$95

Business Description

We are an Ontario corporation that was incorporated on April 25, 1994. Our principal business address is 1073355 Ontario Limited, O/A SCHOOLEY MITCHELL, 1030 Erie Street, Stratford, Ontario, N4Z 0A1. We operate under our corporate name and the trademarks described in Item 13 (the “Marks”). We do not do business or intend to do business under any other names. If we have an agent in your state for service of process, we disclose that agent in Exhibit A

Prior Experience

We began offering franchises for SCHOOLEY MITCHELL® locations in April of 2004. We have operated one SCHOOLEY MITCHELL® location at our head office address since April of 2004 and we may operate more locations in the future. We have no other business activities and have not offered Franchises in other lines of business

Business Offered

The SCHOOLEY MITCHELL® franchise which we offer is a professional consulting business. The core service offered by SCHOOLEY MITCHELL® offices consists of a review of defined costs for certain specified services and equipment that a client incurs. The Schooley Mitchell office then prepares a report summarizing the client's existing services and costs, and provides the client with solutions, advising them about how they can improve their system and/or reduce costs. We offer a Franchise Agreement for the development and operation of a single office at a specified location. We do not offer to each franchisee a “Protected Territory”. We do not conduct any business activities other than franchising and cost reduction consulting

Initial Fees

Initial Franchise Fee You must pay us an initial franchise fee in a lump sum when you sign the Franchise Agreement. Our standard initial franchise fee is currently $56,500. If you choose to purchase more than one franchise at the same time, you must pay us an additional initial franchise fee of $56,500 for each additional franchise that you purchase. This fee is payable as follows: a $2,000 deposit is payable at the time of signing the license application; $5,000 is payable at the time of signing the license agreement, with the balance payable before the commencement of training. The initial franchise fee is fully earned by us when you sign the Franchise Agreement for the franchise being purchased. If, during the Introductory Training Program, we determine, in our sole discretion, that you are not qualified to manage a SCHOOLEY MITCHELL® business, we have the right to terminate the Franchise Agreement, and we will refund 90% of the initial franchise fee, without interest. The initial franchise fee is not refundable under any other circumstances. The initial franchise fee paid by you is used by SCHOOLEY MITCHELL® for general working capital purposes including, without limitation, system development, operation, and training and support for system franchisees. In addition, the initial franchise fee paid by you may be used to pay broker fees, commissions, or salaries or bonuses to SCHOOLEY MITCHELL® Territory Developers, officers or employees. Training Fees We will provide initial training and training materials for you and up to 3 trainees at the initial training course you attend, if any, at no extra charge to you. If you send more than 3 trainees to the initial training course you will pay a fee of $600 for each additional person. Training fees are payable prior to the beginning of the training course and are uniform and non-refundable. You must pay for your travel, meal and lodging expenses. See Item 11 for more information on training. Except for the circumstances described in this Item 5, we do not refund any initial fee.

Financing

We do not offer direct or indirect financing to franchisees for any items. We do not guarantee your loans, leases, or other obligations. You must obtain necessary financing through third parties. It is solely your responsibility to locate and obtain, on whatever terms you can arrange, any required financing for the establishment of your location. We do not know whether you will be able to obtain financing for all or part of your investment and, if so, the terms of the financing. We do not receive direct or indirect payments for placing financing

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 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 Dennis Schooley, 1030 Erie Street, Stratford, Ontario, N4Z 0A1, 519-271-6477, the Federal Trade Commission, and the appropriate state regulatory agencies