$10

Business Description

We are a Nevada limited liability company that was formed on April 1, 2006. Our principal business address is 11241 S. Eastern Avenue, Henderson, NV 89052. We do business under the names “TUTORING CLUB,” “TUTORING CLUB, LLC,” and certain other trade names and trademarks (the “Marks”). We do not do business or intend to do business under any other names. We do not do any business other than franchising and operating Tutoring Club Centers.

Prior Experience

We have offered franchises since our formation in April 2006. We do not offer franchises in any other lines of business. We have no parent company or any affiliates that offer franchises in any line of business or provide products or services to our franchisees. We do not have any predecessors during the 10-year period immediately before the close of our most recent fiscal year

Business Offered

We grant franchises for tutoring businesses that operate under the Marks (“Tutoring Centers”). As a franchisee, you will conduct business operating a Tutoring Center (the “Franchised Business”) with office and classroom space that specializes in providing tutoring services, homework assistance and the general development of study skills for school-age children (the “Approved Services”). We require you to operate your Franchised Business in accordance with our System. The TUTORING CLUB System includes, but is not limited to, the TUTORING CLUB Brand Standards Manual (“Brand Standards Manual”); the proprietary TUTORING CLUB software (“Software”); branded identification materials; branded client services; uniform operation guidelines; methods, forms and procedures for operations; procedures for quality control; training and ongoing operational assistance; advertising as well as marketing/promotional programs; all of which may be changed, improved, and further developed us from time-to-time (the “System”). Your Franchised Business will be governed under the terms and conditions of the Franchise Agreement, attached as Exhibit B, which more particularly describes your rights and obligations.

Initial Fees

You must pay us an initial franchise fee of $34,500 in a lump sum when you sign the Franchise Agreement. If you are an honorably discharged veteran of the United States Armed Forces, we will discount our initial franchise fee for your first location by twenty percent (20%). We may agree to finance a portion of this amount (See Item 10). Supply and Software License Fees You must purchase from us an initial start-up package of items for each Tutoring Center you purchase, at the time that you sign an individual Franchise Agreement for that Tutoring Center (the “Start-Up Package”). The cost of the Start-Up Package is $15,000 and includes tables, chairs, office desk, interior signage, bookshelves, and educational materials. You also must pay us your first month's license fee of $110 for the proprietary Tutoring Club Software. We may agree to finance a portion of this amount (See Item 10). Training Fees We will provide initial training and training materials for you and the person you propose to manage the dayto-day affairs of your Tutoring Center (your “Director”), if any, at no extra charge to you. If you wish to bring more than two people to our initial training program, you must pay a fee of $300 per person, per day of training. You must also pay for the travel, meal, lodging, and incidental expenses for each person who attends training (including yourself, if applicable). None of the initial fees are refundable under any circumstances. These initial fees are uniform to all franchisees under this offering.

Financing

We may offer to finance all or a portion of your initial fee ($34,500) and Start-up Package ($15,000), in which case you will sign a Secured Promissory Note (Attachment “I” to the Franchise Agreement). As of the date of this Disclosure Document, we presently charge interest at a rate of 8% compounded annually (not to exceed the highest rate allowed by law) but we reserve the right to change the interest rate to reflect increases in prevailing interest rates. The term of financing will typically be for 24 to 36 months, but may vary as we may determine on a case by case basis taking into account your individual needs and credit worthiness, among other factors. You may prepay all or any portion of your indebtedness without penalty. If you fail to cure any default in the payment of any installment under the note within 5 days after written notice, we can at our option accelerate the entire amount of the debt, demand all overdue payments, repossess all of your equipment and other personal property, and terminate your license agreement and all other agreements you have with us. We can also recover from you our costs of collection, including court costs and attorney's fees. The entire remaining balance of principal and accrued interest under your Secured Promissory Note is due on any sale or other transfer of your business. The Secured Promissory Note provides that you waive presentment, demand, protest, notice of protest, notice of dishonor, any requirement that we proceed against any other person, demand of performance, notice of sale and advertisements of sale, any right of subrogation to us, and any right to the collateral until you satisfy all of your obligations. You may pay the entire remaining balance of principal and accrued interest under your Secured Promissory Note at any time with no prepayment penalty. To secure your obligations under your Franchise Agreement and any Secured Promissory Note, you grant us a security interest in all of your personal property used in operating your franchise, including inventory, fixtures, furniture, equipment, accounts, supplies and products. If you are a corporation or other business entity, we may require your owners to guarantee all of your obligations to us (Attachment “C” to Franchise Agreement (Owners' Agreement)). We do not require any person, other than your owners to personally guarantee this obligation. We do not require to you waive any defenses or other legal rights to obtain this financing. Presently, it is not our practice or intent to sell, assign, or discount to a third party all or part of the financing arrangement, nor do we receive any consideration for placing financing with third party lenders. We do not guarantee any note, lease or other obligation of yours

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 maybe 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