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Business Description

Bin There USA, LLC (“us,” “our,” or “we”) is the franchisor. We maintain our principal place of business at 165 Cross Avenue, Suite 303, Oakville, Ontario, L6J 0A9, Canada, tel (905.582.1234). We do not maintain sales offices at any location other than our principal place of business. We do not use any sales brokers or other sales organizations. We conduct business under the name and mark “Bin There ... Dump That” names and marks. We do not conduct business under any other name. We are a Delaware limited liability company and were formed on December 28, 2010. We franchise the right to operate a “Bin There Dump That” business providing waste removal and disposal services and other related services and products we may periodically introduce (a “BTDT Business”). We began to offer BTDT Business franchises in the second quarter of 2011. We are not involved in any other business activities. We do not currently operate a business similar to the franchise being offered to you.

Prior Experience

Our parent company is That Franchise Inc. (“TFI”), an Ontario, Canada corporation that was incorporated on June 4, 2003. TFI's principal place of business is located at 165 Cross Avenue, Suite 303, Oakville, Ontario, L6J 0A9, Canada. TFI is the franchisor of BTDT Businesses in Canada. A list of TFI's Canadian franchisees can be found in Exhibit D of this disclosure document. TFI has offered franchises in Canada for BTDT Businesses since June 2003. TFI does not operate any BTDT Businesses itself, but its Director, Mark Crossett, owns and operates TFI's first “BIN THERE DUMP THAT” franchised unit. TFI is the owner of the Marks (defined below), which are described more fully in Item 13 of this disclosure document. TFI does not own or operate any other forms of business and does not offer franchises in any other line of business. We have several affiliates that offer franchises in Canada, as noted below. For each of these affiliated companies, the principal place of business is 165 Cross Avenue, Suite 303, Oakville, Ontario, L6J 0A9, Canada, and none of these companies own or operate any other forms of business nor offer franchises in any other line of business. - Our affiliate Downsizing Franchise Company Inc. (“DFCI”) is a Canada corporation that was formed on June 3, 2009. DFCI is the franchisor of “Downsizing Diva” franchised businesses in Canada, which provide senior move management services. Our affiliate TN Pest Control, Inc. (“TNPCI”) is a Canada corporation that was formed on October 28, 2008. TNPCI is a master franchisee of Truly Nolen of America, Inc., and as master franchisee offers “Truly Nolen” franchised businesses in Canada, which provide pest control services. Our affiliate Christmas Decor Canada Inc. (“CDCI”) is a Canada corporation that was formed on March 23, 1994. CDCI is a master franchisee of The Decor Group and as master franchisee offers “Christmas Decor” franchised businesses in Canada, which provide holiday lighting products and services. Except as described above, we do not have any affiliates, parent companies, predecessors or subsidiaries

Business Offered

We offer to enter into franchise agreements for BTDT Businesses (“Franchise Agreements") with qualified individuals and companies (“you”) that wish to establish and operate a BTDT Business as a Franchisee. Our current form of Franchise Agreement is attached to this disclosure document as Exhibit A-1. In this disclosure document, the term “you” means the person or legal entity with whom we enter into an agreement. The term “you” also refers to the direct and indirect owners of a corporation, partnership, limited liability company, limited liability partnership, or other entity that signs a Franchise Agreement as the “franchisee.” Under the Franchise Agreement, you will be granted the right to operate the Franchised Business within a defined operating territory (“Territory”) (see Item 12 of this Disclosure Document for further details on the Territory). If you sign a franchise agreement, then we will authorize you to operate a BTDT Business franchise (“Franchised Business”, “Franchise” or “Franchises”). A BIN THERE DUMP THAT franchisee (a “Franchisee”) will operate a BTDT Business providing waste removal and disposal services, and other related services and products that we may periodically introduce. A Franchised Business can be operated as a one-person business, or you may choose to hire employees at the outset or as the Franchised Business grows. A Franchise serves its customers by operating within a uniform system consisting of high standards of service, using quality products, and operating according to the business format we have created and developed (the “System”). BTDT Businesses are operated under the trademark “BIN THERE DUMP THAT” and other trademarks, trade names and commercial symbols which we specify from time to time (the “Marks”). Customers of a BTDT Business seek high quality, efficient trash and waste removal services for their homes or businesses. Therefore, the principal market for our mini disposal service is residential homes and commercial properties whose owners wish to have bins placed on their property for the purpose of placing trash or waste in the bin for removal and disposal. This is the business that you will operate under a Franchise Agreement. When you sign the Franchise Agreement, you and each of your principals must at the same time enter into and deliver to us a general security agreement in the form annexed to the Franchise Agreement as Exhibit B (the “Security Agreement”). The Security Agreement grants us a security interest in the property and proceeds of the Franchised Business, including the equipment, motor vehicles, inventory and accounts receivables of the Franchised Business.

Initial Fees

When you sign the Franchise Agreement, you must pay us an Initial Franchise Fee. The Franchise Fee is $29,000, plus $1,000 for each increment of 25,000 persons over the base population of 125,000 in your Territory. Although the Initial Franchise Fee varies according to the population within your Territory, it is uniformly applied to all franchisees. We also provide you with a Start-up Kit before you open the Franchised Business, and the cost of the Start-up Kit is included within the Initial Franchise Fee. Except as described below, the Initial Franchise Fee is not refundable. You must begin seeking all government approvals immediately when you sign the Franchise Agreement. As part of your pre-opneing task list, we will help and guide you in applying for these approvals. If, during the 30-day period after you sign the agreement, you cannot obtain all of the required governmental approvals, permits, licenses, and certificates needed to establish the Franchised Business in the Territory (despite making a good faith best effort to do so), then you (or we) will have the right to terminate the Agreement. In the event of termination of the Franchise Agreement for this reason, after the parties have exchanged a termination agreement and a release in a reasonable form that we will provide, we will refund to you the Initial Franchise Fee, less $5,000 to reimburse us for our costs that we will have incurred under the Franchise Agreement, including our legal costs. But, if you did not make a good faith, diligent effort to secure the requisite governmental approvals, permits, licenses, and certificates, then we will have the right to retain all amounts you have paid to us as liquidated damages and not as a penalty. In addition, if you are unable to satisfactorily complete our initial training program to our satisfaction, then we may terminate the Franchise Agreement. In the event of termination of the Franchise Agreement for this reason, after the parties have exchanged a termination agreement and a release in a reasonable form that we will provide, we will refund to you the Initial Franchise Fee (and the other amounts you have paid to us), less $5,000 to reimburse us for our costs that we will have incurred under the Franchise Agreement, including our legal costs.

Financing

Neither we nor any agent or affiliate offers direct or indirect financing to you, guarantees any note, lease or obligation of yours, or has any practice or intent to sell, assign or discount to a third party all or part of any financing arrangement of yours.

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. 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 our management by contacting Mike Pocrnic at 165 Cross Avenue, Suite 303, Oakville, Ontario, L6J 0A9, Canada, tel (905.582.1234), the Federal Trade Commission, and the appropriate state regulatory agencies.