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Business Description

We were organized in Oregon as a limited liability company in 2011. We re-domiciled to the State of Washington in 2014. Our principal business address is 23804 NE Rock Creek Canyon Rd., Battle Ground, Washington 98604, and our mailing address is PO Box 187, Brush Prairie, Washington 98606. Our telephone number is (855) GOT-STNK. We operate under our corporate name, the name “U Got Stink?”, and the Marks, as defined below. (See Item 13) We are the franchisor of the U Got Stink franchise system. We license our franchises to own and operate franchises under the “U Got Stink?” names and the Marks

Prior Experience

We have offered franchises since February 2011. We have not and do not offer franchises in any other line of business. As of the end of our latest fiscal year we operated one business of the type being franchised in Washington. We may be an approved or designated supplier of products and services for our franchisees. Other than as provided in this disclosure document, we do not have any other business activities. We may attempt to negotiate group discount rates for the benefit of our franchisees for advertising products and services and marketing and sales materials. Our registered agents for service of process are outlined in Exhibit C to this Disclosure Document. Our predecessor, Fresh Scent, Inc., an Oregon corporation (our “predecessor”) conducted operations similar to the franchises we are offering from July 2010 to December 2010. Our predecessor does not offer franchises in this or any other line of business. Our predecessor's principal business address is the same as ours. We do not have any affiliate or parent company required to be disclosed in this Disclosure Document. We and our predecessor have never been involved in any line of business other than as disclosed in this Disclosure Document

Business Offered

U Got Stink franchises promote, advertise, sell, and provide quality odor removal products and services to the public using our Method of Operations and Marks. We grant franchises for one or more of the following customer market segments (referred to as “Market Segments” in this disclosure document): (1) hotels and motels, (2) commercial buildings, apartments and other residences, and (3) vehicle dealerships and other vehicle customers (including cars, trucks, boats and RVs). Initial Franchise Fees vary depending upon the number of Market Segments you are granted the right to service. You will sign a separate Franchise Agreement for each separate Market Segment you purchaseYou will operate your Franchised Operation in an area that we designate (the “Territory”) using our Method of Operation and approved services and our proprietary trademarks, service marks, logos, trade dress and slogans, including U Got Stink™ and the U Got Stink Logo™ (the “Marks”). We are consistently seeking ways to evolve and improve. As we continue to grow, you should expect to see changes in our business operations, philosophies and programs

Initial Fees

You pay us an Initial Franchise Fee for your first and each additional franchise. The amount of Initial Franchise Fee depends upon the type of franchise you purchase (in other words, the type of Market Segment to which your franchise relates); the number of relevant units in your protected territory; and the size of your protected territory Your Protected Territory will be based on relevant sections of the above table (type of Market Segment; number of vehicle dealerships or units; and relevant approximate mileage radius) and other factors, including population; growth trends; affluence of nearby population; topography; geography; density; demographics and other relevant factors. The specific boundaries of your Protected Territory will be delineated by political and geographic boundaries such as zip codes, cities, counties, streets and other geographic markers. The radius figures in the above tables are intended as approximate benchmarks for determining the appropriate Initial Franchise Fee. The Initial Franchise Fee is lower for Protected Territories that cover larger geographic areas because of increased drive times. The Initial Franchise Fee is paid when you sign the Franchise Agreement. Or, you may choose to pay one-half of the Initial Franchise Fee upon signing the Franchise Agreement and the remaining balance in equal installments for 6 months beginning 2 months after you sign the Franchise Agreement. If you choose to make installment payments, then an amount equal to 10% of the Initial Franchise Fee will be added to your total installment payments. For example, if the Initial Franchise Fee is $10,000, then you may choose to pay $5,000 upon signing the Franchise Agreement. You will then pay the remaining balance of $5,000, plus an additional $1,000 (10% of $10,000), in equal installments of $1,000 per month for 6 months beginning 2 months after you sign the Agreement (for a total payment of $11,000). The Initial Franchise Fee is reduced by 10% for your second or any additional franchise. The Initial Franchise Fee is paid in consideration of our sales expenses, administrative overhead, return on investment, and start-up costs related to the execution of the Franchise Agreement and the opening of the Franchise and for our lost or deferred opportunity to sell franchises in the Franchise Territory to others. After your payment of the Initial Franchise Fee, for your first franchise you will receive from us an initial equipment package. This initial equipment package is included in the Initial Franchise Fee only for your first franchise. Typically, the initial equipment package includes 2 two-gallon pump sprayers, 1 electrogen machine, one spray bottle, an initial inventory of odor removal products, and certain initial marketing materials (including business cards and uniform). We reserve the right to modify the quantity or types of start-up equipment, products and marketing materials at any time. If you have not opened your Franchised Operation within 90 days of signing the Franchise Agreement, then we may terminate the Franchise Agreement upon refunding 25% of the Initial Franchise Fee. If we determine that your managing owner or Manager (as defined in Item 15) has not successfully completed the initial training program, then we may terminate the Franchise Agreement upon refunding 75% of the Initial Franchise Fee. You must return to us the initial equipment package. Except as described in this Item 5, or unless you have signed a Multiple Franchise Purchase Addendum, the initial franchise fee is uniform for all franchisees. We intend to raise the Initial Franchise Fee after certain growth levels have been attained. The increased fee and timing have not been determined as of the issuance date of this Disclosure Document. We may offer franchises for reduced or no initial franchise fees to prospective franchisees who in our opinion possess the knowledge and experience to conduct business with minimal assistance from us or who are purchasing multiple franchises. Occasionally, we may grant new franchises to our owners, affiliates, and employees and their family members with reduced or no initial fees. The initial franchise fee includes initial training for your first franchise, excluding your travel and related expenses. Training will be provided for up to three individuals and must include your Franchised Operation's managing owner and/or Manager, who may be the same person. If you request or need additional training or assistance in operating your Franchised Operation, then you must pay us for this training. (See Item 6) You also must pay for the travel and related expenses of each individual you have attend the training. B. Required Purchases from Us. You must purchase a vehicle vinyl wrap from us, the cost of which is $550 as of the issuance date of this disclosure document plus shipping, which we estimate to cost $50 to $75. In addition, you must have it installed by a local installer at your cost. If you are purchasing a franchise from an existing franchisee, then you must purchase a marketing package from us. As of the issuance date of this disclosure document, the marketing package costs $140 and includes business cards, trifold brochures, two shirts and one hat. C. Multiple Franchise Purchases. If you purchase multiple franchises simultaneously, then the initial franchise fee for the second and subsequent franchises will be paid to us as follows. One-half of the initial franchise fee will be paid upon execution of the Multiple Franchise Purchase Addendum. The remaining one-half of the initial franchise fee will be paid before you commence operations under each subsequent Franchise Agreement. The Initial Franchise Fee is reduced by 10% for your second or any additional franchise. You may choose to pay one-half of the Initial Franchise Fee up front and to make installment payments for the balance as described in the “Table Notes” to Section A, above. D. Transfer Fee. If you obtain a franchise by purchasing the business of one of our existing franchisees, you must pay us our then-current fees for our initial training programs. These payments relieve you of your obligation to pay the initial fees. In the event that you sell your Franchised Operation, a separate transfer fee will apply. E. Franchisee Referral Fee (Payable by Us). An existing franchisee who refers a new franchisee to us receives a referral fee of 5% of the initial franchise fee paid by the new franchisee. We pay this referral fee after the later of: (1) the date we receive the entire initial franchisee fee in full from the new franchisee, or (2) 90 days after the date the new franchisee signs a franchise agreement. The referral fee is paid only for the first franchise purchased by the new franchisee. We reserve the right to terminate this program at any time. No initial fees are refundable or transferable in whole or in part except under the specific circumstances listed above.

Financing

Except for installment payments described in Item 5, we do not offer direct or indirect financing. We do not guarantee your note, lease or obligation.

Franchisee Revenue and Profit

The Federal Trade Commission'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 Clifton Roberts, President, PO Box 187, Brush Prairie, Washington 98606, (855) GOT-STNK (855-468-7865), the Federal Trade Commission, and the appropriate state regulatory agencies