Business Description

OFO is a Colorado limited liability company formed on June 28, 2017. We operate under the names Ori'Zaba's Franchise Operations, LLC, Ori'Zaba's and Ori'Zaba's Mexican Grill. Our principal business address is 8082 S. Interport Blvd., Suite 200, Englewood, CO 80112. We offer franchises (“Ori'Zaba's Franchises” or “Franchises”) for Ori'Zaba's Restaurants and have done so since May 2018. We do not conduct business under any other name or in any other line of business and we do not offer franchises in any other line of business. We do not conduct, and have never conducted, a business of the type described in this Franchise Disclosure Document. Our agent for service of process in Colorado is Kori McClurg, 8082 S. Interport Blvd., Suite 200, Englewood, CO 80112. Our agents for service of process for other states are identified by state in Exhibit E. If a state is not listed, we have not appointed an agent for service of process in that state in connection with the requirements of franchise laws. There may be states in addition to those listed above in which we have appointed an agent for service of process. There may also be additional agents appointed in some of the states listed. Our parent is J&K Capital, LLC, a Colorado limited liability company formed on December 12, 2006 (“J&K”) with its principal place of business at 8082 S. Interport Blvd., Suite 200, Englewood, CO 80112. J&K does not operate a business similar to the type described in this Franchise Disclosure Document. We do not have any predecessors.

Prior Experience

Our affiliate, Zaba's Management, LLC, a Nevada limited liability company (“Zaba's Management”) owns the intellectual property related to Ori'Zaba's Restaurant system and licenses it to us. Zaba's Management and OFO are wholly owned by our parent, J&K Capital, LLC. Zaba's Management shares our principal business address and has never offered franchises in this or any other line of business. Zaba's Management began operating Ori'Zaba's Restaurants in 2012. Zaba's Management entered into one license agreement in 2012 for a Non-Traditional Restaurant (as described below) in Las Vegas, Nevada. Upon issuance of this Franchise Disclosure Document, this licensee will be given an opportunity to sign a franchise agreement. As of the Issuance Date, Zaba's Management owns and operates five restaurants similar to the type described in this Franchise Disclosure Document.

Business Offered

Ori'Zaba's Restaurant franchisees operate fast casual restaurants serving made-to-order Mexican cuisine from scratch, with in-house recipes. Ori'Zaba's Restaurants operate under our system (“System”) using the Ori'Zaba's trademarks, service marks, trade names and logos (the “Marks”) from an approved location. Your location may be operated either from a traditional location, or from a non-traditional location. Any Restaurant operated from a non-traditional location will be considered a “Non-Traditional Restaurant.” A “Non-Traditional Restaurant” is a facility operated under the Ori'Zaba's Restaurant trademarks located within another primary business or in conjunction with other businesses or at institutional settings, including toll roads, train stations, amusement parks, and all properties controlled by the amusement park, travel stations, hotels and motels, ships, ports, piers, casinos, stadiums, airports, theatres, big box retailers, building supply stores, warehouse club stores, colleges and universities, schools, hospitals, military and other governmental facilities, office or in-plant food service facilities, shopping mall food courts operated by a master concessionaire, grocery stores, outlet malls, supermarkets and convenience stores and any site for which the lessor, owner or operator thereof shall have indicated its intent to prefer or limit the operation of its food service facilities to a master concessionaire or contract food service provider (each, a “Non-Traditional Location”). Unless otherwise stated, any reference in this Franchise Disclosure Document to “Restaurant” or “Ori'Zaba's Restaurant” includes both traditional Restaurants and Non-Traditional Restaurants. You must sign our standard franchise agreement attached to this Franchise Disclosure Document as Exhibit A (“Franchise Agreement”). You may operate one Ori'Zaba's Restaurant for each Franchise Agreement you sign. We also offer to select qualified persons (“Area Developers”) the opportunity to sign our area development agreement attached to this Franchise Disclosure Document as Exhibit B (“Area Developer Agreement”) and acquire the right to develop multiple Franchises in a designated development area (“Development Territory”) in accordance with a specified development schedule (“Development Schedule”). The Development Territory will be established based on the consumer demographics of the Development Territory, geographical area, city, county and other boundaries. If you enter into an Area Developer Agreement, you must sign a Franchise Agreement for your first Franchise (“Initial Franchise Agreement”) at the same time that you sign the Area Developer Agreement. You will be required to sign our then-current form of Ori'Zaba's Mexican Grill Restaurants franchise agreement for each Restaurant that you develop under the Area Developer Agreement, except that any fees to be charged under any Franchise Agreement you sign as part of your obligations under the Development Schedule will be as provided in this Franchise Disclosure Document. Area Developers must open a minimum of three Restaurants. We may limit the maximum number of Restaurants to be developed, in our discretion. If you enter into an Area Development Agreement, unless otherwise stated, any reference in this Franchise Disclosure Document to “you” or “franchisee” includes you both as an Area Developer under an Area Development Agreement and as a franchisee under a Franchise Agreement. The Initial Franchise Agreement for the first Restaurant to be developed under the Area Development Agreement will be in the form attached as Exhibit A. For each additional Restaurant developed under the Area Development Agreement, you must sign the form of Franchise Agreement that we are then offering to new franchisees.

Initial Fees

Franchise Agreement The “Initial Franchise Fee” for a single Ori'Zaba's Restaurant is $30,000. If you decide to purchase a second Franchise at the same time, the Initial Franchise Fee for the second Franchise is $25,000. You will still be required to pay all remaining fees for the second Franchise. The Initial Franchise Fee is payment for all of our pre-opening assistance that we provide to allow you to open your Ori'Zaba's Business and also offsets some of our franchisee recruitment expenses. Each Franchise Agreement will grant you the right to operate one Ori'Zaba's Restaurant. The Initial Franchise Fee is deemed fully earned by us once paid. Except for the discount for additional Franchises, the Initial Franchise Fee is uniform, payable when you sign your Franchise Agreement, and non-refundable. Area Developer Agreement Franchisees may also purchase the rights to open additional Restaurants by signing our Area Developer Agreement and paying a development fee (“Development Fee”). Area Developers must open a minimum of three Restaurants. We calculate the Development Fee uniformly for all franchisees, but the total amount of the Development Fee will vary depending on the number of Restaurants to be developed under the Area Developer Agreement. The Development Fee will be $12,500 for each Restaurant, after the first, to be developed under the Area Developer Agreement. The Development Fee is deemed fully earned by us once paid and is non-refundable. The Initial Franchise Fee for the first Restaurant is due in full upon execution of the Initial Franchise Agreement and is not included in the Development Fee. To open each Restaurant under an Area Development Agreement after the first, you will be required to sign the then-current Ori'Zaba's Mexican Grill Restaurants franchise agreement, and you will be required to pay an Initial Franchise Fee of $12,500. All other fees will be as provided in the then-current franchise agreement. The Development Fee is uniform, payable when you sign your Area Development Agreement and is non-refundable under any circumstances, even if you fail to open any Restaurants. If you are not able to meet your Development Schedule for any particular development period (a “Development Period”) under the Area Developer Agreement, we may, in our sole discretion, agree to extend your Development Period for an additional 90 day period upon payment of an extension fee (“Extension Fee”) of $2,000. We may grant up to two extensions for any Development Period, each of which will require you to pay the Extension Fee. Some states have imposed a fee deferral. Please refer to the State Addendum in Exhibit H to the Franchise Disclosure Document.

Financing

We do not offer direct or indirect financing. We do not guarantee your note, lease or obligation.

Franchisee Revenue and Profit

As of December 31, 2018, there were five affiliate-owned outlets, one licensed outlet, and no franchised outlets. All five affiliate-owned Ori'Zaba's Restaurants have been operated by our sole affiliate, Zaba's Management, LLC, in the Las Vegas, Nevada Metro area since 2012. We have excluded the financial information of the one licensed outlet because it operates a Non-Traditional Restaurant in a casino. Further, this outlet was already in existence when the five affiliate-owned Ori'Zaba's Restaurants were purchased and did not receive the training nor does it have ongoing guidance that would be representative of franchised outlets. The financial information provided in the following charts represents the actual performance of these five affiliate-owned Ori'Zaba's Restaurants for the fiscal year 2017 (December 26, 2016 to December 31, 2017) (“Reporting Period”) and fiscal year 2018 (January 1, 2018 to December 31, 2018.) The financial information of one affiliate-owned store that was closed on September 30, 2017 is not included in the following charts. The numbers have not been audited but we have no reason to doubt their accuracy. While the representations relate to the performance of affiliate-owned outlets, franchised outlets will share some of the same characteristics, including degree of competition, method of operation, and services provided. However, the size and physical layout of the affiliate-owned Ori'Zaba's Restaurants are based on designs that may be materially different than your design depending on the specific attributes of the premise of your Restaurant. These affiliate-owned Ori'Zaba's Restaurants did not pay a Royalty Fee or contribute to the Brand Fund, and were not subject to minimum Local Advertising Payments. We have included certain expenses for these affiliate-owned Ori'Zaba's Restaurants but not all of the expenses that they incur. The financial performance representations above only reflect traditional Restaurants and not NonTraditional Restaurants. If you open a Non-Traditional Restaurant, your Gross Sales and Gross Profits may be substantially different. We have provided this information to help you make a more informed decision. You should not use this information as an indication of how your specific Ori'Zaba's Restaurant may perform. The success of your Ori'Zaba's Restaurant will depend largely on your individual abilities and your market. You should conduct your own independent research and due diligence to assist you in preparing your own projections. Some outlets have earned this amount. Your individual results may differ. There is no assurance that you'll earn as much. Written substantiation for the financial performance representation will be made available to prospective franchisees upon reasonable request. Other than the preceding financial performance representation, Ori'Zaba's Franchise Operations, LLC does not make any financial performance representations. 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 Lee Cartledge at 3956 Paradise Bay Drive, Gulf Breeze, Florida 32563; [email protected]; or (850) 554-3206, the Federal Trade Commission, and the appropriate state regulatory agencies.