Delicious Gourmet Popcorn. Top New Flavor Red Velvet! Your order ships FREE! Use Coupon Code AUTUMN Expires 10/31/17

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Delicious Gourmet Popcorn Top New Flavor Red Velvet! Your FREE! Use Coupon Code AUTUMN Expires 10/31/17

Behold the cone. 16 gourmet flavors. Bring em on! Dear Friends, Many years ago, my designer friend Richy Altuna handed me a fanciful sketch of a cone-shaped package, cinched together at the top, and tied with a bow. It was one of those aha moments, and we both knew he Almond Caramel Hearty, roasted California almonds and luscious, buttery caramel! A crisp, crunchy delight, chock-full of sweet nutty goodness! Almond Toffee Crunchy clusters of buttery, toffeedrenched popcorn and toasted whole almonds a tantalizing and addictive decadence. Caramel Corn Soul satisfying, melt-in--mouth caramel slathered onto crunchy-crispy popcorn our secret recipe is pure caramel corn genius! Caramel & Cheddar This classic Chicago street vendor combination brings buttery golden caramel corn and zesty cheddar popcorn together in magnificent sweet-savory harmony. was on to something good. The Popcornopolis Cone would later become the memorable package for our delicious caramel corn as fun to enjoy as it is to share. Nowadays, we cone up 16 fresh and delicious flavors of gourmet popcorn in a variety of sizes. According to our customers, one of the best ways to enjoy Popcornopolis bounty is to build own assortment of flavors, mixing new discoveries with old favorites. It s easy too: just visit popcornopolis.com and click Cheddar Cheese Genuine cheddar teamed up with crispy, fresh popcorn savory, satisfying and splendid with a cold beverage. A home run for sports-loving snackers! Cinnamon Bun Rise and shine! Mouthwatering, cinnamon bun nibbles packed with sweet, spicy goodness that s perfect anytime! Cinnamon Toast Scrumptious home-style flavor! Spicy-sweet cinnamon, pure cane sugar and creamery-fresh butter atop crispy popcorn pillows! Cupcake Freshly popped corn topped with creamy vanilla icing and colorful rainbow sprinkles a gluten-free cupcake party in every mouthful! Build an Assortment to start the fun. This time of year, you can also build custom-assorted gift baskets and popcorn party tins as well. Enjoy! Warm regards and thanks, Wally Arnold Mayor, Popcornopolis PS: Through October 31, 2017 enjoy FREE SHIPPING on any online with coupon code AUTUMN Jalapeño Cheddar Fire up any celebration with this bold combination of spicy jalapeño, rich cheddar cheese and fluffy freshpopped kernels! Kettle Corn Delicate morsels of sweet-salty perfection crafted with pure cane sugar, the perfect measure of salt and a kettle full of love. Lemon Heaven This crispy, sweet-tart delight will make hungry mouth water and joyful heart sing. A gluten-free bite of glazed lemon bar in every tangy morsel! Peanut Butter Cup Creamy peanut butter and lush confectioner s chocolate yummy! Add crunchy caramel corn and it s an irresistible treat. 100% Satisfaction Guaranteed! Pecan Caramel Georgia Pecans paired with buttery, golden caramel corn a luscious praline-style indulgence with irresistible popcorn crunch. Red Velvet Inspired by one of the best cakes of all time, this stunning popcorn swells with cocoa flavor and drizzles of tangy cream cheese frosting. White Cheddar Smile and say cheese! White cheddar bursting with zesty flavor the perfect savory partner for farm-fresh gourmet popcorn! Zebra Popcorn Consumed by obsession! Luscious stripes of dark and white confectioner s chocolate, whirled over crunchy caramel corn! A Family-Owned Company 3

Create own! 100% Satisfaction Guaranteed! You choose the size. You choose the flavors. Over the years, we ve learned that our customers LOVE variety. So we ve made it easier than ever to create own custom flavor assortments. It s a lot of fun to mix and match new flavors with old favorites! Variety is the spice of life, and we ve got you covered! Just visit popcornopolis.com and click Build an Assortment to create YOUR masterpiece! Regular 17 tall; contains 6 cups Jumbo 21 tall; contains 11-12 cups HHHHH Absolutely the best! The Cheddar is top notch. Caramel Corn is better than any I ve ever had. Trying Peanut Butter for the first time, and IT is great too! Janice, May 25 Create own popcorn party tins. Choose any three of the 16 gourmet popcorn flavors shown on page 3, and we ll handpack them into our festive Popcornopolis tin. Perfect for parties and other gatherings, the resealable 2-gallon tin holds 38 cups of popcorn, and will satisfy 20 or more. For even larger crowds, choose our 3.5-gallon tin, which holds 56 cups of popcorn, and will thrill 35 or more people. Price varies depending on flavors selected online. Seasonal and occasional designs also available online. 2-Gallon Party Tins from $43.99 #119900 (shown with Caramel Corn, Kettle Corn and Zebra Popcorn)$15 3.5-Gallon Party Tins from $54.99 #129900 (not shown) Create own gift baskets. This is the quintessential Popcornopolis gift always popular, and always well received. Choose the flavors they love best, and we ll hand-assemble a beautiful basket, complete with celophane wrapping and a bow. Available in three sizes, each containing our regular-size cones: 5-cone, 7-cone, and 12-cone. Prices vary depending on flavors selected online. 5-Cone Gift Baskets from $39.99 #149900 (shown above) 7-Cone Gift Baskets from $53.99 #284712 (shown on page 16) 12-Cone Gift Baskets from $85.99 #213712 Build a regular or jumbo cone assortment. Choose 6, 12, 18 or 24 regular cones of Popcornopolis favorites. Each cone is 17 tall and holds about 6 cups of popcorn. Jumbo cones are even larger, containing about 11-12 cups of popcorn and are 21 tall. Visit popcornopolis.com and click Build an Assortment to begin creating masterpiece! (price and net weight vary depending on flavors selected) 6 Regular Cones: from $38.46 4 Jumbo Cones: from $40.72 12 Regular Cones: SAVE $10 8 Jumbo Cones: SAVE $10 18 Regular Cones: SAVE $15 12 Jumbo Cones: SAVE $15 24 Regular Cones: SAVE $20 4 5 5

ROBUST AND REAL Cheddar Cheese HHHHH The cheddar flavor is amazing. Each bite has a ton of flavor! You won't be disappointed! Ashley, April 25 Add Cheddar Cheese to assortment. Consistently one of our top customer favorites, Popcornopolis Cheddar Cheese is more than a flavor it s an experience! Rich, robust and highly satisfying, it s definitely a treat worth sharing (or not that's up to you). We use only real cheddar cheese and American grown, non-gmo popcorn. You ll taste the difference for sure! Add a cone or two of Cheddar Cheese to custom assortment by visiting popcornopolis.com and choosing Build an Assortment, or selecting from our many Popcorn Gift Baskets and Party Tins. Or, for an all-cheddar treat, visit popcornopolis.com and choose Cheddar Cheese under Featured Flavors. Regular 17 tall; contains 6 cups Jumbo 21 tall; contains 11-12 cups 6 7

THE ONE AND ONLY Zebra HHHHH Zebra popcorn summed up in one word. INCREDIBLE! There s nothing like it anywhere. MB, January 2 With 40 mini cones on hand, you re ready for anything! Popcornopolis Mini Cones are our convenient snack size package perfect for school lunches and afternoon snacks. They also make welcome appreciation gifts, and are great for pantry or office breakroom. Sold 40 mini cones to a case. Available in Zebra, Caramel, Cheddar, Kettle, Cinnamon Toast, or in a mixed case including eight cones of each flavor. Keep a case in pantry and you ll be ready for anything! (Also see back cover) Case of 40 Mini Cones #240600 $64.99 to $79.99 depending on flavor chosen Happiness by the case. Save $20 on 24 Regular Cones. One reviewer referred to our Zebra Popcorn as The Prada of Popcorn and we couldn't agree more. With two kinds of confectioner s chocolate artfully drizzled atop our amazing caramel popcorn, you might want to get SEVERAL cases. Of course, we ll also pack you a 24-cone case of ANY of our flavors. Whichever you choose, we ll take $20 off the per-cone price. Case of 24 Regular Cones #080600 $133.84 to $181.84 depending on flavor chosen SAVE $20! Here s another case for gift giving a very BIG case. Save $15! Save $15 when you buy a case of 12 Jumbo Cones. Mind you, these are the collosal twenty-one inchers that are sure to impress even the most jaded gift recipients. Choose world-famous Zebra Popcorn, or mix and match any of our 16 flavors for a case of monumental proportions. Your satisfaction is 100% guaranteed. Case of 12 Jumbo Cones #090600 $107.16 to $137.16 depending on flavor chosen SAVE $15! 8 9

MOUTHWATERING CRUNCH Caramel Corn HHHHH This is absolutely the best popcorn I ve ever eaten, Cheddar Cheese Caramel Corn and most certainly the pinnacle of popcorns on the market! Zebra Popcorn Mrs. G, Dec 25 Caramel Corn gets the party started! Whichever flavors you choose for Autumn Party Tin, just know that it was our Caramel that got the whole thing started. When we set out to create the world s best caramel corn, we knew it had to have a rich, robust, buttery crunch that doesn t stick in teeth, and we didn t quit until we got there. Our 2-gallon party tin commemorates the changing colors of Autumn, and is a great way to celebrate with up to THREE Popcornopolis flavors. Terrific for the office break room, club meetings and football parties. And, keep one in the pantry for delicious snacking for the whole family! Tin is resealable and reusable. Serves 20 or more. Autumn Leaves 2-Gallon Tin (shown above with Caramel, Cheddar and Zebra Popcorns, or create own assortment of up to three favorites) #119909 from $43.99 Additional tin themes available online. 10 11

MADE THE WAY IT OUGHTA BE Nearly Naked 33 Calories Per Cup ALL Natural Pure Coconut Oil Nearly Naked is the snack the whole family agrees on! Tuesday is family night. It s when you put away the cell phones and come together to remember how good it feels to spend time with one another. You may disagree over which movie to watch, but you ll ALL agree that our Nearly Naked popcorn is the ideal accompaniment. We pop American grown, non-gmo corn kernels in coconut oil and salt them oh so perfectly. Every bite delivers sublime crunch. At 33 calories per cup, it s the anytime snack to keep everybody satisfied and happy. Shhh...the movie is starting. Available in 2- and 3.5-gallon party tins, 4.5 oz or 12 oz bags, or 0.55 oz single serving snack bags. 2-gallon party tin 12 oz bag 2-Gallon Tin #110500 $19.99 3.5-Gallon Tin #120500 $29.99 (not shown) Pantry Case (Ten 4.5 oz bags; not shown) #360500 $24.99 Double Tin Refill Case (Five 12 oz bags) #130500 $29.99 Snack Bags (Case of 48 snack bags) #470500 $29.99 33 Calories Per Cup ALL Natural Pure Coconut Oil 0.55 oz snack bag 12 13

Make someone s day. The Popcornopolis 5-cone gift basket. Unbeatable. Between football practice, band lessons and book reports, the year can fly by without remembering to thank the wonderful teachers and coaches that help our kids thrive. Surprise them with a 5-Cone Basket of our irresistible popcorn featuring Caramel Corn, Kettle Corn, Cheddar Cheese, Cinnamon Toast and Zebra Popcorn. Or personalize gift with a selection of their favorite flavors. These make convenient, delectable gifts for birthdays, anniversaries, weddings, holidays or any time you want to let someone know how much you care. Autumn Leaves 5-Cone Gift Basket #149909 from $39.99 (See pages 5 and 15 for our classic red-stripe theme. Additional themes available online. Also see our larger gift baskets on page 16.) 14 15

Impressive? Well, yeah. Our largest gift baskets are a delight to give, and awesome to receive! It s good to be generous, and these larger gift baskets are impressive displays of generosity! Choose seven or twelve Popcornopolis flavors and we ll hand-pack, wrap them and tie customized basket with a bow! Seasonal and occasional basket designs are also available. No matter which one you choose, gift is sure to impress we GUARANTEE IT! 7-Cone Gift Basket #284712 from $53.99 (shown right) 12-Cone Gift Basket #213712 from $85.99 (not shown) (Prices vary depending on flavors selected. See page 5 and 14 for our 5-Cone Gift Basket) Fundraising: $11 million and counting! 100% Satisfaction Guaranteed! Popcornopolis has helped thousands of schools raise millions of dollars. Let us help s too! FREE SAMPLE KIT! With the start of another school year, comes this fantastic opportunity to shatter all previous fundraising records! Popcornopolis offers a fun and easy way to raise money for cause (and nothing is more fun to sell than our irresistible popcorn)! We ll provide all the materials you need to get going, as well as this generous FREE SAMPLE KIT to get team excited! In our unique system, you ll sell our six best-selling flavors, and keep 50% profit! Our goal is to help you raise as much money as you need, as quickly as possible. As the photo above shows, one excited organization raised over $33,000 in just three weeks! Apply for our Fall Program by 10/27/17. Call or click today! 16 Profit 50% Retention 1.844.386.3767 popcornopolis.com/fundraising Schools and non-profits: Call now and request a Free Sample Kit 17 17 17

NEWEST FAVORITE Red Velvet Packed to. May we suggest Red Velvet? Although we designed our party tins to give folks a chance to mix-and-match three of their favorites, with a flavor this irresistible, we d understand if you want us to fill the whole tin with Red Velvet (see above) and it s NO PROBLEM! With the classic taste of its namesake dessert with rich cocoa flavor and generous cream cheese drizzle it ll be hard to keep the lid on this one. More please! Each 2-gallon tin contains 38 cups of gourmet popcorn. For larger crowds, we also offer a 3.5-gallon tin which holds 56 cups. Create Your Own 3-Way 2-Gallon Popcorn Tin #119900 starting at $43.99 (shown above, price varies depending on flavors chosen) Create Your Own 3-Way 3.5-Gallon Popcorn Tin #129900 starting at $54.99 (not shown, price varies depending on flavors chosen) 18 19

Small gifts, big smiles. Birthday #293913 Wedding #293921 Stars-and-Stripes #293918 Halloween #293910 It doesn t take a lot to really make a difference in someone s day. At about $10 apiece, these mini gift baskets are just the right size for thank you gifts (teachers, delivery drivers, gardeners...) and a lovely way to introduce friends to Popcornopolis gourmet popcorn! Each mini cone contains a generous snack-sized portion, and each basket includes five customer favorites: Caramel, Zebra Popcorn, Kettle Corn, Cheddar Cheese and Cinnamon Toast. Sold six or twelve baskets per case so you start spreading those smiles. 6 Classic Mini Gift Baskets #293900 $64.99 12 Classic Mini Gift Baskets #393900 $119.99 (Additional themes shown right and available online.) 20 21

RICH AND AUTHENTIC Cinnamon Toast HHHHH Love this flavor. It tastes just like buttery cinnamon toast. It takes me back to Saturday morning cartoons and breakfast with my folks. Mikie in CA, May 26 Add delicious Cinnamon Toast popcorn to YOUR jumbo cone assortment. One of our most popular assortment sizes, Four Jumbo Cones gives you a generous amount of absolute favorites (and who doesn't want that?). If you haven t tried our Cinnamon Toast popcorn, we recommend adding a cone to the mix it s prized by many for its nostalgic buttery flavor. Each jumbo cone is 21 tall and contains 11-12 cups of our taste-tempting gourmet popcorn. Just visit popcornopolis.com, choose "Build an Assortment and select favorites from the 16 varieties shown on page 3. As with ALL Popcornopolis products, satisfaction is 100% guaranteed! 4 Jumbo Cones from $40.72 (price varies depending on flavors selected) 8 Jumbo Cones SAVE $10 12 Jumbo Cones SAVE $15 Cinnamon Toast Cheddar Cheese Red Velvet Zebra 22 23

3200 E. Slauson Avenue, Vernon, CA 90058 Scan this QR code to shop from our mobile site. 1.800.767.2489 Popcornopolis.com 0g Trans Fat Pure Coconut Oil No High Fructose Corn Syrup GMO Free Corn Delicious snacks when they need em! Popcornopolis Mini Cones are our convenient snack size package perfect for school lunches and afternoon snacks. They also make welcome appreciation gifts, and are great for pantry or office breakroom. Sold 40 mini cones to a case. Available in our top 5 flavors listed below, or in a mixed case including eight cones of each flavor. Keep a case in pantry and you ll be ready for anything! (cases shown on page 9) MINI Cones Case of 40 Flavor Case Price Price per cone Item # Kettle Corn $64.99 $1.62 #240600 Caramel Corn $64.99 $1.62 #240100 Cheddar Cheese $64.99 $1.62 #240200 Cinnamon Toast $64.99 $1.62 #240300 Zebra Popcorn $79.99 $2.00 #241900 Mixed (8 of each) $69.99 $1.75 #243900