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Business Description

We are a Kentucky Limited Liability Company organized in January, 2005. We do riot do business under another name. Our principal business address is 302 N. Main Street, Owenton, Kentucky 40359, our agents for service of process are disclosed in Appendix C. We were organized for the purpose of selling franchises for the operation of Halloween Express stores; in 2012, we owned and operated four stores like the type offered in this franchise disclosure document, but have not offered franchises in any other line of business. In ,2013, we transferred those four stores to affiliate of ours, Halloween Retail, LLC, a Kentucky limited liability company ("HE Retail"), who continues to be a franchisee with respect to those stores. HE Retail purchased from us all of the inventory, fixtures and equipment located at those stores at the time of transfer and entered into franchise agreements for those stores. We no longer operate any stores like the type Offered in this franchise disclosure document; I In addition, in 2012, we entered into a total of three consignment arrangements, whereby a third party Operator was a consignee and operated a location as a "Halloween Express" store and sold our products on a consignment basis. In 2012, one consignment store was located in each ofthe states of Connecticut, Massachusetts and New York., The three consignment arrangements entered into in 2012 have concluded, and we are no longer entering into consignment arrangements with respect to our products or the Halloween Express Program, We have, however, entered into an arrangement with HE Retail, pursuant to which we have permitted HE Retail to enter info consignment arrangements with third parties under which the third parties may use the Halloween Express trade name and service mark. These third party arrangements will operate outside exclusive territories assigned to other franchisees. We are registered under applicable Canadian franchise laws. We had one licensed store located in Canada in each of2012 and 2014, however, we do not plan to offer and sell franchises in Canada in 2019.

Prior Experience

Beginning in 1993, two stores were operated under the trade name Halloween Express, which offered a large selection of costumes, masks and accessories for the Halloween season. Franchising began at the request of customers of those first two stores to be able to learn the concept and operates stores of their own. Most franchise information requests still originate from a customer's retail experience at a Halloween Express store. The entity format changes have thus far entailed the same majority ownership as the first retail stores. The original two stores are operated by a separate entity. Express Retail, Inc. which is a franchisee of Halloween Express and is owned by one of our former owners., In addition, certain of our other owners and/or officers (in whole or in part) directly or indirectly maintain ownership interests in several other entities that are franchisees of Halloween Express. Each of Express Retail, Inc. and these other entities are franchisees of Halloween Express and operate one or more Halloween Express stores under the Halloween Express Program in accordance with the provisions ofthe Franchise Agreement. None of these entities offers or sells franchises in any line of business. While these entities are owned by one or more owners with management responsibilities for marketing and selling the Halloween Express franchises, none; of these entities directly participates in any franchise activities. None of these entities is an owner or member of Halloween Express. These entities do, however, provide invaluable marketing and merchandising experience and information which is used to perfect the business model for the benefit of you. No other franchise opportunities, concepts or offering of any nature have been offered by Halloween Express^ its Owners, or any controlled affiliates;

Business Offered

At the time of signing in some instances before signing), the Franchise Agreement and payment of the Franchise Fee, we will have provided you with valuable, proprietary and privileged information that introduces you to the Halloween Express Program to assist you in evaluating the merits of the Halloween Express Program and its suitability for your business plans, abilities and expectations. Upon signing the Franchise Agreement you will have immediate use ofthe Trademark/Trade Name and Good Will of "Halloween Express™" and become a member of the Buyers Group, which receives volume discounts through large volume purchases ofthe items offered for sale, and which also enable you to control the quantities of your inventory purchases in a cost-effective manner, You will have received the Owner's Manual. You will receive advertising copy for newspapers, brochures, posters and billboards etc. which has proven effective. These are the items that you are: purchasing with the signing, of the Franchise Agreement and the payment ofthe Franchise Fee. Ongoing support is provided to help you maximize your opportunity to succeed. This is in everyone's best interests. Each year before the retail season begins, a new franchisee training school is held, which along with the detailed Owner's Manual, provides, among other things, strategic information Concerning proper recordkeeping; hands-on training with the Retail Inventory Control System (RICS) software program; store: setup (the mechanics of your store's furniture and display fixtures); and merchandising (the arrangement and display of the items Offered for sale), and other useful information. Attendance at the training, while not mandated, is strongly recommended. It is open to all current and new franchisees, their managers and employees and' is; an excellent opportunity to learn and to exchange ideas and experiences with other franchisees.

Initial Fees

All first time franchisees pay a $10,000 lump sum Franchise Fee when they sign the Franchise Agreement. We will refund 90% ofthe Franchise Fee Location defined in the Franchise Agreement) is not agreed upon by both parties before opening in the first year. There are no refunds under any other circumstances.

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 provide 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 if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if; (f) 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 possible; performance at a particular Ideation or Under particular circumstance. We do not make any representations about your 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 of your future in, you should report it to the franchisor's management by contacting Meg Fitzgerald, 302 N. Main Street, Owenton, Kentucky 40359, 502-484-0551, the Federal Trade Commission, and the appropriate state regulatory agencies.