Incorporated in 1995 as Spectrum Pet Foods, Inc. with the actual commencement of business occurring in 1996, Spectrum Pet Care, Inc. is a manufacturer and marketer of premium all-natural and organic pet foods, pet snacks and treats, animal health, and pet care products.

Although our product categories include dry dog food, dry cat food, small animal foods, aquarium fish foods, avian diets, reptile diets, animal health, and pet care items, our primary focus is on pet treats and snacks.

In 2010, we expect 85% of our revenue to come from the pet treat and snack category.

The total US market for products within all of these categories is in excess of $35 billion annually. Worldwide, the market for products within this category is in excess of $250 billion annually. The total US market for pet treats and snacks, only, is in excess of $7 billion annually. Worldwide, the market for pet treats and snacks is in excess $50 billion.

NOTE: The figures above are estimates only derived from multiple sources.

Every product we manufacture is either all-natural or certified organic. The all-natural and organic segments are growing faster than the industry as a whole.

Although the five largest manufacturers within the pet food, treats and snacks, animal health, and pet care categories are Fortune 500 companies, the industry is still considerably fragmented with a number of specialty brands having a strong franchise with one or more segments of the market.

Our company is committed to producing the highest quality, all-natural and organic specialty pet products within each of the above categories.

Our goal is to be an innovator within a mature but growing marketplace.

Our strength comes from our ability to react rapidly to the marketplace and our unwillingness to be satisfied with the status quo.

We can quickly bring new products and formulations to market that build exciting niches within the specialty pet category and will continue to do so in the future.

Current Business Overview

In 2007, we made the strategic decision to focus the majority of our efforts on the pet treat and snack categories.

From 1996 and 2007, we our product offerings included a wide variety of dry dog and cat foods, pet treats and snacks, aquarium fish foods, small animal foods, reptile diets, and companion bird foods.

Although, during this period, only 20% of our sales were in the pet treat and snack segments, 80% of our profits were derived from these products.

As ingredient and, especially, shipping costs continued to escalate, our big bag, higher volume – lower margin products were under significant pricing/profit pressure while our pet treats and snacks continued to earn exceptional margins, were inexpensive to ship due to their light weight, and the overall category was approaching $7 billion annually within the United States alone.

By July of 2007, we began to phase out unprofitable items within our product mix and significantly expand our pet treat and snack offerings and the infrastructure to market and sell them.

In 2010, fully 85% of our sales were in pet treats and snacks and we anticipate this to increase to 90% by the end of 2011 as we integrate small animal treats, companion bird treats, small animal treats, and other non-diet items to our product mix.

PRODUCTS/BRANDS
CURRENTLY IN PRODUCTION

Shush-Puppies™
All-Natural Dog Treats

Pet Food Factory™
Dog Treats

Pet Food Factory™
Cat Treats

BeneTreats™
Organic Dog Treats

BeneTreats™
Organic Cat Treats

Sam’s Homemade™
Organic Dog Treats
Organic Training Treats

Ali’s Homemade™
Organic Cat Treats

Saddle Mountain™
Organic Horse Treats

Lifeguard™ Animal Health For Dogs
Natural Animal Health Products For Dogs

Lifeguard™ Animal Health For Cats
Natural Animal Health Products For Cats

Lifeguard™ Animal Health For Horses
Natural Animal Health Products For Horses

Sales and Marketing

Our sales and marketing strategy centers around four distinct classes of trade:

Individual Retail Stores

Individual retail stores are serviced direct from our manufacturing plant or by a local store-door distributor located within each primary or secondary market within the United States. Sales are facilitated by our nationwide network of independent sales reps and/or independent store-door distributors.

Retail Groups

Retail groups are multiple Individual retail stores owned by one company. They are serviced direct from our manufacturing plant or by a local store-door distributor located within each primary or secondary market within the United States. Sales are facilitated by our nationwide network of independent sales reps and/or independent store-door distributors.

Wholesale Distributors

Wholesale distributors are centralized warehousing operations supplying local pet stores, feed stores, veterinarians, grocery stores, convenience stores, and a multitude of other retail outlets.

In most cases, there are multiple specialty pet distributors located within each major metropolitan market. These accounts are sold by and managed by our in-house sales staff.

Major Chain Accounts

National accounts are major grocery and mass merchandise companies operating their own buying office, warehouse, and retail stores. In most cases, we utilize the services of a local food broker to make the initial sales call and manage the account once the sale is made.

Founder/President. Frank J. Renick. Former owner, Bow Wow Dog Food Company, Rolla, Missouri. Mr. Renick is the chief operational officer of the company. He is 56 years old. He attended Drury University (Springfield, Missouri), University of Missouri (Rolla, Missouri), and Lindenwood University (Masters of Business Administration - Incomplete). He served in the U.S. Army from 1969-1971. Mr. Renick lives in New Florence, Missouri.

Board Chairman. Cecil T. Lowe. Mr. Lowe is a retired businessman with wide experience in all types of business (retail, banking, investments, and real estate). He is involved in all aspects of our business. Veteran, World War II. Mr. Lowe lives in Blue Springs, Missouri.

Vice President/Board Member. Ronald Porter. Mr. Porter is a retired security guard with Trans World Airlines, an independent investor, and owner of Porter and Porter Construction. He is a former Alderman of Platte City, Missouri. He is involved in all aspects of our business. Mr. Porter lives in Platte City, Missouri.

Board Member. Richard Waters. Mr. Waters is retired publishing executive. Executive Vice President and CFO of Reader’s Digest Association, 23 years. Associate Dean Of Harvard Business School, 4 years. President, CEO, and Publisher, The Sporting News, 10 years. Former Director of Bank of New York, Republic National Bank, Heath Candy Company, and Associated Industries of New York. Graduate (Education, BA), Hobart College; Graduate (MBA), Harvard University. Veteran, World War II and Korean Conflict. Mr. Waters lives in St. Louis, Missouri. Please Note: Mr. Waters is currently on medical leave.

Board Member/Secretary. James Hart. Mr. Hart owns one of the largest auction houses within in the Midwest. He regularly assists the U. S. Government in the liquidation of excess equipment and inventory as well as working with the U. S. Bankruptcy Trustee in asset allocation for secured and unsecured creditors. Mr. Hart lives in O’Fallon, Missouri.

Board Member. R. Steven Chapman. Mr. Chapman is a farmer and John Deere implement dealer. He is involved in all aspects of the business. Mr. Chapman lives in Lees Summit, Missouri.

Primary Bank. American Bank of Missouri, Montgomery City, Missouri.

Legal – General: David K. Dowling, Montgomery City, Missouri.

Legal – Securities: Melanie Moffat, Linn, Missouri.

Legal And Regulatory Issues

The company and/or any Officer, Director, or other Key Person (1) Has not filed a petition for bankruptcy, receivership, or similar insolvency proceeding within the past five years (2) Has not been charged or convicted in a criminal proceeding, excluding traffic violations or other minor offenses within the past five years (3) Has not been the subject of a court order, judgment or decree related to his or her involvement in any type of securities or banking activity within the past five years (4) Has not been the subject of any administrative proceeding, finding, order, decree, or sanction as a result of his or her involvement in any type of securities or banking activity within the past five years (5) There is no litigation pending or current that would have a material effect upon the company’s business, financial condition, or operations.

Self-Regulatory Proceedings

No self-regulatory agency has imposed a sanction against any Officer, Director, or Key Person in the last five years as a result of his or her involvement in any type of securities or banking activity. No Officer, Director, or Key Person is subject of a pending self-regulatory organization proceeding related to his or her involvement in any type of securities or banking activity.

SAFE HARBOR PROVISIONS REGARDING FORWARD LOOKING STATEMENTS: This document contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements reflect management's view of future events and financial performance. These statements are subject to risks, uncertainties, assumptions and other important factors, many of which may be beyond the control of the company or its management and could cause actual results to differ materially from those expressed or implied in these forward-looking statements. Uncertainties contained in such statements include, but are not limited to, the risk of a divestiture or spin-off transaction and its impact on the operations and financial performance of the company, the ability of the company to achieve its growth and other business goals, and the success of the company’s business plan in a timely and cost-effective manner. Other uncertainties include sales, earnings and volume growth, achieving cost savings programs, competitive conditions, production, energy, and raw material costs, the ability to maintain favorable supplier relationships, global economic and industry conditions, new product and packaging innovations, achievement of gross margins, success of marketing spending, currency valuations and fluctuations in these rates, the impact of e-commerce and e-procurement, supply chain efficiency and cash flow initiatives, unforeseen economic and political changes in domestic and international markets where we compete and over which we have no control, the ability to integrate acquisitions and joint ventures into existing operations and success of divestitures and business combinations, and other factors described in this Offering Memorandum and updated from time-to-time. Future dividends and disbursements, including liquidity issues on Spectrum stock at any level are subject, among other things, to certain legal requirements being met at the time of declaration or issue. The forward-looking statements are and will be based on management's then current views and assumptions regarding future events and operating performance and speak only as of their dates. The company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.