UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



(Mark One)

þANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended March 31, 2010

or

 ̈TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File No. 333-135702

|                                                      
|------------------------------------------------------
|TOOTIE PIE COMPANY, INC.                              
|(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Nevada                                                         |  | 72-1602919                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|129 Industrial Drive, Boerne, TX                               |  | 78006                               
|(Address of principal executive offices)                       |  | (Zip Code)                          



|                                                                   
|-------------------------------------------------------------------
|(210) 737-6600
(Registrants telephone number, including area code)



|                                                            |      
|----------------------------------------------------------- | -----
|Securities registered pursuant to Section 12(b) of the Act: | None.
|Securities registered pursuant to Section 12(g) of the Act: | None.
|                                                            |      

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  ̈ Yes   þ No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  ̈ Yes   þ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  þ

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ̈ Yes    ̈ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

|                                                                        |  |                            
|----------------------------------------------------------------------- |  | ---------------------------
|Large accelerated filer  ̈                                               |  | Accelerated filer  ̈        
|Non-accelerated filer    ̈ (Do not check if a smaller reporting company) |  | Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  ̈ Yes þ No



---

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of September 30, 2009: $1,831,592 (based on a total of 9,157,962 shares of the registrants common stock held by non-affiliates on September 30, 2009 at the closing price of $0.20 per share).

As of June 19, 2010, the registrant had 9,912,462 shares of its common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.









---

TOOTIE PIE COMPANY, INC.

FORM 10-K

For the Fiscal Year Ended March 31, 2010

INDEX



|            |                                                                                                              |     
|----------- | ------------------------------------------------------------------------------------------------------------ | ----
|            |                                                                                                              | Page
|            | PART I                                                                                                       |     
|Item 1      | Business                                                                                                     | 5   
|Item 1A.    | Risk Factors                                                                                                 | 10  
|Item 2.     | Properties                                                                                                   | 13  
|Item 3.     | Legal Proceedings                                                                                            | 13  
|Item 4.     | Removed and Reserved                                                                                         | 13  
|            |                                                                                                              |     
|            | PART II                                                                                                      |     
|Item 5.     | Market for Registrants Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities | 14  
|Item 6      | Selected Financial Data                                                                                      | 14  
|Item 7      | Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 15  
|Item 7A.    | Quantitative and Qualitative Disclosures about Market Risk                                                   | 20  
|Item 8.     | Financial Statements and Supplementary Data                                                                  | F-1 
|Item 9.     | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 21  
|Item 9A(T). | Controls and Procedures                                                                                      | 21  
|Item 9B.    | Other Information                                                                                            | 22  
|            |                                                                                                              |     
|            | PART III                                                                                                     |     
|Item 10.    | Directors, Executive Officers and Corporate Governance                                                       | 23  
|Item 11.    | Executive Compensation                                                                                       | 25  
|Item 12.    | Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters               | 27  
|Item 13     | Certain Relationships and Related Transactions, and Director Independence                                    | 28  
|Item 14.    | Principal Accounting Fees and Services                                                                       | 29  
|            |                                                                                                              |     
|            | PART IV                                                                                                      |     
|Item 15.    | Exhibits, Financial Statement Schedules                                                                      | 30  











---

FACTORS THAT MAY AFFECT FUTURE RESULTS

This Annual Report on Form 10-K and the documents incorporated herein by reference contain certain forward-looking statements. Specifically, all statements other than statements of historical facts included in this Annual Report on Form 10-K regarding our financial performance, business strategy and plans and objectives of management for future operations and any other future events are forward-looking statements and based on our beliefs and assumptions. If used in this report, the words "anticipate," "believe," "estimate," "expect," "intend," and words or phrases of similar import are intended to identify forward-looking statements. Such statements reflect our current view with respect to future events and are subject to certain risks, uncertainties, and assumptions, including, but without limitation, those risks and uncertainties contained in the Risk Factors section of this Annual Report on Form 10-K and our other filings made with the SEC. Although we believe that our expectations are reasonable, we can give no assurance that such expectations will prove to be correct. Based upon changing conditions, any one or more of these events described herein as anticipated, believed, estimated, expected or intended may not occur. All prior and subsequent written and oral forward-looking statements attributable to our Company or persons acting on our behalf are expressly qualified in their entirety by this cautionary statement.







---

PART I

ITEM 1.

BUSINESS.

General

We incorporated in the State of Nevada on June 16, 2005. On September 9, 2005, we purchased certain assets from Ms. Ruby Lorraine Tootie Feagan including all of her pie recipes, customer list, the right to the Tootie Pie name, the related baking equipment, and a building located in Medina, Texas with the goal of maximizing the market and profitability of her pie recipes. On September 1, 2005, we leased a 5,000 square foot building in Boerne, Texas where we manufacture our pies for broad-based distribution. This facility also serves as our corporate headquarters. We closed the Medina location in May, 2006 which allowed us to focus all production and sales efforts out of our facility in Boerne.

We operate solely in the United States as a single operating company that focuses on our three market channels: retail, corporate and wholesale. Our retail and corporate market covers all fifty states in the United States. Our wholesale market covers thirteen states in the south central, central and south eastern portions of the United States.

Our operations consist of functioning as a manufacturer and marketer of high-end desserts for the retail, corporate and wholesale markets. Our products are  handmade, fully-baked pies that are frozen and shipped to our customers. Our retail market consists primarily of individuals who purchase our products for gifts, special occasions or for their personal consumption. We sell to the retail market through our website, internet marketing, phone orders and walk-in customers at our store front in Boerne, Texas, as well as our two Tootie Pie Gourmet Cafés, which are located in San Antonio, Texas. Our corporate market consists of various size companies that purchase our products for customer and employee appreciation gifts and other marketing/promotional events. We sell to the corporate market through our website, internet marketing, phone orders and direct sales calls. We sell to our wholesale market via our in-house sales force. Our in-house sales force works directly with foodservice distributors and a foodservice broker to sell our products to the distributors customers. These customers include restaurants, hotels, hospitals, convention centers, sports facilities, caterers and retail grocery store outlets.

Market Overview

We focus on the high-end dessert market, providing handmade, fully-baked pies that are then frozen for delivery to our customers. Our target customers fall into three different market channels: retail, corporate and wholesale.

Our retail market focuses on sales directly to consumers. The retail market consists of small to medium-size bakeries that feature handmade, value-added products that are purchased online through websites, phone orders or walk-in retail outlets. Due to the limited size and nature of the bakeries in this market, and the lack of information regarding these bakeries, they tend to be smaller, private companies whose results are not available to the general public; accordingly, we cannot provide comparative material and public research that addresses our niche market specifically. However, we believe that the trends mentioned below for the frozen pie industry speak to the market we serve in a more general sense and are thus helpful for comparative purposes.

Our corporate market consists of companies from all over the United States that place orders during the holiday season, or throughout the year, for pies to be shipped to their respective customers and/or employees. Some of these companies also order pies to be shipped to their place of business for employee events and/or special occasions.

Our wholesale market includes many larger, well-established companies that have significant experience in wholesale distribution. All of our pies for wholesale distribution are shipped frozen to our distributors, who then deliver them to their respective end-user. We focus on the quality, handcrafted nature of our pies and the value that such a dessert can bring to the overall dining experience of an end-user. Because of the inherent cost of the high quality ingredients that we use and the value-added marketing approach we employ, we must price our pies at the higher end of the wholesale dessert industry category.

We believe that recent industry data indicates that more consumers are choosing to eat at home, and while they still desire desserts that have homemade quality, they are also looking for conveniences such as home delivery and nearby availability. This information focuses on the frozen pie industry as a whole and provides statistics on the top ten manufacturers of frozen pies.



5



---

Top 10 Suppliers of  Frozen Pies

For the 52 weeks ending May 17, 2009

|                  |              |           
|----------------- | ------------ | ----------
|Supplier          | Dollar Sales | Unit Sales
|Schwann           | $337,512,900 | 75,741,280
|Sara Lee          | $161,075,500 | 38,730,720
|American Pie      | $79,462,240  | 20,140,460
|Claim Jumper      | $67,279,540  | 10,943,530
|Private Label     | $12,477,780  | 1,832,670 
|Heinz             | $5,516,650   | 1,088,194 
|Cyrus O'Leary     | $3,454,288   | 1,511,758 
|Wick's Pies       | $1,567,479   | 317,130   
|Fruit & Vegetable | $1,091,784   | 216,296   
|Fields, Inc.      | $747,004     | 99,377    

Source: Redbook 2009,  p.12
Data obtained from InfoScan Reviews, Information Resources Inc., 
for Supermarkets, Drug Stores and Mass Merchandisers

Top 10 Brands (dollar sales)

52 weeks ending January 25, 2009

|                         |                           
|------------------------ | --------------------------
|Brand Name               | Dollar sales (in millions)
|Private Label            | $123.5                    
|Rocky Mountain           | $7.9                      
|Entenmann's              | $7.6                      
|J. Horner's              | $6.4                      
|Bonert's                 | $5.6                      
|Harlan Bakeries' (Kyger) | $5.1                      
|Nobrand                  | $4.5                      
|Cyrus Oleary's           | $3.7                      
|Nancy's                  | $3.3                      
|Country Baker            | $3.3                      



Source: Baking Management,  p.12
Data obtained from InfoScan Reviews, Information Resources Inc., 
for Supermarkets, Drug Stores and Mass Merchandisers

In todays environment, we believe that several factors merit consideration including quality, convenience and portion control. When it comes to desserts, research suggests that consumers insist upon quality and are willing to pay the price to indulge in value-added products. This trend has forced frozen pie manufacturers to continue to improve and differentiate their products in order to create the highest quality while meeting the convenience factor requirement. Packaging is a key component in communicating ease of preparation to the consumer on-the-go. Based on available industry information, and our analysis, we believe that consumers will pay a premium for high-quality



6



---

products; especially if these products respond to certain trends that have developed in the frozen pie industry. These trends include health and wellness, convenience, as well as personal preference and indulgence factors. We believe our products address these trends and meet these demands.

Products

Our products are high-quality, eleven inch handmade pies. We sell several varieties of pies including: apple, peach, cherry, blackberry, blueberry, pecan, buttermilk, chocolate-pecan, lemon velvet, coconut supreme, heavenly chocolate and key lime margarita. In May 2010, we added Pie on a Stick to our variety of pie offerings and expect to add, alter or delete pie offerings and varieties from time to time. Our Tootie Pie Gourmet Cafés offer a light menu that includes pastries, bagels, sandwiches, salads, coffees, drinks, pie by the slice and whole pies. We also offer seasonal pies in anticipation of customer demand and in response to holiday seasons, such as pumpkin pie in November for Thanksgiving. We individually package our pies to our retail and corporate customers. Our wholesale customers purchase our products by the case, which includes two pies per case.

Sales and Marketing

In September 2005, we secured the Tootie Pie brand which was already established in parts of Texas. Since the acquisition, we have expanded our brand identity. Our brand promotion includes website and internet marketing, point-of-sale materials at restaurants, two of our own cafés, as well as other marketing materials that focus on our retail and corporate customers. As our marketing efforts and brand reputation continue to expand, we believe the quality and unique nature of our high-end desserts will generate repeat sales in the Southwestern United States and beyond, and will allow us to open new wholesale markets.

As of March 31, 2010, we have a sales and marketing team consisting of three full-time employees. The teams primary responsibility is to establish sales strategies, product marketing events, and outside sales support.

Our primary sales channels include: retail, corporate and wholesale.

Retail: We market our products directly to consumers through various means:

·

Website: www.tootiepieco.com. The website is a sales and marketing tool that allows our customers to make online purchases.

·

Phone orders: Customers can call us to place orders for pickup or delivery.

·

In-store sales: Customers can visit our Boerne location for their purchases. Our Boerne facility is a 5,000 square foot building located at 129 Industrial Drive and includes our corporate offices and baking facility.

·

Festivals/Events: Includes local and regional events where the pies are promoted and/or sold to the respective attendees.

·

Tootie Pie Gourmet Cafés: We own and operate two small Cafés in San Antonio, Texas. Our Cafés sell coffee, tea, pastries, sandwiches, salads and pies.

Corporate: Our corporate marketing and sales efforts to date have been targeted towards local and regional companies, while customers on the national level have been primarily acquired through the corporate sales page on our website. Our customers range from small businesses to large corporations that place orders during the holiday season, or throughout the year, for pies to be shipped to their respective customers and/or employees. Some of these companies also order pies to be shipped to their place of business for employee events and/or special occasions.

Wholesale: Our wholesale efforts focus on food distributors that purchase our product for distribution to their respective customer base. Broadline distributors carry extensive product lines in all categories of the food and beverage industry and represent a very large customer base in number and geographically. Specialty distributors will carry focused product lines for specific markets and/or customers. During the fiscal year ended March 31, 2010, we increased our distribution territory with Sysco Food Services and Kehe Food Distributors. While we increased our distribution territory during the fiscal year ended March 31, 2010, 29% of our wholesale business came from our efforts in the south Texas region where we are located and have had distribution channels in place for the longest period of time. These sales are driven through the efforts of our in-house sales personnel, working with our foodservice broker and established food distributors.



7



---

We intend to expand our customer base by continuing to market directly to our website customers, corporate customers, and to work with food distributors who sell to commercial end-users such as restaurants, hotels, hospitals, convention centers, sports facilities, caterers, retail grocery store outlets, bakeries and coffee shops. We also intend to further expand our customer base through our two Tootie Pie Gourmet Cafés, which we expect to serve as models for our wholesale customers, in addition to exposing our brand and products directly to our retail customers.

Customers

For the fiscal years ended March 31, 2010 and March 31, 2009, our pie sales revenues were split between the following markets:

|            |  |                |  |               
|----------- |  | -------------- |  | --------------
|Category    |  | March 31, 2010 |  | March 31, 2009
|Retail      |  | 25%            |  | 20%           
|Corporate   |  | 11%            |  | 16%           
|Wholesale   |  | 64%            |  | 64%           
|Total Sales |  | 100%           |  | 100%          



For the fiscal years ended March 31, 2010 and March 31, 2009, our two primary wholesale customers, Ben E. Keith Food Services and Sysco Corporation represented the following percentages of our overall pie sales revenues:



|                           |  |                |  |               
|-------------------------- |  | -------------- |  | --------------
|Distributor                |  | March 31, 2010 |  | March 31, 2009
|Ben E. Keith Food Services |  | 29%            |  | 29%           
|Sysco Corporation          |  | 20%            |  | 20%           
|Total Sales                |  | 49%            |  | 49%           



The Baking Process

All pies are manufactured in our 5,000 square foot leased facility in Boerne, Texas for broad-based distribution. Products are prepared in batches based on customer demand as to specific flavor categories. Each pie is individually handmade and prepared for the baking process. After the baking process is complete, the pies are staged for cooling. Pies are then placed in our walk-in freezer unit to freeze. Once frozen, pies are individually shrink-wrapped and packaged in cases with 2 pies per case. Once packaged, the pies are stored in our freezer or transferred to a third party cold storage facility until removed for sale and distribution to customers.

Raw Materials

We purchase the majority of our baking ingredients from supplier and distributor, Ben E. Keith Foods San Antonio. We currently have a contract with Ben E. Keith Foods that offers cost incentives when 80% or more of our purchases are through Ben E. Keith Foods. Although this is beneficial for cost incentives, the contract is non-binding. If the contract with Ben E. Keith Foods were cancelled, we believe we could find another supplier or suppliers on the same or substantially similar terms.

As of March 31, 2010, we purchase our boxes for packing from Bates Container in San Antonio, Texas. There is no supplier risk for our packaging materials as there are many other vendors that can provide the same products at a similar price to meet our packaging needs.

Most of the materials we use to make and package our pies such as fruit, baking ingredients and cardboard for our packaging are commodity items, meaning they are available from many sources at approximately the same price. It is possible that certain commodity items may increase in price if, for example, weather negatively affects a particular crop. We have not experienced any substantial price increase, but if we do, our costs could increase which could affect our margins. If prices rise substantially for our raw materials, we may have to raise prices on our products which could hurt our competitive position and our revenues could decrease.



8



---

Delivery

All of our pies are fully-baked, frozen and packaged to prepare them for delivery. All retail and corporate pies are either picked up by the customer or shipped frozen via FedEx, UPS, or other similar carriers, utilizing either one or two-day delivery service, depending on the customer location. Ground delivery to home or business is available for Texas. All other states require standard overnight service in the summer or two day delivery in any other season in order to maintain product quality and freshness.

Wholesale pies are packaged and placed on standard food size shipping pallets for pickup by wholesale distributors. These pies are shipped by refrigerated trucks and stored frozen on the distributors premises before being delivered by refrigerated truck to the end-user.

Competition

The high-end dessert market is highly competitive. We compete against small to medium-size bakeries in our retail and corporate markets. These companies tend to focus on website sales, phone orders or walk-in retail outlets. In our wholesale market, we compete against larger, well-established companies, whose primary focus is on wholesale distribution to the food service industry. Our closest competitors in these markets and in our region include:

Retail and Corporate Competition:

Janies Pies  San Antonio, Texas

Collin Street Bakery  Corsicana, Texas

Goode Company  Houston, Texas

Royers Pies  Round Top, Texas

Wholesale Competition:

Sweet Street Desserts  Reading, Pennsylvania

Lawlers Desserts  Humble, Texas

Chef Pierre, a division of Sara Lee Food Service  Cincinnati, Ohio

Our goal is to compete by differentiating ourselves in the marketplace and promoting a value-added approach. We accomplish this approach by promoting several key elements that we believe set us apart from our competition. One of the most important features of our products is quality. To date, we have competed in the retail markets primarily through word of mouth and by sampling our product at high profile shows/events where our target market is in attendance. We have also initiated internet-based marketing and sales efforts including a viral marketing campaign. When marketing our products to our customers, we stress the quality of our products, the fact that they are handmade, and our reputation for customer service. We have been able to communicate this message through the efforts of our sales personnel. We believe our approach to be well received in the marketplace.

In both our wholesale and retail categories, we believe that our price-points are consistent with what we see as our competition in this segment of the dessert market. Because of the relative expense of our products, especially in our wholesale business, we offer value-added services to our distributors end-users who may desire to utilize these services. These services include allowing the use of our Tootie brand, the education of wait staff by our sales personnel, as well as supplying end-users with point-of-sale materials. We believe the name Tootie Pie is catchy and we have found it to help generate interest among customers when mentioned by the end-users wait staff. We are currently a small competitor in terms of geographic coverage and volume compared to some of our competitors in the wholesale market, but based on the positive response and growth in orders we have received from our distributors and their respective customers, we believe we will continue to grow in geographic coverage and volume.

Intellectual Property

We have filed and obtained a Federal Copyright to protect our Company logo and trade dress. We have also filed and obtained a State Trademark application with the State of Texas to protect the names Tootie Pie Company and Tootie Pie Gourmet Café. We have confidentiality agreements in place with all current employees protecting our trade secrets, including the recipes for our pies.



9



---

Government Regulation

Our food processing facilities and food products are subject to government regulation. We are periodically inspected by the Kendall County Health Department, as well as the Texas Department of Health; who advised us that they are also inspecting on behalf of the U.S. Food and Drug Agency, or USFDA. We have placed the required inspection certificates and reports in areas of plain view, as required. While these agencies do not issue opinions of a pass or fail nature, we were very pleased with the results of their inspections.

Seasonality

The high-end dessert business, and more specifically the pie business, experiences seasonal selling periods. We have completed five such seasons since we started our business. We have experienced large fluctuations in the percentage breakdown between the categories of our business at the various reporting periods during the year. Although our retail and corporate customers purchase our pies throughout the year, the majority of these sales occur during November and December, or our fiscal third quarter. Sales to our wholesale customers also experience seasonal fluctuations with a large portion of our wholesale revenue also being recorded during our fiscal third quarter. Specifically, 59% of our retail revenue, 89% of our corporate revenue and 43% of our wholesale revenue for the fiscal year ended March 31, 2010 was recorded in our fiscal third quarter.

Employees

As of March 31, 2010, we had ten full-time and seventeen part-time employees. We are not a party to any collective bargaining agreements. We believe that our relations with our employees are good.

ITEM 1A.

RISK FACTORS.

Risks Related to Our Business

There are many factors that affect our business and the results of its operations, some of which are beyond our control. The following is a description of some of the important factors that may cause the actual results of our operations in future periods to differ materially from those currently expected or desired.

Economic conditions could materially adversely affect our business.

Our operations and performance depend to some degree on economic conditions and their impact on levels of consumer spending, which have recently deteriorated significantly in many countries and regions, including the regions in which we operate, and may remain depressed for the foreseeable future. For example, some of the factors that could influence the levels of consumer spending include increases in fuel and other energy costs, conditions in the residential real estate and mortgage markets, labor and healthcare costs, access to credit, consumer confidence and other macroeconomic factors affecting consumer spending behavior. These and other economic factors could have a material adverse effect on demand for our products and on our financial condition and operating results.

We need additional working capital and without adequate capital, we may not be able to fulfill our business plan.

Although we believe that we have adequate capital to fund our operations through our next fiscal year ended March 31, 2011, we believe we will need additional working capital to fund our growth plans. However, we may not be able to access the capital we need on terms acceptable to us. If we can access financing, it may involve issuing debt or equity securities that are senior to our outstanding shares. Any issuance of convertible debt or equity securities may dilute the value of our current shares outstanding. If we issue debt securities or take loans from private investors, we may have to agree to certain covenants as a condition of those loans that restrict the manner in which we run our Company. In addition, if we cannot raise additional capital, it is likely that our potential growth will be restricted and we will be forced to scale back or curtail the implementation of our business plan. If we do not raise additional capital, the value of your investment may decrease or become worthless.

We initially began as a start up business with a small customer base and if we do not expand our customer base, we will not generate sufficient revenues to make our business successful.

We initially began as a start-up business with a small customer base. While we continue to experience a growth in revenues, we have not yet developed a viable customer base to become profitable. We will have to develop a substantial customer base and generate sufficient revenues to cover our expenses and eventually become profitable.



10



---

We may not be successful at attracting customers. If we are unsuccessful at generating revenues from customers, our business will likely fail and you may lose some or all of your investment.

We use commodities such as fruit, flour and other raw materials to make our products that may be subject to certain price pressures and if our raw material prices increase significantly, it may reduce our margins.

We have numerous sources for fruit, flour and raw materials to make our products. However, we are exposed to the same economic risks associated with the factors that can affect commodities such as weather, market conditions, or transportation-related economic risks. If the price of our raw materials increases significantly, it may reduce our margins and negatively affect our profits, if any.

We use third party carriers to ship pies to our retail and corporate customers which may pass on increases in transportation related fuel cost to our customers which could discourage them from purchasing our products.

We have numerous sources for third party carriers, such as FedEx and UPS, to ship our products to our retail and corporate customers. The shipping cost is paid for by the customer. If the price of fuel increases and the carrier chooses to pass these increases to our customers, it may reduce the number of customers willing to pay the higher shipping cost and negatively impact our results of operations.

Changes in consumer eating habits as a result of new information regarding diet, nutrition and health could impact demand for our product offerings.

Our success in creating demand for our product offerings is dependent on our ability to continue to accurately predict consumer taste preferences, and adapt our product offerings to trends in food consumption. If consumer eating habits change significantly, and we are unable to respond with appropriate product offerings, it could materially affect demand for our product offerings resulting in a decrease in our customer base and an adverse impact on our results of operations.

Inflation and other market conditions may increase our operating expenses.

Our profitability is dependent on, among other things, our ability to anticipate and react to changes in the costs of key operating resources, including food and other raw materials, labor, energy, insurance (including liability and workers compensation) and other supplies and services. To the extent that price increases cannot be passed along to our customers, those increases could impact our financial results.

Future supplies and costs for the commodities that we purchase may fluctuate due to weather and other market conditions outside of our control. In addition, our suppliers may be affected by higher costs to produce and transport commodities used in our manufacturing facilities, higher minimum wage and benefit standards and other expenses that they pass through to their customers, which could result in higher costs for goods and services supplied to us.

We rely on two customers for the majority of our wholesale business, Ben E. Keith Food Services and Sysco Corporation, and if we lose these customers, our revenues will likely decline.

As of March 31, 2010, our two largest wholesale customers are Ben E. Keith Food Services and Sysco Corporation. Ben E. Keith Food Services is a customer through its Ben E. Keith Food Services San Antonio, Dallas/Fort Worth, Oklahoma City, Amarillo, Albuquerque and Little Rock locations. Sysco Corporation is a customer through its Sysco Food Services of San Antonio, Austin, Houston, Dallas, Atlanta, St. Louis, East Texas and Jackson locations. For the twelve month period ended March 31, 2010, Ben E. Keith Food Services accounted for 29% of our pie sales and Sysco Corporation accounted for 20% of our pie sales, or a combined 49% of our overall pie sales. These food distributors buy our products for resale to their customers. The loss of business from either of these food distributors could have a negative impact on our ability to grow our wholesale business, which we expect to be a significant part of our sales growth.

We depend on the experience of our Chief Executive Officer and the loss of our Chief Executive Officer would affect our ability to implement our business plan.

Our performance is substantially dependent on the performance of Don Merrill, Jr. our Chief Executive Officer and Interim Chief Financial Officer. Mr. Merrill is knowledgeable about our Company and business plan and the loss of his services would require us to expend time and resources to seek a replacement. We would also have to invest in training and educating such replacement about our business. We have limited resources and it may be difficult for us to offer compensation that would allow us to attract well-qualified executive officers. If the replacement has less



11



---

experience than Mr. Merrill or does not understand our business as well, we may not implement our business plan successfully. Without the expertise of Mr. Merrill, or an immediate and qualified successor, we may be forced to curtail operations or, ultimately, close the business entirely.

If we do not manage our growth, we may not be successful.

In order to become profitable, we will need to substantially grow our business. Our growth is expected to place a significant strain on our managerial, operational and financial resources. Further, as we receive orders, we will be required to manage multiple relationships with various customers and other third parties. These requirements will be exacerbated in the event of our further growth or an increase in the number of our orders. Our systems, procedures and controls may not be adequate to support our operations and we may not be able to achieve the rapid execution necessary to successfully offer our products and implement our business plan. Our future operating results will also depend on our ability to add additional personnel commensurate with the growth of our business. If we are unable to manage growth effectively, our business, results of operations and financial condition may deteriorate and our business may fail. As a result, you may lose some or all of your investment.

If we do not protect our trademarks and other intellectual property, we may find it harder to compete in the marketplace.

We rely on trademarks, copyrights, domain names, trade dress and trade secrets to market our products and develop our business. We have filed and obtained a Federal Copyright to protect our Company logo and trade dress. We have also filed and obtained a State Trademark application with the State of Texas to protect the name Tootie Pie Company. When we purchased some of the assets associated with Tootie Pie Company, Inc., including the name and recipes, we believed the Tootie Pie brand image would allow us to more effectively market our products. We cannot be sure that our interests in these intellectual property rights will be completely protected. It is possible that our rights in this intellectual property will be invalidated, circumvented or challenged in the future. If our rights are challenged, we will likely have to expend significant resources to protect them and we may not have sufficient resources to adequately defend our rights. If we do not protect our intellectual property, we will have to develop new branding for our products which could substantially increase our costs and such branding may not be accepted by consumers. Our failure to successfully assert our intellectual property rights could make us less competitive and could have an adverse effect on our business, operating results and financial condition. We have confidentiality agreements in place with all current employees protecting our trade secrets, including the recipes for our pies.

We face intense competition, and if we are not successful in marketing our products, our business could fail.

The high end dessert market is highly competitive. We currently use two forms of distribution to our customers. The retail and corporate market of our business is served via third party shipper delivery, while foodservice distributors serve our wholesale market. We compete on a national level with our mail order retail business, shipping pies throughout the United States utilizing third party shipping carriers such as FedEx and UPS.

Our primary challenge in our retail market is the size and scope of servicing customers on a national level. There are many companies marketing and shipping high end dessert offerings throughout the United States. We believe to compete effectively, we will have to expend significant funds to build our brand and market our products. Our foodservice distribution for our wholesale market is provided by local, regional and national distributors that carry many different products and brands. We currently cover the greater Texas region, parts of Oklahoma, Kansas, Missouri, Louisiana, New Mexico, Colorado, Tennessee, Mississippi, Georgia and Arkansas with these distributors. While we feel there is a market for the high end, handmade pies our Company provides, we are competing against numerous well-established companies with significant resources that market quality dessert products. Our challenge will be our ability to compete successfully against the competitive pressures the large competitors present, including possible downward pressure on the prices we charge for our products that could reduce our revenues or increase our costs, or both. Working through our foodservice distributors will also require significant investment and marketing support in order to further expand our wholesale distribution. If we are unable to compete in the market for high end dessert products, we may not have sufficient revenues to become, or remain, profitable.

The food production industry is subject to government regulation which may increase our costs and reduce our margins.

Our food processing facilities and food products are subject to regulation and random inspection by the U.S. Food and Drug Agency, the State of Texas Department of Health, and the Kendall County Health Inspector. We must



12



---

structure our operations to comply with such government regulation and pay the expense necessary to comply. It is possible the government could increase its regulation of our industry. More stringent requirements could result in changes in industry practices, increased inspections or increased compliance requirements that could increase our costs and reduce margins.

Risks Related to Our Common Stock

Penny stock rules may make buying or selling our securities difficult, which may make our stock less liquid and make it harder for investors to buy and sell our shares.

Trading in our securities is subject to the SECs penny stock rules and it is anticipated that trading in our securities will continue to be subject to the penny stock rules for the foreseeable future. The SEC has adopted regulations that generally define a penny stock to be any equity security that has a market price of less than $5.00 per share, subject to certain exceptions. These rules require that any broker-dealer who recommends our securities to persons other than prior customers and accredited investors must, prior to the sale, make a special written suitability determination for the purchaser and receive the purchasers written agreement to execute the transaction. Unless an exception is available, the regulations require the delivery, prior to any transaction involving a penny stock, of a disclosure schedule explaining the penny stock market and the risks associated with trading in the penny stock market. In addition, broker-dealers must disclose commissions payable to both the broker-dealer and the registered representative and current quotations for the securities they offer. The additional burdens imposed upon broker-dealers by these requirements may discourage broker-dealers from recommending transactions in our securities, which could severely limit the liquidity of our securities and consequently adversely affect the market price for our securities.

ITEM 2.

PROPERTIES.

As of March 31, 2010, our headquarters and operations were housed in approximately 5,000 square feet of leased office/warehouse space in Boerne, Texas. The lease requires payments of $3,000 per month, expires in August 2010 and management believes the lease will be renewed under comparable terms. In addition, we pay the real estate taxes and insurance on the building which totaled approximately $9,500 for the twelve month period ended March 31, 2010. While we believe our existing facilities will be adequate to meet our anticipated needs for the next year, we are currently evaluating our facility requirements to meet our future needs.

We also have leases on our two Gourmet Cafés; one requiring payments of $2,600 per month that expires in November 2011 and the other requiring payments of $2,200 per month that expires in October 2012.

ITEM 3.

LEGAL PROCEEDINGS.

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

ITEM 4.

REMOVED AND RESERVED.



13



---

PART II

ITEM 5.

MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

Market Information

We filed a registration statement with the Securities and Exchange Commission in 2006 and it was declared effective on January 8, 2007. Active trading of our stock commenced on April 9, 2007 on the Over-the-Counter Bulletin Board, or OTCBB, under the symbol TOOT.

The following table sets forth, for the quarterly periods indicated, the range of high and low bid prices of our common stock as reported on the OTCBB for the past two fiscal years. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions.



|                                         |  |        |  |       
|---------------------------------------- |  | ------ |  | ------
|For the Fiscal Year Ended March 31, 2010 |  | High   |  | Low   
|Quarter ended June 30, 2009              |  | $ 0.40 |  | $ 0.10
|Quarter ended September 30, 2009         |  | $ 0.30 |  | $ 0.11
|Quarter ended December 31, 2009          |  | $ 0.20 |  | $ 0.13
|Quarter ended March 31, 2010             |  | $ 0.26 |  | $ 0.10
|                                         |  |        |  |       
|For the Fiscal Year Ended March 31, 2009 |  | High   |  | Low   
|Quarter ended June 30, 2008              |  | $ 0.80 |  | $ 0.76
|Quarter ended September 30, 2008         |  | $ 0.80 |  | $ 0.10
|Quarter ended December 31, 2008          |  | $ 0.60 |  | $ 0.35
|Quarter ended March 31, 2009             |  | $ 0.45 |  | $ 0.15
|                                         |  |        |  |       
|                                         |  |        |  |       



Holders

As of June 19, 2010, there were 9,912,462 shares of our common stock issued and outstanding. As of June 19, 2010, there were approximately 139 stockholders of record of our common stock.

Dividends

We have never declared or paid cash or stock dividends and have no plans to pay any such dividends in the foreseeable future. Instead, we intend to reinvest our earnings, if any, into our Company.

Recent Sales of Unregistered Securities

In April 2010, we sold 125,000 unregistered shares of our common stock, plus warrants to buy an additional 125,000 unregistered shares of our common stock, to one of our existing investors for $25,000. The warrants have a conversion price of $0.50 per share and expire on December 31, 2011.

In April 2010, we also issued 165,000 shares of our restricted common stock to two vendors as payments for promotional services.  We valued the services at $19,700.

All aforementioned share issuances were completed in accordance with Section 4(2) of the Securities Act of 1933 in an offering without any public offering, advertising or general solicitation.  These shares are restricted securities and include an appropriate restrictive legend.

ITEM 6.

SELECTED FINANCIAL DATA.

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.



14



---

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K 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 this report 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.

The following Managements Discussion and Analysis should be read in conjunction with the Financial Statements and Notes thereto, and other financial information included elsewhere in this Annual Report on Form 10-K.

Overview

We incorporated in the State of Nevada on June 16, 2005. On September 9, 2005, we purchased certain assets from Ms. Ruby Lorraine Tootie Feagan including all of her pie recipes, customer list, the right to the Tootie Pie name, the related baking equipment, and a building 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 October 8, 2009, we completed the Asset Purchase of certain business assets held by two Bennys Bagels sandwich shops located in San Antonio, Texas. By March 2010, we completed the re-branding of these two stores and both are now operating as Tootie Pie Gourmet Cafés. Our Cafés are dessert destinations where customers can enjoy a quality dine-in experience or pick up a pie to take home. In addition to featuring our Tootie Pies, the Cafés offer a menu of bagels, sandwiches, paninis, salads and drinks. In June 2010, we launched a new coffee and tea line at our Cafés and expanded our dessert menu with the release of our latest product offering, Tootie Pie on a Stick.

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 and Tootie Pie Gourmet Café locations, orders via telephone and internet orders from our website: 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 broad-line foodservice distributors who purchase our products and then resell them to their customers. We started the fiscal year selling to the following distributors:

·

Ben E. Keith Food Services San Antonio

·

Ben E. Keith Food Services Dallas/Fort Worth

·

Ben E. Keith Food Services Oklahoma

·

Ben E. Keith Food Services Amarillo

·

Ben E. Keith Food Services Albuquerque

·

Ben E. Keith Food Services Little Rock

·

Sysco Food Services of San Antonio

·

Sysco Food Services of Austin

·

Sysco Food Services of Houston

·

Sysco Food Services of Dallas



15



---

·

Sysco Food Services of Atlanta

·

Sysco Food Services of St. Louis

·

Sysco Food Services of Jackson

·

U.S. Foodservice Austin

·

Performance Food Group  Temple

·

Martin Preferred Foods  Houston

·

Cheney Brothers Florida

During the first quarter ended June 30, 2009, we increased our distribution base with the addition of Reinhart Food Service.

During the second quarter ended September 30, 2009, we increased our distribution base with Sysco Food Services of East Texas.

In October 2009, we entered into a distributor agreement with Kehe Food Distributors. Kehe distributes specialty food items to more than 15,000 retail outlets in 49 states, Mexico, and the Caribbean.

Ben E. Keith Food Services of San Antonio, 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:

·

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

·

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.

·

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

·

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

·

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.

·

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

·

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:

·

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

·

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

·

Sysco Food Services of Houston and East Texas sell to customers located in the east Texas market.

·

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

·

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

·

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

·

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

U.S. Foodservice  Austin is part of U.S. Foodservice Corporation, a national foodservice distributor. U.S. Foodservice  Austin sells to customers in the central and south Texas.

Performance Food Group  Temple is part of Performance Food Group, a multi-state broad-line 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.



16



---

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.

The distributors purchase our products in volume and then sell and deliver our products to their customers. The distributors customers are referred to as end-users and consist of restaurants, hotels, hospitals, schools, convention centers and caterers. The size of their customers varies and range from local, regional and national companies.

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, we retain 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 transmits information to us relating to competitive pricing, promotion and advertising bearing on our products and attends 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: This Management's Discussion and Analysis of Financial Condition and Results of Operations is 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 Intangible 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 do not have any unrecognized income tax benefits at March 31, 2010.

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;



17



---

(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:We recognize compensation cost relating to share-based payments, including grants of employee stock options based on the estimated fair value of the equity or liability instruments issued using the Black-Scholes option pricing model.  We measure the cost of services received in exchange for stock options based on the grant-date fair value of the award and recognize the cost over the requisite service period.

New Accounting Standard

On January 21, 2010, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2010-06. ASU 2010-06 added new requirements for disclosures about transfers in and out of Levels 1 and 2 in the fair value hierarchy and amended additional disclosures about purchases, sales, issuances, and settlements relating to Level 3 fair value measurements.  Additionally it clarifies existing fair value disclosures about the level of disaggregation about inputs and valuation techniques used to measure fair value. ASU 2010-06 is generally effective for the first reporting period beginning after December 15, 2009. We do not expect the adoption of ASU 2010-06 to have a significant impact on our results of operations and financial position.

Results of Operations

Comparison of the Year Ended March 31, 2010 to the Year Ended March 31, 2009

Revenues:

Our revenues are principally derived from selling our pies to retail, corporate and wholesale markets.  Revenues for the twelve months ended March 31, 2010 were effectively flat from the same period in the prior year; increasing to $1,686,109 from $1,670,324 for the twelve months ended March 31, 2009.  Revenues from wholesale foodservice, grocery and retail sales were up from the prior year periods while corporate sales were down from the prior year periods.  This shift in sales from corporate to wholesale resulted in overall year ended March 31, 2010 revenues being effectively unchanged from year end March 31, 2009 revenues.  We see this shift as indicative of the overall uneven performance of the U.S. economy.

The revenues for the twelve months ended March 31, 2010 are detailed in the following table.

|                                  |  |                           |           |                           |   |            |  |            |         |   |         | 
|--------------------------------- |  | ------------------------- | --------- | ------------------------- | - | ---------- |  | ---------- | ------- | - | ------- | 
|Category                          |  | Year Ended
March 31, 2010 |           | Year Ended
March 31, 2009 |   | $ Increase |  | % Increase |        
|Retail                            |  | $                         | 385,032   |                           | $ | 299,692    |  | $          | 85,340  |   | 28.5%   | 
|Corporate                         |  |                           | 168,160   |                           |   | 230,225    |  |            | (62,065 | ) | (27.0)% | 
|Wholesale                         |  |                           | 986,418   |                           |   | 949,395    |  |            | 37,023  |   | 3.9%    | 
|Packaging/Shipping Reimbursements |  |                           | 146,499   |                           |   | 191,012    |  |            | (44,513 | ) | (23.3)% | 
|Net Sales                         |  | $                         | 1,686,109 |                           | $ | 1,670,324  |  | $          | 15,785  |   | 0.9%    | 



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



|          |  |                           |  |                          
|--------- |  | ------------------------- |  | -------------------------
|Category  |  | Year Ended
March 31, 2010 |  | Year Ended
March 31, 2009
|Retail    |  | 25%                       |  | 20%                      
|Corporate |  | 11%                       |  | 16%                      
|Wholesale |  | 64%                       |  | 64%                      
|Totals    |  | 100%                      |  | 100%                     





18



---

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, 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, 89% of our corporate revenue and 43% of our wholesale revenue for the fiscal year ended March 31, 2010 was recorded in our fiscal third quarter.

As of March 31, 2010, our two largest wholesale customers were Ben E. Keith Food Services and Sysco Corporation. For the twelve month period ended March 31, 2010, Ben E. Keith Food Services and Sysco Corporation combined for 49% of our overall pie sales, 29% and 20% respectively.

Costs of Sales:

Cost of sales includes raw materials, direct labor, cooking and cleaning supplies, and factory overhead. Cost of sales was $607,760 for the twelve months ended March 31, 2010 compared to $621,025 for the twelve months ended March 31, 2009. We do not consider this to be a significant change from one year to the next.

Cost of sales, as a percentage of net sales, was 36% for the twelve month period ended March 31, 2010 compared to 37% for the twelve month period ended March 31, 2009. We do not consider the change in our cost of sales as a percentage of net sales for the twelve month period ended March 31, 2010 to be a particularly meaningful change and attribute it to our fixed cost of manufacturing being spread over the number of units sold resulting in no meaningful changes in manufacturing efficiencies. The result is a fairly constant cost of sales and overall cost per unit produced and sold from one twelve month period to the next.

Gross Margin:

Gross margin was 64% for the year ended March 31, 2010 compared to 63% for the year ended March 31, 2009. Consequently, we had a similar gross profit for each unit sold from the prior year period. We expect our gross margin percentage to continue to fluctuate as we refine our manufacturing process.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses decreased $176,802, a drop of 10%, to $1,553,575 for the twelve month period ended March 31, 2010, from $1,730,377 for the twelve month period ended March 31, 2009.The decrease in selling, 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.

Net Loss:

Net loss decreased $209,589, a 30% drop, to $478,226 for the twelve months ended March 31, 2010 from $687,815 for the twelve months ended March 31, 2009. The net loss decrease for the twelve months ended March 31, 2010 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.

Liquidity and Capital Resources

At March 31, 2010, we had $47,056 of cash and cash equivalents, compared to $183,859 of cash and cash equivalents at March 31, 2009. In addition, our working capital was $125,867 at March 31, 2010, compared to $572,327 at March 31, 2009.

We believe our current working capital is sufficient to fund our current operations; however, we are seeking additional capital to fund our growth plans through our fiscal year ending March 31, 2011. 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 we not grow and continue to maintain operations at our historic levels.



19



---

On April 10, 2010, as a start in our efforts to find additional sources of funding, we sold 125,000 unregistered shares of our common stock, plus warrants to buy an additional 125,000 unregistered shares of our common stock, to one of our existing investors for $25,000. The warrants have a conversion price of $0.50 per share and expire on December 31, 2011.

Net cash used in operating activities dropped 82%, resulting in cash used of $148,037 for the twelve months ended March 31, 2010 versus $815,406 of cash used for the twelve months ended March 31, 2009, an improvement of $667,369 from the prior year. Net cash used in operating activities was decreased primarily through cost saving measures associated with staff and payroll reductions and the corresponding savings associated with those cuts.

Net cash used in investing activities was $111,266 for the twelve months ended March 31, 2010 and $92,741 for the twelve months ended March 31, 2009. These investing activities primarily reflected capital expenditures related to our acquisition of Bennys Bagels.

Net cash provided by financing activities of $122,500 for the twelve months ended March 31, 2010 and $63,920 for the twelve months ended March 31, 2009, represented proceeds from the issuance of common stock as well as borrowings in notes payable, net of repayments.

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.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a Smaller Reporting Company, as defined by Rule 12b-2 of the Exchange Act and in Item 10(f)(1) of Regulation S-K, we are electing scaled disclosure reporting obligations and therefore are not required to provide the information requested by this Item.



20



---

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.



|                                                                                          |    
|----------------------------------------------------------------------------------------- | ---
|INDEX TO FINANCIAL STATEMENTS                                                             |    
|                                                                                          |    
|Report of Independent Registered Public Accounting Firm                                   | F-2
|                                                                                          |    
|Balance Sheets as of March 31, 2010 and 2009                                              | F-3
|                                                                                          |    
|Statements of Operations for the years ended March 31, 2010 and 2009                      | F-4
|                                                                                          |    
|Statements of Changes in Stockholders Equity for the years ended March 31, 2010 and 2009 | F-5
|                                                                                          |    
|Statements of Cash Flows for the years ended March 31, 2010 and 2009                      | F-6
|                                                                                          |    
|Notes to Audited Financial Statements                                                     | F-7



F-1



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

Tootie Pie Company, Inc.

Boerne, Texas

We have audited the accompanying balance sheets of Tootie Pie Company, Inc. (the Company) as of March 31, 2010 and 2009, and the related statements of operations, changes in stockholders' equity, and cash flows for the years then ended. These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above presents fairly, in all material respects, the financial position of Tootie Pie Company, Inc., as of March 31, 2010 and 2009, and the results of its operations, changes in stockholders equity, and cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.



|                                      
|--------------------------------------
|/s/ Akin, Doherty, Klein & Feuge, P.C.
|Akin, Doherty, Klein & Feuge, P.C.    
|San Antonio, Texas                    
|Dated: July 1, 2010                   





F-2



---





TOOTIE PIE COMPANY, INC.

BALANCE SHEETS

|                                                                                                             |  |                |            |                |   |            |  
|------------------------------------------------------------------------------------------------------------ |  | -------------- | ---------- | -------------- | - | ---------- | -
|                                                                                                             |  | March 31,
2010 |            | March 31,
2009 |  
|ASSETS                                                                                                       |  |                |            |                |   |            |  
|Current Assets:                                                                                              |  |                |            |                |   |            |  
|Cash and equivalents                                                                                         |  | $              | 47,056     |                | $ | 183,859    |  
|Accounts receivable, net                                                                                     |  |                | 38,857     |                |   | 32,021     |  
|Inventory                                                                                                    |  |                | 181,869    |                |   | 356,170    |  
|Other current assets                                                                                         |  |                | 11,537     |                |   | 45,056     |  
|Total current assets                                                                                         |  |                | 279,319    |                |   | 617,106    |  
|                                                                                                             |  |                |            |                |   |            |  
|Fixed Assets:                                                                                                |  |                |            |                |   |            |  
|Furniture and equipment                                                                                      |  |                | 417,242    |                |   | 260,976    |  
|Leasehold improvements                                                                                       |  |                | 34,318     |                |   | 34,318     |  
|Building                                                                                                     |  |                | 7,000      |                |   | 7,000      |  
|Total fixed assets                                                                                           |  |                | 458,560    |                |   | 302,294    |  
|Less accumulated depreciation                                                                                |  |                | (186,863   | )              |   | (123,784   | )
|Net fixed assets                                                                                             |  |                | 271,697    |                |   | 178,510    |  
|                                                                                                             |  |                |            |                |   |            |  
|Other Assets:                                                                                                |  |                |            |                |   |            |  
|Intangible assets, net                                                                                       |  |                | 65,940     |                |   | 93,226     |  
|Deposits and other                                                                                           |  |                | 5,410      |                |   | 3,750      |  
|Total other assets                                                                                           |  |                | 71,350     |                |   | 96,976     |  
|                                                                                                             |  |                |            |                |   |           
|Total Assets                                                                                                 |  | $              | 622,366    |                | $ | 892,592    |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                         |  |                |            |                |   |            |  
|Current Liabilities:                                                                                         |  |                |            |                |   |            |  
|Accounts payable, trade                                                                                      |  | $              | 32,064     |                | $ | 10,775     |  
|Accounts payable, employees                                                                                  |  |                | 3,517      |                |   | 3,878      |  
|Accrued expenses                                                                                             |  |                | 45,371     |                |   | 30,126     |  
|Notes payable                                                                                                |  |                | 72,500     |                |   |           |  
|Total current liabilities                                                                                    |  |                | 153,452    |                |   | 44,779     |  
|                                                                                                             |  |                |            |                |   |            |  
|Stockholders Equity:                                                                                        |  |                |            |                |   |            |  
|Preferred stock, $0.001 par value; authorized 100,000 shares, none issued or outstanding                     |  |                |           |                |   |           |  
|Common stock, $0.001 par value; authorized 99,900,000 shares, 9,512,462 and 9,032,962 issued and outstanding |  |                | 9,512      |                |   | 9,033      |  
|Additional paid-in-capital                                                                                   |  |                | 2,883,848  |                |   | 2,785,000  |  
|Retained earnings (deficit)                                                                                  |  |                | (2,424,446 | )              |   | (1,946,220 | )
|Total stockholders equity                                                                                   |  |                | 468,914    |                |   | 847,813    |  
|                                                                                                             |  |                |            |                |   |            |  
|Total Liabilities and Stockholders Equity                                                                   |  | $              | 622,366    |                | $ | 892,592    |  





See notes to audited financial statements.



F-3



---





TOOTIE PIE COMPANY, INC.

STATEMENTS OF OPERATIONS

|                                                              |  |                           |           |                           |   |           |  
|------------------------------------------------------------- |  | ------------------------- | --------- | ------------------------- | - | --------- | -
|                                                              |  | Year Ended
March 31, 2010 |           | Year Ended
March 31, 2009 |  
|Sales, net                                                    |  | $                         | 1,686,109 |                           | $ | 1,670,324 |  
|Cost of goods sold                                            |  |                           | 607,760   |                           |   | 621,025   |  
|Gross profit                                                  |  |                           | 1,078,349 |                           |   | 1,049,299 |  
|Operating Expenses:                                           |  |                           |           |                           |   |           |  
|General and administrative expense                            |  |                           | 528,698   |                           |   | 597,533   |  
|Selling expense                                               |  |                           | 1,024,877 |                           |   | 1,132,844 |  
|Total operating expenses                                      |  |                           | 1,553,575 |                           |   | 1,730,377 |  
|Operating (Loss)                                              |  |                           | (475,226  | )                         |   | (681,078  | )
|Other Income (Expense):                                       |  |                           |           |                           |   |           |  
|Interest income                                               |  |                           |          |                           |   | 8,173     |  
|Other (expense)                                               |  |                           |          |                           |   | (11,244   | )
|Total other income (expense), net                             |  |                           |          |                           |   | (3,071    | )
|Loss before income taxes                                      |  |                           | (475,226  | )                         |   | (684,149  | )
|Income taxes  Texas margin tax                               |  |                           | (3,000    | )                         |   | (3,666    | )
|Net Loss                                                      |  | $                         | (478,226  | )                         | $ | (687,815  | )
|Earnings (Loss) Per Share                                     |  |                           |           |                           |   |           |  
|Basic and diluted loss per share                              |  | $                         | (0.05     | )                         | $ | (0.08     | )
|Weighted average common shares outstanding,
basic and diluted |  |                           | 9,302,263 |                           |   | 9,008,119 |  





See notes to audited financial statements.



F-4



---





TOOTIE PIE COMPANY, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY

|                                   |  |           |  |                            |       |                             |   |           |  |   |            |   |   |           |  
|---------------------------------- |  | --------- |  | -------------------------- | ----- | --------------------------- | - | --------- |  | - | ---------- | - | - | --------- | -
|                                   |  |           |  | Additional
Paid-in
Capital |       | Retained
Earnings
(Deficit) |   | Total     | 
|Common Stock                      
|Shares                             |  | Amount   
|Balance at March 31, 2008          |  | 8,875,035 |  | $                          | 8,875 |                             | $ | 2,686,910 |  | $ | (1,258,405 | ) | $ | 1,437,380 |  
|Common stock issuances:            |  |           |  |                            |       |                             |   |           |  |   |            |   |   |           |  
|Proceeds from exercise of warrants |  | 127,840   |  |                            | 128   |                             |   | 63,792    |  |   |           |   |   | 63,920    |  
|Common stock for services          |  | 30,087    |  |                            | 30    |                             |   | 31,950    |  |   |           |   |   | 31,980    |  
|Stock options issued for services  |  |          |  |                            |      |                             |   | 2,348     |  |   |           |   |   | 2,348     |  
|Net (loss) for the year            |  |          |  |                            |      |                             |   |          |  |   | (687,815   | ) |   | (687,815  | )
|Balance at March 31, 2009          |  | 9,032,962 |  | $                          | 9,033 |                             | $ | 2,785,000 |  | $ | (1,946,220 | ) | $ | 847,813   |  
|Common stock issuances:            |  |           |  |                            |       |                             |   |           |  |   |            |   |   |           |  
|Proceeds from exercise of warrants |  | 125,000   |  |                            | 125   |                             |   | 49,875    |  |   |           |   |   | 50,000    |  
|Common stock for services          |  | 54,500    |  |                            | 54    |                             |   | 4,273     |  |   |           |   |   | 4,327     |  
|Common stock for equipment         |  | 300,000   |  |                            | 300   |                             |   | 44,700    |  |   |           |   |   | 45,000    |  
|Net (loss) for the year            |  |          |  |                            |      |                             |   |          |  |   | (478,226   | ) |   | (478,226  | )
|Balance at March 31, 2010          |  | 9,512,462 |  | $                          | 9,512 |                             | $ | 2,883,848 |  | $ | (2,424,446 | ) | $ | 468,914   |  





See notes to audited financial statements.



F-5



---





TOOTIE PIE COMPANY, INC.

STATEMENTS OF CASH FLOWS

|                                                  |  |                            |          |                            |   |           |  
|------------------------------------------------- |  | -------------------------- | -------- | -------------------------- | - | --------- | -
|                                                  |  | Year Ended 
March 31, 2010 |          | Year Ended 
March 31, 2009 |  
|Operating Activities                              |  |                            |          |                            |   |           |  
|Net loss                                          |  | $                          | (478,226 | )                          | $ | (687,815  | )
|Adjustments to reconcile net loss                 |  |                            |          |                            |   |           |  
|to net cash (used) by operating activities:       |  |                            |          |                            |   |           |  
|Depreciation                                      |  |                            | 63,079   |                            |   | 49,119    |  
|Amortization                                      |  |                            | 27,286   |                            |   | 27,286    |  
|Common stock and options issued for services      |  |                            | 4,327    |                            |   | 34,328    |  
|Changes in operating assets and liabilities:      |  |                            |          |                            |   |           |  
|Accounts receivable                               |  |                            | (6,836   | )                          |   | (29,419   | )
|Inventory                                         |  |                            | 174,301  |                            |   | (171,316  | )
|Other assets                                      |  |                            | 31,858   |                            |   | 2,810     |  
|Accounts payable and accrued expenses             |  |                            | 36,174   |                            |   | (40,399   | )
|Net Cash (Used) by Operating Activities           |  |                            | (148,037 | )                          |   | (815,406  | )
|Investing Activities                              |  |                            |          |                            |   |           |  
|Purchases of fixed assets                         |  |                            | (111,266 | )                          |   | (92,741   | )
|Net Cash (Used) by Investing Activities           |  |                            | (111,266 | )                          |   | (92,741   | )
|Financing Activities                              |  |                            |          |                            |   |           |  
|Borrowings on notes payable                       |  |                            | 110,000  |                            |   |          |  
|Repayments on notes payable                       |  |                            | (37,500  | )                          |   |          |  
|Issuances of common stock, net of offering costs  |  |                            | 50,000   |                            |   | 63,920    |  
|Net Cash Provided by Financing Activities         |  |                            | 122,500  |                            |   | 63,920    |  
|                                                  |  |                            |          |                            |   |           |  
|Net Change in Cash                                |  |                            | (136,803 | )                          |   | (844,227  | )
|Cash at beginning of year                         |  |                            | 183,859  |                            |   | 1,028,086 |  
|                                                  |  |                            |          |                            |   |           |  
|Cash at End of Year                               |  | $                          | 47,056   |                            | $ | 183,859   |  
|                                                  |  |                            |          |                            |   |           |  
|Supplemental Disclosures                          |  |                            |          |                            |   |           |  
|                                                  |  |                            |          |                            |   |           |  
|Interest paid in cash                             |  | $                          |         |                            | $ |          |  
|Income taxes paid in cash                         |  |                            | 1,868    |                            |   |          |  
|Non-cash Activities:                              |  |                            |          |                            |   |           |  
|Issuance of common stock and options for services |  |                            | 4,327    |                            |   | 34,328    |  
|Issuance of common stock for equipment            |  |                            | 45,000   |                            |   |          |  







See notes to audited financial statements.



F-6



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

NOTE 1  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Nature of Business: Tootie Pie Company, Inc. (the Company) was organized under the laws of the State of Nevada on June 16, 2005 and commenced its formal operations on September 9, 2005. The Company is engaged in one business market, the development, production and marketing of high end desserts through retail, corporate and wholesale channels from its manufacturing and corporate office facilities in Boerne, Texas.

Reporting Period: These financial statements are as of, and for the years ended, March 31, 2010 and 2009.  The Company operates on a March 31 fiscal year end.

Cash and Equivalents: The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable: Accounts receivable are reported at outstanding principal, net of an allowance for doubtful accounts of $5,000 at March 31, 2010 and 2009. The allowance for doubtful accounts is determined based on historical trends and an account-by-account review. Accounts are charged off when collection efforts have failed and the account is deemed uncollectible. The Company normally does not charge interest on accounts receivable.

Inventories: Inventories are stated at the lower of cost (which is determined on a first-in, first-out basis) or market and consists of raw materials, packaging materials and finished goods. Reserves for slow moving and obsolete inventories are provided based on historical experience and product demand. A reserve for obsolete inventories was not required at March 31, 2010 and 2009.

Fixed Assets: Fixed assets are stated at cost. Depreciation is computed on the straight-line method over the estimated useful lives of the related assets, ranging from three to twenty years. Leasehold improvements are amortized straight-line over the lesser of the estimated useful life of the asset or over the remaining lease period. Expenditures for maintenance and repairs are charged to expense as incurred.

Intangible Assets:Intangible assets consist primarily of recipes (see Note 2), and are being amortized straight-line over 7 years. Accumulated amortization totaled $125,060 at March 31, 2010 and $97,774 at March 31, 2009. The Company periodically reviews, on at least an annual basis, the carrying value of its intangible and 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 and long-lived assets, determined based upon the estimated future cash inflows attributable to the assets, less estimated future cash outflows, are less than the carrying amount, an impairment loss is recognized.

Income Taxes: Deferred tax assets and liabilities are recorded based on differences between financial reporting and tax bases of assets and liabilities, and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The Company is subject to the Texas margin tax.

The Company follows Accounting Standard Codification (ASC) Topic 740. The Standard defines the confidence level that a tax position must meet in order to be recognized in the financial statements. ASC 740 requires a two-step approach under which the tax effect of a position is recognized only if it is more-likely-than not to be sustained and the amount of tax benefit recognized is equal to the largest tax benefit that is greater than 50% likely of being realized upon ultimate settlement of the tax position. This approach requires the Company to exercise considerable judgment and estimates are inherent. ASC 740 also requires that the amount of interest expense to be recognized related to uncertain tax positions be computed by applying the applicable statutory rate of interest to the difference between the tax position recognized in accordance with ASC 740 and the amount previously taken or expected to be taken in a tax return.





F-7



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

NOTE 1  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - continued

Revenue Recognition: Revenue is recognized when goods are shipped from production or third party storage facilities to customers. Revenue is recognized when the following four criteria have been met: the product has been shipped and the Company has no significant remaining obligations; persuasive evidence of an arrangement exists; the price to the buyer is fixed or determinable; and collection is probable. Deductions from sales for discounts are recorded as reductions of revenues and are provided for at the time of initial sale of product. Sales taxes when billed are reported directly as a liability to the taxing authority, and not included in revenues.

Advertising Costs:The cost of advertising is expensed as incurred. The Company incurred advertising expense of approximately $35,000 for the year ended March 31, 2010 and $80,000 for the year ended March 31, 2009.

Product Development Costs: Cost of new product development and product redesign are charged to expense as incurred.

Shipping and Handling Costs: Revenue received from shipping and handling fees of $137,589 for the year ended March 31, 2010 and $177,778 for the year ended March 31, 2009 is reflected in sales. Costs associated with shipping product to customers is included in selling expenses and totaled $164,543 for the year ended March 31, 2010 and $191,570 for the year ended March 31, 2009.

Loss Per Common Stock: Basic and diluted loss per common share is calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Common stock equivalents, which consist of stock options and warrants, were excluded from the computation of the weighted average number of common shares outstanding for purposes of calculating diluted loss per common share because their effect was antidilutive.

Concentration of Credit Risk: Financial instruments that potentially expose the Company to credit risk consist of cash and equivalents and accounts receivable. The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent of balances in excess of amounts insured by the FDIC. Trade receivables potentially subject the Company to concentrations of credit risk. The Companys customer base consists of retail, corporate and wholesale buyers which are geographically dispersed. For the year ended March 31, 2010, the Companys two primary wholesale customers represented 29% and 20% of pie sales revenue.

Fair Value of Financial Instruments: Cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses are reflected in the accompanying audited financial statements at cost, which approximates fair value because of the short-term maturity of these instruments.

Subsequent Events:Subsequent events have been evaluated by management through the date of the report of the independent registered public accounting firm. Material subsequent events, if any, are disclosed in a separate footnote to these financial statements.

Use of Estimates: The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure on contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements: On January 21, 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-06. ASU 2010-06 amends ASC 820, Fair Value Measurements, and adds new requirements for disclosures about transfers in and out of Levels 1 and 2 in the fair value hierarchy and additional disclosures about purchases, sales, issuances, and settlements relating to Level 3 fair value measurements.  Additionally, it clarifies existing fair value disclosures about the level of disaggregation about inputs and valuation techniques used to measure fair value. ASU 2010-06 is generally effective for the first reporting period beginning after December 15, 2009. The Company does not expect the adoption of ASU 2010-06 to have a significant impact on our results of operations and financial position.



F-8



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

NOTE 1  DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - continued

Share-Based Compensation: The Company recognizes as compensation expense all share based payment awards made to employees and directors, including grants of stock options and warrants, based on estimated fair values. Fair value is generally determined based on the closing price of the Companys common stock on the date of grant. Compensation expense related to share based payments totaled $0 for the year ended March 31,2010 and $22,832 for the year ended March 31, 2009.

NOTE 2  PURCHASE OF CERTAIN ASSETS

On September 9, 2005, the Company 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. The $200,000 purchase price was allocated $9,000 to equipment and $191,000 to intangible assets. The intangible assets are being amortized $27,286 per year through fiscal year ended March 31, 2012, and $11,418 in fiscal year ended March 31, 2013.



NOTE 3  INVENTORIES

Inventories consist of the following at March 31:



|                    |  |      |         |      |   |        
|------------------- |  | ---- | ------- | ---- | - | -------
|                    |  | 2010 |         | 2009
|Raw materials       |  | $    | 62,251  |      | $ | 92,965 
|Packaging materials |  |      | 19,208  |      |   | 34,966 
|Finished goods      |  |      | 100,410 |      |   | 228,239
|Total Inventories   |  | $    | 181,869 |      | $ | 356,170



NOTE 4  NOTES PAYABLE

In connection with its purchase of two Bennys Bagels sandwich shop locations in October, 2009, the Company executed an unsecured note payable in the amount of $110,000 in favor of the seller.  The note is payable in 12 equal monthly installments of $7,500, with the balance of $20,000 due on November 1, 2010. The note does not earn interest, and discounting the note to assume the prime rate of interest is insignificant. The note had a balance of $72,500 at March 31, 2010.

The Companys average note payable balance outstanding during the fiscal year ended March 31, 2010 was $45,625. The Company did not have any borrowing outstanding during the fiscal year ended March 31, 2009.



F-9



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

NOTE 5  STOCKHOLDERS EQUITY

Stock Options: The Company periodically grants non-qualified stock options to directors and officers and uses the Black-Scholes option pricing model in valuing theses grants. The fair value for these options was estimated at the date of grant with the following weighted-average assumptions for the year ended March 31:



|                                                                            |      |  |     
|--------------------------------------------------------------------------- | ---- |  | ----
|                                                                            | 2010 |  | 2009
|Risk-free interest rate                                                     | *    |  | *   
|Expected dividend yield                                                     | *    |  | *   
|Expected volatility of common stock                                         | *    |  | *   
|Expected weighted-average life of option                                    | *    |  | *   
|                                                                           
|*   No grants were awarded in the fiscal year ended March 31, 2010 or 2009.



The Black-Scholes option pricing model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Companys employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in managements opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

A summary of the status of the Companys non-plan and plan options is as follows:

|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|-------------------------------------------------------------- |  | -------------------------- | -------- | ------------------------------- | - | -------- | - | ------------------------------- |  | - | --------
|                                                               |  | Year Ended 
March 31, 2010 |          | Year Ended
March 31, 2009      
|                                                               |  | Shares                     |          | Weighted Average
Exercise Price |   | Shares   |   | Weighted Average
Exercise Price
|Outstanding at the beginning of year                           |  |                            | 741,000  |                                 | $ | 0.48     |   | 741,000                         |  | $ | 0.49    
|Granted                                                        |  |                            |         |                                 |   |         |   |                                |  |   |        
|Exercised                                                      |  |                            |         |                                 |   |         |   |                                |  |   |        
|Forfeited                                                      |  |                            | (330,000 | )                               |   |         |   |                                |  |   |        
|Cancelled                                                      |  |                            |         |                                 |   |         |   |                                |  |   |        
|Outstanding at the end of year                                 |  |                            | 411,000  |                                 | $ | 0.48     |   | 741,000                         |  | $ | 0.49    
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|Aggregate intrinsic value, end of year                         |  | $                          | 90,420   |                                 |   |          | $ | 222,300                         |  |   |         
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|Options exercisable at end of year                             |  |                            | 411,000  |                                 | $ | 0.48     |   | 711,000                         |  | $ | 0.48    
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|Aggregate intrinsic value, end of year                         |  | $                          | 90,420   |                                 |   |          | $ | 213,300                         |  |   |         
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|Weighted average fair value of options granted during the year |  | $                          |         |                                 |   |          | $ |                                |  |   |         
|                                                               |  |                            |          |                                 |   |          |   |                                 |  |   |         
|Weighted average contractual
life remaining at year-end        |  |                            |          |                                 |   | 6.9 yrs. |   |                                 |  |   | 7.9 yrs.





F-10



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

Stock Warrants: The Company has warrants outstanding that expire on December 31, 2011 to purchase 125,000 shares of its Common Stock at $0.50 per share, subject to adjustment.

Preferred Stock: The Company has authorized 100,000 shares of $0.001 par value preferred stock, none of which are issued or outstanding at March 31, 2010. Voting powers, designations, preferences, and qualifications have not been set by the Board of Directors.

NOTE 6  INCOME TAXES

The reconciliation of income tax computed at the U.S. federal statutory tax rates to total income tax is as follows for the fiscal years ended March 31:

|                                             |  |      |          |      |   |          |  
|-------------------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                             |  | 2010 |          | 2009 |  
|Federal tax (benefit) at statutory rate, 34% |  | $    | (161,000 | )    | $ | (233,000 | )
|Change in valuation allowance                |  |      | 195,000  |      |   | 225,000  |  
|Texas margin tax                             |  |      | 3,000    |      |   | 3,666    |  
|Other items                                  |  |      | (34,000  | )    |   | 8,000    |  
|Income tax expense                           |  | $    | 3,000    |      | $ | 3,666    |  

Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and used for income tax purposes. Significant components of the Companys deferred tax assets and liabilities are as follows at March 31:

|                                   |  |      |          |      |   |          |  
|---------------------------------- |  | ---- | -------- | ---- | - | -------- | -
|                                   |  | 2010 |          | 2009 |  
|Deferred tax assets (liabilities): |  |      |          |      |   |          |  
|Net operating loss carryforward    |  | $    | 673,000  |      | $ | 480,000  |  
|Stock compensation expense         |  |      | 110,000  |      |   | 108,000  |  
|Total deferred tax assets          |  |      | 783,000  |      |   | 588,000  |  
|Less valuation allowance           |  |      | (783,000 | )    |   | (588,000 | )
|Net deferred tax asset recorded    |  | $    |         |      | $ |         |  



In assessing the reliability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of March 31, 2010 and 2009.

If applicable, the Company would recognize interest and penalties related to uncertain tax positions in interest expense.  As of March 31, 2010, the Company had no accrued interest or penalties.

As of March 31, 2010, the tax years ended March 31, 2006 through March 31, 2010 remain subject to examination by tax authorities.

The Companys tax net operating loss carryforward of approximately $1,980,000 (net benefit at 34% of $673,000) expires from 2026 to 2030.



F-11



---





TOOTIE PIE COMPANY, INC.

Notes to Audited Financial Statements

NOTE 7  EARNINGS (LOSS) PER SHARE

The following reconciles the components of the earnings (loss) per share (EPS) computation.



|                            |  |                            |          |                      |  |                   |  |   |       |  
|--------------------------- |  | -------------------------- | -------- | -------------------- |  | ----------------- |  | - | ----- | -
|                            |  | Income 
(Loss)
(Numerator) |          | Shares
(Denominator) |  | Per Share 
Amount | 
|                            |  |                            |          |                      |  |                   |  |   |       |  
|Period Ended March 31, 2010 |  |                            |          |                      |  |                   |  |   |       |  
|Basic EPS:                  |  |                            |          |                      |  |                   |  |   |       |  
|Net income (loss)           |  | $                          | (478,226 | )                    |  | 9,302,263         |  | $ | (0.05 | )
|Effect of dilutive options  |  |                            |         |                      |  |                  |  |   |      |  
|Dilutive EPS                |  | $                          | (478,226 | )                    |  | 9,302,263         |  | $ | (0.05 | )
|                            |  |                            |          |                      |  |                   |  |   |       |  
|Period Ended March 31, 2009 |  |                            |          |                      |  |                   |  |   |       |  
|Basic EPS:                  |  |                            |          |                      |  |                   |  |   |       |  
|Net income (loss)           |  | $                          | (687,815 | )                    |  | 9,008,119         |  | $ | (0.08 | )
|Effect of dilutive options  |  |                            |         |                      |  |                  |  |   |      |  
|Dilutive EPS                |  | $                          | (687,815 | )                    |  | 9,008,119         |  | $ | (0.08 | )



NOTE 8  COMMITMENTS

Operating Leases: The Company corporate office and bakery building lease expires in August 2010. The Company expects to renew this lease for another year at the same rate. The Company also has leases on its two Gourmet Cafés; one that expires in November, 2011 and the other which will expire in October, 2012. Rental expense was approximately $35,000 for the fiscal years ended March 31, 2010 and 2009. Future minimum annual lease payments are as follow:



|                      |  |             
|--------------------- |  | ------------
|Year Ending March 31, |  |             
|2011                  |  | $     62,000
|2012                  |  | 27,000      
|2013                  |  | 17,000      





F-12



---





ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A(T).

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management evaluated, with the participation of our Chief Executive Officer / Interim Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this annual report on Form 10-K. Based on that evaluation, our Chief Executive Officer / Interim Chief Financial Officer concluded that our disclosure controls and procedures as of March 31, 2010 are effective to ensure that information we are required to disclose in reports that we file or submit under the Exchange Act (i) are recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) are accumulated and communicated to our management, including our Chief Executive Officer / Interim Chief Financial Officer, as appropriate, to allow timely decisions regarding required reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management. Our disclosure controls and procedures include components of our internal control over financial reporting. Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Managements Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that:

1.

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect our transactions and dispositions of our assets;

2.

provide reasonable assurance that our transactions are recorded as necessary to permit preparation of our financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures of our Company are being made only in accordance with authorizations of our management and our directors; and

3.

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on our financial statements.

Internal control over financial reporting includes the controls themselves, monitoring and internal auditing practices and actions taken to correct deficiencies identified.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our Chief Executive Officer / Interim Chief Financial Officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of March 31, 2010. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal ControlIntegrated Framework. Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of March 31, 2010.



21



---





This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

Changes In Internal Control Over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the quarter ended March 31, 2010, that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 9B.

OTHER INFORMATION.

None.



22



---





PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The following table sets forth the name, age, positions, offices and biographies for the past five years as of March 31, 2010, of our executive officers and directors. Members of the board are elected and serve for three year terms or until their successors are elected and qualify. All of the officers serve at the pleasure of the Board of Directors.



|                      |  |     |  |                                                                            
|--------------------- |  | --- |  | ---------------------------------------------------------------------------
|Name                  |  | Age |  | Position                                                                   
|Don L. Merrill, Jr.   |  | 51  |  | President, Chief Executive and Interim Chief Financial Officer and Director
|DanGostylo            |  | 55  |  | Director                                                                   
|David P. Strolle, Jr. |  | 51  |  | Director and Secretary                                                     



BIOGRAPHIES OF EXECUTIVE OFFICERS AND DIRECTORS

Don L. Merrill, Jr. has been our Chief Executive Officer and a director since our inception in June 2005. Effective May 21, 2009, Mr. Merrill was appointed to serve as our Interim Chief Financial Officer.  Mr. Merrill has over twenty years experience in capital markets, where he began his career with Merrill Lynch in 1983. In May 1989, Mr. Merrill left Merrill Lynch and began consulting directly with primarily early stage companies until September 2005 when he joined our Company. Mr. Merrill has provided his expertise on a consulting basis to companies in many business sectors, including specialty retail, telecommunications, financial services, and high tech communications, for close to twenty years. Mr. Merrill has evaluated many young companies and provided his expertise in raising both public and private equity. Mr. Merrill holds a Bachelor Degree in Advertising from the University of Texas at Austin, Texas.

David P. Strolle, Jr. has served as a director on our Board since October 23, 2008 and currently serves as our general corporate counsel.  Mr. Strolle is a licensed attorney who has been engaged in the private practice of civil law with various firms for over twenty-four years with an emphasis on business litigation. Mr. Strolle currently represents several small to medium-sized Texas companies in an ex-officio general counsel role handling all legal issues for those companies. Mr. Strolle is a member in good standing of both the Texas and San Antonio Bar Associations and is licensed to practice in all state courts, the Federal Court of Claims and the federal courts in the Western and Southern Districts of Texas. Mr. Strolle has previously represented clients in complex business transactions including the purchase and sale of companies and the formation and dissolution of business entities. From February 2003 to June 2005, Mr. Strolle was a partner practicing law with Martin & Strolle, P.C.  Since July 2005, Mr. Strolle has been practicing law with the Law Offices of David P. Strolle, Jr., a sole proprietorship, with offices in San Antonio, Texas. Mr. Strolle holds a Bachelor of Business Administration from the University of Texas at Austin, Texas and a Doctor of Jurisprudence from the University of Houston Law Center.

Dan Gostylo has served as a director on our Board since June 16, 2009. Mr. Gostylo is a co-founder, principal and broker with Providence Commercial Real Estate Services in San Antonio, Texas. Prior to co-founding Providence Commercial in 1991, Mr. Gostylo was a commercial real estate investment broker with Coldwell Banker Commercial's office in San Antonio for seven years. As a licensed commercial real estate broker in the State of Texas, Mr. Gostylo has over 25 years experience in handling commercial real estate transactions, primarily office and industrial, by representing tenants, landlords, buyers and sellers in numerous complex negotiations. He is a past-president (2004) of CORFAC International, an affiliation of commercial brokerage firms from all across North and South America, and he continues to serve CORFAC as chairman of the Affiliation Development Committee. Mr. Gostylo is a graduate of Princeton University where he earned a bachelor's degree in chemical engineering in 1976.

Compliance with Section 16(a) of the Exchange Act

We do not have any securities registered under Section 12 of the Exchange Act, as amended. Accordingly, our directors, executive officers, and stockholders beneficially owning more than 10% of our common stock are not required to comply with the reporting requirements of Section 16(a) of the Exchange Act.



23



---





Code of Ethics

We have not adopted a written code of ethics. Our Company is a small start-up company and we have not had the resources to document in writing all of our policies. Our Board of Directors currently is in the process of reviewing a code of ethics policy that will apply to our Principal Executive Officer, Principal Financial and Accounting Officer, Board of Directors and to all of our staff. While we do not have a formal code of ethics in place, we believe that our Company follows an ethical code in practice.

Procedure for Nominating Directors

There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

The Board of Directors will consider candidates for director positions that are recommended by any of our stockholders. Any such recommendation for the 2010 Annual Meeting of Stockholders should be provided to our Chief Executive Officer. The recommended candidate should be submitted to us in writing addressed to 129 Industrial Drive, Boerne, Texas, 78006. The recommendation should include the following information: name of candidate; address, phone and fax number of candidate; a statement signed by the candidate certifying that the candidate wishes to be considered for nomination to our Board of Directors and stating why the candidate believes that he or she would be a valuable addition to our Board of Directors; a summary of the candidate's work experience for the prior five years and the number of shares of our stock beneficially owned by the candidate.

The Board will evaluate the recommended candidate and shall determine whether or not to proceed with the candidate in accordance with our procedures. We reserve the right to change our procedures at any time to comply with the requirements of applicable laws.

Committees of the Board of Directors

The Board of Directors has the responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The Board's primary responsibility is to oversee management of our Company and, in so doing, serve the best interests of our Company and our stockholders. Our full Board of Directors performs all of the functions normally designated to an audit committee, compensation committee and nominating committee.

Audit Committee and Audit Committee Financial Expert

The Board of Directors has not designated a separate audit committee and the functions of such committee are conducted by the entire Board, whose members are named above. We do not have an audit committee financial expert, as defined in Item 407(d)(5)(ii) of Regulation S-K. At the present time, we do not believe the services of a financial expert are warranted. We believe that each member of our Board is financially literate and possesses sufficient experience, both professionally and by virtue of his service on our Board, to be fully capable of discharging his duties as a member of our Board performing audit committee functions. However, none of the members of our Board has a professional background in accounting or preparing, auditing, analyzing or evaluating financial statements. If our Board determines that it requires additional financial expertise, it will either engage professional advisers or seek to recruit a member who would qualify as an audit committee financial expert.



24



---





ITEM 11.

EXECUTIVE COMPENSATION.

The following table presents the compensation information during the fiscal years ended March 31, 2010 and March 31, 2009 for our Principal Executive Officer and Principal Financial Officer. We refer to these executive officers as our named executive officers elsewhere in this annual report.

Summary Compensation Table for Fiscal Years Ended March 31, 2010 and 2009

|                                                                |  |                          |  |                |  |                            |  |              
|--------------------------------------------------------------- |  | ------------------------ |  | -------------- |  | -------------------------- |  | -------------
|Name and
Principal Position
(a)                                 |  | Year Ended
March 31,
(b) |  | Salary
($)
(c) |  | Options
Awards (1)
($)
(f) |  | Total
($)
(j)
|Don L. Merrill, Jr.(2)                                          |  | 2010                     |  | 99,604         |  | 0                          |  | 99,604       
|Principal Executive Officer and Interim Chief Financial Officer |  | 2009                     |  | 90,229         |  | 0                          |  | 90,229       
|                                                                |  |                          |  |                |  |                            |  |              
|David Patterson                                                 |  | 2010                     |  | 8,911          |  | 0                          |  | 8,911        
|Principal Financial Officer,
through May 21, 2009               |  | 2009                     |  | 75,958         |  | 0                          |  | 75,958       



(1)

The amounts in this column were valued at the amount recognized for financial reporting purposes for the fair value of stock options granted in accordance with Accounting Standards Codification Topic 718.

(2)

Included in the salary of Don L. Merrill, Jr. in 2010 was $800 in compensation for serving in his role on our Board of Directors.  Mr. Merrill was not compensated for serving on our Board of Directors in 2009.

NARRATIVE TO SUMMARY COMPENSATION TABLE

EMPLOYMENT AGREEMENTS OF EACH NAMED EXECUTIVE OFFICER

As of the date of this report, we do not have any written employment agreements with our current named executive officer. On January 27, 2010, our Board of Directors approved an annual base salary increase to $113,500, effective February 1, 2010, for Don L. Merrill, Jr., our President and Chief Executive Officer and Interim Treasurer and Chief Financial Officer.

Mr. Pattersons annual salary in fiscal 2010 was $50,000 until his resignation effective May 21, 2009. We paid no severance to Mr. Patterson. Outstanding stock options held by Mr. Patterson were forfeited on June 20, 2009.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table shows grants of options outstanding on March 31, 2010, the last day of our fiscal year, to each of the named executive officers named in the Summary Compensation Table.

Outstanding Equity Awards at Fiscal Year-End Table: March 31, 2010Option awards

|                    |  |                                                                     |  |                           |  |                       
|------------------- |  | ------------------------------------------------------------------- |  | ------------------------- |  | ----------------------
|Name                |  | Number of
securities
underlying
unexercised
options
(#)
exercisable |  | Option exercise
price
($) |  | Option expiration
date
|Don L. Merrill, Jr. |  | 50,000                                                              |  | $0.12                     |  | 12/31/15              
|Don L. Merrill, Jr. |  | 150,000                                                             |  | $0.40                     |  | 3/22/17               
|Don L. Merrill, Jr. |  | 75,000                                                              |  | $0.90                     |  | 1/14/18               

All outstanding stock options are exercisable at March 31, 2010.



25



---





NARRATIVE TO OUTSTANDING EQUITY AWARDS TABLE

Retirement Benefits

We do not have any qualified or non-qualified defined benefit plans.

Nonqualified Deferred Compensation

We do not have any non-qualified defined contribution plans or other deferred compensation plans.

Potential Payments Upon Termination or Change of Control

We do not have any contracts, agreements, plans or arrangements that provide for payment(s) to a named executive officer at, following, or in connection with the resignation, retirement or termination of a named executive officer, or a change in control of our Company or a change in the named executive officers responsibilities following a change in control, with respect to each named executive officer.

DIRECTOR COMPENSATION

The following table sets forth a summary of the compensation earned by our directors and/or paid to certain of our directors pursuant to certain agreements we have with them during the fiscal year ended March 31, 2010.

March 31, 2010 Director Compensation Table



|                          |  |                                     |  |              
|------------------------- |  | ----------------------------------- |  | -------------
|Name
(a)                  |  | Fees earned
or paid in cash
($)
(b) |  | Total
($)
(h)
|Don Merrill, Jr.          |  | 800                                 |  | 800          
|David P. Strolle, Jr. (1) |  | 800                                 |  | 800          
|Dan Gostylo (2)           |  | 600                                 |  | 600          

(1)

Mr. Strolle was appointed to serve on our Board of Directors on October 23, 2008.

(2)

Mr. Gostylo was appointed to serve on our Board of Directors on June 16, 2009.

NARRATIVE TO DIRECTOR COMPENSATION TABLE

During the fiscal year ended March 31, 2010, we paid $200 cash compensation to our non-employee directors for their services on our Board of Directors for each Board meeting attended in person.



26



---





ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth certain information concerning the beneficial ownership of our common stock as of June 19, 2010, by each person known by us to (i) beneficially own more than 5% of our common stock, and by each of our (ii) directors, (iii) each of our named executive officers at the end of our most recently completed fiscal year, and (iv) all directors and officers as a group.

|                                                        |  |                                  |  |                     
|------------------------------------------------------- |  | -------------------------------- |  | --------------------
|Name and Address of Beneficial Owner (1)                |  | Common
Shares
Beneficially
Owned |  | Percent of
Class (2)
|                                                        |  |                                  |  |                     
|Don L. Merrill, Jr. (3)                                 |  | 1,000,000                        |  | 9.8%                
|David P. Strolle, Jr.                                   |  | 398,000                          |  | 4.0%                
|Dan Gostylo                                             |  | 184,760                          |  | 1.8%                
|                                                        |  |                                  |  |                     
|Directors and executive officers as a group (3 persons) |  | 1,582,760                        |  | 15.5%               

(1)

Unless indicated otherwise, the address of all beneficial owners is c/o Tootie Pie Company, Inc., 129 Industrial Dr., Boerne, TX 78006.

(2)

For purposes of this table beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, pursuant to which a person or group of persons is deemed to have beneficial ownership of any common shares that such person or group has the right to acquire within 60 days after June 19, 2010. For purposes of computing the percentage of outstanding common shares held by each person or group of persons named above, any shares that such person or group has the right to acquire within 60 days after June 19, 2010 are deemed outstanding but are not deemed to be outstanding for purposes of computing the percentage ownership of any other person or group. Percentage calculations are based on 9,912,462 shares issued and outstanding on June 19, 2010.

(3)

Mr. Merrills beneficial ownership is comprised of 600,000 common shares owned outright. Additionally attributable to Mr. Merrill are 50,000 shares of common stock held by the Merrill Family Trust, 25,000 shares of common stock held in the Madeline Merrill Trust, 25,000 shares of common stock held in the Matthew Merrill Trust and 25,000 shares of common stock held in the Emily Merrill Trust. Joan Bradshaw is the trustee of these trusts and has voting and dispositive control over the shares. Mr. Merrill also owns options to purchase 275,000 shares of common stock.

Securities Authorized for Issuance under Equity Compensation Plans

As of March 31, 2010, our equity securities authorized for issuance, aggregated, are as follows:

Equity Compensation Plan Information

|                                                           |  |                                                                                                 |  |                                                                                 |  |                                                                                                                             |    
|---------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------- | ---
|                                                           |  | Number of securities
to be issued upon
exercise of outstanding
options, warrants
and rights
(a) |  | Weighted-average
exercise price of
outstanding options,
warrants and rights
(b) |  | Number of securities
remaining available
under equity
compensation plans
(excluding securities
reflected in column (a))
(c)
|Equity compensation plans approved by
security holders     |  | -0-                                                                                             |  | -0-                                                                             |  | -0-                                                                                                                         |    
|Equity compensation plans not approved by security holders |  | 411,000                                                                                         |  | $    0.48                                                                       |  | 146,338                                                                                                                     | (1)
|Total                                                      |  | 411,000                                                                                         |  | $     0.48                                                                      |  | 146,338                                                                                                                     |    



(1)

The Tootie Pie Company, Inc. 2008 Stock Option and Incentive Plan allows for the issuance of up to 500,000 shares of common stock or shares underlying common stock options. This number includes 146,338 shares available for issuance under this Plan.



27



---





Tootie Pie Company, Inc. 2008 Stock Option and Incentive Plan

On January 14, 2008, our Board of Directors approved the Tootie Pie Company, Inc. Stock Option and Incentive Plan, or the Plan. Prior to adoption of the Plan, our Board issued equity securities on December 31, 2005 and March 22, 2007 as compensation to certain employees. Subsequent to the adoption of the Plan, equity securities issued as compensation as of June 19, 2010 have been issued pursuant to the Plan.

The purpose of the Plan is to encourage and enable our officers, directors, employees and other key persons to acquire a proprietary interest in our Company. We anticipate that by providing such persons with a direct stake in the welfare of our Company, we will assure a closer identification of their interests with those of our Company and our stockholders, thereby motivating their efforts on our behalf and strengthening their desire to remain with our Company.

We may issue up to 500,000 shares of common stock under the Plan. These shares may be issued in the form of unrestricted common stock awards, non-qualified stock options or stock options with restrictions or conditions as determined at the discretion of our Board of Directors. These conditions may be based on continuing employment, or other service relationship, and/or achievement of pre-established performance goals and objectives. No grants of stock options or other awards under the Plan may be made after January 14, 2018.

Individual Compensation Arrangements

On December 31, 2005, our Board of Directors approved bonuses in the form of fully-vested stock options, effective December 31, 2005, to certain individuals. The following table summarizes the stock options granted to these individuals:



|                                                 |  |          |  |                 |  |                                
|------------------------------------------------ |  | -------- |  | --------------- |  | -------------------------------
|Aggregate Common Shares Underlying Stock Options |  | Term     |  | Exercise Price  |  | Type of Stock Underlying Option
|200,000                                          |  | 10 years |  | $0.12 per share |  | Unregistered common stock      

On March 22, 2007, our Board of Directors approved bonuses in the form of fully-vested stock options, effective March 22, 2007, to certain individuals. The following table summarizes the stock options granted to these individuals:

|                                                 |  |          |  |                 |  |                                
|------------------------------------------------ |  | -------- |  | --------------- |  | -------------------------------
|Aggregate Common Shares Underlying Stock Options |  | Term     |  | Exercise Price  |  | Type of Stock Underlying Option
|290,000                                          |  | 10 years |  | $0.40 per share |  | Unregistered common stock      

On March 31, 2008, our Board of Directors approved bonuses in the form of fully-vested stock options, effective March 31, 2008, to certain individuals. The following table summarizes the stock options granted to these individuals:

|                                                 |  |          |  |                 |  |                                
|------------------------------------------------ |  | -------- |  | --------------- |  | -------------------------------
|Aggregate Common Shares Underlying Stock Options |  | Term     |  | Exercise Price  |  | Type of Stock Underlying Option
|221,000                                          |  | 10 years |  | $0.90 per share |  | Registered common stock        



ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Certain Relationships and Related Transactions

David P. Strolle, Jr., a member of our Board of Directors, also serves as our general corporate counsel and we compensate him for his services in that capacity. During the fiscal year ended March 31, 2010, we paid Mr. Strolle a total of $17,936 for these services.

Director Independence

As of March 31, 2010, Don L. Merrill, Jr., David P. Strolle, Jr. and Dan Gostylo served as our directors. David P. Strolle, Jr. and Dan Gostylo both qualify as "independent" in accordance with rule 4200(a)(15) of the NASDAQ Marketplace Rules. We are currently traded on the Over-the-Counter Bulletin Board, or OTCBB. The OTCBB does not require that a majority of the Board be independent.



28



---





ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

Akin, Doherty, Klein & Feuge, P.C., or Akin, audited our financial statements for the fiscal years ended March 31, 2010 and 2009.

Fees related to services performed by Akin in the years ended March 31, 2010 and March 31, 2009 were as follows:

|                   |  |      |        |      |   |       
|------------------ |  | ---- | ------ | ---- | - | ------
|                   |  | 2010 |        | 2009
|Audit Fees (1)     |  | $    | 43,000 |      | $ | 41,000
|Audit-Related Fees |  |      | 0      |      |   | 0     
|Tax Fees (2)       |  |      | 3,600  |      |   | 3,000 
|All Other Fees     |  |      | 2,800  |      |   | 0     
|Total              |  | $    | 49,400 |      | $ | 44,000



(1)

Audit fees represent services provided in connection with the fiscal year audit of our financial statements and review of our quarterly financial statements, notwithstanding when the fees were billed or when the service was rendered.

(2)

Tax fees principally included tax advice, tax planning and tax return preparation for services billed from April through March of the fiscal year.

The Board of Directors has reviewed and discussed with our management and independent auditor our audited financial statements contained in this Annual Report on Form 10-K for our fiscal year ended March 31, 2010. The Board has also discussed with the independent auditor the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards, AU Section 380), which include, among other items, matters related to the conduct of the audit of our financial statements.

The Board has received and reviewed the written disclosures and the letter from the independent auditor required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with our independent auditor its independence from our Company.

The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor independence.

Based on the review and discussions referred to above, the Board approved the inclusion of the audited financial statements in our annual report on Form 10-K for the fiscal year ended March 31, 2010, for filing with the Securities and Exchange Commission.

Pre-Approval Policies

The Boards policy is to pre-approve all audit services and all non-audit services before they commence, including the fees and terms thereof, to be provided by our independent auditor; provided, however, pre-approval requirements for non-audit services are not required if all such services (1) do not aggregate to more than five percent of total revenues paid by our Company to the accountant in the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3) are promptly brought to the attention of the Board and approved prior to the completion of the audit.

The Board approved all fees described above.



29



---





PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

(a)(1) Financial Statements.

The following documents are filed in Part II, Item 8 of this Annual Report on Form 10-K:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of March 31, 2010 and 2009

Statements of Operations for the years ended March 31, 2010 and 2009

Statements of Changes in Stockholders Equity for the years ended March 31, 2010 and 2009

Statements of Cash Flows for the years ended March 31, 2010 and 2009

Notes to Audited Financial Statements

(a)(2) Financial Statement Schedules.

All financial statement schedules have been omitted as they are not required, not applicable, or the required information is otherwise included.

(a)(3) Exhibits.

The exhibits listed below are filed as part of or incorporated by reference in this report.

|        |  |                                                                                                                                                                                                                                    
|------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                        
|        |  |                                                                                                                                                                                                                                    
|3.1     |  | Articles of Incorporation (included as Exhibit 3.1 to the Form SB-2 filed July 11, 2006 and incorporated herein by reference).                                                                                                     
|        |  |                                                                                                                                                                                                                                    
|3.2     |  | Bylaws (included as Exhibit 3.2 to the Form SB-2 filed July 11, 2006 and incorporated herein by reference).                                                                                                                        
|        |  |                                                                                                                                                                                                                                    
|4.1     |  | Corrected Form A Warrant (included as Exhibit 4.1 to the Form SB-2/A filed August 24, 2006 and incorporated herein by reference).                                                                                                  
|        |  |                                                                                                                                                                                                                                    
|4.2     |  | Corrected Form B Warrant (included as Exhibit 4.2 to the Form SB-2/A filed August 24, 2006 and incorporated herein by reference).                                                                                                  
|        |  |                                                                                                                                                                                                                                    
|10.1    |  | Commercial Lease between the Company and Jim and Betty Wade, dated July 18, 2005 (included as Exhibit 10.1 to the Form SB-2 filed July 11, 2006 and incorporated herein by reference).                                             
|        |  |                                                                                                                                                                                                                                    
|10.2    |  | Web Services Agreement between the Company and Wes Wilson, dated September 9, 2005 (included as Exhibit 10.2 to the Form SB-2 filed July 11, 2006 and incorporated herein by reference).                                           
|        |  |                                                                                                                                                                                                                                    
|10.3    |  | Vendor Agreement between the Company and U.S. Food Service, Inc., dated July 19, 2006 (included as Exhibit 10.3 to the Form SB-2/A filed October 18, 2006 and incorporated herein by reference).                                   
|        |  |                                                                                                                                                                                                                                    
|10.4    |  | Hold Harmless Agreement and Guaranty/Warranty of Product between the Company and Sysco Corporation, dated August 9, 2006 (included as Exhibit 10.4 to the Form SB-2/A filed October 18, 2006 and incorporated herein by reference).
|        |  |                                                                                                                                                                                                                                    
|10.5    |  | Non-Compete Agreement between the Company and Bobbie Keese, dated September 9, 2005 (included as Exhibit 10.5 to the Form SB-2/A filed October 18, 2006 and incorporated herein by reference).                                     
|        |  |                                                                                                                                                                                                                                    
|10.6    |  | Non-Compete Agreement between the Company and Ruby Lorraine Tootie Feagan, dated September 9, 2005 (included as Exhibit 10.6 to the Form SB-2/A filed October 18, 2006 and incorporated herein by reference).                    
|        |  |                                                                                                                                                                                                                                    
|10.7    |  | Final Agreement between the Company and Ruby Lorraine Tootie Feagan dated November 6, 2006 (included as Exhibit 10.7 to the Form SB-2/A filed November 9, 2006 and incorporated herein by reference).                            
|        |  |                                                                                                                                                                                                                                    



30



---







|      |  |                                                                                                                                                                                                                        
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.8  |  | Full Service Broker Agreement between the Company and Hanks Brokerage Company dated November 7, 2006 (included as Exhibit 10.8 to the Form SB-2/A filed November 9, 2006 and incorporated herein by reference).        
|      |  |                                                                                                                                                                                                                        
|10.9  |  | Stock Option Agreement between the Company and Don Merrill, dated March 22, 2007 (included as Exhibit 10.1 to the Form 8-K filed March 28, 2007 and incorporated herein by reference).                                 
|      |  |                                                                                                                                                                                                                        
|10.10 |  | Stock Option Agreement between the Company and David Patterson, dated March 22, 2007 (included as Exhibit 10.2 to the Form 8-K filed March 28, 2007 and incorporated herein by reference).                             
|      |  |                                                                                                                                                                                                                        
|10.11 |  | Tootie Pie Company, Inc. 2008 Stock Option and Incentive Plan, dated January 14, 2008 (included as Exhibit 10.1 to the Registration Statement on Form S-8 filed January 22, 2008 and incorporated herein by reference).
|      |  |                                                                                                                                                                                                                        
|23.1  |  | Consent of Independent Registered Public Accounting Firm (filed herewith).                                                                                                                                             
|      |  |                                                                                                                                                                                                                        
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                                               
|      |  |                                                                                                                                                                                                                        
|32.1  |  | Certification of Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).                                                                    



31



---





SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |                          |                                                                                                                 
|------------------ |  | ------------------------ | ----------------------------------------------------------------------------------------------------------------
|                   |  | Tootie Pie Company, Inc.
|                   |  |                          |                                                                                                                 
|Date: July 1, 2010 |  | By:                      | /s/ Don L. Merrill, Jr.                                                                                         
|                   |  |                          | Don L Merrill, Jr.                                                                                              
|                   |  |                          | Chairman of the Board, Chief Executive Officer, Interim Chief Financial Officer and Principal Accounting Officer
|                   |  |                          |                                                                                                                 



Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been duly signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|                   |  |     |                                                                                                                 
|------------------ |  | --- | ----------------------------------------------------------------------------------------------------------------
|Date: July 1, 2010 |  | By: | /s/ Don L. Merrill, Jr.                                                                                         
|                   |  |     | Don L. Merrill, Jr.                                                                                             
|                   |  |     | Chairman of the Board, Chief Executive Officer, Interim Chief Financial Officer and Principal Accounting Officer
|                   |  |     |                                                                                                                 
|Date: July 1, 2010 |  | By: | /s/ Dan Gostylo                                                                                                 
|                   |  |     | Dan Gostylo                                                                                                     
|                   |  |     | Director                                                                                                        
|                   |  |     |                                                                                                                 
|Date: July 1, 2010 |  | By: | /s/ David P. Strolle, Jr.                                                                                       
|                   |  |     | David P. Strolle, Jr.                                                                                           
|                   |  |     | Director                                                                                                        







32