Michigan Farm MarketNorthern Michigan’s New Food Hub

What is Michigan Farm Market? This is what we do

In a Nutshell: We help Michigan food entrepreneurs reach a wider audience through Marketing, distribution, and eCommerce.We are Mi Farm Market - a family owned business with one simple goal: To spread the breadth and wealth of the Michigan we love to people all over the country. In order to achieve this goal we’ve established partnerships with a hand-picked group of Michigan’s finest food entrepreneurs: Farmers, chocolatiers, bee keepers, ice cream makers, coffee roasters, and wineries. Through our website, our two retail stores, festival appearances, and a mail-order catalog we work with these Michiganders to gather the insanely-talented and the irresistibly-tasty in to one place. Founded in 2012 in Ellsworth, MI (Population 400) – we started out as a simple retail store and have since grown into a fully functional eCommerce and food distribution company with partnerships with Pure Michigan and Kroger.

Click Here to See it Happen on Video

Who is Michigan Farm Market?This is what we stand for

Put Simply: We see ourselves as stewards of our northern Michigan community - working hard, having fun, and sharing our prosperity.As you browse through our catalog you’re likely to recognize a few labels along the way. But along with these familiar faces, we work hard to discover new and exciting companies - Food entrepreneurs who are chasing the American dream and making a great product. We believe in a simple philosophy that has driven Michigan’s buy-local movement thus far: We’re all in this together. And this process of constant collaboration, innovation, and just old fashioned working together is something we pride ourselves in. As we enter our third year in business, we’ve found that the collaborative effort isn’t just limited to our producers. Our community of Ellsworth is a hot bed of proactive community members and enthusiastic customers. These folks play as important a role in our product selection and development as any of us do.

Before

After

Click Here to See Our Proudest Initiative

The last 365 Days Have Been Pretty Big for UsWe established wholesale relationships with over 250 stores and restaurants across the state: By developing our own freight logistics and wholesale shipping program, we secured an agreement to distribute Michigan products to 250 wholesale locations across the state. Our increase in volume allowed us to strengthen our buying power: Purchasing products in pallet quantities direct from our producers bumped our gross margins on both the wholesale and retail parts of or business.We purchased two of our long time producers – The Underground Cheesecake Co. and Charles Layton Chocolates: These acquisition added 5 employees to our company and doubled our annual revenue. By tying these companies in with our existing marketing and distribution channels, we unlocked a whole new level of profitability for these long standing brands, while providing succession plans for their previous owners.2015 YTD Revenue is up 307% over 2014 YTD revenue. Through last year’s acquisitions and by adding support staff to both the Traverse City kitchen and Ellsworth warehouse, we’ve had more time than ever to focus on sales and business development.

Read About our Expansion in this Traverse City Record Eagle Article

Continuing with Community InvestmentAs we’ve continued to grow, we’ve mainained a focus on investing in our local community:We purchased and developed our new warehouse within Ellsworth Village limits: We Reinvested in our community as we purchased and renovated a vacant property just blocks from downtown - passing our former leased building to The Good Samaritan Food Pantry and Resale Shop

We’ve partnered with a local developer to open an Ellsworth retail location: We are working with a local developer to renovate a long vacant Ellsworth building which would hold our new farm market and grocery. This store would provide a much needed resource for The Village of Ellsworth and act as the flagship store for our entire brand. This developer has agreed to pay for the cost of building renovations and give us a 5-year, rent-free lease.

Although we are very proud of accomplishments, there is a still a lot of work to be done. We have a couple role models whom we not only aspire to be like in size - but also hope to mimic in our own

community involvement

These businesses - who believe in place making as much as profit margins – have driven economic development for their rural communities. We have formulated a plan that will allow Michigan Farm

Market to have the same impact for Ellsworth and our surrounding region.

● Specialty food & gifts brand with headquarters in Glen Arbor, MI. Population: 600

● Mail order and ecommerce are primary sales models but still maintains 4 brick and mortar stores, including original Glen Arbor location

● Distributes 800,000 mail order catalogs per year while shipping 80,000+ packages to consumers all over the world

● Maintains headquarters in Glen Arbor, adding new jobs to the local economy with each expansion

● Donated $130,000 last year to “charities and causes that we see making a difference in our communities”

Our Role Models:This is who we aspire to be like. Both in customer size and philosophy

● Craft beer company founded as brew pub in 2004 in Bellaire, MI. Population: 1,000

● Distribution is primary revenue source but still maintains brew pub and store to serve local community and tourists

● Employs 150+ Northern Michigan residents in their bottling plant and brew pup

● Recently expanded Bellaire brew pub and merchandise store by purchasing and renovating two downtown buildings

● Active involevement in community initiatives like Paddle Antrim

Our Role Models:This is who we aspire to be like. Both in customer size and philosophy

● Specialty food e-tailer, distributor, and co-packer● Distribution, eCommerce, and co-packing services are primary

revenue source but still maintains farm market and grocery store to serve local community and tourists

● Distributes 300,000 mail order catalogs and ships 30,000 packages annually while delivering products to 500 Michigan food stores

● Dedicated “Special Projects & Community Outreach” staff member involved in community initiatives like The Breezeway Task Force, Ellsworth Pig Roast, East Jordan Chamber of Commerce, and Paddle Antrim

● Has provided Michigan food entrepreneurs with $9,000,000 worth of businesss since 2015

Our Goal - 2021This is who we aspire to be like. Both in customer size and philosophy

Michigan Farm Market - 5 Year Plan

Phase 1 – 2016 - 2017 Crowdfunding Capital RaiseGrow eCommerce & Distribution Sales to $2,000,000 Annually. The first two years of our business plan are to make a huge splash in Michigan’s specialty food market. We do this by investing $200,000 over 2 years in to marketing our products to a wider audience through social media, catalog distribution, and e-mail campaigns. To compliment our consumer marketing campaign we will use our track record with retailers to pursue SpartanNash, Meijer, and other Midwestern grocery chains. By the end of 2017, we will be moving 60,000 cases of Michigan products annually.

Phase 2 – 2018 – 2019 Equity/Debt Capital RaiseEstablish Ellsworth Co-Packing Production Facility and Identify Producers to Consolidate into this Facility. Once we’ve built our distribution and sales channels to capacity, our next step will be to increase the gross margins for ourselves and our producers by consolidating production, sales, marketing, and distribution in to one operation. Investing in new production equipment, we willproduce AND Sell 80,000 cases per year while sourcing production ingredients from Northern Michigan farmers. To fund this expansion we will seek bank funding and possibly consider issuing stock. This will allow us to grow our operation, increase revenue for our local growers, and add additional jobs to our local economy without affecting our initial investor payback.

Phase 3 – 2019 and Beyond Acquisition PhaseIdentify and Purchase Food Entrepreneur Companies to Move to Ellsworth. A company in Grawn, MI has developed a process for acquiring small, specialty sporting goods companies and consolidating these operations into their existing manufacturing,marketing, and distribution channels. For each new company they buy, they bump up their gross margins, expand their catalog,add jobs to their local community, and provide succession plans to retiring entrepreneurs. Michigan Farm Market would like toduplicate this model in Ellsworth, using food enterpreneurs. For each new company we tie in with operation, we will increase our revenues while bringing new industry to our community. Altus Website

Round 1 Investment Ask

• $250,000 • Raised through investor crowdfunding in increments of $5,000 to $20,000 – these funds will be used in two

primary purposes:

–Statewide marketing campaign to reach 2,000,000 Michiganders

– Equipment and furnishing for Ellsworth building to house new headquarters, farm market & grocery, and accommodate our need for increased capacity

$75,000Equipment & Fixtures

$30,000Working Capital

$145,000Marketing, Trade Shows, &

Distribution

● Consumer marketing campaign to reach 2,000,000 Michiganders

● 5 Wholesale Food Shows across the midwest

● Add marketing and sales support staff in Ellsworth headquarters

● Increase shipping and production capacity

● Farm market and grocery to serve community

● Live tests of merchandising and sampling techniques

● Develop programs for shipping beer, wine, and ice cream

● Packaging development to decrease shipping costs and order fulfillment times

● Accounting and legal fees to accommodate the expansion

Use of Funds Breakdown

2016 2017 2018 2019 2020 5 Year TotalCatalog Distribution 50,000 100,000 200,000 300,000 300,000Email Subscribers 5,000 10,000 15,000 20,000 25,000

Online Customers 3,000 5,000 7,500 10,000 12,500 Wholesale Stores 250 400 500 600 700Co-Packing Clients 0 0 6 10 12Full Time Employees 9 10 13 15 17+Sales $ 800,000 $ 1,500,000 $ 3,000,000 $ 4,000,000 $ 4,500,000 $13,800,000$$ to Michigan Entrepreneurs (COGS) $472,000 $1,014,000 $2,045,000 $2,720,000 $3,060,000 $9,311,000

Phase 1: Aggressive Sales &

Marketing

Phase 2:Co-Packing &

Production Consolidation

Phase 3:Acquisitions &

Continued Growth

5 Year Forecast

CompetitionCherry Republic – Consumer MarketYes one of our most beloved role models is also one of our main sources of competition. According to an article in Crain’s Detroit Business News, founder Bob Sutherland and his team shipped 80,000 mail order packages in 2012. Combined with a marketing mix that includes 800,000 catalogs, 50,000 email subscribers, and a dozen National Gift Shows – Bob has slowly perfected his sales strategy over the last 25 years. Our Advantage – They Promote themselves, not the small food entrepreneur No matter how many products they add to their catalog, it will always hold their label and will always be cherries. Whereas our catalog consists of an endless supply of food entrepreneurs and product lines. With each new product they must allocate money and time in development. We need only find what our customers are looking for and tie it in with our existing entrepreneurs. Given the technology and talent resources we have at our disposal, we believe we can accomplish in 10 years what took Cherry Republic 25 years to achieve.

Cherry Capital Foods – Wholesale Market Traverse City based Cherry Capital Foods shipped 36,000 cases of value added food products in 2013 as they purchased 2 distributor competitors - stretching their distribution route across Michigan’s Lower Peninsula. They’ve now moved in to their expanded TC warehouse where they collaberate with both Northern Michigan non-profits and small food entrepreneurs to make local food more accessible.Our Advantage - At their core they are an overhead reliant delivery company. Not a logistics and marketing companyEvery time they acquire new customers they must also build their infrastructure – adding trucks, staff, and warehouse space. We rely on relationships with shipping companies, retailers, and our own system to provide distribution services without these increased expenses – allowing us to stay flexible and offer more competitive pricing. This system has been working for almost two years as we’ve distributed products to over 200 Michigan grocery stores since last winter.

TeamScotty Bruce• Ellsworth High School Class of 2004• Former digital marketing and brand

manager at London, England based marketing firm.

• Managed his first international campaign at age 22 when he coordinated brand ambassador camapigns across Ireland, The UK, and Australia

• Economics and Finance degree from Albion College with a concentration in Public Policy Development

Ray Bruce• Northern Michigan Native with

30 Years of Grocery & Food Logistics Experience

• Founding Member of Los Angeles based Ready Pac Produce Gift Basket Division

• Shipped 500,000 gift basket units during his final year with the company

• Retired to Ellsworth, MI but came out of retirement to help his son start Michigan Farm Market

The Bruce FamilyScotty and Ray are supported by a large family with various skill sets ranging from accounting to construction. These family members have filled in as needed, allowing us to grow aggressively while containing costs.

The Underground Cheesecake TeamStephanie and Jennifer use their 10 years of company experience to manage operations for the 6 person team at The Underground Cheesecake Co., working with Scotty to identify new opportunities to grow the business.

Get Involved

Scotty BruceOffice: 866-544-1088Mobile: 517-897-2532scotty@mifarmmarket.com

Ray BruceOffice: 866-544-1088Mobile: 231-459-8572ray@mifarmmarket.com

Potential InvestorsIf you’d like more information, please email Scotty or Ray. We’d be happy to send across a more detailed version of this document with financial statements and investor payback information. If you know of any potential investors, we’d be happy to contact them directly.

Community MembersOutside of capital investment, our project will still need the support of community members. Everything from helping us spread the word, to hanging up store fixtures, to providing professional services - If you’d like to get involved, chances are we can use your help! Please email or call Scotty or Ray and we’d be happy to talk!

Thank You for ReadingMichigan Farm Market’s 2012 Grand Opening Ceremony