Pinkberry Franchise Document

Sample UFOC
RECEIVED
INFORMATION FOR PROSPECTIVE FRANCHISEES
M 3 0 2006
REQUIRED BY THE FEDERAL TRADE COMMISSION Deparrm t
TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS

INFORMATION. WE HAVEN'T CHECKED IT AND DON'T KNOW IF IT'S CORRECT.
IT SHOULD HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE
IT INCLUDES SOME INFORMATION ABOUT YOUR CONTRACT, DON'T RELY
ON IT ALONE TO UNDERSTAND YOUR CONTRACT. READ ALL OF YOUR
CONTRACT CAREFULLY. BUYING A FRANCHISE IS A COMPLICATED
INVESTMENT. TAKE YOUR TIME TO DECIDE. IF POSSIBLE, SHOW YOUR
CONTRACT AND THIS INFORMATION TO AN ADVISOR, LIKE A LAWYER OR
AN ACCOUNTANT. IF YOU FIND ANYTHING YOU THINK MAY BE WRONG OR
ANYTHING IMPORTANT THAT'S BEEN LEFT OUT, YOU SHOULD LET US KNOW
ABOUT IT. IT MAY BE AGAINST THE LAW.
THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR

STATE AGENCIES ABOUT THEM.
FEDERAL TRADE COMMISSION Washington, D.C. 20580
Pinkberry Franchising Company - UFOC - 05.2006
pinkberry
FRANCHISE OFFERING CIRCULAR
PINKBERRY FRANCHISING COMPANY
A California corporation
2212 West Washington Boulevard

Los Angeles, CA 90018
Our franchise involves a distinctive method for the operation, marketing, promotion,
advertising and managing of a Pinkberry® Store, providing a health conscious themed,
relaxed and simple environment specializing in natural frozen yogurt with fresh fruit
and other toppings, offering a choice of shaved ice and yogurt drinks and related
products and services.
We offer, and grant, to qualified applicants, a franchise to establish and operate a

single Pinkberry® Store Franchise (the "Franchised Business") from one approved
location within a prescribed geographical area using the Pinkberry® trademarks,
logos, programs, promotional materials and operating methods we've developed (the
"Pinkberry® System" or "System"). The Initial Franchise Fee is $40,000 and the
estimated initial investment required ranges from $217,030- $406,300.
Risk Factors:
THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY

IN CALIFORNIA. OUT OF STATE LITIGATION MAY FORCE YOU TO ACCEPT
A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST
MORE TO SUE US IN CALIFORNIA THAN IN YOUR HOME STATE.
THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS

THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME
PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO
COMPARE THESE LAWS.
THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. THERE MAY

BE OTHER RISKS CONCERNING THIS FRANCHISE.
Information comparing franchisors is available. Call the state administrators listed in

Exhibit F or your public library for sources of information.
Registration of this franchise with the state does not mean that the state recommends it
or has verified the information in this offering circular. If you learn that anything in
this offering circular is untrue, contact the Federal Trade Commission and the
appropriate state authority listed in Exhibit F.
The Effective Date of this Offering Circular is________________, unless otherwise

noted
on an addendum for your state included in Exhibit D of this Offering Circular.
TABLE OF CONTENTS
ITEM
PAGE
1. FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

1
2. BUSINESS EXPERIENCE
3
3. LITIGATION
4
4. BANKRUPTCY
4
5. INITIAL FRANCHISE FEE

4
6. OTHER FEES
5
7. INITIAL INVESTMENT
7
8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

11
9. FRANCHISEE'S OBLIGATIONS
11
10. FINANCING
13
11. FRANCHISOR'S OBLIGATIONS
13
12. TERRITORY
20
13. TRADEMARKS
24
14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

25
15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION
OF THE FRANCHISE BUSINESS 25
16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

26
17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

26
18. PUBLIC FIGURES

30
19. EARNINGS CLAIMS

30
ITEM
PAGE
20. LIST OF OUTLETS

31
21. FINANCIAL STATEMENTS

32
22. CONTRACTS
32
23. RECEIPT
32
EXHIBITS
A. FRANCHISE AGREEMENT WITH EXHIBITS
B. FINANCIAL STATEMENTS
C. STATEMENT OF PROSPECTIVE FRANCHISEE
D. STATE ADDENDA TO THE UFOC AND FRANCHISE AGREEMENT
E. OPERATIONS MANUAL TABLE OF CONTENTS
F. LIST OF STATE AGENCIES AND AGENTS FOR SERVICE OF PROCESS
G. RECEIPT
1. THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES
The Franchisor. Business Form. Names. Address
The Franchisor is Pinkberry Franchising Company. To simplify the language in this

Offering Circular, "we," "us" or "our" means Pinkberry Franchising Company. "You" or
"your" means the person who buys the Franchise. If a corporation, LLC or partnership
buys the Franchise, "you" includes the Franchisee's owners, as appropriate. Capitalized
terms not defined in this Offering Circular have the meaning described in the
Pinkberry Franchise Agreement ("Franchise Agreement" or "Agreement") attached as
Exhibit A to this Offering Circular.
We were formed in the State of California on May 16, 2006. Our principal place of
business is located at 2122 West Washington Boulevard, Los Angeles, CA 90018. We
have no predecessors. We do not do business under any other name.
Our agents for service of process in states requiring franchise registration are disclosed
in Exhibit F.
Affiliates and Other Information
Pinkberry, Inc., an Affiliate of ours, was formed as a California corporation on January

8,
2004. Pinkberry, Inc., through its predecessor, Hye Kuang Hwang, a sole
proprietorship, has operated a business of the type being franchised since 2004, and
will continue to do so. Pinkberry Inc.'s principal business address is 2122 West
Washington Boulevard, Los Angetes, CA 90018
Iceberry, Inc., an Affiliate of ours, was formed as a California corporation on

November 1,
2005. Iceberry, Inc., has entered into a lease in the Los Angeles, CA area with a view
to operating a business of the type being franchised and is planning to open the
business at 3300 West. 6th Street, Suite 4, Los Angeles, CA 90020 during 2006. Iceberry,
Inc.'s principal business address is 2212 West Washington Boulevard, Los Angeles, CA
90018
Pinkberry Production Company, an Affiliate of ours, was formed as a California

corporation on May 15, 2006. Pinkberry Production Company has taken over the
manufacturing operations that were previously carried out by Pinkberry, Inc.
Pinkberry Production Company is now the sole and exclusive manufacturer of the
Pinkberry proprietary yogurt mix and shall be the sole vendor of the yogurt mix
product for the franchisees and for all company owned Pinkberry Stores. Pinkberry
Production Company will also produce paper goods and other products for use by the
franchise system. Pinkberry Production Company has never operated a business of the
type being franchised. Pinkberry Production Company's principal business address is
2122 West Washington Boulevard, Los Angeles, CA90018.
As of May 31, 2006, there were [11] Dealerships licensed to operate [11] Pinkberry
Yogurt Outlets, all of whom are listed on Exhibit D attached to this Offering Circular.
The Dealership Agreements were sold to individuals exempt from the requirement for
disclosure under Section 31109 of the California Franchise Investment Laws. Together
with Pinkberry, Inc., following the effective date of this Offering Circular, we will offer
each Dealership the opportunity to terminate his or her Dealership Agreement and
become a Pinkberry Store franchisee and to operate his or her Pinkberry Store under
our Franchise Agreement (the "Franchise Agreement") and our Conversion Addendum
to Franchise Agreement in the form attached to attached to our Franchise Agreement
as Attachment I. Dealerships will not be required to become Pinkberry Store
franchisees. Dealerships who choose not to become Pinkberry Store franchisees will
continue to operate their Pinkberry Yogurt businesses under their Dealership
Agreements until the Dealership Agreement terminates. Dealerships who elect to sign
our Franchise Agreement and
Pinkberry Franchising Company - UFOC - 6/2006
Conversion Addendum to Franchise Agreement will not pay an initial franchise fee.
Pinkberry, Inc., no longer offers Dealership Agreements.
Our Business Activities and the Franchises to be Offered in this State
We offer, and award to qualified applicants, a franchise to establish and operate a

single Pinkberry Store Franchise (the "Franchised Business") from one approved
location within a prescribed geographical area using the Pinkberry trademarks, logos,
programs, promotional materials and operating methods we've developed, (the
"Pinkberry System" or "System"). As a Pinkberry Franchisee, you will be operating a
Pinkberry Store providing a health conscious themed, relaxed and simple, environment
specializing in natural frozen yogurt with fresh fruit and other toppings and offer a
choice of shaved ice and yogurt drinks and related products and services.
We believe that the market for services and products offered by Pinkberry Store
Franchises is established and year round. The primary markets for these products and
services consist of health conscious individuals, and families.
If we award you a Franchise, you will be competing with other health food and
dessert food stores of all styles, including all varieties of fast food stores, including but
not limited to, frozen yogurt and ice-cream stores, and juice stores. You should
consider these competitive factors before deciding to buy a franchise.
Our initial offer of Pinkberry Store Franchises in this state is being made under this
Offering Circular. We have never owned and do not currently own and/or operate
any Pinkberry Store Franchises, although we have the right to do so. We have never
offered franchises in any other line of business. Our Affiliate, Pinkberry, Inc. currently
owns and operates one Pinkberry Store and will continue to operate this store and is
in the process of developing additional stores in California. The locations of these
existing and future Stores are listed in Item 20.
Pinkberry is a franchise concept that has only been franchised for short time, and is for
the most part untested as a franchise opportunity. Further, although we have operated
a business of the type being franchised in the past, we are not an experienced
Franchisor. You should expect that additional changes in the System will take place;
our limited experience makes it impossible to predict results; and no guarantee can be
made that you will be successful in operation of your Franchised Business.
Industry Regulations
In addition to any city or county business licenses applicable to the services you will
be providing, you must comply with all local, state and federal laws, pertaining to
food-service businesses, including any business, retail sales, zoning, environmental,
labor relations, sanitation, safety, fire, food-service, and health codes, regulations and
ordinances, as well as laws and regulations relating to the use of video games
machines and access by persons with disabilities. You are solely responsible for
identification of and compliance with all laws, ordinances and/or regulations
applicable to your Pinkberry Store Franchised Business. We strongly recommend that
you undertake these investigations in the operation of your Franchised Business to the
extent that you are lawfully permitted.

2
You should independently research and review the legal requirements of the food
services industry with your own attorney before vou sign any binding documents or
make any investments.
It is your sole responsibility, on an ongoing basis, to investigate and satisfy all

employment, worker's compensation, insurance, corporate, tax and similar laws and
regulations, since they vary from place to place, can change over time, and may affect
the operation of your business.
This Offering Circular describes the terms and conditions on which we currently offer
Franchises in this state. We reserve the right, in our sole discretion, to grant, or not to
grant, a Pinkberry Store Franchise to any prospective franchisee, regardless of the stage
of the franchise contract process, costs expended by the prospective franchisee or
otherwise. We may offer Pinkberry Store Franchises in other states or countries, on
economic and/or other terms, which differ from those offered by this Offering
Circular and there may be instances where we have varied, or will vary, the terms on
which we offer franchises to suit the circumstances of a particular transaction. We
strongly urge you to carefully review all documents, including a comparison to any
prior Agreement if a renewal or transfer of an existing franchise agreement is
involved, as well as this Offering Circular, with independent advisors who can
provide legal, business and/or economic guidance, such as a lawyer and/or
accountant.
You should understand that every detail of your Franchise will be important not only
to you, but also to us and to all Franchisees. Therefore, during the term of the
Franchise Agreement, you must, at all times, develop and operate your Franchised
Business in compliance with all System Standards, as we may modify them in the
future. Note that changes in the System Standards may require additional investments
by you in your Franchised Business.
This Offering Circular contains a summary of various provisions of our program and
the Franchise Agreement and other documents. We have summarized the main
features of our program above and further information appears at appropriate points
throughout this Offering Circular. Of course, the descriptions in this Offering Circular
are required to be brief and are for general informational purposes only. In many
cases, the Offering Circular contains only excerpts or summaries of other documents.
The actual provisions of these documents will control in every case and you should
refer to the Franchise Agreement and other documents for more complete information.
The Franchised Business involves substantial business risks that cannot be eliminated.
The risk may be greater for a new franchise concept/franchisor with limited
experience, such as this one. Significant investment beyond that outlined in this
Offering Circular may be required to succeed. Your volume, profit and possible
success are primarily dependent on your financial, management and other resources,
your personal business, marketing, management judgment and other skills, your
willingness to work hard and smart as well as your proper use of the System. We
cannot and do not guarantee your success.
2. BUSINESS EXPERIENCE
President - Hve Kvunq ("Shelley") Hwang
Hye Kyung Hwang has been serving as President for Pinkberry, Inc., since its
incorporation in January 2004. Prior to that from 2001 to 2004, Ms. Hwang was
President of Seoul Textile, a garment manufacturing company located in Los Angeles,
CA. Between 1999 and 2000, Ms. Hwang worked as the Manager of Marina Restaurant
in Los Angeles, CA. From 1998-1999, she was manager of a Coco's restaurant in Los
Angeles, CA.

3
Chief Operating Officer - Kavlev Kim
Ms. Kim was appointed as our Chief Operations Officer upon our incorporation. Ms.
Kim joined our affiliate Pinkberry, Inc. in August 2004 as Operations Manager and she
also retains that position today. Prior to that, from February 2004 to August 2004, Ms.
Kim was Assistant Manager to Jamison Properties located in Los Angeles. From
November 2001 through July 2003, Ms. Kim was employed as an Accounting Manager
by Kabuki Restaurants in Los Angeles. From June 1999 to January 2001, Ms. Kim was
employed as Assistant Manager at the Shogun Restaurant in Pasadena California.
3. LITIGATION
No litigation is required to be disclosed in this Offering Circular.
Neither we nor any person listed in Item 2 of the UFOC is subject to any currently
effective order of any national securities association or national securities exchange, as
defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or
expelling such persons from membership in such association or exchange.
4. BANKRUPTCY
No person previously identified in Items 1 or 2 of this Offering Circular has been
involved as a debtor in proceedings under the U.S. Bankruptcy Code required to be
disclosed in this Item.
5. INITIAL FRANCHISE FEE
The Initial Franchise Fee is $40,000, is entirely n on-refundable and is uniform as to all
franchises currently being offered. You must pay the Initial Franchise Fee in a lump
sum when you sign the Franchise Agreement. The Initial Franchise Fee becomes part
of our general funds and there is no limit on its use.
If in our Business Judgment you are not able to acquire a site within the time provided
in the Franchise Agreement in your Territory due to special circumstances within your
Territory, then we may offer you an alternate Territory and amend the Franchise
Agreement accordingly. In those special circumstances, which shall only occur in our
Business Judgment, the payment of the Initial Franchise Fee will be credited against
the payment for the new Territory, but only if you sign a General Release and a
Franchise Agreement Amendment document acceptable to us.
Release.
As a condition to the occurrence of any of the following events, you and/or any
affiliate/owner of yours will sign a General Release, excepting only (where the releases
are expressly prohibited by applicable law) those claims solely related to the offer and
sale of the new Franchise:
1) the awarding of any future, additional or other franchise;
2) the renewal of this franchise and/or awarding of a successor franchise; any

assignment or transfer (as defined in the Franchise Agreement) by you and/or any
affiliate/owner of you; and/or
3) any other event described in the Franchise Agreement as being conditioned in

whole or in part upon such a General Release (as defined in Section 22 of the
Agreement).
4
The Initial Franchise Fee covers an initial training program for either one or two
individuals, who must include you and the initial Pinkberry Store manager, who may
be you. There is no reduction or refund of any part of the Initial franchise Fee if one
individual attends the initial training program. (See Item 11 for more information on
our Training Program).
6. OTHER FEES
Name of Fee11' Amount Due Date Remarks

10th of the
month Royalty payments are due commencing
foliowing with the royalty period in which you
3% of Gross Revenues'2' or the end of open your Pinkberry Store Franchised
Royalty Fee the then current minimum, the prior Business or 180 days after the Effective
whichever is greater. calendar Date of the Franchise Agreement,
month's whichever is sooner.
royalty
period.
Interest will be charged on
unpaid royalties at the
highest rate allowed by law Interest on all amounts owed us. We
Interest and not to exceed 1.5% per On may require payment by cashier's check
Late Fees month, and a late of fee of demand for repeated late payments. See
$50.00 per failure to pay or Franchise Agreement section 9.4.
deliver a report will be
charged.
20% of the then-current At the time Non-refundable unless we do not grant
Successor Fee Initial franchise fee of your a successor agreement to you. Minimum
election to
(minimum of $8,000) amount subject to inflation adjustment.
renew
National
Marketing Not in
Fund 2% of Gross Revenues'3' effect at Not in effect at this time
this time
Contributions(3)
Local
Marketing As Paid to local vendors. Subject to inflation
2% of Gross Revenue' 3' incurred adjustment.
2
Expenses' '
You will need a minimum of $30,000 in
working capital in your bank account to
Minimum support ongoing costs of your business,
Working $30,000 to $60,000 As needed such as supplies, payroll, utilities, taxes,
Capital loan payments, ongoing franchise fees
and other expenses, to the extent that
revenues do not cover business costs.
Customer We may institute various programs for
On auditing customer satisfaction and/or
Satisfaction, To be determined. other quality control measures; you may
Quality Control demand.
Quality Control demand.
be required to pay the costs of these
Programs programs.
Cost of audit, and Within 15 Costs of audit payable if a discrepancy
Audit Expenses understatement plus days of of Gross Class Revenues is greater than
interest. invoice. 5%.
Internet Service $50 Monthly If required pursuant to Franchise
Fee
NameofFee(1) Amount Due Date Remarks

Agreement Section 11.
Mandatory To be As You are required to attend all
Convention determined, arranged.
Attendance based on mandatory meetings unless
attendance
fees, travel, excused by us.
living and
incidental
expenses.
Transfer Fee $5,000 plus At the In our sole discretion, we may
the then- time of the
current permitted
Initial transfer require the transferee to sign a
Franchise
Fee. of the Franchise Agreement and other
Franchised
documents for the full term then being offered and pay the
Business. pro, rated initial fee in addition to any transfer or other
fees. Franchise Agreement section 14.3 .
Management $500 per Deducted Expenses include compensation,
Fee day plus from
(only on expenses funds of other costs, travel and living
default by your
you) Businesses expenses of appointed manager. Subject to inflation
adjustment.
(1) All fees described in this Item are applicable to each Pinkberry Store Franchise
unless otherwise noted. All fees are imposed by and payable to us and are non-
refundable.
(2) Gross Revenues includes all charges and/or revenues which are, or could be,
received or earned by you {and/or any Affiliate):
A. B.
C. D.
E.
by, at or in connection with your Pinkberry Store Franchise;
relating to the kinds of goods or services available now or in the future through a
Pinkberry Store Franchise and/or distributed in association with the Marks or the
Pinkberry Store Franchise System;
relating to the operation of any Similar Business;
with respect to, any tenants and/or subtenants of yours on the Premises
(including rent and other lease payments); and/or
with respect to any co-branding activities.
All sales and/or billings, whether collected or not, will be included in Gross Revenue,
with no deduction for credit card or other charges. Gross Revenue does not include
sales tax collected and paid when due to the appropriate taxing authority and actual
customer refunds, adjustments and credits.
We may choose in our Business Judgment to require you to pay the Minimum
Royalties for Pinkberry Store Franchises. The Minimum Royalties will be implemented
and become effective upon 30 days' written notice to you. The Minimum Royalties
shall not be implemented until there are at least ten (10) Pinkberry Store Franchises
open and operating for a period of at least 6 months.
Period Open*
Minimum Royalties (adjusted every 6 months)

6
Less than Six Months 5% of PUA**

6 months or more 6% of PUA**
*Measured from the earlier of: actual opening date, or the date by which the Store is
required to be open.
**"PUA" or "Per Unit Average": The average Gross Revenues for all Pinkberry Store
Franchises in the United States during the most recent 6 month period before the
measuring date.
(3) We reserve the right to establish a Marketing Fund for advertising, publicity,
marketing, promotion and related purposes and require you to pay a reasonable
monthly contribution to support the fund. The amount of the Marketing Fund
Contribution may be adjusted from time to time by us in accordance with inflation
adjustments as set out in the Franchise Agreement.
7. INITIAL INVESTMENT
Certain estimated costs for opening and operating during the initial phase of the
business.
Description Estimated Method of When Due To Whom Payable

Amount Payment
On signing
Initial Franchise Fee 11' $40,000 Lump Sum Franchise Us
Agreement
Design Fee* 1* $10,000 LumpSum Prior to Approved Architect
Opening
$4,000- As As Transportation
Expenses While Training' 21 $10,000 arranged incurred Lines, Hotels, etc.
Acquisition of Real Estate / Deposits and $10,000- As As
Initial Rent (minimum five year lease) (3) $25,000 arranged incurred Landlord/Mortgagee
$40,000 - As Prior to
Construction and remodeling14' $100,000 arranged Opening
Vendors
Furnishings15' $45,000 arranged Opening
Approved Vendors
Fixtures'6' $31,000- As Prior to Approved Vendors

arranged Opening
$15,000- As Prior to
Equipment* 7' $25,000 arranged Opening
Vendors
Inventory' 8' $6,000 arranged Opening
Approved Vendors
As Prior to
Utility Deposits and Fees w $0-$10,000
arranged Opening
Utilities
$1,000- As Prior to Government and
Business Licenses110' $5,000 arranged opening agencies
Wages for $10,000- As Prior to Employees
arranged opening

7
Description Estimated Method of When Due To Whom Payable

Amount Payment
employees $20,000
$1,000- As Insurance
Insurance'11' $2,000 arranged
Prior to Opening
Agencies
Grand Opening $2,000 As During one week before To vendors
arranged and 30 days after opening
Computer
hardware/software/ POS $12,000 As Prior to opening Vendors
arranged
System (12)
Telephone $0 -$200 As Prior to opening Vendors
arranged
As
Internet Connection'13' $30-$100
arranged
Prior to opening Vendors
$2,000 - As
Signage' 1*' $3,000 arranged
Prior to opening Vendors
Additional Funds -3 Approved

$20,000 - As
As incurred Suppliers,
months'16' $60,000 arranged
Vendors, etc.
$217,030-
TOTAL 117' $406,300
(1) This table shows the estimated expenditures required to develop a single
Pinkberry Store Franchised Business pursuant to a Pinkberry Store Franchise
Agreement. If you are developing more than one unit, your costs will be (generally)
proportionately higher. The Initial Franchise Fee is non-refundable. We do not finance
any fees. You must pay the Initial Franchise Fee in a lump sum when you sign the
Franchise Agreement.
(2) You are responsible for arranging your transportation and paying the
expenses for transportation, meals and lodging for you and your manager while
attending the 10 day training program. The amount you spend will depend on several
factors, including the distance you have to travel and the type of accommodations you
choose. We based this estimate upon attendance of 1 person.
(3) Real estate costs can vary widely depending upon a multitude of factors
related to location, including whether the property is purchased or leased, local market
conditions, the size, type, condition and location of the property and zoning
requirements. The size of a typical site is between 650 and 1,250 square feet. These
figures are based on this square footage and the assumption that a landlord will
require first and last months rent.
(4) The cost of construction and remodeling depends on the size and condition of
the premises, the local cost of contract work and the location of your Pinkberry Store.
The amount may be less if the lessor provides a construction allowance for tenant
improvements and on how you negotiate the terms of your lease. These figures are
based on the assumption of an average build out cost of $165 per square foot.
(5) Figures for Furnishings include tables, chairs, lights, menu board, and trade
dress.
(6) Figure for fixtures includes required yogurt machines.
(7) Figures for Equipment include sinks, prep tables, refrigeration and utensils and
music system, lights, counters, restrooms and floorings.
(8) Figures for Inventory include Food stuffs, plastic and paper goods, menus, t-
shirts etc., may have COD requirements at outset if franchisee doesn't meet credit
criteria.
(9) The figures provided for utility deposits do not include any special connection
and/or tap fees, EDD or sales taxes which are based upon projected sales.
(10) You may also be required to obtain a license to do business in the City or
County where you conduct businesses will depend upon your local city or county
ordinances.
(11) You must maintain in force policies of insurance issued by carriers we have
approved covering various risks. We may specify the types and amounts of coverage
required under these policies and require different and/or additional kinds of
insurance at any time, including excess liability insurance. Each insurance policy must
name us and our Affiliates as additional named insureds, will contain a waiver of all
subrogation rights against us and our Affiliates and any successors and assigns, and
must provide for 30 days' prior written notice to us of any material modifications,
cancellation, or expiration of the policies. Our insurance requirements are:
Personal Injury and Liability $1,000,000 per occurrence
Personal Property Damage $50,000 per occurrence
Kitchen Equipment $50,000 per occurrence
General Liability $2,000,000 aggregate
Business interruption Actual Loss
Workers Compensation According to statute
These requirements are subject to change. You must give us a certificate of insurance,
in a form acceptable to us, evidencing this coverage, naming Pinkberry Franchising
Company. and Pinkberry, Inc. as "Additional Insureds"
(12) This figure includes costs for 2 POS terminals. We have not included the
purchase price of the required hardware and software maintenance agreements in the
figures. See Item 8.
(13) You must obtain DSL or cable internet connection services, which may not be
dial up, or linked to a telephone line. Your initial investment will depend on your
location, and any modifications needed for hook up and installation.
(14) One exterior and one interior signage required and included in figures.
(15) Miscellaneous Costs includes items such as incorporation costs and purchase
of career apparel; however, does not include rent, or security deposit. Additional
Funds is an estimate of certain funds needed to cover business (not personal) expenses
during the first 3 months of operation of your business. You will need capital to
support on-going costs of your business, such as payroll, utilities, taxes, loan payments
and other expenses, to the extent that revenues do not cover business costs. This is
only an estimate, and we can't guarantee that the amounts specified will be adequate.
You may need additional funds during the first 3 months of
initial operation or afterwards. We do not furnish or authorize our salespersons or any

other persons or entities to furnish estimates as to the capital or other reserve funds
necessary to reach "break-even" or any other financial position, nor should you rely on
any such estimates. The 3-month period from beginning your business covers the time
by which most Franchisees are fully operational but does not necessarily mean that
you will have reached "break-even", "positive cash flow", or any other financial
position. In addition, the estimates presented relate only to costs associated with the
Franchised Business and do not cover any personal, "living," unrelated business or
other expenses you may have, such as royalty payments, debt service on any loans,
state sales, and/or use taxes on goods and services, and a variety of other amounts not
described above. Although we make no estimates or representations regarding
financial performance of a Pinkberry Store Franchise Business, we recommend that, in
addition to the additional funds shown, you have sufficient personal savings and/or
income so that you will be self-sufficient for at least 3 months.
(16) All of the above figures are estimates of certain initial start up expenses. It is not
all-inclusive as noted above, and we cannot guarantee you will not have additional
expenses in starting your Pinkberry Store Franchise Business. The total figure listed in
the above chart does not include compensation for your time or labor or costs for
obtaining a vehicle (if needed). Your costs will vary depending on such factors as:
how much you follow the Pinkberry Store System; your management and marketing
skills, experience and general business ability; and local and general economic
conditions.
Miscellaneous costs to begin operations and other financial requirements may be more
or less than the figures specified above. Many of these factors are primarily under
your control in your independent operation of the business, and may include
necessary licenses, permits or certifications. You are solely responsible for identifying
and complying with all applicable laws, regulations and ordinances, including all
licenses and permits that may be required for your Pinkberry Store Franchised
Business. We have made no provision for capital or other reserve funds necessary for
you to reach "break-even" or any other financial position nor do any of these estimates
include any finance charges, interest or debt service obligations. You should not
assume that revenues from your customers will necessarily cover your initial (or other)
expenses. You should review these figures carefully with a business advisor (such as
an accountant) before making any decision to purchase the franchise. In preparing the
figures in this chart, we relied on our Affiliate's 2 years operating Pinkberry Store in
California and the over 10 additional years of experience of certain of our personnel in
industries unrelated to Pinkberry Stores.
Since costs can vary with each Franchisee, we strongly recommend that vou fa) obtain
independent estimates from third-party vendors and your accountant of the costs
which would apply to your proposed establishment and continued operation of a
Pinkberry Franchise, (b) discuss with current Pinkberry Franchisees their economic
experiences (including initial costs) in opening and operating a Pinkberry Franchise
(although there may be a limited number of franchisees to speak with because we are a
start up franchise company), (c) research applicable regulations and their impact on
your costs and operations and (d) carefully evaluate the adeouacv of your total
financial resources and reserves.
Although we make no estimates or representations regarding financial performance of

a Pinkberry Store Franchise, we recommend that, in addition to the additional funds
shown, you have sufficient personal savings and/or income so that you will be self-
sufficient and need not draw funds from the Franchised Business for at least 3 months
after start-up. We cannot predict if you will have reached positive cash flow by that
time or not.

10
8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES
How We Issue and Modify Standards and Approvals of Suppliers and Products
You must purchase, use and offer each of, and only, the types, brands and/or quality
of marketing and merchandizing products and services we designate. You may not
offer or deal with any products, services or suppliers not approved by us from time to
time. We formulate and will provide you (through the Manuals or other means) with
any applicable specifications for menu items, ingredients, equipment, inventory,
vending machines, customer service requirements and other items, all of which are
subject to change by us. Approved suppliers may include, and may be limited to, us
and/or companies affiliated with us. We may designate a single supplier or multiple
suppliers, and may concentrate purchases with one or more suppliers.
We may approve, revoke or deny approval of particular items or suppliers in our

Business Judgment. You can request the approval of an item, service or supplier by
notifying us in writing and submitting any information and/or materials we may
request. Generally, we condition our approval of a supplier based on several criteria
including, but not limited to, (i) the proposed item meeting our exact specifications,
(ii) the supplier's ability to handle the volume requirements of supplying the product
in the quantities and timely as required, and (iii) the consistency of the quality of the
product delivered. It is our practice to require the right to audit our approved
suppliers in order to audit the supplier relationship and the quantity of goods ordered
by you. We have no contractual obligation to notify you within a specific period of
time whether or not you are authorized to purchase or use the proposed item or to
deal with the proposed supplier. However, we plan to notify you within 30 days of
receiving adequate information and/or materials relating to the item being evaluated.
Currently, we do not receive revenue or other benefits from suppliers in relation to
items purchased by our Franchisees, but we reserve the right to do so in the future.
Proportions of Required Purchases
We estimate that assuming the estimated minimum initial costs to begin operations
and other financial obligations are within the ranges described in Item 7 of this
Offering Circular, the proportion of your purchases and leases of goods and services
from approved suppliers or of products that meet our specifications to be
approximately 2% of all the purchases and leases in establishing your Franchised
Business and approximately 6% to 10% of your ongoing costs of operating your
Franchised Business.
Negotiation of Purchase Arrangements
Currently, we do not negotiate purchase arrangements, such as volume discounts,

with approved suppliers for the benefit of our Franchisees, but we may do so in the
future.
Purchasing or Distribution Cooperatives
Currently, there are no formal or mandatory purchasing or distribution cooperatives in

the System, but we reserve the right to institute them in the future.
9. FRANCHISEE'S OBLIGATIONS
THIS TABLE LISTS YOUR PRINCIPAL OBLIGATIONS UNDER THE FRANCHISE

AND OTHER AGREEMENTS. IT WILL HELP YOU FIND MORE DETAILED
INFORMATION ABOUT YOUR OBLIGATIONS IN THESE AGREEMENTS AND IN
OTHER ITEMS OF THIS OFFERING CIRCULAR.

11
Item in
Obligation Section in franchise Agreement Offering
Circular
a. Site selection and acquisition/lease 3.1,3.2 11,12
b. Pre-opening purchases/leases 3.1,3.2, 3.3,3.4,3.5 5, 6, 7, 8
c. Site development and other pre-
3.1,3.2,3.3,3.4,3.5 3.6, 3.7 10 5,7
opening requirements
d. Initial and ongoing training 5.1,5.2, 10.5 5,6,7, 11
e. Opening 3.1,3.3,3.6,3.7 7, 11
f. Fees 3.7,5.1, 9.1 -9.8, 10.8, 11.1-11.3, 13.3, 14.3, 5,6,7,11
15.3, 16.5, 16.9
g. Compliance with standards and 1.1,2.1,3.2,5.1,5.3,7.1, 8.1,9.2, 10.1, 10.4, 11.3, 8, 11
policies/Operations Manual 14.3, 15.2, 16.2-16.5 17.2, 19.8,20.
h. Trademarks and proprietary 2.2,6.1 -6.4,8.2, 10.1, 11.3, 14.1 14.7, 16. 19.1 13, 14, 17
information
i. Restrictions on products/services 2.2,3.3-3.5, 10.2 8, 12,16
offered
j. Warranty and customer service
requirements
k. Territorial development and sales 2.2, 16.5 12
quotas
1. Ongoing product/service 4, 10.2 8
purchases
m. Maintenance, appearance and 3.3-3.5, 10.1 17
remodeling requirements
n. Insurance 10.6 6
o. Advertising 2.3,3.6,3.7, 11.1 -11.4 7, 11
p. Indemnification 5.3,7.4, 14.5, 14.6, Exhibit 1.2, None
q. Owner's participation/ 2.4,5.1,8.1, 10.5, 14.2, 15.3. 6,7, 15
management/staffing
r. Records/Reports 12.1 -12.2 6
s. Inspections/Audits 4,9.4, 10.2, 12.1 -12.2, 13.1, 13.2 6
t. Transfer 14.1 -14.7 6, 17
u. Renewal 15.1-15.3 6, 17
v. Post-Termination obligations 8.1, 8.2, 17.1-17.4 17
w. Non-Competition covenants 8.2, 17.2 17
x. Dispute resolution' 1* 19.1 -19.16 9, 17
y. Other None None
(1) The Franchise Agreement contains a simple dispute resolution clause which states
that if the parties cannot resolve their differences amicably they will proceed to
litigation. There are no mandatory arbitration clauses. You should read Sections 17
and 19 of the Franchise Agreement and you may want to consult an attorney
regarding the effect of these provisions.
12
10. FINANCING
We do not offer direct or indirect financing.
11. FRANCHISOR'S OBLIGATIONS
Except as listed below, we need not provide any assistance to you.
Our Pre-Opening Obligations to You. We have the following obligations to you

before you open your Pinkberry Store to the public:
A. We will provide you with an initial orientation to provide you with materials
and guidance for site selection, leasing requirements and guidelines (Franchise
Agreement, Section 3.1).
B. We will provide you with initial training (Franchise Agreement, Section 5.1).
C. We will furnish you with standards, specifications and other requirements for
your Pinkberry Store Franchise Business. (Franchise Agreement, Section 3.3).
D. We will loan you a copy of (or provide you electronic access to) the Manual
(Franchise Agreement, Section 5.3). The Manual is currently in the editing process, and
contains a total of 75 to 100 pages. A copy of the Table of Contents to the Manual is
attached to this Offering Circular as Exhibit E.
E. We will furnish guidance on your Grand Opening (Franchise Agreement,

Section 3.7).
Our Obligations During the Operation of Your Pinkberry Store Franchise. We have
the following obligations to you during the operation of your business:
A. We will provide you with updates to the Manual (Franchise Agreement,

Section 5.3). A copy of the Table of Contents to the Manuals is attached to this Offering
Circular as Exhibit E.
B. We'll provide limited guidance in the operation of your Pinkberry Store

Franchise Business. We may provide this guidance electronically, in writing or
telephonically, through training programs and/or on site consultations, among other
methods. {Franchise Agreement, Section 5.3)
C. We'll furnish advice and guidance to you with respect to our Grand Opening
Program. {Franchise Agreement, Section 3.7)
National Advertising
We can, in our Business Judgment, elect to establish an advertising, publicity and

marketing fund {the "Marketing Fund") to promote Pinkberry Stores and the Brand.
You must contribute to the Marketing Fund 2% of Gross Volume per royalty period,
subject to inflation adjustment. Such percentage will be calculated and payable at the
same time and in the same manner as percentage and minimum royalties.

13
We have sole discretion over all matters relating to the Marketing Fund, operational,
marketing or any other matter. The Marketing Fund may be used for (among other
things) product development; signage; creation, production and distribution of
marketing, advertising, public relations and other materials in any medium, including
the Internet; administration expenses; brand/image campaigns; media; national,
regional and other marketing programs; activities to promote current and/or future
Pinkberry Store and the Brand; agency and consulting services; research; any expenses
approved by us and associated with FAC or other Franchisee advisory groups. Among
other things, Marketing Fund Contributions may be used for web site
development/operation and to pay Internet, Intranet, URL, 800 or similar number, and
other charges, fees and/or expenses. A brief statement regarding the availability of
Pinkberry Store franchises may be included in advertising and other items produced
using the Marketing Fund.
We and/or any Franchisor-Related Persons/Entities can provide goods, services,

materials, etc. (including administrative services and/or "in-house advertising agency"
services) and be compensated and/or reimbursed for the same by the Marketing Fund,
provided that any such compensation must be reasonable in amount. We can arrange
for goods, services, materials, etc. (including administrative services) to be provided by
independent persons/companies and all related costs, fees, etc. will be paid by the
Marketing Fund. While we are not required to do so, any matter we submit for FAC
approval for which approval is granted, will be binding on you.
The Marketing Fund will be accounted for separately and may be used to pay all
administrative and other costs of the Marketing Fund related to its activities and
purposes and/or as authorized by the relevant Franchise Agreements. All taxes of any
kind incurred in connection with or related to the Marketing Fund, its activities,
contributions to the Marketing Fund and/or any other Fund aspect, whether imposed
on us, the Marketing Fund or any other related party, will be the sole responsibility of
the Marketing Fund. We will prepare financial statements for the Marketing Fund
annually, which will be furnished to you upon written request. Such statements may
be audited and any related accounting/auditing costs will be paid by the Marketing
Fund. Funds in the Marketing Fund must be expended, prior to termination of the
Marketing Fund, only for the purposes authorized by the relevant Franchise
Agreement(s). No profit, gain or other benefit will directly accrue to us from the
Marketing Fund. All interest earned on monies contributed to, or held in, the
Marketing Fund will be remitted to the Marketing Fund and will be subject to the
restrictions of the relevant Franchise Agreement(s).
Financial management of the Marketing Fund will be our sole responsibility. We can,
in our Business Judgment, do any of the following:
1) compensate ourselves and/or any Franchisor-Related Person/Entity for

salaries, administrative costs, overhead and other expenses incurred in Marketing
Fund related programs/activities, including but not limited to production, research,
insurance, and collection expenses, as well as any legal expense related to the activities
and purposes of the Marketing Fund;
2) charge the Marketing Fund for attorneys' fees and other costs related in any
way to claims against us and/or any of the Franchisor-Related Persons/Entities, the
Marketing Fund and/or the FAC, regarding the Marketing Fund. However, we will be
required to reimburse the Marketing Fund for any attorneys' fees and/or costs paid by
the

14
Marketing Fund in connection with any action in which we are finally found to have
acted unlawfully or to be guilty of wrongdoing with respect to the Marketing Fund;
3) spend in any fiscal year an amount greater or less than the aggregate
contributions to the Marketing Fund in that year, and the Marketing Fund may
borrow from us or other lenders to cover deficits of the Marketing Fund or cause the
Marketing Fund to invest any surplus;
4) collect for remission to the Marketing Fund any advertising or promotional

amounts offered by any supplier based upon franchisee purchases. Any such
contributions, whether or not made with respect to purchases by you, will not count
toward your required Fund contributions;
5) pay the advertising, marketing, public relations and related costs involved in
any co-branding, dual franchising or other such multi-sponsor programs;
6) revise marketing and other programs, and/or make expenditures from the
Marketing Fund, to take account of cultural and other differences (and/or we can
delegate management of a portion of the Marketing Fund in connection therewith);
7) defer, waive and/or compromise claims for current/future contributions to,

and/or claims against or with respect to, the Marketing Fund and fund the same with
the Marketing Fund;
8) take legal or other action against any Franchisee in default of their obligations
to the Marketing Fund;
9) merge the Marketing Fund with any marketing fund otherwise established for
Pinkberry Store, so long as the restrictions of the relevant Franchise Agreement(s)
continue to apply to contributions made by Franchisees under such arrangements;
10) maintain Marketing Fund assets in one or more accounts designated as "trust
accounts" for purposes of protecting such assets from claims of third-party creditors
(however, such action will not be deemed to create any "trust," "fiduciary relationship"
or similar special arrangement);
11) incorporate the Marketing Fund or operate it through an entity separate from
us, which is subject to all rights and duties of ours relating to the Marketing Fund;
12) take such other actions in connection with the Fund as we consider to be
appropriate and as are consistent with the Franchise Agreement.
You acknowledge and agree that we have no obligation to ensure that expenditures by
the Marketing Fund are or will be proportionate or equivalent to contributions to the
Marketing Fund by Pinkberry Store operating in any geographic area, or that any
Pinkberry Store will benefit directly, indirectly or in proportion to its contribution to
the Marketing Fund. We have no obligation to cause other Pinkberry Stores to
contribute to the Marketing Fund or engage in local marketing, and we can permit a
Franchisee to make direct advertising expenditures in place of

15
contributions to the Marketing Fund. You understand that some Pinkberry Store
Franchisees may have Marketing Fund obligations that are different from yours, if any.
However, all Pinkberry Stores owned by us will make contributions to the Marketing
Fund as if they were subject to the then-current form of Franchise Agreement.
Neither we (nor any of the Franchisor-Related Persons/Entities, including the

Marketing Fund and/or the FAC) will be liable for any act or omission in connection
with the Marketing Fund which is consistent with the Franchise Agreement or which
is done in subjective good faith. You and we expressly agree that none of the
relationships with you in connection with the Marketing Fund are in the nature of a
"trust," "fiduciary" or similar special arrangement.
Subject to the express requirements of this Agreement that your contributions will
only be spent as authorized herein, you agree that we can deny access to any and all
programs and/or materials created by, and benefits of, the Marketing Fund to you
and to any Franchisees who are not in Good Standing.
Your Participation in the Marketing Fund.
You agree to participate in all Marketing Fund programs. You have the right to set
your own prices, except that we can specify maximum prices for goods or services to
the greatest degree permitted by law. You must fully honor all coupons, price
reduction and other promotions/programs as directed by us. The Marketing Fund
may furnish you with marketing, advertising and promotional materials; however, we
can require that you pay the cost of producing, shipping and handling for such
materials.
Your Local Pinkberry Store Marketing Activities.
You must spend for local advertising and promotion of your Pinkberry Store each
royalty period 2% of Gross Volume, subject to inflation adjustment as set forth in the
Franchise Agreement Section 9.6. If we request it, you will submit verification of your
expenditures in a form prescribed by us in our Business Judgment. Appropriate local
advertising expenditures may include, but are not limited to, classified telephone
directory listings and advertising. Discounts and/or products or services given
without charge will not be considered to meet your local advertising obligation under
this Section.
Your advertising must be in good taste and conform to ethical and legal standards and
our requirements. Samples of all advertising and promotional materials (and any use
of the Marks and/or other forms of commercial identification) for any media,
including the Internet, World Wide Web or otherwise, must be submitted to us for our
review and consent prior to use, which approval we can condition or withhold in our
Business Judgment. You agree not to use any materials or programs disapproved by
us at any time in our Business Judgment and you must use all materials and programs
designated by us as mandatory. We can require that a brief statement regarding the
availability of Pinkberry Store franchises be included in advertising used by you
and/or that brochures regarding purchase of Pinkberry Store franchises be displayed
in your Pinkberry Store.
Any use of the Internet, World Wide Web or other electronic media by you in
connection with your Pinkberry Store will be as specified by us in our Business
Judgment from time to time, whether in the Manuals or otherwise. Among other
things, we can require that any such use be
16
through us, using a designated Internet/Intranet Service Provider {which can be us or

an Affiliate), and that all pages be accessed through a designated site and/or meet our
specifications. In such an event, we can require you to pay by credit card, bank
autodraft, or other method required by us, an Internet/Intranet.Service Fee of $50 per
month, which we can collect in advance on an annual or other basis. Such Fee is
subject to annual adjustment by us.
Computer Hardware and Software and Cash Register
You must purchase, use, maintain and update at your expense software, computer and
other POS systems meeting our specifications. There are no contractual limitations on
the frequency and cost of upgrades and updates to the systems or programs. You must
comply with our then-current terms of use policies and any other requirements
regarding any inter/intranet sites we establish for Pinkberry Store Franchised
Businesses. We have one approved supplier for this system who is Sunrise Tech.
Groups located at 1511 W. Alton Ave., Santa Ana, CA 92704 telephone number 714-
444-2844.
You must obtain and maintain at your own expense accounting, sales, reporting and
records retention systems conforming to any requirements set by us. We reserve the
right to use, and to have full access to, all cash register, computer and any other
systems, and the information and data they contain. We may charge a reasonable fee
for the license, modification, maintenance or support of software or any other goods
and/or services that we furnish to you in related to any of the systems.
In the future, we may introduce to the System additional computer software and
hardware (including point of sale and additional back office systems) which you must
purchase, use, maintain and update at your expense, as specifications and
requirements may be modified over time. In some cases, these components may only
be available through us or approved vendors. You may be required to maintain your
records in a future Pinkberry System Database. You will be responsible for paying all
supplier and/or licensor {which may include us) charges for use, maintenance,
support and/or updates to any future required systems. We do not have a contractual
obligation under the Franchise Agreement to provide any maintenance, repairs,
upgrades or updates on any software or hardware. There are no contractual
limitations on the frequency and cost of upgrades and/or updates to the systems or
programs. (Franchise Agreement, Sections 4 and 12.1)
You will use the computer for basic accounting practices, receiving and responding to
emails, submitting monthly reports. We will have access to all data captured by these
computers. There is no contractual limitation on our use of the data, although any use
by us shall be for reasonable business purposes.
We do not warrant or have any responsibility for the software or hardware you are
required to obtain. Any warranty you may have on equipment or software will be
limited to that provided by the applicable manufacturer or licensor.
Selection of the Location of Your Pinkberry Store
You must locate a site acceptable to us and sign a lease, within 3 months from the date
of the Franchise Agreement. We have no contractual requirement to consent to the
location you select for your Pinkberry Store within a specified period of time. You
must open your Pinkberry Store within 6 months of signing the Franchise Agreement.
You must obtain certification from a state approved provider as required by State
agencies before opening. Factors we consider in
17
reviewing a proposed site include the real estate characteristics (parking, access, etc.)
area demographics, trade area population and education.
We will require that the Lease you sign will include certain rights the Collateral
Assignment attached to the Franchise Agreement as Exhibit 3.2.B.
Typical Length of Time to Open Your Business
The typical length of time between the signing of the Franchise Agreement and the
payment of the Initial Franchise Fee and the opening of a Franchise ranges between
approximately 3 - 6 months. Factors affecting this length of time include locating a site,
completion of training, construction, financing, permits or licenses.
If you do not meet all of your pre-opening obligations (see Sections 3.1 and 3.2 and 3.6
of the Franchise Agreement) within one year of execution of the franchise agreement,
we may terminate the Agreement and you will not receive a refund. You may not
open your Pinkberry Store until we give you your opening notice.
Training
You must attend an initial orientation at which we will provide you with materials
and guidelines for selecting a site for your Pinkberry Store as well as leasing
requirements and guidelines.
You must complete our Training Program before operating your Pinkberry Store
Franchise Business. The Initial Franchise Fee covers an initial training program for
either one or two individuals, who must include you and the initial Pinkberry Store
manager, who may be you. There is no reduction or refund of any part of the Initial
franchise Fee if one individual attends the initial training program. We may charge a
reasonable fee for training of additional and/or subsequent managers. We may
eliminate or shorten training for persons previously trained or with comparable
experience, however, any manager that has not successfully completed our Training
Program must pass the then-current version of competency exam by a grade of 80% or
higher.
Initial training lasts approximately two weeks and is held as needed, which we
estimate will be approximately three times a year. The training will be held at a
corporate unit located in California. Shelley Hwang will oversee the training program.
You'll be responsible for all travel, living, incidental and other expenses for you and
your personnel attending the Training Program and any other voluntary or mandatory
training programs, seminars or meetings. We may charge a tuition fee for training
programs (other than for your initial training).
You and your manager must attend additional and/or refresher training programs, as
we may reasonably require to correct, improve and/or enhance your operations, the
System and its members. In addition, we can require successful completion of training
by all of your supervisory personnel.
Your training program will be personally designed for each individual based on prior
Store and business experience and the position and responsibilities that the relevant
individual will hold
18
in the Pinkberry Store Franchised Business. Each training program will include
classroom training and on the job training at an existing Pinkberry Store. The
curriculum will include, but not be limited to, the following:
Hours of
Instructional Hours of On-The Job Training
Subject Classroom
Material Training Team
Training
Operation Shelley
Orientation. 2 Hours N/A Hwang or
Manual
designee
Shelley
Interview
Hiring worksheets 2 Hours N/A Hwang or
designee
Shelley
Training philosophy for Training
employees Manual 2 Hours N/A Hwang or
designee
Shelley
Human Resource standard Employee
1 Hours N/A Hwang or
forms and record keeping Manual
designee
Customer Service (the Training Shelley
1 Hours N/A Hwang or
Pinkberry Culture) Manual
designee
Operations Total of 2.5 days within the Shelley
Food Preparation N/A Hwang or
manual 2 weeks training period
designee
Shelley
Operations Total of 1.5 days within the
Plate Presentation manual N/A two week training period Hwang or
designee
19
HOURS
OF Hours of On-
Subject Instructional Material The Job Training
Team
Classroom Training
Training
Total of 2.5
Ordering -Product Order book with bill to days within the Shelley
Specification and Inventory worksheet and purveyor N/A Hwang or
Control list 2 weeks designee
training period
Advertising and
Shelley
Marketing local promotions 2hrs Hwang or
designee
manual
Total of 2.5
Store Sanitation days within
Shelley
and Operations manual N/A the 2 weeks Hwang or
training designee
Maintenance
period
Each participant will receive information packages which may be in the form of paper
or electronic materials.
Ongoing Training
We can require that you and/or your Manager attend additional and/or refresher
training programs, including national and regional conferences, conventions and
meetings, as we may reasonably require to, correct, improve and/or enhance your
operations, the System and its members. You will be responsible for all travel, living,
incidental and other expenses for you and any Manager attending optional or
mandatory training programs, seminars or meetings. We may charge a reasonable fee
for any training program, conference, convention or other event.
12. TERRITORY
Location and Customers
The Franchise awarded is for the operation of a single Pinkberry Store at an approved
location within a prescribed geographical area {the "Territory"). You may not change
the location from which you operate your Pinkberry Store without our prior written
consent, which may be granted at our sole discretion. Our current policy allows you to
solicit or service customers located anywhere, except (i) in another Pinkberry Store
franchisee's Territory and (ii) except that you may not solicit or service national or
regional accounts which are currently being serviced or solicited by us, our Affiliate, or
other Pinkberry Store Franchises. If you would like to use the Marks or System at
another location, then you must have our prior written consent from us. We may
award you additional Territory or franchises, but only at our sole discretion.
Territory
Subject to our rights as set forth below, we will not enter into a Franchise Agreement
licensing a Traditional Pinkberry Store, or ourselves open a Traditional Pinkberry
Store, inside the area (the "Territory") described in Exhibit 2.2 of the Franchise
Agreement. Your rights in the Territory are exactly (and only) as expressly below.
Except for the location of a Traditional
20
92
Pinkberry Store within the Territory, you have no right to exclude, control or impose
conditions on the location or operation of present or future Pinkberry Store (or any
other brand) units or distribution channels of any type, franchised or Pinkberry Store
owned, regardless of their location or proximity to the Premises. You are not granted
any rights with respect to other and/or related businesses, products and/or services,
in which we or any Franchisor Related Persons/Entities may be involved, now or in
the future.
B. We and the Franchisor-Related Persons/Entities expressly reserve all other
rights, and can (along with anyone we designate):
1) own and/or operate ourselves, and/or authorize others to own and/or

operate:
a) any kind of business in the Territory, except for a Traditional Pinkberry Store,
whether or not using the Pinkberry Store Marks and System; and
b) any kind of business outside of the Territory, including without limitation,

Traditional Pinkberry Store, whether or not using the Pinkberry Store Marks and
System;
2) sell Pinkberry Store brand (or any other brand) Products and Services
(whether or not competitive) to customers located anywhere (including within the
Territory) using any channel of distribution other than a Traditional Pinkberry Store
located in the Territory;
3) develop or become associated with other concepts (including dual branding

and/or other franchise systems), whether or not using the Pinkberry Store System
and/or the Marks, and award franchises under such other concepts for locations
anywhere;
4) acquire, be acquired by, merge, affiliate with or engage in any transaction with
other businesses (whether competitive or not), with units located anywhere. Such
transactions may include (but are not limited to) arrangements involving competing
outlets and brand conversions {to or from the Pinkberry Store Marks and System).
Such transactions are expressly permitted under the Franchise Agreement, and you
agree to participate at your expense in any such conversion as instructed by us.
A "Traditional Pinkberry Store" is defined in Article 22 of the Franchise Agreement.

The term does not include non-Traditional Pinkberry Store or other distribution
opportunities. A non-Traditional Pinkberry Store concept may include (but is not
limited to) limited square footage outlets like an "express" unit or a kiosk; units
housed within other retail facilities, such as a department store, hotel or casino,
Internet sites and/or direct mail operations.
Our current policy is to allow you and other Pinkberry Store Franchisees to accept
orders from any customer located anywhere, but we can change this policy in our
Business Judgment. You agree to comply with any policy changes.
Exhibit 2.2 to the Franchise Agreement will state if the location and Territory for your
Traditional Pinkberry Store has not been identified by the date that you sign the
Franchise Agreement. If applicable, we will identify the Territory on a document to be
initialed by you and us within 48 hours from our notice to you of our acceptance of the
location for your Traditional Pinkberry Store. If:
1) you disagree with such Territory; and
2) you provide us with written notice of your disagreement within 48 hours of

your receipt of the Territory boundaries; and
21
92
3) you and we fail to arrive at a mutually acceptable Territory definition;
then,
we will cancel all of our obligations under the Franchise Agreement, and.receive from
you (and each Affiliate of yours) a General Release. The Post Termination Provisions
of this Agreement will survive such cancellation.
If at any time during the Franchise Agreement, you are not in Good Standing, we can
reduce, eliminate or otherwise modify your territorial rights. We do not make any
representation or assurance that you can or will achieve such performance minimums
contained in the Franchise Agreement.
Distribution Channels
We, our Affiliates and/or any Franchisor-Related Persons/Entities expressly reserve

the rights to sell Pinkberry Store Brand (or any other brand) Products and Services
(whether or not competitive) to customers located anywhere (including within your
Territory), using any channel of distribution located anywhere, subject to certain
conditions for specific opportunities in relation to national or regional accounts as
described below. In addition, you will comply with any future System Standards
regarding inter-franchise sales and System-wide co-operation.
Changes
We (and/or our Affiliates) can acquire, be acquired by, merge, affiliate or dual brand
with, or engage in any transaction with other businesses {whether competitive or not),
with franchises/outlets located anywhere. We (and/or our Affiliates) may also acquire,
be acquired by, merge, affiliate with or engage in any transaction with other
businesses (whether competitive or not), with units located anywhere. We can develop
or become associated with other concepts (including dual branding and/or other
franchise systems), whether or not using the Pinkberry Store System and/or the
Marks, and award franchises under other concepts for locations anywhere). These
transactions may include arrangements involving competing outlets and brand
conversions (to or from the Pinkberry Store Marks and System. These transactions are
expressly permitted under this Agreement, and you agree to participate at your
expense in any such conversion as instructed by us, without any liability to you.
E-Commerce/Email Business and Special Accounts
Your use of the Internet, World Wide Web, and other electronic or other means of
marketing and distribution of goods and/or services can be restricted by us in our
Business Judgment. As a pre-opening condition you must have provided us with the
information for us to compiete and upload your approved Pinkberry Store location
and contact information on our Pinkberry Store website located at
www.pinkberryusa.com. You will not market or sell through any venue{s) or channeis
of distribution other than your Pinkberry Store Franchise without our written
permission. You agree to participate in any Special Account(s) {as defined in Article 22
of the Franchise Agreement) only as we may direct.
We, the Franchisor-Related Persons/Entities and anyone we designate may

offer/provide any Products and/or Services or otherwise through the Internet, World
Wide Web, direct mail and/or other similar venues (no matter where the customer is
located), whether or not in connection with any use of the Marks and/or System.
22
Relocation
If you need to make a change to the location of your Pinkberry Store, you must
provide us with written notice of your intent to relocate. Any relocation for any reason
requires our prior written consent, must be within your Territory, and will be at your
expense.
Modification of Your Rights in the Territory
We grant a Franchise based on our expectation that you will continuously and
diligently follow all System requirements. If you fail to meet any Performance
Standards as described in this section and the Franchise Agreement, or are not
otherwise in Good Standing, we may reduce, eliminate or otherwise modify your
rights in the Territory, including any right of first refusal. "Performance Standards"
includes both Pinkberry Store System Standards and Financial Standards (as set out in
the Franchise Agreement, this section, the Manuals or otherwise). We do not make any
representation or assurance that you can or will achieve any performance minimums.
System Standards
We may evaluate your Pinkberry Store (including inspections, field service visits,
customer comments/surveys and secret shopper reports for compliance with
Pinkberry Store System Standards using the same methodology and scoring system as
we use to evaluated any Pinkberry Store owned and/or operated by us and/or our
Affiliates. Your Pinkberry Store will receive a System Standards Score for categories
being scored at that time. We will compare your scores with the average score in each
category as achieved by all Pinkberry Store in the United States (including those
owned and/or operated by us and/or our Affiliates), or other geographic area as we
believe appropriate for evaluation purposes.
Financial Standards
We can, in our Business Judgment, compare your Gross Revenue with the then-current
"Financial Standard". If we make such an election with respect to your Pinkberry Store,
we won't do it any more frequently than as of every six months. The Financial
Standard will be determined as follows:
Period Open* Financial Standards (adjusted every 6 months)

Less than Three Years 50% of PUA**
Three Years or More, But Less Than Four Years 65% of PUA**
Four Years or More 75% of PUA**
*Measured from the earlier of your actual opening date, or the date by which your
Pinkberry Store is required to be open.
**"PUA" or "Per Unit Average": The average Gross Revenue for all Pinkberry Stores in
the United States during the most recent 6 month period before the measuring date.

23
13. TRADEMARKS
We have granted you the non-exclusive right to use the trademark "Pinkberry " and
any other trademarks, trade names, service marks, designs and logos currently used in
the Franchised Business (the "Marks"), or that we may authorize in the future. The
Marks may only be used at the location we approve for your Franchised Business and
for the sale of products and services we authorize.
Our affiliate, Pinkberry Franchising Company filed the following applications for
registration with the United State Patent and Trademark Office ("USPTO"):
Wordmark "Pinkberry" - filed May 3, 2006 - Serial No. 78876538
Stylized wordmark, design and logo - filed May 3, 2006 - Serial No. 78876477
By not having Principal Register federal registrations for the above referenced
trademarks at the present time, we do not have certain presumptive legal rights
granted by a registration.
All required affidavits in connection with all of the foregoing Marks have been filed.
Pinkberry Franchising Company has granted us, through a license agreement, the right
to use and grant franchisees the right to use the Marks. Termination or expiration of
the license agreement will not affect your right to use the Marks. This license
agreement does not significantly limit our rights to use or license the trademark in a
manner material to you.
Other than as specified above, there are currently no effective determinations of the
Patent and Trademark Office, Trademark Trial and Appeal Board, the trademark
administrator of this state or any court; pending infringement, opposition or
cancellation; or pending material litigation involving our trademark. There are no
agreements currently in effect which significantly limit our rights to use or license the
use of these trademarks, service marks, trade names, logotypes or other commercial
symbols in any manner material to you. There are no infringing uses of which we are
aware.
You will use the Marks solely for the identification of your Pinkberry Store Franchise.
You may not use any of our Marks (or any modified version) as part of your business
entity or trade name. We must approve your corporate and/or trade name prior to its
use. You may not use our Marks in connection with the sale of an unauthorized
product or service or in a manner not authorized in writing by us. Currently, there are
no agreements that limit our right to use or license our Marks.
You must notify us immediately of any apparent or actual infringement of, or

challenge to your use of the Marks, or any claim by any person of any rights in the
Marks. You will not communicate with any third party concerning any claim. We have
the exclusive right to control any settlement, litigation or proceeding arising out of or
related to these matters. The Franchise Agreement does not require us to participate in
your defense and/or indemnify you for expenses or damages if you are a party to an
administrative or judicial proceeding involving a trademark licensed to you by us, or if
the proceeding is resolved unfavorably to you.
You must comply at your expense with any directions from us to discontinue, modify,
substitute or add Marks. We cannot and do not guarantee that a modification,
discontinuance or otherwise may not be required for any reason, and we will have no
liability or obligation to you.

24
You will not make any claim related to any modification, discontinuance or other
action, and/or with any dispute regarding the Marks.
You should understand that there is always a possibility there might be one or more
businesses, similar to the businesses covered by the franchises offered in this Offering
Circular, operating in or near the area(s) where you may do business, using a name
and/or trademarks similar to ours and with superior rights to the name and/or our
Marks. We strongly suggest that you research this possibility, using telephone
directories, local filings and other means, before you pay any money, sign any binding
documents or make any binding commitments.
14. PATENTS. COPYRIGHTS AND PROPRIETARY INFORMATION
There are no patents material to the Franchise.
There currently are no effective determinations of the Copyright Office (Library of

Congress) or any court regarding any of the copyrighted materials, although we claim
common law copyrights in our Manuals and other materials. There are no agreements
in effect which significantly limit our right to use or license the copyrighted materials.
Finally, there are no infringing uses actually known to us that could materially affect
your use of the copyrighted materials in any state. No agreement requires us to protect
or defend any copyrights or you in connection with any copyrights.
In general, our proprietary information includes "Confidential Information" as defined

in Section 8 of the Franchise Agreement, and involves, among other things: 1) manuals,
training, techniques, processes, policies, procedures, systems, data and knowledge
regarding the development, marketing, operation and franchising of a Pinkberry Store
Franchise; 2) programs, designs, specifications and information regarding Products
and Services; 3) all information regarding customers and suppliers, including any
statistical and/or financial information. We disclose to you Confidential Information
and your only interest in it is the right to use it under your Franchise Agreement.
You agree to maintain the confidentiality of all Confidential Information during and
after the term of the Franchise Agreement. You must agree that you will not use any
of the Confidential Information in any other business or in any manner we do not
specifically authorize in writing. You also agree to fully and promptly disclose all
ideas, techniques and other similar information relating to the Franchised Business that
are conceived or developed by you and/or your employees. We will have an ongoing
right to use, and to authorize others to use, these ideas, etc., without compensation or
other obligation.
You must have each of your employees, agents, principals, and Affiliates sign and
deliver to you an agreement containing substantially the same provisions described in
this Item 14 {in forms specified by us) and will deliver to us copies on request.
(Franchise Agreement, Section 8.1). If your Pinkberry Store Franchise is to be located
and/or operated within, in conjunction with or as part of another business, you must
arrange for the other business and its personnel {as specified by us) to enter into the
appropriate arrangements to protect our Intellectual Property and other interests,
including signing agreements with us regarding non-competition, confidentiality, non-
solicitation of employees and customers and indemnity/insurance arrangements.
15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS
Your Pinkberry Store Franchise must be personally managed on a full-time basis by a

person who has successfully completed all training required by us and who meets all
of our other
25
then-current standards. Unless you have a Manager who has been approved by us in
our Business Judgment, we require that you personally manage your Pinkberry Store
Franchise. You must keep us advised of the identities of any new potential Manager
and other supervisors of your Pinkberry Store Franchise. We have the right to deal
with any Manager on matters pertaining to day-to-day operations of, and reporting
requirements for your Pinkberry Franchise. You are solely responsible for the hiring,
management and training of all employees of your Pinkberry Store Franchise and for
the collection of the employee confidentiality agreements as required by section 10.5 of
the Franchise Agreement.
Neither you nor any Manager can have an interest or a business relationship with any
competitor of ours. You and any Manager must sign a confidentiality and non-
competition agreement embodying the terms of Article 8 of the Franchise Agreement.
You may be required to participate in an in-person annual review process which may
be conducted by a Pinkberry Store corporate trainer, corporate representative or
Regional Director.
16. RESTRICTIONS ON WHAT THE FRANCHISE MAY SELL
You must operate your Franchised Business in accordance with the System Standards
{including required products and services), which we may modify occasionally. You
may not use your Franchised Business for any other purposes other than the operation
of a Franchised Business in full compliance with the Franchise Agreement and
Manuals, without our prior written approval. You must purchase, use and offer each
of and only the types, brands and or quality of Products and Services we designate.
17. RENEWAL, TERMINATION. TRANSFER AND DISPUTE RESOLUTION
This table lists certain important provisions of the Franchise Agreement and related
agreements. You should read these provisions in their entirety in the Agreement
attached as Exhibit A to this Offering Circular.
Section in
Provision Franchise Summary
Agreement
a. Term of the 2.1 5 years for a new Franchise.
franchise
b. Renewal or
extension of 15.1 5 year terms subject to compliance with certain requirements.
the term
c. Written notice from you of election for renewal; be in Good Standing;
Requirements
compliance with all Agreements, current operational, qualification and
for you to 15.2-15.3 training requirements; execution of new agreements and General
renew or
Release.
extend
d.
Termination None None
by you
e.
Termination None None
by us without
cause
f. Termination 2.2,5.1, We can terminate your Franchise if you commit any of the violations
by us with 13.3, 16.1- listed below. We can terminate your right to certain territory if
cause 16.5 performance standards

26
Section in
Agreement
are not met.
Gross Revenue is understated for any period by more than 5%; or;
g. "Cause" any understatement is determined by us to be intentional; failure to
defined-defaults 13.3, 16. 2, comply with any payment obligation or any other provision of the
which can be A and B. Franchise Agreement {including the System Standards as set out in
cured the Manuals), other than those listed below and in section 16 (A), of
the Agreement.
Failure to: agree to a Territory, comply with opening requirements;
failure to satisfactorily complete training, misrepresentations or
omissions by you in application for Franchise; make an
unauthorized transfer; abandon or fail to operate your Pinkberry
h. "Cause" Store for more than 7 consecutive calendar days; lose right to use
defined-defaults 2.2,3.1,5.1, approved location and do not relocate; bankruptcy; conviction of
which cannot be 16.1 felony or other misconduct that adversely affects the Pinkberry
cured Store Franchise; unauthorized use of Confidential Information, the
Marks or Manuals; 5 or more customer complaints in any 12-month
period; commit 2 or more applicable defaults within any 12
consecutive months, or 3 or more applicable defaults within any 24
consecutive months.
Cease operations; cease use of Marks; de-identify business; return
i. Your Manuals and other Confidential Information; cancel ait fictitious
obligations on 17.1-17.4 business name registrations; discontinue representation as a
termination/non- Pinkberry Store franchisee; pay alt amounts owed. Certain
renewal obligations continue, including payment, indemnity,
noncompetition and confidentiality.
j. . Assignment of
14.1 No restrictions on our right to
contract by us
Section in
agreement
transfer.
k. Includes any voluntary or involuntary assignment, sale, gift, pledge or any
"Transfer"
14.2 grant of any security or other interest (partial or whole, direct or indirect),
by you- by you.
definition
1. Our
approval
14.2 Transfer subject to our prior written consent-
of transfer
by you
You must be in compliance with all agreements and the Manuals;
Transferee qualifies; Transferee assumes your obligations; all amounts and
reports due us are remitted; all debts payable to third parties are assumed
by transferee; all required reports or other documents submitted;
m. Transferee completes training program; Transferee obtains all required
permits, licenses and insurance; required third parties consent to transfer;
Conditions
for our 14.3 execution of Franchise Agreement by transferee; payment of the greater of
either: (i) a nonrefundable transfer fee of $5,000 plus the then current Initial
approval
Franchise Fee as described in out then current uniform franchise offering
of transfer
circular, or (ii) in lieu of those fees, one third of the gross sales price for the
Franchised Business; execution of release; amount financed subordinate to
obligations of transferee to us; execution of non-competition agreement;
Compliance with laws and regulations. Additional requirements for
transfer to a controlled corporation.
n. Our
right-of-
first-
refusal to 14.7 We have the right to match offer, require terms and conditions.
acquire
your
business
o. Our
option to
purchase None
your
business
p. Your Any transfer in the event of death or disability must be completed within 6
death or 14.5 months and will be governed by the transfer provisions of Article 14 of the
disability Franchise Agreement.

28
Section in
Agreement
q. Non-
competition
8.1 No involvement in any Similar Business.
covenants during
the term
r. Non-competition
covenants after the No involvement in Similar Business for 24 months within
8.2, 17.2,
franchise is 19.6 marketing area or the Territory. Under certain circumstances,
terminated or time period may be extended an additional 12 months.
expires
Agreement may be modified in writing by all parties. Manuals
s. Modification of
the agreement 19.8 and System are subject to change by us and you must promptly
comply.
t. Only the terms of the Franchise Agreement are binding
Integration/merger 21 (assuming they comply with State law). Any other promises are
clause not enforceable.
Except for a few types of claims, all disputes are resolved through
u. Dispute face-to-face meeting, mediation, and/or binding arbitration at a
resolution by 19.1 -19.16 neutral site in the county in which our then current headquarters
arbitration or is located; limited rights of appeal and pre-trial discovery; waiver
mediation of jury or court trial; limitation of types and amount of damages
and periods to bring claims;
Face-to-face meeting, mediation, arbitration and litigation at a
neutral site in the county in which our then current headquarters
v. Choice of forum 19.1, 19.2
is located. Please see the state-specific addenda to the Offering
Circular and Franchise Agreement in Exhibit D.
Laws of the State of California apply. Please see the state-specific
w. Choice of law 19.14 addenda to the Offering Circular and Franchise Agreements in
Exhibit D to this Offering Circular.
The Franchise Agreement provides for a good faith negotiation to settle disputes. The
good faith negotiation will occur at a location to be decided by the parties. Failing
resolution of the dispute, the parties may proceed directly to litigation in the county in
which our then current headquarters is located, and that may cost you more than if
those proceedings took place near your residence or business. You and we will
generally bear each of our own costs in any dispute, but the court can assess costs and
attorneys' fees against a losing party.
29
You should understand that we intend to fully enforce all of the provisions of the
documents you sign (including the Franchise Agreement). Statements made by us here
or in an Addenda, as a condition or registration in a state, should not be construed as
any indication that you and we have not had a meeting of the minds on any subject
covered by those statements. As to any law that might make void or unenforceable
any provision contained in any of the documents you sign, whether as a result of
statements we are required to make or otherwise, we reserve the right to challenge the
enforceability and/or effect of that law in any legal proceeding.
Various states, including but not limited to the following, have statutes which may
supersede the Franchise Agreement in your relationship with the franchisor including
areas of termination and renewal of your franchise: ARKANSAS [Code Sections 4-72-
201-4-72-210], CALIFORNIA [Bus. & Prof. Code Sections 20000-200043],
CONNECTICUT [42-133e et seq.J, DELAWARE [Code, Title 6, Chapter 25, Sections
2551-2556], HAWAII [Rev. Stat. 482E-6], ILLINOIS [815 ILCS 705/1 - 705/44],
INDIANA [Code Sections 23-2-2.7 (1) - (7)], IOWA [Sections 523H.1-523H.17],
MICHIGAN [19.854 (27)], MISSISSIPPI [Code Sections 75-24-51-75-24-63], MISSOURI
[Stat. Sections 407.400-407.410] NEBRASKA [Re. Stat. Sections 87-401 - 87-410], NEW
JERSEY [Rev Stat. Sections 56:10-1-56:10-12], SOUTH DAKOTA [Codified Laws
Section 37-5A-51], VIRGINIA [Code Sections 13.1-557 through 13.1-574],
WASHINGTON [Code Section 19.100.180], WISCONSIN [Stat. Section 135.03],
DISTRICT OF COLUMBIA [Code Sections 29-1201-29-1208], PUERTO RICO
[Annotated Laws Sections 278 - 278d], VIRGIN ISLANDS [Annotated Code Sections
130 - 139], These and other states may have court decisions which may supersede the
Franchise Agreement in your relationship with us, including the areas of termination
and renewal of your Franchise.
The provision in the Franchise Agreement which provides for termination upon your
bankruptcy may not be enforceable under Federal Bankruptcy Law {11 U.S.C. §101,
etseq).
18. ARRANGEMENTS WITH PUBLIC FIGURES
We do not use any public figure to promote our Franchise.
19. EARNINGS CLAIMS
We do not provide or authorize any representations, express or implied, or any other

information, regarding potential sales, costs, earnings or other results of your
Pinkberry Franchised Business.
Even though our Affiliate has operated a Pinkberry Store for 2 years, we would not be
able to predict what results we might achieve, and we certainly have no way of
knowing what results you will achieve. How well you might do depends almost
entirely on factors outside our control, including your general business ability, your
resources, how closely you follow our System, your location, competition and how
good a businessperson you are. We do not authorize any sales, cost or income
projections, or estimates of any kind to you, nor should you rely on any projections or
estimates of any type from anyone.
We do not authorize our employees, salespersons or anyone else to make any claims
or statements regarding prospects or chances of success, actual or potential sales, costs,
earnings, income or profits of, or other financial matters regarding any Pinkberry
Franchise. We are not able to predict gross revenues, expenses, profit or other results
for franchised or Company-Owned Pinkberry Stores and do not, and will not, review
or comment on your proposed budget, business plan or otherwise.
30
If, at any time, you believe that any claim(s) or statement(s) regarding prospects or
chances of success, actual or potential sales, costs, earnings, income or profits of, or
other financial matters regarding, any Pinkberry Store have been made to you, you
must provide a written statement regarding the same next to your signature on the
Franchise Agreement. If any such claim or statement has been made to vou, it was not
authorized, and is inherently unreliable. You agree that vou will not and do not rely
upon any such claim, statement, information, promise. representation and/or warranty
and further agree that we are not bound by it. If vou do rely upon any unauthorized
claim or statement information, promise, representation and/or warranty
notwithstanding this instruction, vou do so at your own risk.
Before signing any binding documents or making any investment, you should make
your own independent investigation regarding the possible purchase of a Pinkberry
Store Franchise. This investigation should include speaking with current and past
Pinkberry Store Franchisees (if any); although you understand that any of these
Franchisees would have relatively short term experience with the Pinkberry Store
Franchise. You should also speak with independent advisors, such as an attorney
and/or accountant, to assist your determination of the suitability of your possible
investment in a Pinkberry Store Franchise.
20.
LIST OF OUTLETS
As of April, 2006, we had no Pinkberry Store Franchisees. Therefore, no franchisees

had an outlet terminated, canceled, transferred, not renewed or otherwise voluntarily
or involuntarily ceased to do business under our franchise agreement, and no
franchisee has failed to communicate with us within ten weeks prior to the application
date. In the interest of providing you with appropriate data, we have provided similar
information with respect to the two affiliate owned Pinkberry Stores currently
operated by our Affiliate, Pinkberry, Inc.
STATUS OF COMPANY OWNED UNITS
FOR YEARS 2005/2004/2003
UNITS CLOSED UNITS OPENED TOTAL UNITS OPERATING

STATE
DURING YEAR DURING YEAR AT YEAR END
California* 0/0/0 1/0/0 1/0/0
Total: 0/0/0 1/0/0 1/0/0
* Our affiliate Pinkberry, Inc. has 100% ownership of the California Pinkberry Store
currently in operation. This Store is located at 868 Huntley Drive, West Hollywood,
CA 90069. Additional company owned stores may open in 2006 at the Westfield
Topanga mall in Canoga Park, at 3300 W. 6th St Los Angeles, CA 90020, and at the
Westfield Mall in Valencia, CA.
2005 PROJECTED OPENINGS
Franchise Projected
Agreements Franchised
Projected Company-Owned Units Opening in
State Signed But New Units in
Fiscal Year 2006
Units Not Fiscal Year
Opened 2006
California 0 10 1
Totals: 0 10 1
31
PINKBERRY STORE FRANCHISED UNITS STATUS SUMMARY FOR THE

FISCAL YEARS ENDING DECEMBER 31, 2005 / DECEMBER
31, 2004 / DECEMBER 31, 2003
Total Franchises
Cancelled Reacquired Left
from Operating
Not
State/Country Transfers
or Renewed by the System -
Left at Year
Terminated Franchisor Other
Columns End
California 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0
Total 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0 0/0/0
21. FINANCIAL STATEMENTS
Exhibit B contains our audited financial statements as of June 20, 2006. Our fiscal year
end is December 31.
22. CONTRACTS
The following agreements are attached as exhibits to this Offering Circular:
Exhibit A Franchise Agreement with Exhibits
Exhibit C Statement of Prospective Franchisee
Exhibit G Receipt of Offering Circular
23. RECEIPT
2 copies of an acknowledgment of your receipt of this Offering Circular appear as

Exhibit G. Please sign and date one copy and return it to us. Retain the other copy for
your records. You should also complete and return the Statement of Prospective
Franchisee {Exhibit C) to us before you sign any Franchise Agreement or pay any
sums.
32

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Sample UFOC

INFORMATION FOR PROSPECTIVE FRANCHISEES

REQUIRED BY THE FEDERAL TRADE COMMISSION Deparrm t

TO PROTECT YOU, WE'VE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS

THERE MAY ALSO BE LAWS ON FRANCHISING IN YOUR STATE. ASK YOUR

FEDERAL TRADE COMMISSION Washington, D.C. 20580

Pinkberry Franchising Company - UFOC - 05.2006

FRANCHISE OFFERING CIRCULAR

PINKBERRY FRANCHISING COMPANY

2212 West Washington Boulevard

We offer, and grant, to qualified applicants, a franchise to establish and operate a

THE FRANCHISE AGREEMENT PERMITS THE FRANCHISEE TO SUE US ONLY

THE FRANCHISE AGREEMENT STATES THAT CALIFORNIA LAW GOVERNS

THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE. THERE MAY

Information comparing franchisors is available. Call the state administrators listed in

The Effective Date of this Offering Circular is________________, unless otherwise

on an addendum for your state included in Exhibit D of this Offering Circular.

Pinkberry Franchising Company - UFOC - 05.2006

1. FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

5. INITIAL FRANCHISE FEE

8. RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

14. PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

15. OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION

OF THE FRANCHISE BUSINESS 25

16. RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

17. RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION

18. PUBLIC FIGURES

19. EARNINGS CLAIMS

Pinkberry Franchising Company - UFOC - 05.2006

20. LIST OF OUTLETS

21. FINANCIAL STATEMENTS

A. FRANCHISE AGREEMENT WITH EXHIBITS

C. STATEMENT OF PROSPECTIVE FRANCHISEE

D. STATE ADDENDA TO THE UFOC AND FRANCHISE AGREEMENT

E. OPERATIONS MANUAL TABLE OF CONTENTS

F. LIST OF STATE AGENCIES AND AGENTS FOR SERVICE OF PROCESS

Pinkberry Franchising Company - UFOC - 05.2006

1. THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor. Business Form. Names. Address

The Franchisor is Pinkberry Franchising Company. To simplify the language in this

Affiliates and Other Information

Pinkberry, Inc., an Affiliate of ours, was formed as a California corporation on January

Iceberry, Inc., an Affiliate of ours, was formed as a California corporation on

Pinkberry Production Company, an Affiliate of ours, was formed as a California

Pinkberry Franchising Company - UFOC - 6/2006

Our Business Activities and the Franchises to be Offered in this State

We offer, and award to qualified applicants, a franchise to establish and operate a

Pinkberry Franchising Company - UFOC - 6/2006

It is your sole responsibility, on an ongoing basis, to investigate and satisfy all

President - Hve Kvunq ("Shelley") Hwang

Pinkberry Franchising Company - UFOC - 6/2006

Chief Operating Officer - Kavlev Kim

No litigation is required to be disclosed in this Offering Circular.

5. INITIAL FRANCHISE FEE

1) the awarding of any future, additional or other franchise;

2) the renewal of this franchise and/or awarding of a successor franchise; any

3) any other event described in the Franchise Agreement as being conditioned in

Pinkberry Franchising Company - UFOC - 6/2006

Name of Fee11' Amount Due Date Remarks

Pinkberry Franchising Company - UFOC - 6/2006

NameofFee(1) Amount Due Date Remarks

by, at or in connection with your Pinkberry Store Franchise;