Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Overview

We make proper tasty meals in transparent pouches so you can see the good stuff - ready in 90-seconds, microwave safe, BPA-free and just $6.99 - $7.99. Shipped direct to your door as you fancy or via subscription. All 0g added sugar, made with Bone Broth, Turmeric, Coconut and other functional ingredients, free from anything artificial.

Proper Good is starting with soup, but we have other items up our sleeves (top secret) to ensure we grow into an umbrella brand using this packaging format and distribution channel. Think Proper Good Soup as just the beginning... we will continue to focus on quality ingredients, strong nutritional qualities  and ambient shipping with flexible transparent packaging as we go beyond soup. We are focusing on Direct-to-Consumer (DTC) for year 1, and then will then expand to select retail and grocery.

Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.

Milestones

Proper Good Inc was incorporated in the State of Delaware in December 2019.  To date, the company has been financed with $160,000 of convertible notes.

Since then, we have:

• Credible team with significant prior experience in the space as founders & CEOs, worked together for years, top tier education with Stanford MBA, and Consumer Goods expert advisors on-board.
• Direct-to-Consumer (DTC) allows us to fully control the customer experience while being nimble, acting quickly, and building a community of customers and investors. With our flexible and lightweight packaging we can profitably ship soups all over the country.
• This space is ripe for disruption - we're bringing a new pack format, a fresh brand style, opening a new distribution channel and bringing nutritional quality and great ingredients to this sleepy large category.
• Very lean business model - low minimum production quantities, short lead times, high margins, great capital efficient supplier terms, and truly differentiated products.

Historical Results of Operations

Our company was organized in December 2019 and has limited operations upon which prospective investors may base an evaluation of its performance.

• Revenues & Gross Margin. For the period ended December 17, 2019, the Company had revenues of $0.
• Assets. As of December 17, 2019, the Company had total assets of $50, including $50 in cash.
• Net Income. The Company has had net income of $0 for 2019.
• Liabilities. The Company's liabilities totaled $0 for 2019.

Liquidity & Capital Resources

After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 9 months before we need to raise further capital.

We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.

We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 9 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.

Runway & Short/Mid Term Expenses

Proper Good Inc cash in hand is $0, as of December 2019. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $0/month, for an average burn rate of $0 per month. Our intent is to be profitable in 12 months.

As a pre-revenue brand launching to market in the near future, our financial position is about to rapidly change as we bring in investment funds and initiate production and begin shipping finished goods to consumers. We need a minimum of $100k to get our first product to market.  We hope to begin generating revenues in February 2020, and hope to have revenues of approximately $80k within 6 months of product launch and operating expenses of $60k (although we cannot guarantee it).

We are simultaneously raising a financing round from accredited investors via a convertible note, with the same valuation cap and discount as the WeFunder CrowdSAFE. We expect to bring in upwards of $500,000 via this convertible note. We are looking to launch to market in Q1 and hence sales will begin at that time.