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Business Description

We were organized as a Nevada corporation on March 7, 2016 and we began offering franchises in the United States in April 2016 and in Canada in June 2016. Our principal place of business is 2620 Financial Court, Suite 100? San Diego, CA 92117. Our agents for service of process are listed in Exhibit A to this Disclosure Document. We conduct business only under the name Reis &: ivy's, Inc. We do not and have not offered franchises for sale in any other line of business. We do not operate businesses of the type being franchised. We have no other business activities.

Prior Experience

Our parent company is; Generation NEXT Franchise Brands> Inc. (formerly Fresh Healthy Vending International, Inc.) fGNFB"), a Nevada corporation traded on the over-the-counter stock market under the symbol "VEND." Under an intellectual Property License .Agreement, GNFB has licensed to us the right to use and sublicense the Marks (defined below) to ReiS & Irvy's franchisees. GNFB has no other business activities and has never offered franchises for sale in, any line of business. Our parent. Generation Next Franchise Brands Inc., acquired certain assets of Robofusion, Inc. C'Robofusion'O, an unaffiliated third party, in 2016 and from other third parties, the companioned Robots identified in Item 19 of this Disclosure Document. RobofUsiOn designed and developed the technology for the. Robots. Robofusion has operated a few of its own Robots. In addition, Robofusion has sold a limited number of Robots to third parties. Robofusion has: never sold or offered franchises. Under a Distribution and License Agreement between GNFB and Robofusion dated February 18, 2016, Robofusion granted GNFB the right to sublicense the Marks to franchisees in the; United States and its territories and Canada. GNFB assigned its rights under the Distribution and License, Agreement to us. Subsequently, On December 29, 2016, QNFB entered into a purchase agreement and closed a transaction to purchase certain assets of RobofuSiOn, including the Marks and certain patent fights. From April 2010 to September .2016, our affiliate. Fresh Healthy Vending LLC ("FHV"), a California limited liability company, offered franchises for vending machines and micro markets using the Fresh Healthy Vending® trademark that dispensed a variety of healthy, natural and organic snack foods and beverage products. FHV ceased operations in September 2018. GNFB and 19 Degrees, Inc. share our principal business address, and except as described above, they do not offer franchises in any other line of business. Except as described above, we, have no other predecessors parents or affiliates required to be disclosed in Item 1.

Business Offered

Under this Disclosure Document, we offer franchises to own and operate (including maintaining, stocking, servicing, repairing and cleaning) robotic soft serve vending kiosks C'Robots") that dispense frozen contemporary treats (such as frozen yogurt, ice cream, and sorbet) in approved locations such as museums, entertainment venues, retail locations, business offices, hotels, hospitals, schools, universities; and industrial facilities. If you purchase a franchise, you will execute our franchise agreement included with this Disclosure Document as Exhibit B. You will own, and operate: a minimum; number of Robots (at least 3) at locations C'Locations") that we secure (of at Locations that you secure, subject to our approval) within a, specified geographic area ("Territory"). You will enter into a location agreement with each Location owner. You will pay a percentage of the gross revenue or gross profit you obtain from your Robots to the Location owners where your Robots are located. We do not enter into any type of arrangement; with the: owners of the Locations where your Robots are located^ and we are not a party to your location agreements, You will use the trademarks, trade names, service marks, designs, emblems, logos; graphics, slogans, trade dress, and commercial symbols we designate, including the service mark "REIS & IRVY'S" (the "Marks") and operate your business according to our specifications for Robot equipment, uniforms, designated product offerings, standard operating and administrative procedures, and management and technical training programs (the "System'O. You may choose to purchase 2, 3, 6, 9, 12 or 20 Robots. For each; Robot at a single Location, you will need approximately 24.square feet of storage space for product inventory. Your storage space will generally consist of refrigerated space (Or a standard top freezer unit) and dry supply: storage. You will compete, with local, regional and national companies that operate competing vending offerings or that provide; food service or refreshment services. You will also compete with convenience stores, quick service restaurants, and fast food chains. The market for the products is well developed and competitive and is: generally non-seasonal (except for Robots located at schools and other seasonal locations). You must obtain any health permits, including a food handler's license, or other state, county, or local permits necessary to operate the RObots at your Locations'. Local and county food and environmental health services departments will require a Food Establishment License, for either the Robot or the venue in which it is operating. If the venue has; an existing license, you may be able to operate under if: but will still be required to obtain food handlers licenses/permits for all operators of the Robots. Other than disclosed above, we are not: aware of any other laws, rules or regulations specific to the operation of your franchise business, other than those applicable to businesses generally. You should investigate whether there are any regulations or requirements specific to your Territory and give due consideration to any increased costs you may incur as a result of complying with those requirements.

Initial Fees

When you sign your Franchise agreement, you agree to purchase 2, 3, 6, 9, 12, or 20: Robots, and you will pay us an "Initial Franchise Fee" of $5,000 per initial Robot purchased. Depending on the number of Robots you agree to purchase; the Initial Franchise Fee will be as follows: We fully earn the, Initial Franchise Fee when it is paid, and it is not refundable; under any circumstances. Robbts and Location Procurement Fee When you sign your Franchise Agreement; you agree to purchase 2, 3, 6, 9, 12 or 20 Robots from a supplier designated by us (which may be us,, our affiliate, or an unaffiliated third-party distributor or purchasing agent), and the purchase price ranges from $42,500 to $50,000 per Robot, plus applicable sales tax. Depending on the number of Robots you agree to purchase/ the total purchase price Will be as follows: The purchase price for the Robots !s in addition to the Initial Franchise, Fee described above, and is not refundable. In addition, when you sign the. Franchise Agreement, you will be billed for and pay us a "Location Procurement Fee" of $2,500 per Robot. Depending on the number of Robots you agree to purchase, the Location Procurement Fee will be as follows: The Location Procurement Fee is in addition to the purchase price for the Robots described above. However, if you secure Locations for Robots without our assistance (but with our prior approval), you will receive a credit of $2,500 for each Location that you procure without our assistance. If you elect Payment Option 2 below, the credit will be applied to the second payment that you owe. If you select Payment Option I below, the credit will be/in the form of a refund. The: Location Procurement Fee is not otherwise refundable. You have two options for paying the purchase price for your Robots: and the Location Procurement Fee; Payment Option; 1: Payment Option 2: You may pay the purchase: price for the Robots, the Franchise Fee and the Location Procurement Fee in full when you sign; your Franchise Agreement. After payment in full is received, your Robots' will be available within 120 days. You may pay a deposit equal to 40% of the total purchase price for the Robots and the Location Procurement Fee, and the full Franchise Fee at the time you sign your Franchise Agreement. You will pay the outstanding balance in pro rata portions within 72 hours after we procure a Location for one or more Of your Robots until we have procured all Locations for all the Robots you have purchased. Within 120 days after we secure a Location for a Robot and you have paid the outstanding balance for the Robot and the balance due on the applicable Location Procurement Fee, our distributor will deliver the Robot to that Location. Additional Items You may also purchase a Flavor Burst and/or a Cleaning cart from us. A Flavor Burst option is not yet available but is projected to be, available by September of 2019. This date is not guaranteed. Each Flavor Burst is an additional component that can be added to a Robot to Increase the number of flavors available from two to six. Each Flavor Burst option is $2,000 if purchased at the time the Robot is purchased. If purchased at a later time; the cost is $2,500 to cover the additional expense of installation in the field. A low Cost for the Flavor Burst, is $0 if you choose not to purchase the Flavor Burst option, the high estimated cost is $50,000 for 20 Flavor Burst components purchased for $2,500 after the initial purchase Of the Robots., The cleaning cart is for use |n cleaning the Robots and has a low cost of $0 If you choose not to purchase one and a high cost of $4,250 if you do choose to purchase, one. Adjusted Fees We may reduce, finance, defer/ or waive the Initial Franchise Fee or reduce, finance, or defer the purchase price, for the Robots based dh a variety of factors, such as the number of Robots you purchase or circumstances .specific; to an individual franchisee, such as our agreement to defer payment because of conditions outside the franchisee's control. During the fiscal year ended June 30, 2018, we charged certain franchisees a reduced Initial Franchise. Fee of $2,50O per Robot In addition, during the fiscal year ended June 30, 2018, under special circumstances Where; a franchisee entered into a separate agreement with bur affiliate, we charged the franchisee $1,000 for the robot purchase; price.

Financing

You must pay a minimum deposit equal to 40% of the total purchase price for the Robots and Location Procurement Fee at the time you sign your Franchise Agreement. You will pay the outstanding balance in pro rata portions within 7,2 hours after we procure, a Location for one; or more of your Robots; until we have procured all Locations for all the Robots you have purchased. Other than this, we do not offer direct or indirect financing to you or guarantee any note> lease, or obligation of yours in connection with the: purchase or establishment of your franchise business.

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 (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 possible performance at a particular Location or ‘under particular circumstances. Introduction This Item 19 discloses gross revenue results for 3 affiliate-owned Robots (operated by our affiliate, 19 Degrees, Inc.), which represent all Robots that operated throughout all of calendar year 2017. As of June, 30, 2018, 4 franchised Robots have begun operations, but those 4 Robots were only installed and put into operation in June 2018, and, therefore, those, 4 Robots did not operate during the 2017 calendar year or the first 6-month period of 2018. The sales information from each Robot is reported through each Robot's electronic: merchant processing system. The 3 affiliate owned Robots: are located in the following Locations: one museum; one indoor amusement park; one space center. These Robots are first-generation robots, and we are currently designing and manufacturing the second generation of Robots which will have a different design and improved functionality and reliability. In this Item 19> we use the term "gross revenue" to mean all sales generated by a Robot, which is the. Same definition that you will use in the operation of your Robots for determining Monthly Gross Revenues.