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Business Description

Dakota One is a South Dakota limited liability company. We were formed in July 2017. We do business under our dba Max Muscle®, our corporate name and no other name. Our principal business address is 4901 S. Isabel Place, #200, Sioux Falls, SD 57104. We have been supporting franchisees from our predecessor since October 2017. We began offering franchises in April 26, 2018. We do not engage in any other business activities. We have never offered franchises in any other line of business. Our predecessor, Peak Franchising, Inc. (“Peak”), was a California corporation that was incorporated on January 11, 2001. Its principal place of business was 210 W. Taft Ave., Orange, California 92865. Peak offered franchises for Max Muscle Franchises from September 2001 through October 2017. We acquired substantially all of the franchise assets from Peak on October 11, 2017. We also offer certain independent retail stores (“Authorized Retailers”) the opportunity to sell Max Muscle Products, in territories in which we have no Franchisees, by signing our Authorized Retailer Agreement. These Authorized Retailers do not market their stores under the Max Muscle® name, and they must relinquish their rights to sell Max Muscle Products upon notification by us that a Franchisee is opening a Max Muscle Store in their vicinity

Prior Experience

We have a total of 1 affiliate (“Affiliate”), Max One Nutrition, LLC, (“Max One”). Max One is a South Dakota limited liability company that was formed in July 2017. Our Affiliate shares the same business address as Dakota One and has never offered franchises for Max Muscle Products or any other line of business. Max One's predecessor, Joe Wells Enterprises, Inc., was a California corporation that was incorporated on June 25, 1991, and began selling Max Muscle Products in 1991. JW never offered franchises for Max Muscle Products or any other line of business. Our agent for service of process is Mike Teslow, 4901 S. Isabel Place, #200, Sioux Falls, SD 57108. Our state agents for service of process are disclosed on Exhibit A.

Business Offered

We offer franchises for the use of our Max Muscle trademarks, trade names, service marks and logos (“Marks”) for the operation of retail outlets (“Max Muscle Stores”) that offer proprietary nutritional supplements, proprietary nutraceuticals, accessories (“Max Muscle Products”) and assorted other products (“Authorized Third-Party Products”) that are common in the health and fitness industries. The standard size of a Max Muscle Store ranges between 900 square feet of retail space (including restrooms) and 1,200 square feet of retail space (including restrooms). In some cases we allow you to establish a satellite store (“Satellite Store”) within your authorized territory. A Satellite Store is a business location within your Authorized Territory which functions as a part of another store, such as a kiosk or a display rack located in a gym. A Satellite Store will be a maximum of 600 square feet and will not have a separate store front or entrance. The franchise is operated under a business format per a unique system, including our valuable know-how, information, trade secrets, methods, Operations Manual, standards, designs, methods of Max Muscle 2019 Unit FDD v2 2 trademark usage, copyrights, sources and specifications for Max Muscle Products, and Authorized Third Party Products, proprietary licensed software, confidential electronic and other communications, methods of internet usage, marketing programs, and research and development connected with the operation and promotion of Max Muscle Stores (“System”). We reserve the right to change or otherwise modify the System at any time in our sole discretion. Each Max Muscle Store offers the general public a variety of products in the fitness and health and wellness industries. The products include nutritional supplements, such as whey protein powders, glutamine, protein concentrates, creative, and other supplements. Customers are given advice on fitness and nutrition by Max Muscle Store owners and their employees. You must operate your Max Muscle Store per our standard business operating practices and sign our standard franchise agreement (“Franchise Agreement”). Your Max Muscle Stores must carry Max Muscle Products, including approved supplements and accessories. You may also carry authorized products produced by unaffiliated companies and distributed by one or more of our Affiliate (“Distributed Products”) per our guidelines. You may also sell certain Authorized Third-Party Products provided we have authorized such products that are to be sold from your Max Muscle Store in advance. If we do authorize the sale of Third-Party Products, sales of those Third-Party Products can never exceed 20% of the Gross Revenue from your Max Muscle Store. Therefore, your Max Muscle Store's Gross Revenue must at all times consist of at least 80% of Max Muscle Products. We reserve the right to add, modify, or delete any Max Muscle Products, Distributed Products, or Authorized Third-Party Products at any time in our sole discretion. In addition, it is important that you understand the fact that a product is on the Authorized Third Party Product list does not mean that the product has been tested and approved by us, and you have the obligation to indemnify, defend, and hold us harmless for any claims made against us if you choose to sell any Authorized Third-Party Products. A franchise is available to anyone who is interested in operating a Max Muscle Store and satisfies our qualifications. As a franchise operator you may operate 1 Max Muscle Store for each Franchise Agreement you sign with us. We also offer to select qualified persons the opportunity to acquire the exclusive right to develop multiple Max Muscle Stores in a designated development area (“Development Area”). Although we no longer offer the opportunity to become a regional director (“Regional Director”), we do have existing Regional Directors. Except as listed in Item 2, no Regional Director has management responsibility for Dakota One.

Initial Fees

Initial Franchise Fee Except as outlined in this ITEM, if you are a first time Max Muscle Franchisee, and not a qualified participant in the Conversion Program described below, you will be eligible to participate in our standard franchise program (“Standard Franchise Program”). Under the Standard Franchise Program, you must pay a $35,000 franchise fee (“Initial Franchise Fee”) payable when you execute a Franchise Agreement. The Initial Franchise Fee must be paid in full at the time you sign the Franchise Agreement and is nonrefundable under any circumstances once you have signed the Franchise Agreement. We did not collect any Initial Franchise Fees during our last fiscal year, ended December 31, 2018. If you currently operate one or more Max Muscle Stores and are in good standing under the terms of your Franchise Agreement, you are eligible to participate in our franchise Multi-Store Royalty Savings Program (“Multi-Store Royalty Savings Program”). Under the Multi-Store Royalty Savings Program, you may acquire the right to operate one additional Max Muscle Store without the payment of any Initial Franchise Fee for the Max Muscle Store. In order to participate in the Multi-Store Royalty Savings Program you must (1) sign a Franchise Agreement and the Multi-Store Royalty Savings Program addendum (“MSRSP Addendum”) for the new Max Muscle Store, and (2) the new Max Muscle Store must be opened on or before the opening date (“Multi-Store Royalty Savings Program Opening Date”) set forth in your MSRSP Addendum. If you fail to open your Max Muscle Store for any reason by the Multi-Store Royalty Savings Program Opening Date, we have the right to terminate your Franchise Agreement without any opportunity to cure or charge the then-current Initial Franchise Fee we are charging new franchisees at the time you are ready to open the Max Muscle Store for business. Conversion Program If you currently operate one or more independent sports nutrition stores and meet our other qualifications, you are eligible to participate in our franchise conversion program (“Conversion Program”). Under the Conversion Program, you may acquire the right to convert one or more existing sports nutrition stores without the payment of any Initial Franchise Fee for the Max Muscle Store. In order to participate in the Conversion Program you must (1) sign a Franchise Agreement and the Conversion Program addendum (“Conversion Addendum”), and (2) the existing store must be fully converted to a Max Muscle Store on or before the opening date (“Conversion Opening Date”) set forth in your Conversion Addendum. If you fail to convert your existing store into a Max Muscle Store for any reason by the Conversion Opening Date, we have the right to terminate your Franchise Agreement without any opportunity to cure or charge the then-current Initial Franchise Fee we are charging new franchisees at the time you are ready to open the Max Muscle Store for business. Site Assistance Fee If you require our assistance in your site selection process before operating your Max Muscle Store by approving and accepting a site for the Max Muscle Store and approving and accepting a final lease for the Max Muscle Store, you must reimburse us for our travel and living expenses plus pay the then-current published daily fee. The estimated range of costs are $0-$2,500 plus travel expenses estimated at $500- $2,500. Max Muscle 2019 Unit FDD v2 6 Build-Out, Fixturing, Fabrication and Installation Fee Prior to operating your Max Muscle Store, you must also pay us to complete the build-out, fixturing, fabrication and installation for the interior of your Max Muscle Store. Depending on the format of your Max Muscle Store, the cost for the build-out, fixturing, fabrication and installation is estimated between $30,500 and $85,500. Depending upon the format of your Max Muscle Store, you must pay Max One between $25,000 and $40,000 for initial inventory. Prior to operating each Max Muscle Store you will be required to use the designated Max Muscle Point of Sale and CRM System from the designated suppliers. Monthly fees will range from $299 to $699. You will be required to purchase the designated hardware from our suppliers. The initial investment for the hardware ranges from $1,000 to $2,000. During our last fiscal year, ended December 31, 2018, our predecessor collected Initial Franchise Fees ranging from $0 to $35,000.

Financing

We do not offer direct or indirect financing. We do not guarantee your note, lease or obligation.

Franchisee Revenue and Profit

The FTC's Franchise Rule permits a franchisor to disclose information about the actual or potential financial performance of its franchised and/or franchisor-owned outlets, if there is a reasonable basis for the information, and the information is included in the disclosure document. Financial performance information that differs from that included in ITEM 19 may be given only if: (1) a franchisor provides the actual records of an existing outlet you are considering buying; or (2) a franchisor supplements the information provided in this ITEM 19, for example, by providing information about performance at a particular location or under particular circumstances. Max Muscle 2019 Unit FDD v2 57 we do not make any representations about a franchisee's future financial performance or the past financial performance of company-owned or franchised outlets. We also do not authorize our employees or representatives to make any such representations either orally or in writing. If you are purchasing an existing outlet, however, we may provide you with the actual records of that outlet. If you receive any other financial performance information or projections of your future income, you should report it to the franchisor's management by contacting the Contracts Administrator at 4901 S. Isabel Place, #200, Sioux Falls, South Dakota 57108 and (605) 271-2670, the Federal Trade Commission, and the appropriate state regulatory agencies.