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Business Description

We are a Nevada Limited Liability Company formed on May 22, 2006. Our principal business address is 4560 Belt Line #350, Addison, Texas 75001. We only do business under our corporate name, Nothing Bundt Franchising, LLC, and the trademark “Nothing Bundt Cakes®”. Since 2006, we have granted franchises for gourmet bakeries which offer specialty Bundt cakes, other food items, and retail merchandise under the “Nothing Bundt Cakes®” mark (“Bakeries”). We do not and have not engaged in any other business activities. We do not operate businesses of the type being offered under this disclosure document. Our list of agents for service of process is attached as Exhibit A to this Disclosure Document.

Prior Experience

Our parent is NBC Holdings, LLC, a Delaware limited liability company, formed on September 14, 2016, with a principal address of 4560 Belt Line #350, Addison, Texas 75001 (“Parent”). On September 30, 2016, an affiliate of Levine Leichtman Capital Partners, Inc. (“LLCP”), a private equity firm located at 335 North Maple Drive, Suite 130, Beverly Hills, California 90210, acquired control of Parent. We have one predecessor, Nothing Bundt Franchising, Inc., which was a Nevada corporation formed on October 27, 2005, and dissolved on May 22, 2006. Our predecessor was located at 6380 S. Valley View Boulevard, Suite 222, Las Vegas, Nevada 89118. Our affiliate, Shipp Distribution, LLC (“Shipp Distribution”), is a Nevada limited liability company formed March 7, 2006 and located at 4045 South Buffalo, Suite A101-230, Las Vegas, NV 89147. Shipp Distribution is a designated supplier of certain ingredients and materials necessary to produce Products. Shipp Distribution does not own or operate a business of the type being franchised and has never offered franchises in this or any other line of business. Our affiliate, Denbra IP Holdings, LLC (“IP Holdings”), is a Nevada limited liability company with an address at 8965 S. Eastern Avenue, Suite 360, Las Vegas, Nevada 89123. IP Holdings owns the Marks, confidential information, copyrights, and related intellectual property associated with the System. IP Holdings does not own or operate a business of the type being franchised and has never offered franchises in this or any other line of business. Our subsidiary, GiftingU, Inc. (“GiftingU”), is an Arizona corporation with an address at 4560 Belt Line #350, Addison, Texas 75001. GiftingU processes gift card sales and manages reimbursement of redeemed gift cards sold through the national site and which are redeemed at System Bakeries. GiftingU has never operated a business of the type being franchised and has never offered franchises in this or any other line of business. Except as stated above, neither we nor our Parent, affiliates or subsidiary offer franchises in this or any other line of business and have not engaged in any other business activities.

Business Offered

Each Bakery offers, sells, and delivers specialty bundt cakes and other food items, and retail merchandise (the “Products”) to customers (“Guests”) using our proprietary System, the characteristics of which include: (a) proprietary recipes and methods for preparing, decorating, and presenting specialty bundt cakes and other baked goods (the “Proprietary Recipes”); (b) specifications for Bakery furniture, fixtures, equipment and interior and exterior design; (c) an online order fulfillment system (our “E-Commerce Program”); (d) sales techniques; (e) merchandising, marketing, advertising and inventory management systems; and (f) other general procedures for operating and managing a Bakery (the “System”). We identify the System by means of certain trade names, service marks, trademarks, logos, emblems, and indicia of origin, including, but not limited to, the “Nothing Bundt Cakes®” mark, distinctive trade dress, and such other trade names, trademarks, and service marks as we now or in the future may designate in writing for use in connection with the System (the “Marks”). We continue to develop, use, and control the use of the Marks in order to identify for the public the source of products and services marketed under the System, and to represent the System's high standards of quality, appearance, and service. We reserve the right to create and develop private label products, including cake mixes, gift packages, and related items under the Marks (“Proprietary Products”).

Initial Fees

Franchise Agreement You must pay us an initial franchise fee of $35,000 when you sign a Franchise Agreement (the “Franchise Fee”). The Franchise Fee is payable in full and deemed fully earned and non-refundable upon payment. Except as provided in this Item, the Franchise Fee is uniform to all franchisees in our System. We do not offer financing for the Franchise Fee. Additional Locations If you are an existing franchise owner and wish to acquire a franchise for another territory, and if you are qualified to purchase an additional franchise, we will reduce the initial franchise fee to $25,000. Area Development Agreement In addition to our single-unit offering, we grant qualified individuals the right to own and operate multiple Bakeries in a designated territory through an “Area Development Agreement”. The area development fee (the “Area Development Fee”) is $35,000 for your first Bakery, plus $25,000 for each additional Bakery developed under the Area Development Agreement. The Area Development Fee is payable to us in the following manner: $35,000 for your first Bakery, plus $12,500 for each additional upon the execution of the Area Development Agreement. The remaining $12,500 for each additional bakery is payable when you sign a franchise agreement for an additional bakery. We will not charge an initial franchise fee for Bakeries developed under the Area Development Agreement. If you are an existing franchise owner and wish to enter into an Area Development Agreement for multiple Bakeries in a designated territory, the Area Development Fee is reduced to $25,000 for the first Bakery, plus $25,000 for each additional Bakery developed under the Area Development Agreement. The Area Development Fee is payable to us in the following manner: $25,000 for your first Bakery, plus $12,500 for each additional Bakery to be developed upon the execution of the Area Development Agreement. The remaining $12,500 for each additional bakery is payable when you sign a franchise agreement for an additional bakery. Initial Purchases You must purchase certain items from Shipp Distribution before your Bakery opens for business, including cake design accessories, dry cake mixes and other ingredients, smallwares and other supplies that are distributed through our affiliate, Shipp Distribution. We estimate the cost of these items to be approximately $16,034. This amount is not refundable. In addition, you must pay to us the sum of $5,000 to be spent by us for your opening advertising program campaign (the “Opening Advertising Program”). This $5,000 is the minimum amount to be spent for your grand opening, and you may spend more if you wish. This amount is payable to us in a lump sum when you sign the Franchise Agreement and is not refundable. We may require you to spend up to an additional $2,000 for your Opening Advertising Program. Extension Fees Franchise Agreement Under Section 4.1 of the Franchise Agreement, you are required to purchase or lease an approved location for the Bakery meeting our standards and specifications (the “Approved Location”) within 90 days of the Effective Date of the Franchise Agreement. In the event you do not meet the 90-day site selection deadline as required by Section 4.1 of the Franchise Agreement, we will charge you a fee of $3,500 on the 90th day via an electronic funds transfer. In the event you open your Bakery within 270 days of the Effective Date of the Franchise Agreement, we will refund the $3,500 fee. We have the right to terminate your Franchise Agreement if you fail to pay or if we are otherwise unable to process the $3,500 payment. Under Section 4.3 of the Franchise Agreement, you must conform the Approved Location to our standards and specifications for the appearance, layout, and design of a Bakery, and fully equip and supply the Bakery pursuant to our standards and specifications and be prepared to open for business within 270 days after the Effective Date of the Franchise Agreement. Provided that you have signed a lease for the Bakery within 270 days of the execution of the Franchise Agreement, we will, upon your written request which is due to us within 30 days of the expiration of the 270-day period, provide you with a single 90-day extension, provided you pay us a non-refundable fee of $3,500 at the time of your request. We have the right to terminate the Franchise Agreement if you fail to provide us with written request of your desire to obtain an extension or otherwise fail to pay the fee, or if we are unable to withdraw the funds from your bank account via electronic funds transfer. In the event that you have not signed a lease for the Approved Location within 270 days of the Effective Date of the Franchise Agreement, we will, upon your written request due to us within 30 days of the expiration of the 270-day period, offer you a one-time, 180-day extension to secure and conform an Approved Location to our standards and specifications for the appearance, layout, and design of a Bakery, provided you pay us a non-refundable extension fee of $10,000 at the time of your request. If you fail to secure a site meeting our standards and specifications or complete the build out of the Approved Location within these time frames, including any extension period, we will terminate the Franchise Agreement without refund of any fees to you.

Financing

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

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. BACKGROUND This Item sets forth historical net revenue and cost information for our franchised Bakeries which was provided to us by our franchisees. As of December 30, 2018, we had 276 franchised Bakeries and 6 company owned Bakeries open and operating in the United States. Part I of this Item sets forth the net revenues of 196 franchised bakeries (“Included Franchisee Bakeries”) all of which have been operating for at least 24 months as of December 30, 2018. The “Measurement Period” in this Part I is January 1, 2017 to December 30, 2018. Included in this Item 19 are five franchised Bakeries owned and operated by our founders. We have excluded from Part I net revenue information of the 80 remaining Franchisee Bakeries because these Bakeries were not open and operating for the entire Measurement Period. Part II of this Item sets forth average net revenues, average cost of goods sold, average gross margin, average payroll costs, average occupancy expenses, average advertising expenses, average other expenses, average interest expenses, average depreciation and amortization expenses, average net income and average EBITDA achieved by 175 of the Included Franchisee Bakeries from January 1, 2018 through December 30, 2018 (the “2018 Calendar Year”). The 175 Included Franchisee Bakeries provided us with complete 2018 financial statements prior to the issuance of this disclosure document. 101 of the Franchisee Bakeries were excluded on the basis that they did not provide us with complete 2018 financial statements before the issuance of this disclosure document. Part III of this Item sets forth the Average Net Revenues achieved during the first and second full 12 months of business by all 41 franchised Bakeries which opened between January 1, 2016 and December 30, 2016 and have been open a minimum of 24 months as of December 30, 2018. We have not audited or independently verified the data submitted by the included bakeries and no assurance can be offered that the data does not contain inaccuracies that an audit might disclose. We will provide you with written substantiation for the financial performance representation upon reasonable request