$5

Business Description

We are a California corporation, incorporated on February 29, 2012. We do business under the name “TKH Franchising, Inc.” We may also use the name “TechKnowHow” or “TechKnowHow Kids”. Our business address is 553 Pilgrim Drive Suite D, Foster City, California94404.We have offered franchises for the operation of a business known as “TechKnowHow®” since September 12, 2012 (the “Business” or “Franchise”). The business offers engineering and technology project-based programs onsite, within a protected territory. This is the first time TKH has offered franchises of the type described in this Disclosure Document and TKH has never offered franchises in any other business.Our agents for service of process are disclosed in Exhibit B.

Prior Experience

We do not currently operate a TechKnowHow franchise. Our affiliate, TechKnowHow, Inc., a California corporation (TKH1) operates a business that offers similar services to a TechKnowHow® franchised business. The following is a list of TKH's predecessors and affiliates including addresses and number of locations for each. Bob Mancini began operations on December 15, 1994 as a sole proprietor and reorganized to form our affiliate TKH1 on January 22, 2003 (into which the sole proprietorship business was transferred). TKH1 shares the same address as us and operates a business substantially similar to the franchise business being offered by us. We and TKH1are independent entities and TKH1does not assume any of our legal or other obligations, or us of theirs.

Business Offered

TechKnowHow® is a system developed to offer after school programs, summer camps and special event programs (such as in-school workshops, weekend programs and birthday parties) for children and teens, featuring interactive instruction teaching technology and engineering skills. All programs are themed using our proprietary curriculum (“Curriculum”) and are geared toward applying science principals to create, design and build technology-based projects. A TechKnowHow® franchise is home-based and will offer supervised activities onsite that include, but are not limited to: Building structures, vehicles and using LEGO® products including motors, gears and battery packs; Designing robots and programs to run them using LEGO® products; Designing 2D and 3D games for computers and mobile devices; Teaching programming through game design, art and animation projects; Teaching electronics through projects which use circuit components and performing science demonstrations to complement our Curriculum. TechKnowHow® encourages intellectual growth along with the development of technical, problem-solving and teambuilding skills. A Franchisee may also offer: daytime programs for pre-school age children, fundraising programs, scouting workshops, sale of LEGO® products, LEGO®building contests, community building projects and other types of technology and science related products, programs and services approved by us. Competition includes national and local student education and enrichment programs operated by national chains, local chains, independent operators and private schools, not-for-profit organizations and other related businesses offering similar services to those found in a TechKnowHow® business. Interactive education programs geared for children and teens are becoming highly competitive throughout the United States as the market is growing, changing and evolving. This may be a seasonal business depending on how many after school programs and summer camp programs you offer. The TechKnowHow® business is characterized by the number of after school, summer camp and special event technology-based programs we offer, our Curriculum, teaching methods and strategies, operational procedures, product specifications, cost controls, strategies for purchasing computers, software and products; relationship with vendors and suppliers, a distinctive regional franchise website that features online registration functionality housed within our national website along with its design, dress, decor and color scheme; procedures for hiring instructors, training and ongoing operational assistance; proactive marketing, advertising and promotional programs; all of which may be changed, improved and further developed by Franchisor periodically (the ‘System'). Your own efforts and skills are necessary, but do not assure any particular results. There can be no assurance of any measure of success, as there exist both typical and special business risk factors. These include: changing market conditions, competition, cost of supplies, new technologies, climate, real estate market, capital, labor, your own health, continuity of your management, continuation of sources of supply, availability of financing, recession or depression locally or nationally, wars, strikes, acts of terrorism, emergencies whether natural or manmade, litigation, liability and casualty losses. Some other risks that may affect your business include but are not limited to: industry developments, pricing policies of competitors, availability of locations to hold programs, your ability to negotiate locations, the number of programs you offer, state licensing or bonding requirements, supply and demand; and your dependence on key personnel, the loss of whom could hurt your Business. The purchase of a TechKnowHow® franchise is speculative, and a significant investment beyond that outlined in this Disclosure Document may be required. There is no guarantee of any measure of success and important factors in the results of a TechKnowHow® Franchise, including yours, are your personal business, marketing, management, judgment, other skills and your willingness to work hard and diligently to follow our System

Initial Fees

. The Initial Franchise Fee for a single franchise is $20,000 for a protected area. You pay this to us in a lump sum when you sign the Franchise Agreement. When you sign your Franchise Agreement you may purchase additional franchises for $10,000 each. The Initial Franchise Fee is fully earned on receipt and nonrefundable. If, during initial training we believe you are not qualified to operate a TechKnowHow® business, we will terminate your Franchise and refund your Initial Franchise fee, minus our expenses, without interest. This refund does not apply to the Option Agreement payment. In certain states, as required by state authorities based on a review of our financial statements, we may defer our receipt of the Initial Franchise Fee and all other initial payments or deposit them into escrow until we have met our initial obligations to you; see state addenda in Exhibit D. Agreement Exhibit F. Under the Option Agreement, you have six months to enter into a Franchise Agreement for a franchised business within your designated territory. For the option, you pay us a lump sum fee of $5,000 that will be credited toward (i) the Initial Franchise Fee if you exercise the option to purchase an initial franchise during the six months option term or (ii) the franchise fee for an additional franchise if you exercise your option to buy an additional franchise during the six month option term following the purchase of the option to buy an additional franchise. The Option Fee is deemed fully earned on receipt and is not refundable. The Option Fee is payable in full when you sign the Franchise Agreement or Option Agreement, as applicable, except as provided in Item 11. 2. Other Initial Fees. Before you open your business you must purchase from us, our affiliates or approved vendors, inventory and supplies we designate. Whether the purchase is refundable depends on the terms of the invoice or purchase agreement with suppliers. You must purchase from us or approved vendors marketing and promotion materials. Marketing and promotion expenses are not refundable

Financing

We do not offer, either directly or indirectly, any financing to you. We are unable to estimate whether you will be able to obtain financing for any or all of your investment and, if so, the terms of such financing. We do not guarantee your notes, leases, or any other obligations.

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 Bob Mancini, 553 Pilgrim Drive Suite D, Foster City, California94404(650) 638-0505, or the Federal Trade Commission, and the appropriate state regulatory agencies