of our corporate revenue and 39% of our wholesale revenue for the fiscal year ended March 31, 2009 was recorded in our third fiscal quarter.

As of September 30, 2009, our two largest wholesale customers were Ben E. Keith Food Services and Sysco Corporation. For the quarter ended September 30, 2009, Ben E. Keith Food Services and Sysco Corporation combined for 71% of our overall revenue, 40% and 31%, respectively.

Cost of Sales:

Cost of sales generally includes raw materials, direct labor, cooking and cleaning supplies and factory overhead. Cost of sales was

Gross Margin:

Gross margin after depreciation was 62% of net sales for the quarter ended September 30, 2009 compared to 62% for the quarter ended September 30, 2008, remaining flat at our historically best rate for the quarter. We expect the gross margin percentage to fluctuate as we refine our manufacturing process.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses decreased $113,316, or 28.2%, to $288,053 for the quarter ended September 30, 2009 from $401,369 for the quarter ended September 30, 2008. Selling, general and administrative expenses for the six months ended September 30, 2009 decreased $223,326, or 27.9%, to $578,037 from $801,363 for the six months ended September 30, 2008. The decrease in selling and general and administrative expenses from the prior year periods was principally due to cost saving measures enacted by our management to address the U.S. economic slowdown. These cost saving measures were primarily associated with staff and payroll reductions and the corresponding savings associated with those cuts.

Non-Operating Items:

Other income decreased to $0 for the quarter ended September 30, 2009 from $2,830 for the quarter ended September 30, 2008, and decreased to $0 for the six months ended September 30, 2009 from $7,399 for the six months ended September 30, 2008. The decrease from the prior year periods was attributable to less cash being available for deposit into interest bearing accounts.

Liquidity and Capital Resources

We believe our current working capital will be adequate to fund our operations for the next twelve months, based on a conservative revenue forecast. In the event our current working capital is not adequate to fund our operations and growth and we do not receive any additional capital or financing, we may need to seek alternative sources of working capital. Potential sources of such working capital could include senior debt facilities, new lines of credit or additional sales of our securities. There is a risk that such additional financing may not be available, or may not be available on acceptable terms, and the inability to obtain additional financing or generate sufficient cash from operations could require us to reduce or eliminate expenditures for capital equipment, production, or marketing of our products, or otherwise curtail or discontinue our operations, which could have a material adverse effect on our business, financial condition and results of operations.

At September 30, 2009, we had $98,770 of cash and cash equivalents, compared to $183,859 of cash and cash equivalents at March 31, 2009. Our current assets at September 30, 2009 were $503,698 compared to $617,106 at March 31, 2009. Our current liabilities at September 30, 2009 were $115,197 compared to $44,779 at March 31, 2009.

Net cash used in operating activities was $134,575 for the six month period ended September 30, 2009, compared to $629,686 of net cash used for the six month period ended September 30, 2008. The reduction in operating cash losses is a direct result of our efforts to cut expenses in response to the overall U.S. economic slowdown.

Net cash used in investing activities was $514 for the six month period ended September 30, 2009 and $86,832 for the six month period ended September 30, 2008. The reduction in cash used for investing activities was a direct result of our cost saving measures in response to the slowdown in the economy.

Net cash provided by financing activities of $50,000 for the six month period ended September 30, 2009 represents the proceeds from the sale of unregistered shares of our common stock. Net cash provided by financing activities of $63,920 for the six month period ended September 30, 2008 represents proceeds from the exercise of warrants pursuant to our Class A warrant call.

Off-Balance Sheet Arrangements

We currently have no off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.