specialty food manufacturers and local farms) to interact on an unprecedented scale and with exceptional ease and efficiency, Foodem.com provides previously unachievable benefits to both parties. For Buyers, Foodem greatly expands the number of distributors they can do business with. Membership is FREE and sign-up takes only about a minute. Using the Company’s proprietary search tools they can establish the price transparency they need to better manage and even reduce their food costs by comparative shopping simultaneously among multiple local suppliers; up to 50 different items into a single search. Available items from all Sellers serving the Buyer’s location are then reflected in the search results sorted according to the Buyer’s preference of price and distance from the Seller, and orders can be placed electronically with multiple Sellers in one transaction. Including specialty food manufacturers and local farms will enhance assortment and delivery options; automating order processing will reduce errors; real-time reporting will improve menu pricing decisions; and GIS web-based technology will allow them to know the origins of the products they buy.

Sellers of ALL food categories from meats, seafood, produce, dry goods to paper and cleaning products - any and everything a wholesale establishment needs to run their business - are welcome. Sign-up is easy and it’s free. Because Sellers offerings will be captured in searches by all Buyers on the marketplace, Sellers now have the opportunity to sell to many more customers than they can reach with their limited direct sales force. And Foodem provides the tools, including real-time, customized product catalogs, a unique store-front (URL) that they can market to Buyers and targeted advertising and promotional opportunities, that will increase sales and return on their marketing investment. In addition, automated inventory and pricing updates and an interface with their ERP systems will lower processing costs and increase customer satisfaction; and an expedited payment option will accelerate cash flow and reduce risk of bad debt. Sellers pay Foodem a 2% commission on the orders they receive. As Groupon, Zynga, and Amazon have done, Foodem.com is building the best of breed product in its vertical market by using and enhancing proven open source technologies to offer an open, free trading platform. Several methodologies, algorithms, and unique applications of existing technology are the core of the Company’s intellectual property that will differentiate Foodem.com from competitors and make it difficult for others to duplicate. Search capability, user interface, and product catalog are key points of competition between online marketplaces. Foodem.com has decisive advantages in all three areas, and certain components of its proprietary technology are believed to be patentable, including a two-step process for Sellers to upload 40,000 inventory items in bulk in less than 15 minutes; a one-step process for Sellers to update pricing in bulk; a Localized Smart Decision Engine that enables Buyers to conduct simultaneous searches on up to 50 items among multiple Sellers and place multiple orders with multiple Sellers in a single transaction; and a Master Guide/Order List that shows details of all previously purchased items for quick re-ordering.

Foodem.com began closed Beta testing with select Buyers and Sellers in November 2010. Foodem 2.0 is scheduled to be operational in Q4 2012. All of the original participants have been active since the closed Beta began and, while the Company chose not to recruit other Buyers or Sellers during this time, 225 Buyers and 100 sellers from 32 states have signed-up on their own initiative. The Company’s website and blog receives about 2,000 unique hits/month, with the average visitor spending four minutes on the website, and a stream of offline inquiries has been received from parties searching for a better way of doing business. Simultaneously with the launch of Foodem 2.0 the Company plans to commence commercial operations in the D.C. Metro Area and subsequently expand into other major markets and eventually nationally. The Company will initially serve independent restaurants and small restaurant groups (about 760,000 nationally) on the Buyers’ side and 33,000 small and mid-sized distributors, 2,900 specialty food manufacturers and thousands of local farms. Later customized offerings will be developed for other Buyers, including hotels, country clubs, catering companies, day cares, schools, universities, and expansion into other metropolitan areas. In addition to commissions noted above, other revenues will be derived from developing personalized Seller web stores, advertising; and data analytics (BI) services.