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Business Description

JBF is an Oklahoma corporation that was formed on August 26, 2003 for the purpose of franchising JBF's concept. JBF's principal place of business is 7633 E 63rd Pl, Suite 300, Tulsa OK 74133. We do not do business under any other name. JBF has no predecessors. M&S Wilburn Enterprises, LLC (our “Affiliate”) was formed in Oklahoma on October 15, 2013, and is located at 325 North Butternut Place, Broken Arrow, OK 74012. Our Affiliate may own Just Between Friends Consignment Sales Businesses of the type being franchised and may sell one or more of these Consignment Sales Businesses. Our Affiliate does not currently offer or has not previously offered franchises in this or any other line of business and does not provide products or services to franchisees. We do not engage in or offer franchises in any business other than the offer of franchises which provide children's and maternity clothing, toys and baby equipment, consignment sales events within a community twice yearly.

Prior Experience

Shannon Wilburn, along with her co-founder Daven Tackett, operated a consignment sale of used children's clothing, toys and other items under the name JBF of Tulsa, Inc. in Tulsa, OK from 1997 to June 2011. In 2003, JBF organized to franchise the consignment sale concept and their Tulsa consignment sale became a JBF Franchise. As of June 1, 2011, a reorganization of the ownership of JBF was completed, and 8 Shannon Wilburn became the sole owner of JBF in an effort to concentrate her efforts on growing JBF, while Daven and her husband, Paul, became the sole owners of the JBF Tulsa Franchise to focus on its growth. JBF's registered agent for service of process in Oklahoma is Shannon Wilburn, and JBF's registered office is JBF's principal executive office at 7633 E 63rd Pl, Suite 300, Tulsa OK 74133. JBF's agents for service of process in other states in which JBF has franchised is listed in Exhibit E to this Disclosure Document. JBF has no parents. JBF has not conducted business in any line of business other than the offer and sale of franchises of the type offered by this Disclosure Document.

Business Offered

JBF has developed and owns a unique system for the consignment sale of used maternity and children's clothing, toys and other items on consignment and perhaps other products and services occasionally. The franchise, offered by us, is a twice yearly children's and maternity consignment sales event where participants (consignors) make 60% to 70% (generally) of the sales of the items that they consign. Consignors choose what to sell, price it, according to specific guidelines and bring it to the venue for you to sell. JBF is in business to offer franchises for people who would like to own and run an event of this type. The market for businesses offering consignment of used maternity and children's closthing, toys and other items is well developed. JBF's direct competitors are those whose sole business is to hold an event for the sale of children's and maternity clothing, toys and baby equipment within the same territory of a franchise twice yearly. Children's consignment stores which have storefronts are indirect competition. Franchisees might also face indirect competition from online sales conducted by JBF and third parties. We also offer multi-unit development opportunities for the development of two or three Just Between Friends franchise units. If you are eligible for and elect to become a multi-unit franchisee with two or three locations, you will sign a franchise agreement, and the applicable two unit or three unit addendum attached as Exhibits M and N respectively, for each location at the time you enter into the first agreement with us. Accordingly, you will be signing the same form of franchise agreement (see Exhibit A and Exhibits M and N to Exhibit A) for each outlet to be developed as a multi-unit franchisee. There are no regulations specific to the operation of a JBF franchise, but you must comply with all local, state and federal employment, tax and safety laws, including but not limited to state and local laws regarding crib, bedding, and/or car seat sales. You must also comply with all general laws such as labor and employment laws. In addition, some jurisdictions have passed laws that require businesses to pay their employees a higher minimum wage than what is required under federal law, which laws may disproportionately affect franchised businesses.

Initial Fees

If you purchase one franchise unit, you must pay JBF an initial franchise fee of $17,900 payable in cash when you sign the Franchise Agreement. If you are eligible to and enter into a multi-unit development agreement for two franchise units, you must pay JBF initial franchise fees of $33,900 for the two units, payable in cash when you sign the Multi-Unit Development Agreement and Franchise Agreements. If you are eligible to and enter into a multi-unit development agreement for three franchise units, you must pay JBF initial franchise fees of $48,900 for the three units, payable in cash when you sign the Multi-Unit Development Agreement and Franchise Agreements. If you are a new franchise location as opposed to a transferee or renewing existing franchisee, before holding your first JBF Consignment Sales Event, you will also pay JBF a $1,500 New Franchise Technology License & Set-Up Fee for each location. Also, all locations pay Technology Fees in the amount of $1,968 annually per location, which fees are billed monthly in the amount of $164 per month per location. Generally, between one and six monthly technology fees will be due before your first JBF Consignment Sales Event. If you elect to have an existing, experienced JBF franchisee provide you with the optional At Event Existing Franchisee Coaching, you must pay the Program coaching fee which ranges from $1,750 to $2,850, depending on the days of coaching requested and the date of the request (See Note 6 to Item 7). These fees are not refundable. The reduced franchise fees for a Multi-Unit Development Agreement require payment of the initial fees and execution of all franchise agreements at the time you enter into the Multi-Unit Development Agreement. See Section 5.6. In some states, as a condition of registration in those states, JBF has agreed to defer the payment of the initial franchise fee until you have successfully completed the pre-opening training material requirements. The initial Franchise fees may not be uniformly imposed. Franchisees entering into a Multi-Unit Development Agreement pay reduced initial franchise fees, as set forth herein. In addition, JBF occasionally grants a reduction in the initial fees per franchise location for multi-location franchisees with an existing track record of holding successful consignment sales events. In fiscal year 2018, JBF did not discount any initial franchise fees. Corporate Affiliate units do not pay an initial franchise fee.

Financing

We do not offer any direct or indirect financing to you. We do not guarantee your lease or notes or other obligations. We do have a list of approved vendors who offer financing. Franchisees are not required to obtain financing or to use an approved vendor.

Franchisee Revenue and Profit

(1) The FTC's Franchise Rule permits a Franchisor to provide information about the actual or potential financial performance of its franchised and/or Franchisor-owned outlets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a Franchisor provides the actual records of an existing outlet you are considering buying; or (2) a Franchisor supplements the information provided in this Item 19, for example, by providing information about possible performance at a particular location or under particular circumstances. (2) The below financial performance representation is based on the historic information of existing outlets within the JBF system. All information presented is derived from information provided to JBF by existing franchisees, and JBF has not independently verified or audited the information provided to it. (3) Tables 1 and 2 show the annualized 2018 Gross Sales for the top ten and bottom ten franchise locations of all locations that conducted both a 2018 Spring JBF Consignment Sales Event and a 2018 Fall JBF Consignment Sales Event. For purposes of this Item 19, “Gross Sales” means all revenue from sales conducted at, from or through the JBF Consignment Sales Business (whether or not in compliance with this Agreement), whether from cash, check, credit and debit card, barter exchange, trade credit, or other credit transactions, but (1) excluding all federal, state, or municipal sales, use, or service taxes collected from customers and paid to the appropriate taxing authority; (2) excluding JBF Sales Event related agreement is intended to disclaim the representations JBF made in the Franchise Disclosure Document. u. Dispute resolution by arbitration or mediation Section17.7 All disputes (except injunctive relief) must be submitted to binding arbitration in Tulsa County, Oklahoma, and mediation is a condition precedent to filing an arbitration action. v. Choice of forum Section 17.7 Tulsa County, Oklahoma. (subject to state law) See Exhibit F to this Disclosure document for state specific disclosures. w. Choice of law Section 17.8 Oklahoma law applies except for matters regulated by the United States Trademark Act or to any other federal laws (subject to state law). See Exhibit F to this Disclosure document for state specific disclosures. 45 admission fees or entry charges collected; (3) excluding booth rental fees to an approved vendor or organization for booth space at a JBF Sales Event; and (4) reduced by the amount of any documented refunds, credits and discounts the JBF Consignment Sales Business in good faith gives to customers and your employees. (4) Tables 3 and 4 of this financial performance representation include average and median Gross Sales for all Spring 2018 and Fall 2018 JBF Consignment Sales Events and then provides information regarding expenses and income other than Gross Sales. The information presented in tables 3 and 4 is based on reports from all franchisees who conducted a sale during such period and provided reporting to JBF. JBF has not audited or independently verified the information provided by Franchisees. The information contained in this Item 19 may be useful in evaluating costs of sales, but does not reflect all costs that you will expend in connection with your sale. For example, due to a wide variance in labor practices across the system, labor costs are not included in Tables 3 and 4. Similarly, due to a variance in franchise royalty rates and brand marketing fund rates (not collected during 2018) pursuant to the terms of the various franchise agreements, franchise royalties and brand marketing fund contributions are not included in this Item 19. Each franchisee should do an independent investigation into the costs of sales in his or her anticipated territory. (5) The references below to spring sales events (Table 3) are events conducted in the period between January and June, and the references to fall sales events (Table 4) are events conducted in the period between July and December. (6) Written substantiation pertaining to these financial performance representations is available for inspection at our principal business address and will be provided upon reasonable request.