UFOC

Sample UFOC

-;l

COFFEE PERKS FRANCHISE, INC.

INFORMATION FOR PROSPECTIVE FRANCHISEES Required BY THE FEDERAL TRADE COMMISSION

TO PROTECT YOU, WE HAVE REQUIRED YOUR FRANCHISOR TO GIVE YOU THIS INFORMATION. WE HAVE NOT CHECKED IT. AND DO NOT KNOW IF IT IS CORRECT. IT SHOULD HELP YOU MAKE UP YOUR MIND. STUDY IT CAREFULLY. WHILE IT INCLUDES SOME INFORMATION ABOUT YOUR CONTRACT, DO NOT RELY ON IT ALONE TO UNDERSTAND YOUR CONTRACT. READ YOUR ENTIRE 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 HAS 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

Coffee Perks/ufoc-8

FRANCHISE OFFERING CIRCULAR

COFFEE PERKS FRANCHISE, INC.

a Florida Corporation

2985 Mercury Road

Jacksonville, Florida 32207

Telephone: (888)4-PERKS-l

www.coffeeperks.com

This franchise is for the establishment of a warehouse/industrial facility that will operated as a wholesale beverage distribution business under the "Coffee Perks" name, which will provide equipment, maintenance and products for Break room and Foodservice locations. Products and Services including such items as coffee, iced tea, bottle water, water filtration, vending, espresso/cappuccino, allied and related goods (i.e., paper, janitorial), fountain sodas, etc.

The base initial franchise fee is $18,000, and that amount will increase in increments of $40 for every 1,000 people residing in the defined area. No defined area will contain less than 500,000 people and the required initial purchases will be between approximately $1,500 and $5,000. The estimated initial investment required ranges from $116,100 to $213,700.

We may sell development rights to selected individuals or groups.

RISK FACTORS:

1. THE FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT REQUIRE THE FRANCHISEE TO ARBITRATE WITH THE FRANCHISOR ONLY IN FLORIDA. OUT OF STATE ARBITRATION MAY FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT MAY ALSO COST MORE TO ARBITRATE WITH THE FRANCHISOR IN FLORIDA THAN IN YOUR OWN STATE.

2. THE FRANCHISE AGREEMENT AND AREA DEVELOPMENT AGREEMENT STATE THAT THE LAW OF THE FRANCHISOR'S HOME STATE GOVERNS THE AGREEMENT, AND THIS LAW MAY NOT PROVIDE THE SAME PROTECTIONS AND BENEFITS AS LOCAL LAW. YOU MAY WANT TO COMPARE THESE LAWS.

3. THE FRANCHISOR HAS ONLY BEEN IN OPERATION FOR A SHORT PERIOD OF TIME, SINCE APRIL 2004. THEREFORE, THERE IS ONLY A BRIEF OPERATING HISTORY TO ASSIST YOU IN JUDGING WHETHER OR NOT TO MAKE THIS INVESTMENT.

4. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

INFORMATION ABOUT COMPARISONS OF FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATOR LISTED ON EXHIBIT 1 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 ON EXHIBIT 1.

THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE PROSPECTUS. HOWEVER, THE FRANCHISOR CANNOT USE THE

Coffee Perks/ufoc-8

NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS, WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS PROSPECTUS.

Effective Date: _____________

FOR USE ONLY IN THE STATE OF CALIFORNIA

Coffee Perks/ufoc-8

TABLE OF CONTENTS

ITEM1.........................................................................................................................................................1

THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES.........................................................1

ITEM 2.........................................................................................................................................................2

BUSINESS EXPERIENCE.......................................................................................................................2

ITEM 3.........................................................................................................................................................3

LITIGATION............................................................................................................................................3

ITEM 4.........................................................................................................................................................3

BANKRUPTCY........................................................................................................................................3

ITEM 5.........................................................................................................................................................3

INITIAL FRANCHISE FEE.....................................................................................................................3

ITEM 6.........................................................................................................................................................4

OTHER FEES...........................................................................................................................................4

ITEM 7.........................................................................................................................................................6

INITIAL INVESTMENT..........................................................................................................................6

ITEM 8.........................................................................................................................................................9

RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES....................................................9

ITEM 9.......................................................................................................................................................11

FRANCHISEE'S OBLIGATIONS.........................................................................................................11

ITEM 10.....................................................................................................................................................12

FINANCING...........................................................................................................................................12

ITEM 11.....................................................................................................................................................13

FRANCHISOR'S OBLIGATIONS.........................................................................................................13

ITEM 12.....................................................................................................................................................18

TERRITORY...........................................................................................................................................18

ITEM 13.....................................................................................................................................................21

TRADEMARKS.....................................................................................................................................21

ITEM 14.....................................................................................................................................................22

PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION...........,......................................22

ITEM 15.....................................................................................................................................................23

OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS..............................................................................................................................................23

ITEM 16.....................................................................................................................................................24

Coffee Perks/ufoc-8 i

RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL..........................................................24

ITEM 17.....................................................................................................................................................24

RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION.....................................24

ITEM 18.....................................................................................................................................................28

PUBLIC FIGURES.................................................................................................................................28

ITEM 19.....................................................................................................................................................28

EARNINGS CLAIMS.............................................................................................................................28

ITEM 20.....................................................................................................................................................28

LIST OF OUTLETS................................................................................................................................28

ITEM 21.....................................................................................................................................................31

FINANCIAL STATEMENTS.................................................................................................................31

ITEM 22.....................................................................................................................................................31

CONTRACTS.........................................................................................................................................31

ITEM 23.....................................................................................................................................................31

RECEIPT.................................................................................................................................................31

EXHIBITS:

Exhibit 1 - State Administrators/Agents for Service of Process

Exhibit 2 - State Specific Addendum

Exhibit 3 - Franchise Agreement with Exhibits

Exhibit 4 - Area Development Agreement

Exhibit 5 - List of Franchisees

Exhibit 6 - List of Franchisees Who Have Left the System

Exhibit 7 - Table of Contents of Operations Manual

Exhibit 8 - Financial Statements

RECEIPT

Coffee Perks/ufoc-8

ITEM 1 THE FRANCHISOR, ITS PREDECESSORS AND AFFILIATES

The Franchisor

Coffee Perks Franchise, Inc. ("we", "our" or "us") is a Florida corporation that was formed on December 22, 2003 and has its principal place of business at 2985 Mercury Road, Jacksonville, Florida 32207. We do business under our corporate and under our trade name "Coffee Perks." We will refer to the person who buys this franchise as "you" throughout this Offering Circular. If the franchise purchaser is a business entity, "you" also includes each partner, shareholder and/or other owner of that entity.

We are offering franchises for establishment of a warehouse/industrial facility that operates as a wholesale beverage distribution business under the "Coffee Perks" the name (the "Facility" or "Franchised Business") that provides equipment, maintenance, and products for break room and foodservice locations. You will offer products and services that include coffee, iced tea, bottled water, water filtration, vending, espresso/cappuccino, allied and related products, fountain beverages and residential services as ("Products and Services"). Our affiliate company, H & R Coffee Co., Inc. ("H & R"), is owned by our founder who purchased it in 1993, but which had been operating a similar business in the Jacksonville since 1988, and continues to do so. In addition, our founder acquired SunBelt Coffee and Water Service in 1999, and which is now a wholly owned subsidiary of H & R. We have never offered franchises in any other line of business. We will begin offering franchises in April of 2004. Our agents for service of process are listed in Exhibit 1.

Our Affiliate/Predecessor

We have no predecessor, but one affiliate, H & R dial: SunBelt Coffee & Water Service, a Florida corporation currently located at our headquarters. H & R will offer Products and Services, and some training services to you, and will sell Products and Services in Northern Florida. H & R has never sold, nor does it intend to sell, franchises.

The System

Our system includes warehouse and facilities design; distribution methods; logistics; customer equipment maintenance; sales and marketing techniques; Products and Services, materials and supplies; methods, uniform standards, specifications and procedures for operations; procedures for management control; training and assistance; industry education; merchandising, advertising and promotional programs, all of which may be changed, improved and further developed (the "System").

The System is identified by certain trade names, service marks, trademarks, logos, emblems and indicia of origin, including the mark "Coffee Perks" as is now designated and may in the future be designated by us in writing for use with the System (the "Proprietary Mark"). Franchisees will have the opportunity to market break room and/or food service programs. Defined territories purchased by our franchisees will dictate market segments that our franchisees will provide. Markets with more hospitality or tourism locations can provide foodservice programs. Markets that comprise professional and industrial businesses can provide Break room services. Our Products and Services are not new. However, they usually are not offered by one company like "Coffee Perks". "Coffee Perks" is the single source for Break room services for our franchisees. Some products like coffee, water and sodas do experience a slight surge in consumption during seasonal months. However, the diversity of products provided by "Coffee Perks" allows for monthly business stability and residual income.

Coffee Perks/ufoc-8

We will offer "Coffee Perks" Facility franchises to operators, who will operate a Facility at industrial locations which must have warehouse, office space, a loading dock and a ramp.

We may offer people the opportunity to develop more than one Facility within a given area. This area may be multiple cities or an entire state. Whether this happens will depend on the experience and financial capabilities of the particular developer.

The Franchise Offered

We offer you a franchise agreement (the "Franchise Agreement"), which gives you the right to establish and operate one Facility in a defined territory, at a location mutually approved by you and us (the "Approved Location"). The Franchise Agreement gives you the right to use the Proprietary Mark and the System solely with the operation of the Franchised Business, and solely at the Facility's Approved Location.

In general, the coffee and beverage business is very competitive. You will offer Products and Services to business and foodservice locations. The market for Products and Services is developing as businesses seek new products and services for everyday use and consumption and new suppliers of these products and services. You will compete with national food and grocery distributors, coffee roasters and bottled water producers that function as distributors and independent distributors. You will also compete with small-medium size independent operators located with in your territory.

Your business risks include economic factors, changing market conditions, public perception of coffee as a popular, healthy or desirable beverage, market demand, coffee and supplies (which is affected by valuation of the dollar and foreign currencies, actions of the international coffee cartel, weather in coffee producing countries, speculation in futures markets), availability of labor, financing, recession or depression, wars, strikes, national disasters and consumer advocacy groups. Coffee supply and prices are subject to volatile international and domestic markets, which could negatively impact your profitability.

Industry Specific Laws

The Franchised Business may be subject to state and local licensing requirements, permitting and certification laws and ordinances. In addition, a food manager's certification, health and sanitation, labor and employment laws, equipment manufacturing repair certification as required by Manufacturer, OSHA/ safety and worker's compensation compliance, will often be required. You should seek counsel or contact your state and local agencies as well as OSHA for detailed information about these laws and regulations. There are other laws of general applicability that could impact your operation.

ITEM 2 BUSINESS EXPERIENCE

President: Susan Lester Hartley She has been the President of H & R since 1993, and has

been our President since inception.

Vice President: Beverly L. Clearv She was the owner and founder of Beverly's Coffee

Service Inc., from 1994 to December of 2003, and which merged with H & R in 2004 where she is Vice President; she has been our Vice President since inception.

Coffee Perks/ufoc-8

Vice President: Michael P. Geary He was co-owner and co-founder of Beverly's Coffee

Service Inc., from 1994 to December of 2003, where he was also Vice President; serves as Vice President of H & R and has been our Vice President since inception.

ITEM 3 LITIGATION

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

ITEM 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.

ITEM 5 INITIAL FRANCHISE FEE

Franchise Agreement

You must pay to us a base initial franchise fee of $18,000, plus $40.00 per 1,000 people as defined in your territory by the most recent census, upon execution of the Franchise Agreement. This base initial franchise fee increases depending upon the population base of your designated territory, but since our smallest territory will contain a population base of 500,000 people, the lowest initial franchise fee will be $38,000. If you wish to own a larger territory, the initial franchise fee will increase by $40.00 for every 1,000 in population count. By way of example, if you choose a territory that has a population of 700,000, your initial franchise fee will be $46,000. The initial franchise fee, regardless of the amount is fully earned and is non-refundable. But, if you do not find an acceptable location for your Facility within 90 days from the date the Franchise Agreement is signed, we will terminate the Franchise Agreement and return your initial franchise fee less $5,000 for our reasonable out-of-pocket expenses, including attorneys' fees. If you fail to complete the training program to our satisfaction, we may elect to terminate the Franchise Agreement and return your initial franchise fee less $5,000 plus $500 per day for each of your representatives who we trained, to cover our reasonable out-of-pocket expenses, including the initial training program.

Area Development Agreement

In the event that we sell you an area to be developed containing multiple territories, we will charge a development fee that is based on the number of Franchised Businesses that can be opened within a particular area. The Development Fee is $18,000 multiplied by the number of "Coffee Perks" Facilities that you must develop during the development period. You will pay this total amount when you sign the Area Development Agreement, and each time you sign a Franchise Agreement for a Facility to be developed in your area, you will pay 50% of the base initial franchise fee. The development fee is not refundable under any circumstances.

Coffee Perks/ufoc-8

Initial Supplies and Inventory Purchases

You must buy from us or from our designated suppliers or manufacturers, your initial supplies and inventory of certain Products before you begin operating the Facility (but after you sign the Franchise Agreement). We estimate that it will cost you approximately between $1,500 and $5,000 for the initial supplies and inventory acquired from us (but the amount could be more).

ITEM 6 OTHER FEES

Name of Fee (1)

Amount

Date Due

Remarks

Continuing Service Fee

6% of Gross Revenue

Payable monthly on the 10^th day of the month

Gross Revenue means all sales derived from the Facility, except sales and excise taxes. We will debit your account on or after the 10^th day of the month for the prior month's Continuing Service Fee (and Advertising Fund contributions). Funds must be made available in your account for withdrawal. We may require payment other than by automatic debit, and you must comply with our payment instructions. If you do not report the Facility's Gross Revenue, we may debit your account for 120% of the last Continuing Service Fee that we debited. If the Continuing Service Fee we debit is less than the Continuing Service Fee you actually owe us, we will debit your account for the balance on a day we specify. If the Continuing Service Fee we debit is greater than the Continuing Service Fee you actually owe us, we will credit the excess against the amount we otherwise would debit from your account during the following month

Advertising (National and Regional)

2% of Gross Revenue

Payable monthly on the 10^th day of the month

This advertising contribution will be made when you begin operating. A portion of this contribution may be applied to your local advertising cooperative that may be established in the future by groups of franchisees.

Coffee Perks/ufoc-8 4

Name of Fee (1)	Amount	Date Due	Remarks
Local Advertising	2% of Gross Revenue.	You must spend this sum monthly	You must spend this amount on local advertising and promotion as we may direct.
Transfer	50% of the then current initial base franchise fee	Upon transfer	No fee is imposed for transfers to corporations owned 100% by you for the convenience of ownership. Fees are paid by the buyer
Renewal	$5,000	Before renewal	Payable before renewal of the Franchise Agreement
Additional Personnel Training	$500 per day,	15 days after billing	We do not charge any additional money for the initial training of your first two people (see Item 11). Additional training is provided, if necessary, for you, your managers or your employees
Additional and Refresher Training	$350 to $500 per day, depending on the location of the Facility and the level of experience of our representative	15 days after billing	This is for additional refresher training or on-the-job training you request
Audit	(a) the amount of the deficiency plus late payment charges; (b) if audit is due to non- reporting or understatement, then the cost of inspection is also your responsibility	15 days after billing	You pay twice the deficiency; if an audit reveals understatement of greater than 2% or if you fail to furnish information in a timely fashion, you pay twice the deficiency and can be terminated
Interest on Late Payments	Lesser of 2% per month or highest rate allowed by law	Upon billing	Payable on all overdue amounts
Costs and Attorneys' Fees	Will vary under circumstances	As incurred	Payable upon your failure to comply with the Franchise Agreement
Liquidated Damages	See footnote 2	15 days after termination

Coffee Perks/ufoc-8

Name of Fee (1)	Amount	Date Due	Remarks
Indemnification	Will vary under circumstances	As incurred	You must reimburse us if we are held liable for claims arising from your Facility's operations
Testing	Non-refundable fee for cost of testing	15 days after billing	This covers the cost of testing new products or inspecting new suppliers you propose. This can be paid by the supplier
Payments for Goods and Services	Cost of goods and services for Private Label/Proprietar y Products that we may sell in the future	Net 10 days	We have developed our own private label brand of proprietary products, and continue to develop these products and you will have to purchase from us or from our designated supplier

All fees are imposed by and payable to us, except for your local advertising expenses, and are non-refundable.

If we terminate the Franchise Agreement with cause, you must pay us liquidated damages equal to the present value (using the then-current 30-Year Treasury Bond rate) of the Continuing Service Fees you would have paid us on the product of (a) your Facility's average monthly Gross Revenue during its most recent 12 months of operation before the termination multiplied by (b) the number of months remaining in the Franchise Agreement had we not terminated it.

ITEM 7

INITIAL INVESTMENT

	Estimated Cost	Method of Payment	When Due	To Whom Payment Made	Refund ability
Initial Franchise Fee(l)	$38,000	Lump sum	On execution of Franchise Agreement	Us	Partially refundable (See Item 5)
Equipment, Furniture and Fixtures (2)	$30,000-$60,000	Cash and leases	50% on order; 50% on delivery	Us or Vendors	Nonrefundable
Real Property (3)	$4,500-513,500 (total for three months)	Monthly	As Arranged	Lessor	Nonrefundable
Leasehold Improvements; Construction Costs (4)	$5,000-$10,000	One Time Payment	As Arranged	Contractor	Nonrefundable
Signage (5)	$1,000-$3,000	As Arranged	As Arranged	Suppliers	Nonrefundable
Supplies and Inventory (6)	$1,500-$5,000	As Arranged	As Arranged	Us	Nonrefundable

Coffee Perks/ufoc-8

	Estimated Cost	Method of Payment	When Due	To Whom Payment Made	Refund ability
Grand Opening Advertising (7)	None	N/A	N/A	N/A	N/A
Travel and Initial Training (8)	$2,500 - $7,500	As Arranged	As Arranged	Suppliers of transportation, food, lodging	Nonrefundable
Insurance (9)	$2,000 - $5,000	As Arranged	As Incurred	Insurers	Nonrefundable
Zoning Expenses (10)	$100-$200
Utility/Security Deposits (11)	$1,000-$2,500	As Arranged	As Incurred	Lessor, Utility Companies	Refundable
Professional Fees(12)	$2,500 - $5,000	As Arranged	As Incurred	Professionals	Nonrefundable
Costs/Site Selection (13)	$1,500-$2,000	As Arranged	As Incurred	Lessor	Nonrefundable
Supplies (14)	$1,500-$2,000	As Arranged	As Incurred	Us and Vendors	Nonrefundable
Software Costs (15)	$15,000-$30,000	As Arranged	As Incurred	Us or Vendors	Nonrefundable
Royalties - 3 months	Not Calculable	Electronic Funds Transfer	Monthly	Us	Nonrefundable
Advertising Fees - 3 months	Not Calculable	Electronic Funds Transfer	Monthly	Us	Nonrefundable
Additional Funds (16)	$10,000-$30,000	As Arranged	As Incurred	Various vendors and employees	Nonrefundable
TOTAL (17)	$116,100-$213,700

1 Franchise Fee. The initial franchise fee is discussed in detail in Item 5 and will increase

depending upon your territory size, but for a territory that contains 500,000 people, the initial franchise fee is $38,000. This fee may be different if development rights are purchased. This development fee is discussed in detail in Item 5.

2 Equipment, Furniture and Fixtures. Your equipment, furniture and fixtures consist of the

following items: a specifically designed truck or trucks which we recommend that you lease rather than purchase, lettered to our specifications; forklift and other warehouse equipment, miscellaneous office equipment, such as computers, and printers, handheld computers and mobile printers, copier, fax machine, telephone, desks and chairs; you will also be required to keep certain equipment at your customer's locations, such as coffee brewers, bottle water coolers, water filtration systems, vending machines, repair parts, tools and miscellaneous

Coffee Perks/ufoc-8 7

accessories. Some equipment may be financed or leased depending upon your creditworthiness. We recommend that you try to lease or finance as much of the equipment cost as possible.

3 Real Property. Initially you will need approximately between 1,500 and 5,000 square feet of interior warehouse space for your Facility, which should be located in a high end industrial or commercial space. At some point in time you may need to expand to 10,000 square feet, but not at the inception of your Franchised Business. The cost per year for leasing commercial space varies considerably depending upon the location and market conditions affecting commercial property. We estimate the costs of leasing commercial space to be anywhere from $18,000 to $54,000 per year. This figure does not include the cost of electric or any other charges. Security deposits could be one to three months as additional rent, which may be required by the Lessor.

4 Construction Costs. You will need to install plumbing, lighting and electrical systems, possibly a ramp, phone and electronic lines, carpeting and painting that comply with our specifications. The cost will vary depending on the condition of the Facility and the amount of construction work and/or dollars negotiated from the landlord.

5 Signage. You may need to install exterior signage.

6 Supplies and Inventory. You must purchase your opening supplies and inventory from us or from our designated suppliers or manufacturers.

7 Grand Opening Advertising. There is no need in this business to conduct a grand opening advertising campaign, but if you choose to do so, we must approve all materials that you will use.

8 Training. You will have salary, travel and lodging expenses. You will also have expenses associated with our initial training program. For this training program, we provide instructors and instructional materials, but you will need to arrange for transportation, lodging and food for yourself and up to one employee and for any wages for those employees. The cost will depend on the distance you must travel and the type of accommodations you choose. In addition, and at our option, we may send between one and three of our staff members to your Facility to assist you in setting up. You will be responsible for paying us for our airfare, lodging, local transportation and food for our staff members during the time they are at your Facility.

9 Insurance. The figures in the chart are your initial annual premiums of $2,000 to $5,000. In rare cases, you will have to pay the entire annual premium in a lump sum; generally you pay your premiums quarterly or semi-annually. You insurance premiums will increase if you add additional vehicles and increase in your sales volume.

10 Zoning. Unless you must get a variance, waiver or otherwise change current zoning conditions for your location, you have a zoning expense of approximately $100 to $200.

11 Utilities. We estimate that you will need to provide deposits for utilities. The amount of these deposits will vary depending upon the practices of the utility companies. In addition, you may have to give your landlord one to three months of rent as a security deposit.

12 Professional Fees. You will need to have an attorney and an accountant and possibly other professionals.

Coffee Perks/ufoc-8

13 Real Estate Broker. The landlord typically pays an independent real estate broker's commissions.

14 Supplies. Includes your initial supply of sales and marketing materials that will be purchased from us.

15 Software Costs. You must purchase a proprietary software package designated by us when you purchase the Franchised Business.

16 Additional Funds. You will need capital to support ongoing expenses, such as payroll, utilities, and local advertising if these costs are not covered by sales revenue for your first three months of operation. New businesses often generate a negative cash flow. We estimate that the amount given will be sufficient to cover ongoing expenses for the start-up phase of the business, which we calculate to be three months. This is only an estimate and there is absolutely no guarantee or assurance that additional working capital will not be necessary during this start-up phase or anytime after that. In fact, there is a very good chance that you will need additional working capital.

17 Total Capital Required. We relied upon our principals' 60 plus years of combined experience in this business when preparing these figures. However, these figures are merely estimates and there is no assurance that additional working capital will not be necessary during this initial three month phase or at any time after the initial three months.

If we sell you development rights, your initial investment will not be different than as stated in this Item, with the exception of the Development Fee. The reason for this is because an area developer has to open at least one Facility, which will serve as his/her base of operations.

ITEM 8 RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

Our reputation and goodwill is based on, and can be maintained only by, the sale of high quality services and products and the presentation, packaging, service, sale and distribution of those services, products and materials in an efficient and appealing manner. We have developed standards and specifications for Coffee Perks as a distributor of high quality beverage products including various services, products, materials and supplies sold at or used in the operation of our Facilities. You must operate your Facility according to these standards. These standards will regulate the types, models and brands of required fixtures, furnishings, equipment, signs, materials and supplies to be used in operating your Facility, required or authorized equipment, products and services offered to customers and product categories and designated or approved suppliers of these items (which may be limited to us). Currently, you must purchase your entire supply of Products from us or from a designated supplier, which may include H & R. We will derive revenue from this purchase, regardless of whether it is from us or our designated supplier, who may be H & R. Equipment that you use, such as your motor vehicles and provide to your customers for use at there locations must also be purchased from us or from a designated supplier or manufacturer. Specialty items like logo shirts, hats and other promotional products must be purchased from us or from suppliers we designate.

There may be other goods, services, supplies, fixtures, equipment, inventory, computer hardware and software, vehicles, or real estate relating to the establishment or operation of your Facility that you must purchase or lease from a designated supplier or us. The cost of those items that you must purchase from us or our designated suppliers in relation to the entire initial purchases represents between a

Coffee Perks/ufoc-8

minimum of 35% and 50% of your total purchases in connection with the establishment of your Franchised Business, and in operating your Franchised Business, between a minimum of 50% and 75%. You are at all times obligated to purchase or lease, equipment, both for you and your customers, including furnishings, products and related supplies that meet our minimum standards and specifications or are from suppliers that we have recommended, designated and/or approved. For example, you can only operate your Franchised Business using the Products and Services. We will notify you in our Confidential Operations Manual (the "Manual") or other communications of our standards and specifications and/or names of approved suppliers. There may be situations where you can obtain items from other suppliers who can satisfy our requirements and, may be considered an approved supplier. We negotiate purchase arrangements with suppliers (including price terms) for your benefit, and currently have sources in place for much of the Products.

If you want to use any product, or render any service that does not comply with the standards of the System or is to be purchased from a supplier that has not yet been approved, you must first submit a written request for approval of the proposed supplier and obtain our approval of the supplier before purchasing any items from this supplier. We will charge you a reasonable non-refundable fee (not to exceed $1,000 per request) to cover the costs we incur in making this determination and will, within a reasonable time (within 30 days), notify you of our decision. We will establish procedures for submitting requests for approval of items and suppliers and may impose limits on the number of approved items and suppliers. Approval of a supplier may be conditioned on requirements relating to product quality, production and delivery capabilities, ability to meet our supply commitments, financial stability, integrity of standards of service, familiarity with our System and ability to negotiate favorable terms for our franchisees. We do not generally make available to you these criteria for supplier approval.

You must agree to offer for sale products, materials and services approved by us and only those products and services approved by us. All products and services approved by us must be offered for sale on a continuous basis within your territory at the time and in the manner required by us. No sale of any product, or service except those products, and services approved by us may be solicited, accepted or made at or from your Franchised Business or your territory. If requested by us on at least 30 days' notice as part of a general program or standardization effort by us, the marketing of a product, material or service or vendor must be discontinued. Then this product ceases to be an approved product or service.

You must at all times maintain an inventory of Products sufficient in quantity and variety to realize the full potential of the current distribution demands of your Franchised Business. The full potential of your Franchised Business will be determined only after you build a customer base and are operational for more than six months.

We may conduct market research and testing to determine consumer trends and salability of new products, and services. You may also be required to work with designated vendor representatives to introduce new products or equipment at customer's locations. You must cooperate by participating in our market research programs, test marketing new products and services and providing timely reports and other relevant information regarding marketing research. In connection with this test marketing, you must purchase a reasonable quantity of products to be tested and effectively promote and make a reasonable effort to sell these products, materials and services.

You may not: (a) sell any product or service at or from any place except from within your territory or (b) prepare or deliver any product at any place other than from within your territory, except that you may sell the products and services approved by us at special events that have been approved in advance.

Coffee Perks/ufoc-8

In addition to the purchases or leases described above, you must obtain and maintain, at your own expense, the insurance coverage that we require. We may regulate the types, amounts, terms and conditions of insurance coverage required for your Facility and standards for underwriters of policies providing required insurance coverage; our protection and rights under these policies as an additional named insured; required or impermissible insurance contract provisions; assignment of policy rights to us; periodic verification of insurance coverage that must be furnished to us; our right to obtain insurance coverage at your expense if you fail to obtain required coverage; our right to defend claims; and similar matters relating to insured and uninsured claims.

You currently must maintain, in the amounts we prescribe, the following insurance coverage: (1) comprehensive public liability insurance and comprehensive product liability insurance against claims for bodily and personal injury, death, and property damage caused by or occurring in conjunction with the operation of your Facility or your conduct of business under the Franchise Agreement under one or more policies of insurance containing minimum liability coverage prescribed by us; (2) general casualty insurance including fire and extended coverage, vandalism, theft, burglary and malicious mischief insurance for the replacement value of your Facility and its contents; (3) Workers' Compensation or other employer's liability insurance as well as such other insurance as may be required by statute or rule in the state in which your Facility is located; (4) business interruption and rent insurance for a period adequate to re-establish normal business operations with coverage adequate to coincide with the value of your Facility premises and its contents; (5) automobile liability coverage, including coverage of owned, non-owned and hired vehicles; and (6) comprehensive plate glass insurance, if applicable. You must maintain all required policies in force during the entire term of the Franchise Agreement and any renewal terms. We may periodically increase or decrease the amounts of coverage required under these insurance policies and require different or additional kinds of insurance at any time, including excess liability insurance, to reflect inflation, identification of new risks, changes in law or standards of liability, higher damage awards, or other relevant changes in circumstances. Each insurance policy must name us (and, if we request, our directors, employees or shareholders) as additional insured and must provide us with 30 days' advance written notice of any material modification, cancellation or expiration of the policy.

ITEM 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.

Obligation	Article in Franchise Agreement	Article in Area Development Agreement	Item in Offering Circular
(a) Site selection and acquisition/lease	Article III	Article II	Items 7 and 11
(b) Pre-opening purchases/lease	Article III	N/A	Items 5, 7, 8 and 11
(c) Site development and other pre-opening requirements	Article III	N/A	Items 7 and 11
(d) Initial and ongoing training	Article VI	N/A	Items 6, 7 and 11

Coffee Perks/ufoc-8 11

Obligation	Article in Franchise Agreement	Article in Area Development Agreement	Item in Offering Circular
(e) Opening	Article III	Article I	Item 11
(f) Fees	Articles II, IV, V and XVI	Article III	Items 5, 6, 7 and 11
(g) Compliance with standards and policies/Operations Manual	Articles VIII AndX	N/A	Items 8, 11, 14 and 16
(h) Trademarks and proprietary information	Articles IX and X	N/A	Items 13 and 14
(i) Restrictions on products/services offered	Articles I, VIII and XX	N/A	Items 8 and 16
(j) Warranty and customer service requirements	Article XX	None	None
(k) Territorial development and sales quotas	Article XXIV	Article I	Item 12
(1) On-going product/service purchases	Article VIII	N/A	Item 8
(m) Maintenance, appearance and remodeling requirements	Article VIII	N/A	None
(n) Insurance	Article XII	N/A	Items 7 and 8
(o) Advertising	Article V	N/A	Items 6, 7 and 11
(p) Indemnification	Article XXI	Article IX	Item 6
(q) Owner's participation/ management/staffing	Articles VI and Vin	Article I	Items 11 and 15
(r) Records/reports	Article IV	N/A	Item 6
(s) Inspection/audits	Articles in, IV, vn, vm, ex and XI	N/A	Item 6
(t) Transfer	Article XVI	Article VI	Items 6 and 17
(u) Renewal	Article II	Article I	Items 6 and 17
(v) Post-termination obligations	Article XIV	Article V	Item 17
(w) Non-competition covenants	Article XV	Article V	Item 17
(x) Dispute resolution	Article XXIII	Article VIII	Item 17

ITEM 10 FINANCING

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

Coffee Perks/ufoc-8

ITEM 11 FRANCHISOR'S OBLIGATIONS

Except as listed below, we need not provide any assistance to you.

Before you open your Facility, we will:

1. Use our best efforts to assist you in evaluating a suitable location for your Facility and, after you have selected and we have approved the site, designate your exclusive area or territory. The site must meet our criteria for number of businesses in the surrounding area, size and cost of the property and other similar factors, including our best business judgment. We may reject any proposed location in our sole discretion. If a mutually agreeable site for your Facility has not been located within 90 days after we sign the Franchise Agreement, we shall have the right to terminate the Franchise Agreement and, at our option, we will refund the initial franchise fee you paid, less $5,000 to cover our expenses (Franchise Agreement - Section 3.1).

We require that certain terms be contained in a lease, which you sign for your Facility. We will not negotiate your lease for you; you must do that yourself with the assistance of your own attorney. We may reject any lease which does not contain provisions which do not meet our standards, specifications and guidelines relating to non-competition on the premises, signage, hours of operation, insurance, default, assignment, subletting and renewal options (Franchise Agreement - Exhibit B).

2. Consult with you regarding the construction of the warehouse and office design of your Facility or interior leasehold improvements. Provide you with model plans and specifications based on typical configurations for the layout of your Facility, including lists and specifications of approved furniture, fixtures, equipment and signs needed to outfit and furnish your Facility in accordance with our uniform image and standards (Franchise Agreement - Section 3.3).

3. Lend you one copy of the Manual (Franchise Agreement - Section 7.1C).

4. Train up to two people, including you and/or your designated manager, the cost of which is included in your initial franchise fee (Franchise Agreement - Section 6.2). This training is described in detail later in this Item.

5. We may, at our option, provide, in addition to or in conjunction with the initial training program, assistance in the opening of your Facility for a period of two days before its opening (Franchise Agreement - Section 7.1 A).

6. Arrange for you to purchase your initial supply of Products from us or from our designated supplier (Franchise Agreement - Section 7.IE).

7. Provide you with our directories of franchisees and Approved Suppliers (Franchise Agreement - Section 7.5).

During the operation of your Facility, we will:

Coffee Perks/ufoc-8

1. Provide guidance and assistance in the operation of your Facility. Such guidance may be provided in the form of weekly correspondence, electronic e-mail, quarterly field visits, periodic telephone or written communications, and will cover topics such as products or services to be offered to customers; route and service maintenance; product distribution; improvements and developments in your Facility; pricing; administrative, bookkeeping, accounting and inventory control procedures; sales & marketing, and operating problems encountered by you (Franchise Agreement - Section 7.IB).

2. Issue, modify and supplement standards for the System that may regulate any one or more of the following regarding your Facility: (a) hours of operation, (b) marketing and sale of Products and Services, (c) instructions on the performance of specific employees' duties, (d) installation and maintenance of equipment, (e) checklists, (f) records preparation and retention, (g) general rules and regulations for employees, and all other matters that in our sole judgment require standardization and uniformity in all Facilities (Franchise Agreement -. Section 7.ID).

3. Maintain an advertising fund ("Fund"). When we establish this Fund, you will be required to pay a monthly, non-refundable Advertising Fee to the Fund equal to 2% of your monthly Gross Revenue from your Franchised Business. The Fund will be used for national and/or regional advertising, publicity and promotion relating to our business. We will determine, in our fully unrestricted discretion, the manner in which the Fund will be spent. Some portion of the Fund may be used for creative concept production, marketing surveys, test marketing and related purposes. We have the right to direct all advertising activities with sole discretion over creative concepts, materials and media used, as well as their placement and allocation. We also have the right to determine, in our sole discretion, the composition of all geographic and market areas for the implementation of these advertising and promotional activities. The Fund is intended to maximize general public recognition in all media, of the Proprietary Mark and patronage of "Coffee Perks" franchises and we have no obligation to ensure that expenditures of the Fund in or affecting any geographic area are proportionate or equivalent to payments of the Advertising Fee by franchisees operating in that geographic area, or that any franchisee will benefit directly or in proportion to the Advertising Fees paid for the development of advertising and marketing materials or the placement of advertising. No amount of the Fund will be spent for advertising that is principally a solicitation for the sale of franchises. We have the right to reimburse ourselves out of the Fund for the total costs (including indirect costs) of developing, producing and distributing any advertising materials and collecting the Advertising Fee (including attorneys', auditors' and accountants' fees and other expenses incurred in connection with collecting any Advertising Fee) and in addition, for the services provided, we will receive out of the Fund an administrative fee equal to 10% of the amounts actually expended to cover our services, salaries, supplies and overhead expenses.

Facilities owned by us will be required to pay the Advertising Fee on the same basis as you. Funds from the Advertising Fees paid will be kept separate and distinct and will be accounted for separately from our other funds. These funds will not be used to defray any of our general operating expenses, except as described in the paragraph above. We will prepare, and furnish to you upon written request, an annual statement of funds collected and costs incurred. In calendar year ending December 31, 2003 no funds were spent since the Fund did not exist.

Coffee Perks/ufoc-8

You must spend 2% of Gross Revenue, for local advertising and promotion in accordance with the Manual. This advertising and marketing must be placed in publications, including sponsorships that we designate or approve using our advertisements adjusted for your local market. These ads must be submitted for our approval two weeks before use. You must periodically provide us with verification of all expenditures for local advertising, marketing and promotion within 30 days after we request it.

In addition to the Advertising Fee and in place of your individual local advertising, marketing and promotional expenditures, if the cooperative amounts are at least as much as your local advertising and promotion contribution, if an advertising cooperative is formed by our franchisees and approved by us, you must agree to contribute to the cooperative the amount agreed upon by a majority of the members of the cooperative, to pay that amount to the advertising cooperative and the times agreed upon by the majority, and abide by the cooperative's rules. The cooperative will determine who will administer the cooperative. The written governing documents will be available for review by you. Cooperatives need not prepare annual or periodic financial statements, but if they are prepared, you may review them. We will not have the power to require cooperatives to be formed, changed, dissolved or merged.

You are not required to spend any amount for grand opening advertising. You must also advertise the name and location of your Facility continuously in the classified or Yellow Pages sections of recommended local telephone directory distributed within your area under the listing of "Coffee or Beverage Service" or related categories or such other listing as may be approved by us. This amount shall be part of your local advertising expenditures.

There is presently no advertising councils composed of franchisees, but there may be such councils in the future. Once there are at least 10 Franchised Businesses in operation, we will create an advertising council comprised of franchisees and a company representative. This council will vote on advertising policies for the Fund.

Site Selection and Opening

We estimate that between 90 and 120 days will elapse from the date of execution of the Franchise Agreement to the opening of your Facility for business. Under the Franchise Agreement, your Facility must be opened for business not later than 60 days after you sign your lease for your Facility, subject to our approval. You may not open your Facility for business until: (1) you have complied with all requirements regarding site selection, leasing of the site and construction of the Facility; (2) we determine that your Facility has been constructed, decorated, furnished, equipped and stocked with materials and supplies in accordance with plans and specifications we have approved; (3) the initial training program we provided has been completed to our satisfaction by all required persons; (4) the initial franchise fee and all other amounts due to us have been paid; (5) you have furnished us with all certificates of insurance required by the Franchise Agreement; (6) you have obtained all required governmental permits, licenses and authorizations necessary for the operation of your Facility; (7) you are in full compliance with all the terms of the Franchise Agreement; and (8) all items in our opening checklist have been complied with to our satisfaction. The factors which we consider in approving your location include the number of residential homes, business & foodservice locations meeting our criteria, and projected growth, size and cost of property, competition and other similar factors.

Training Programs

Before the Facility's opening, after you sign your Franchise Agreement and sign your lease, we will provide a mandatory training program for the operation of your Facility to you and/or your designated manager or other employee, for a total of two people. Two weeks of training will be

Coffee Perks/ufoc-8

conducted at the a place we designate, which is currently in Jacksonville, Florida, and will take place at least 21 days before opening your Facility for business, but not before execution of the Franchise Agreement. If you fail to complete the training program to our satisfaction, we may elect to terminate the Franchise Agreement and return all but $5,000 of your initial franchise fee to you, plus $500 per day per representative who was trained by us. The cost of the training program is included in your initial franchise fee and will be provided to you (or your manager) and up to one other employee (for a total of two people). However, you will be responsible for all costs of travel, food, lodging and other incidental expenses incurred by you and your employees who attend the training program. (Franchise Agreement -Section 6.2.) At our option we may send our personnel to your Exclusive Territory to lend assistance to ensure that the skills and procedures learned during the training program are correctly applied in the field.

At your request, we will also provide you with additional training programs, refresher courses or "on-the-job" training at a mutually convenient time. You must pay us our then-current per diem fee (which is currently $350 to $500, depending on the location of your Facility and level of experience of the representative) for each of our representatives conducting such training for each day such training continues. You must also pay all expenses of travel, lodging and meals incurred by our representatives. (Franchise Agreement - Section 6.2.)

There currently are no fixed (i.e., monthly or bi-monthly) training schedules. The instructional material used during training is our Confidential Operations Manual. We project the following training schedule:

Subject	Time	Instructional Material	Hours of Classroom Training	Hours of On-the-job Training	Instructor
Corporate Overview	7:30 a.m.	To be developed	2 hours	0	To be determined
Break Room Services Overview	9:30 a.m.	To be developed	6 hours	0	To be determined
Food Service Program	7:30 a.m.	To be developed	4 hours	0	To be determined
History of Coffee- Coffee Production- the Art of Brewing a Great Cup of Coffee	2:00p.m.	To be developed	2 hours	0	To be determined

Coffee Perks/ufoc-8

Subject	Time	Instructional Material	Hours of Classroom Training	Hours of On-the-Job Training	Instructor
Route Distribution-Client Services-Equipment Maintenance	7: 30 a.m.	To be developed	6 hours	32 hours	To be determined
New Account Sales & Marketing-Existing Account Development	7:30 a.m.	To be developed	8 hours	8 hours	To be determined
Purchasing, Receiving and Warehouse Logistics	7:30 a.m.	To be developed	2 hours	4 hours	To be determined
Office Administration-Finance and Accounting	7:30 a.m.	To be developed	2 hours	4 hours	To be determined

We expect that for the first group of franchisees, the persons described in Item 2 will do the training. Computer Systems and Software

You must purchase or lease approved computer hardware and software specified by us, and which will include handheld computers. This system will be industry related and compatible for corporate communications. Systems required are dedicated telephone and power lines, modems, printers, handheld computers and printers for route distribution, for the purpose or recording financial, transactional and customer data and communicating data to us. We will require the use of our proprietary software, as well as Microsoft Windows, Adobe Acrobat, Win Zip, Anti Norton Virus and firewalls. The required computer equipment shall permit 24 hours, 7 day per week electronic communications between you and us. To ensure operational efficiency and optimum communication capability among POS and computer system, you will keep, at your own expenses, all equipment and computers in good maintenance and repair and promptly install additions and upgrades as required. Internet Service Provider required recommending tl connection and e-mail.

We are currently using In-One Technology and National Data Inc. for hardware and software support. Newsouth Communications currently provides phone line service and Internet connection. We are currently in the process of evaluating the newest technology available in our industry to designate an approved supplier for these services for our corporate and franchisee use.

Coffee Perks/ufoc-8

There are no contractual obligations limiting the frequency or cost of your obligation to acquire upgrades and updates or to replace obsolete or worn out hardware or equipment. We reserve the right to develop our own proprietary software and require you to use it in the operation of your Franchised Business.

We intend to have independent access to the information and data collected and/or generated by your computer. We intend to collect primarily sales based data from our franchisees on a monthly basis. Annually, we require an independent prepared financial statement as it pertains to your "Coffee Perks" operations.

Attached to this Offering Circular, as Exhibit 7 is the Table of Contents of the Confidential Operations Manual.

ITEM 12 TERRITORY

Franchise Agreement

The Franchise Agreement grants you the right to operate your Facility only at the Approved Location. If, at the time of execution of the Franchise Agreement, a location for your Facility has not been obtained by you and approved by us, you will be given an area in which you may obtain your Approved Location. We will grant you an exclusive territory. Your exclusive territory gives you location exclusivity. We (and any affiliates that we periodically might have) will not establish, nor allow another franchise owner to establish, another Facility located within the area that makes up your territory ("Exclusive Territory"). Your Exclusive Territory will be based upon the population in your area. The minimum territory size will consist of a population base of 500,000. You must obtain a location, subject to our approval, as provided in the Franchise Agreement. We will delineate your Exclusive Territory by zip code and/or other geographic boundaries.

During the term of the Franchise Agreement, we (and any affiliates that we periodically might have) have the right:

(1) to establish and operate, and grant rights to other franchise owners to establish and operate, Facilities or similar businesses at any locations outside your Exclusive Territory and on any terms and conditions we deem appropriate;

(2) to sell the Products and Services identical or similar to, or dissimilar from, those you sell, whether identified by the Proprietary Mark or other trademarks or service marks through any distribution channels we think best (including mail order and the Internet), wherever located or operating (including within your Exclusive Territory), except not through Facilities (other than your Facility), the physical premises of which are located within your Exclusive Territory;

(3) to sell any Products or Services through any distribution channels we think best (including mail order and the Internet), wherever located or operating (including within your Exclusive Territory), except not through facilities (other than your Facility), the physical premises of which are located within your Exclusive Territory;

Coffee Perks/ufoc-8

(4) to purchase or otherwise acquire the assets or controlling ownership of one or more businesses identical or similar to your Franchised Business (and/or franchise, license, and/or similar agreements for such businesses), some or all of which might be located anywhere, including within your Exclusive Territory. If there is such a purchase or other acquisition, we will (a) with respect to those businesses which are in your Exclusive Territory and are not franchised or licensed, (i) offer to sell these businesses to you or to any third party at their fair market value to be operated under our System, or (ii) offer you the opportunity to operate those businesses in partnership with us (or our affiliate) under their original trade identities or a different trade identity that does not include the Proprietary Mark. We have the right to choose which of these alternatives we think best; (b) with respect to those businesses which are franchised or licensed, act as franchisor and/or licensor of those businesses in compliance with the then-effective franchise and/or license agreements;

(5) to be acquired (regardless of the form of transaction) by a business identical or similar to "Coffee Perks" Franchised Businesses, even if the other business operates, franchises and/or licenses competitive businesses within your Exclusive Territory; and

(6) to engage in any other business activities not expressly prohibited by the Franchise Agreement, both within and outside your Exclusive Territory.

You may relocate your Franchised Business within your Exclusive Territory only with our prior written approval. Our approval will be based upon many factors, including the viability of the then-current location and demographics (including number of businesses, size of the space and rental costs relating to the proposed location). You may not relocate your Franchised Business without our prior approval. This approval should not be construed as an assurance or guaranty that the new site will be successful. Our approval is based on certain limited set of factors, such as the Business Population Index, traffic patterns, availability of parking, size of the space, lease terms, competition, and similar factors.

You may sell the Products and Services to customers and prospective customers located within your Exclusive Territory. You may not engage in any promotional activities or sell any products or services, whether directly or indirectly, through or on the Internet, the World Wide Web, or any other similar proprietary or common carrier electronic delivery system (collectively, the "Electronic Media"); through catalogs or other mail order devices sent or directed to customers or prospective customers located outside of your Exclusive Territory; or by telecopy or other telephonic or electronic communications, including toll-free numbers, directed to or received from customers or prospective customers located outside of your Exclusive Territory. While you may place advertisements in printed media and on television and radio that are targeted to customers and prospective customers located within your Exclusive Territory, and will not be deemed to be in violation of the Franchise Agreement if those advertisements, because of the natural circulation of the printed media or reach of television and radio, are viewed by prospective customers outside of your Exclusive Territory, you may not make any sales or perform services to customers located outside of your Exclusive Territory unless there is no Facility, either franchised or company-owned, located in close proximity to your Facility. You have no options, rights of first refusal, or similar rights to acquire additional franchises.

We are currently selling our Products through a website that we have developed. If we receive requests for our Products from customers who reside within your Exclusive Territory, we will forward these requests to you. We reserve the right to sell our Products to any customer not located within your Exclusive Territory.

Coffee Perks/ufoc-8

We have not established other franchises or company-owned outlets or another distribution channel selling or leasing similar products or services under a different trademark. Except that H & R and SunBelt do sell and distribute Products and Services within North Florida. We describe earlier in this Item 12 what we may do within and outside of your Exclusive Territory.

Except for any other franchise program that we may develop in the future, neither we nor any parent or affiliate has established, or presently intends to establish, other franchised or company-owned Facilities which provide similar products or services under a different trade name or trademark, but we reserve the right to do so in the future, without first obtaining your consent.

We also maintain a national accounts program. Except as provided below in this and the following paragraphs, you may not solicit or service the locations of a National or Regional Account (defined below) without our prior written consent. We may condition our consent (although we need not grant our consent) on your agreement to comply with certain requirements, and we may withdraw our consent for any or no reason. If we withdraw our consent to your soliciting and/or servicing one or more National or Regional Accounts, you must cease all solicitation and servicing activity for that National or Regional Account(s) immediately.

We may provide any services and sell products to any National or Regional Account location, wherever operated. But you may, under your Franchise Agreement, offer and sell the products and services that we would provide to the National or Regional Account's locations. In these instances, we first will offer you the opportunity to provide those services and sell the products to the locations of the National or Regional Account on the terms and conditions we have established with the National or Regional Account. If you fail to accept the offer in the manner we specify, we may allow others to provide those services and sell the products to the locations of the National or Regional Account. The term "National or Regional Account" means any customer that has two or more locations. These rules do not prohibit you from seeking to provide the services and sell the products authorized to the locations of a National or Regional Account, after the Account has reached an agreement with us, on terms and conditions which may differ from those you have established with the National or Regional Account, and which require you to participate in any National or Regional Account program. We reserve the right to service National or Regional Accounts if you choose not to service such accounts, or designate others to service them.

You are not permitted to negotiate cost with a National or Regional Account without our prior consent, and you must adhere to the contracted pricing schedules that we have negotiated.

If during the term of the Franchise Agreement, you are unable to promptly and properly serve any of your customers, due to distance of the customer or excessive work, you must refer that customer to another franchisee in the System. In addition, you may be permitted to service accounts that are located outside of your Exclusive Territory with our written approval until such time as we have a franchisee in that area, in which case you must turn that account over to the new franchisee.

Continuation of your franchise rights does depend on your achieving a certain sales volume, market penetration, or other contingency; however, we maintain the option of repurchasing your Franchised Business based upon a predetermined buyout formula if you fail to generate a designated sales volume. This buyout formula will vary depending upon the size of your geographic area. Currently, the buyout formula is 50% of gross sales for the 12-month period preceding the buyout. We will not assume any of your debt if we exercise this buyout formula. If we do not choose to exercise this buyout formula, we will have the right to eliminate your Exclusive Territory and have the right to sell a franchise to another person or persons within your former Exclusive Territory or in any portion of it.

Coffee Perks/ufoc-8

This predetermined buyout formula shall not, under any circumstances, be construed as an earnings claim or financial forecast. Currently, the volume you must achieve is a minimum of $500,000 Gross Revenues per year, ramping up to $2,700,000 after 60 months of operations. This minimum quota is not, and should not be considered earnings claims for your Franchised Business. We do not furnish or authorize our sales people to provide any oral or written information concerning the actual or potential sales, costs, income or profits of your Franchised Business. Actual results may vary from franchise to franchise and we cannot predict the results of any particular franchise.

Area Development Agreement

You may (if you qualify) develop and operate a number of Facilities within a specified area (the "Territory"). You and we will identify the Territory in the Area Development Agreement before signing it. The Territory typically is a county or counties or other political subdivisions. We base the Territory's size primarily on the number of Franchised Businesses you must develop, demographics, and site availability. You and we will negotiate the number of Franchised Businesses you must develop to keep your development rights and the dates by which you must develop them. You and we then will complete the schedule in the Area Development Agreement before signing it. Subject to your rights under Franchise Agreements then in effect, we may, after the Area Development Agreement expires or is terminated, establish, or allow others to establish, Facilities within the Territory. While the Area Development Agreement is in effect, we (and our affiliates) will not establish, or allow other franchise owners to establish, Facilities to be located within the Territory. There are no other restrictions on us. You may not develop or operate Facilities outside the Territory. We may terminate the Area Development Agreement if you do not satisfy your development obligations when required.

Except as described above, continuation of your territorial exclusivity does not depend on your achieving a certain sales volume, market penetration, or other contingency, and we may not alter your Territory.

ITEM 13 TRADEMARKS

We grant to you the right to use certain trademarks, service marks and other commercial symbols in connection with the operation of your franchise. Our primary service mark is "Coffee Perks" and design (the "Proprietary Mark"). We have applied for trademark and service mark registration on May 4, 2004 on the Principal Register, and the serial number is 78/412789. In addition, our Affiliate owns the mark "Gourmet Gold" which is a privately labeled brand of coffee that is distributed by H & R and SunBelt Coffee & Water Service, and which you may use. This Proprietary Mark was registered on the Principal Register of the United States Patent and Trademark Office ("USPTO") on October 22, 1991 under Reg. No. 1661878. The Proprietary Mark is owned by our Affiliate and is licensed to us under a license agreement that is perpetual in nature, and which cannot be terminated.

BY NOT HAVING A PRINCIPAL REGISTER FEDERAL REGISTRATION FOR OUR PRINCIPAL PROPRIETARY MARK, WE DO NOT HAVE CERTAIN PRESUMPTIVE LEGAL RIGHTS GRANTED BY A REGISTRATION.

There are no currently effective determinations of the USPTO, the trademark administrator of this state or any court, nor is there any pending interference, opposition, or cancellation proceeding, nor any pending material litigation involving the Proprietary Mark which may be relevant to their use in this state or in any other state.

Coffee Perks/ufoc-8

There are no agreements currently in effect which limit our right to use or to license others to use the Proprietary Mark.

You must promptly notify us of any suspected unauthorized use of the Proprietary Mark, any challenge to the validity of the Proprietary Mark, or any challenge to our ownership of, our right to use and to license others to use, or your right to use, the Proprietary Mark. We have the sole right to direct and control any administrative proceeding or litigation involving the Proprietary Mark, including any settlement. We have the right, but not the obligation, to take action against uses by others that may constitute infringement of the Proprietary Mark. We may defend you against any third party claim, suit or demand arising out of your use of the Proprietary Mark. If we, in our sole discretion, determine that you have used the Proprietary Mark in accordance with the Franchise Agreement, the cost of the defense, including the cost of any judgment or settlement, will be borne by us. If we determine that you have not used the Proprietary Mark in accordance with the Franchise Agreement, the cost of the defense, including the cost of any judgment or settlement, will be yours. In the event of any litigation relating to your use of the Proprietary Mark, you must sign any and all documents and do such acts as may, in our opinion, be necessary to carry out the defense or prosecution, including becoming a nominal party to any legal action. Except if this litigation is the result of your use of the Proprietary Mark in a manner inconsistent with the terms of the Franchise Agreement, we will reimburse you for your out-of-pocket costs in doing these acts.

There are no infringing uses actually known to us that could materially affect your use of the Proprietary Mark in this state or elsewhere.

We reserve the right to substitute different proprietary marks for use in identifying the System and the businesses operating under it, at our sole discretion. You will bear the costs of modifying your signs and advertising materials to conform to our new Proprietary Marks.

Your use of any nationally branded products in the operation of your Franchised Business must be in conformity with the requirements imposed by the owners of the national brands and Coffee Perks Corporate. Currently, you will be permitted to offer to your customers, such brands as: Starbucks, Green Mountain, Seattle's Best, Donut Shop, Metropolitan, Bigelow Teas, Nestle, Coca-Cola, Pepsi and others.

ITEM 14 PATENTS. COPYRIGHTS AND PROPRIETARY INFORMATION

Patents and Copyrights

You do not receive the right to use an item covered by a copyright, but you can use the proprietary and confidential information that is in our Manual. The Manual is described in Item 11 and below. Although we have not filed an application for a copyright registration for the Manual, we claim a copyright and the information in it is proprietary and confidential. You must also promptly tell us when you learn about unauthorized use of this proprietary and confidential information. We are not obligated to take any action, but will respond to this information as we think appropriate.

Confidential Operations Manual

You must operate your Facility according to the standards, methods, policies and procedures specified in the Manual. We loan one copy of the Manual to you for the term of the Franchise Agreement after you and your manager complete our initial training program to our satisfaction.

Coffee Perks/ufoc-8

You must treat the Manual, any other of our manuals, which are used in the operation of your Facility, and the information in them as confidential, and must use all reasonable efforts to maintain this information as secret and confidential. You must not copy, duplicate, record, or otherwise reproduce these materials, in whole or in part, or otherwise give them to any unauthorized person. The Manual will remain our sole property and must be kept in a secure place at your Facility.

We may revise the contents of the Manual, and you must comply with each new or changed standard. You must make sure that the Manual is kept current at all times. If there is any dispute as to the contents of the Manual, the terms of the master copy maintained by us at our home office will be controlling.

Confidential Information

You must not, during the term of the Franchise Agreement or after the term of the Franchise Agreement, communicate, divulge or use for the benefit of any other person, partnership, association, or corporation any confidential information, knowledge or know-how concerning the methods of operation of the Franchised Business which may be communicated to you or which you may learn because of your operation under the terms of the Franchise Agreement. Confidential information includes: (a) price lists and marketing plans and strategies; (b) proprietary computer software functions, capabilities, code, manuals, fixes, work arounds, revision plans, etc.; (c) customer lists, customer identities, customer contacts and customer preferences (including identities and plans for approaching potential customers); (d) distribution contracts with suppliers and vendors; and (e) leasing plans, rates and information. You may divulge this confidential information only to those of your employees who have access to and who operate your Facility. Any and all information, knowledge, know-how, techniques and other data, which we designate as confidential, will be deemed confidential for purposes of the Franchise Agreement.

We require you, your manager and any personnel having access to any of our confidential information to sign agreements that say that they will maintain the confidentiality of information they receive in connection with their employment by you at your Facility. The agreements must be in a form satisfactory to us, including specific identification of us as a third party beneficiary of the covenants with the independent right to enforce them and that they prohibit any direct or indirect ownership in a competing business.

ITEM 15 OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE

BUSINESS

Following the execution of the Franchise Agreement and the execution of your Facility lease, you must attend and complete our initial training program, and either you (or, if you are a corporation or partnership, a principal or general partner of the corporation or partnership) or your fully trained manager must devote full time and best efforts to the management and operation of the Franchised Business. The Franchised Business must have on-premises supervision of a manager who has satisfactorily completed our training program. You must also maintain a competent, conscientious, trained staff, including a fully trained manager (which may be you). If you are an individual, we recommend that you be the fully trained manager described above. We impose no limitations as to whom you may hire as the manager, except that you must comply with all applicable laws and that you must not harm the goodwill associated with the System and the Proprietary Mark (this requirement may affect who you hire as your manager).

Coffee Perks/ufoc-8

We have the right to approve the manager after training. The manager will not be required to have an equity interest in your business. The manager will be required to attend and complete our training program, as described in Item 11. The manager and other key employees may also be required to enter into an agreement not to compete with businesses under the System while employed by you and for two years, and an agreement not to reveal confidential information obtained while employed by you. See Item 17 for a description of these obligations.

You must operate the Franchised Business in strict conformity with all applicable Federal, state and local laws, ordinances and regulations. Such laws, ordinances and regulations vary from jurisdiction to jurisdiction and may be implemented or interpreted in different manners. It is your sole responsibility to learn of the existence and requirements of all laws, ordinances and regulations applicable to the Franchised Business and to adhere to them and to the then-current implementation or interpretation of them.

For a description of your restrictions on some purchases, see Item 8 of this Offering Circular.

ITEM 16 RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You must use the Facility solely for the operation of the Franchised Business. You must keep your Facility open and in normal operation for the minimum hours and days as we specify. You must not use or permit the use of the Facility for any other purpose or activity at any time without first obtaining our written consent. You must operate the Franchised Business in strict conformity with the methods, standards and specifications we may require in the Manual or in writing. You must not change the standards, specifications and procedures without our prior written consent.

You must sell or offer for sale only those products, equipment (customer equipment on location) and those services that we have approved for sale in writing; you must sell or offer for sale all types of products, equipment, and services specified by us; you should not change our standards and specifications without our prior written consent; and you must stop selling and offering for sale any services or products which we may, in our discretion, disapprove in writing at any time. We have the right to change the types of authorized goods and services and there are no limits on our right to make changes.

The System may be supplemented, improved or modified by us. You must comply with all of our reasonable requirements in that regard, including offering and selling new or different products or services as specified by us.

You are restricted by the Franchise Agreement, the Manual and any other practice or custom with respect to the goods or services, which you may offer, which must be approved by us. You are not restricted as to the customers whom you may solicit or service, except that we do not permit soliciting business outside of your Exclusive Territory.

ITEM 17 RENEWAL, TERMINATION. TRANSFER AND DISPUTE RESOLUTION

THIS TABLE LISTS IMPORTANT PROVISIONS OF THE FRANCHISE AND RELATED AGREEMENTS PERTAINING TO RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION. YOU SHOULD READ THESE PROVISIONS IN THE AGREEMENTS ATTACHED TO THIS OFFERING CIRCULAR.

Coffee Perks/ufoc-8 24

Provision	Article in Franchise Agreement	Summary
a. Term of the franchise	Article II	10 years
b. Renewal or extension of the term	Article II	Two renewal terms of 5 years each, subject to performance of contractual requirements. Any further renewals are in our discretion
c. Requirements for you to renew or extend	Article II	Notice, renovation of premises, compliance with Franchise Agreement, sign new Franchise Agreement, sign release, pay renewal fee
d. Termination by you	None	You may seek to terminate your Franchise Agreement on any ground permitted by law
e. Termination by us without cause	None
f. Termination by us with cause	Article XIII	Breach of Franchise Agreement and other grounds; see Article Xin for details
g. "Cause" defined - defaults which can be cured	Article XIII	Breach of Franchise Agreement and other grounds, such as failure to pay royalties, advertising, submitting false reports, breach of lease or sublease; see Article xm
h. "Cause" defined - defaults which cannot be cured	Article XIII	Breach of Franchise Agreement, such as filing for bankruptcy, assignment for the benefit of creditors or lease termination
i. Your obligations on termination/non-renewal	Article XIV	Obligations include complete de-identification and payment of amounts due; see Article XIV
j. Assignment of contract by us	Article XVI	No restriction on right to transfer
k. "Transfer" by you -definition	Article XVI	Transfer all or substantially all of the assets of your business
1. Our approval of transfer by you	Article XVI	We have the right to approve transfers
m. Conditions for our approval of transfer	Article XVI	Includes payment of money owed, non-default, execution of release, transferee qualifications, execution of new agreement, refurbishment and payment of the transfer fee
n. Our right of first refusal to acquire your business	Article XVI	We can match any offer

Coffee Perks/ufoc-8 25

Provision	Article in Franchise Agreement	Summary
o. Our option to purchase your business	Article XIV	Upon expiration or termination, we can buy certain assets
p. Your death or disability	Article XVI	Franchise must be assigned to approved buyer within 12 months
q. Non-competition covenants during the term of the franchise	Article XV	Includes prohibition on owning or operating business which sells similar services
r. Non-competition covenants after the franchise is terminated or expires	Article XV	Includes prohibition on owning or operating business which sells similar services for two years and located within 50 miles of any unit in the System
s. Modification of the agreement	Article XXV	Must be in writing by both parties
t. Integration/merger clause	Article XXV	Only the terms of the Franchise Agreement are binding (subject to state law). Any other promises may not be enforceable
u. Dispute resolution by arbitration or mediation	Article XXIII	Arbitration - Florida (Duval County)
v. Choice of forum	Article XXIII	Florida (see Exhibit 2 - State Specific Addendum for exceptions)
w. Choice of law	Article XXIII	Florida (see Exhibit 2 - State Specific Addendum for exceptions)

Provision	Article in Area Development Agreement	Summary
a. Term	Article I	Term of development schedule
b. Renewal or extension of the term	Article I	Not renewable
c. Requirements for you to renew or extend	N/A	N/A
d. Termination by you	None	You may seek to terminate your Area Development Agreement on any ground permitted by law
e. Termination by us without cause	None
f. Termination by us with cause	Article IV	Breach of Area Development Agreement and other grounds; see Article IV for details
g. "Cause" defined-defaults which can be cured	Article IV	Breach of Area Development Agreement

Coffee Perks/ufoc-8 26

Provision	Article in Area Development Agreement	Summary
h. "Cause" defined - defaults which cannot be cured	Article IV	Breach of Area Development Agreement and other grounds; see Article IV
i. Your obligations on termination/non-renewal	Article V	Lose development rights
j. Assignment of contract by us	Article VI	No restriction on right to transfer
k. "Transfer" by you -definition	Article VI	You cannot assign
1. Our approval of transfer by you	N/A
m. Conditions for our approval of transfer	N/A
n. Our right of first refusal to acquire your business	N/A
o. Our option to purchase your business	N/A
p. Your death or disability	N/A
q. Non-competition covenants during the term of the franchise	N/A
r. Non-competition covenants after the franchise is terminated or expires	Article V	No interest in a competing business for two years
s. Modification of the agreement	Article VII	Must be in writing by both parties
t. Integration/merger clause	Article VII	Only the terms of the Area Development Agreement are binding (subject to state law). Any other promises may not be enforceable
u. Dispute resolution by arbitration or mediation	Article VIII	Arbitration in Florida (Duval County)
v. Choice of forum	Article VIII	Florida (see Exhibit 2 - State Specific Addendum for exceptions)
w. Choice of law	Article VII	Florida (see Exhibit 2 - State Specific Addendum for exceptions)

These states have statutes which may supersede the Franchise Agreement or Area Development Agreement in your relationship with us including the areas of termination and renewal of your franchise: ARKANSAS [Stat. Section 70-807], CALIFORNIA [Bus. & Prof. Code Sections 20000-20043], CONNECTICUT [Gen. Stat. Section 42-133e et seq.], FLORIDA [Code, tit.], HAW An [Rev. Stat. Section 482E-1], ILLINOIS [815 ILCS 705/19 and 705/20], INDIANA [Stat. Section 23-2-2.7], IOWA, [Code Sections 523H.1-523H.17], MICHIGAN [Stat. Section 19.854(27)], MINNESOTA [Stat. Section

Coffee Perks/ufoc-8

80C.14], MISSISSIPPI [Code Section 75-24-51], MISSOURI [Stat. Section 407.400], NEBRASKA [Rev. Stat. Section 87-401], NEW JERSEY [Stat. Section 56:10-1], SOUTH DAKOTA [Codified Laws Section 37-5A-51], VIRGINIA [Code 13.1-557-574], WASHINGTON [Code Section 19.100.180], WISCONSIN [Stat. Section 135.03]. These and other states may have court decisions that may supersede the Franchise Agreement or Area Development Agreement in your relationship with us including the areas of termination and renewal of your franchise.

ITEM 18 PUBLIC FIGURES

We currently do not use any public figure to promote our franchise. We reserve the right to do so in the future.

ITEM 19 EARNINGS CLAIMS

We do not furnish or authorize our salespersons to furnish any oral or written information concerning the actual or potential sales, costs, income or profits of a Facility. Actual results vary from Facility to Facility and upon Facility ownership and we cannot estimate the results of any particular franchise.

ITEM 20 LIST OF OUTLETS

FRANCHISED FACILITY STATUS SUMMARY FOR YEARS 2003/2004/2005

State	Transfer	Cancelled or Terminated	Not Renewed	Reacquired By Franchisor	Otherwise Left the System	Total From Left Columns (1)	Franchises Operating at Year End
Alabama	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Alaska	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Arizona	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Arkansas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
California	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Colorado	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Connecticut	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Delaware	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
District of Columbia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Florida	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	0/1/1
Georgia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Hawaii	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Idaho	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Illinois	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Indiana	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Iowa	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Kansas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Kentucky	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0

Coffee Perks/ufoc-8

State	Transfer	Cancelled or Terminated	Not Renewed	Reacquired By Franchisor	Otherwise Left the System	Total From Left Columns (1)	Franchises Operating at Year End
Louisiana	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Maine	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Maryland	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Massachusetts	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Michigan	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Minnesota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Mississippi	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1
Missouri	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Montana	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Nebraska	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Nevada	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
New Hampshire	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
New Jersey	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
New Mexico	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
New York	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
North Carolina	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1
North Dakota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Ohio	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Oklahoma	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Oregon	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Pennsylvania	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Rhode Island	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
South Carolina	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
South Dakota	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Tennessee	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Texas	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/1
Utah	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Vermont	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Virginia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Washington	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
West Virginia	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Wisconsin	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
Wyoming	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0	0/0/0
TOTAL	1/0/0	0/0/0	0/0/0	0/0/0	0/0/0	1/0/0	0/1/4

1. Note: Year-end is December 31.

STATUS OF COMPANY OWNED FACILITIES FOR YEARS 2003/2004/2005

STATE

LOCATIONS

CLOSED DURING

YEAR

LOCATIONS

OPEN DURING

YEAR

TOTAL LOCATIONS

OPERATING AT YEAR

END

Florida

0/0/0

Totals

0/0/0

0/0/0

Coffee Perks/ufoc-8 29

PROJECTED OPENINGS THROUGH DECEMBER 31,2006

State	Franchise Agreements Signed But Facility Not Open	Projected Franchised New Facilities In The Next Fiscal Year	Projected Company Owned Openings In Next Fiscal Year (1)
Alabama	0	0	0
Alaska	0	0	0
Arizona	0	0	0
Arkansas	0	0	0
California	0	0	0
Colorado	0	0	0
Connecticut	0	0	0
Delaware	0	0	0
District of Columbia	0	0	0
Florida	0	3	0
Georgia	0	1	0
Hawaii	0	0	0
Idaho	0	0	0
Illinois	0	0	0
Indiana	0	0	0
Iowa	0	0	0
Kansas	0	0	0
Kentucky	0	0	0
Louisiana	0	0	0
Maine	0	0	0
Maryland	0	0	0
Massachusetts	0	0	0
Michigan	0	0	0
Minnesota	0	0	0
Mississippi	0	0	0
Missouri	0	0	0
Montana	0	0	0
Nebraska	0	0	0
Nevada	0	0	0
New Hampshire	0	0	0
New Jersey	0	0	0
New Mexico	0	0	0
New York	0	0	0
North Carolina	0	0	0
North Dakota	0	0	0
Ohio	0	0	0
Oklahoma	0	0	0
Oregon	0	0	0
Pennsylvania	0	0	0
Rhode Island	0	0	0
South Carolina	0	0	0

Coffee Perks/ufoc-8 30

State	Franchise Agreements Signed But Facility Not Open	Projected Franchised New Facilities In The Next Fiscal Year	Projected Company Owned Openings In Next Fiscal Year (1)
South Dakota	0	0	0
Tennessee	0	0	0
Texas	0	0	0
Utah	0	0	0
Vermont	0	0	0
Virginia	0	0	0
Washington	0	0	0
West Virginia	0	0	0
Wisconsin	0	0	0
Wyoming	0	0	0
TOTAL	0	4	0

1. Note: It is anticipated there will be no company-owned units established in this calendar year.

A list of the names of all franchisees and the addresses and telephones numbers of their Facilities appear on Exhibit 5 to this Offering Circular once there are franchisees.

The name and last known home address and telephone number of every franchisee who has had a Facility terminated, cancelled, not renewed or otherwise voluntarily or involuntarily ceased to do business under the Franchise Agreement during the most recently completed fiscal year or who has not communicated with us within 10 weeks of our application date will be listed on Exhibit 6 when applicable.

ITEM 21 FINANCIAL STATEMENTS

Attached to this Offering Circular, as Exhibit 8 is our audited financial statements for the period ending February 29, 2004, December 31, 2004 and December 31, 2005.

ITEM 22 CONTRACTS

The following contracts are attached to this Offering Circular in the following order.

1. Franchise Agreement with Exhibits - Exhibit 3

2. Area Development Agreement with Exhibits - Exhibit 4

ITEM 23 RECEIPT

Two copies of an acknowledgment of your receipt of this Offering Circular appear at the end of the Offering Circular. Please return one signed copy to us and retain the other for your records.

Coffee Perks/ufoc-8

The Free Franchise Resource Center

UFOC

Sample UFOC