The original documents were scanned as an image. The original file can be downloaded at the link above.

Sample UFOC


Exercise With YburPaby"



(A Delaware Corporation)

100 E-Business Drive, Suite 290

Cincinnati, Ohio 45241



Our franchise involves a distinctive method for the operation, marketing, promoting, advertising and managing of the StrollerFit® Core Business which offer exercise programs, classes and related retail product sales for the post-natal, pre-toddler period to parents (typically postpartum mothers) with children ages 6 weeks to 3 years old.

We offer, and grant, to qualified applicants, a franchise to operate a single StrollerFit® Core Business (the "Franchised Business") at an approved site within a specified geographic region (the "Territory") using the StrollerFit® marks and design (the "System"). The Initial Franchise Fee is $3,750 and the estimated initial investment required ranges from $4,990 - $13,150 and includes a nonrefundable fee of $100 for career apparel. The StrollerFit® Core Business Franchise is designed so that it may either be operated as a part-time business or as a full time enterprise.

Risk Factors:




Information comparing franchisors is available. Call the state administrators listed in Exhibit F or your public library for sources of information.

Registration of this franchise with the state does not mean that the state recommends it or has verified the information in this offering circular. If you learn that anything in this offering circular is untrue, contact the Federal Trade Commission and the appropriate state authority listed in Exhibit F.

The Effective Date of this Offering Circular is ___________________________unless

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

StrollerFit® Inc. UFOC CA 03.2006


ITEM                                                                                                                                      PAGE

20.         LIST OF OUTLETS                                                                                                        29

21.         FINANCIAL STATEMENTS                                                                                           30

22.        CONTRACTS                                                                                                                 30

23.         RECEIPT                                                                                                                        49 EXHIBITS







G.          LIST OF FRANCHISEES H.           EFT DEBIT

I.           RECEIPT

StrollerFit® Inc.

UFOC CA 03.2006


ITEM                                                                                                                                      PAGE

1.           FRANCHISOR, ITS PREDECESSORS AND AFFILIATES                                              1

2.           BUSINESS EXPERIENCE                                                                                               3

3.           LITIGATION                                                                                                                     4

4.           BANKRUPTCY                                                                                                                 4

5.          INITIAL FRANCHISE FEE                                                                                               4

6.          OTHER FEES                                                                                                                  4

7.           INITIAL INVESTMENT                                                                                                     7

8.           RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES                               9

9.           FRANCHISEE'S OBLIGATIONS                                                                                    11

10.         FINANCING                                                                                                                    12

11.         FRANCHISOR'S OBLIGATIONS                                                                                   12

12.        TERRITORY                                                                                                                   16

13.        TRADEMARKS                                                                                                              20

14.         PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION                                21


OF THE FRANCHISE BUSINESS                                                                                 22

16.         RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL                                        23


18.         PUBLIC FIGURES                                                                                                         27

19.         EARNINGS CLAIMS                                                                                                      27

StrollerFit® Inc. UFOC CA 03.2006


The Franchisor. Business Form. Names. Address

The Franchisor is StrollerFit® Inc. To simplify the language in this Offering Circular, "we," "us" or "our" means StrollerFit® Inc. "You" or "your" means the person who buys the Franchise. If a corporation, LLC or partnership buys the Franchise, "you" includes the Franchisee's owners, as appropriate. Capitalized terms not defined in this Offering Circular have the meaning described in the StrollerFit® Franchise Agreement ("Franchise Agreement" or "Agreement") attached as Exhibit A to this Offering Circular.

We were incorporated in the State of Delaware on March 25, 2004. Our principal place of business is 100 E-Business Drive, Suite 290, Cincinnati, Ohio 45241. We have a Predecessor, StrollerFit® LLC, an Ohio limited liability company. StrollerFit LLC was formed in the state of Ohio on April 23, 2001. Our Predecessor's principal business address was 10050 Montgomery Road, #322, Cincinnati, Ohio, 45242. All of the assets of StrollerFit® LLC were acquired by us through an Agreement of Merger between StrollerFit® LLC and StrollerFit® Inc., dated March 29, 2004. The Agreement of Merger was filed with the Secretary of State of Delaware on March 29, 2004, and on March 30, 2004 the Secretary of State for Ohio issued a certificate acknowledging the filing of the merger. We have no Affiliates at this time.

Our agents for service of process in states requiring franchise registration are disclosed in Exhibit F.

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

We offer, and award to qualified applicants, a franchise to establish and operate a single, StrollerFit® Core Business Franchise (the "Franchised Business") from one or more approved location(s) within a prescribed geographical area using the StrollerFit® trademarks, logos, programs, promotional materials and operating methods we've developed (the "StrollerFit® System" or "System"). As a Franchisee, you will be providing StrollerFit® exercise programs, classes and related retail product sales for the post-natal, pre-toddler period to parents (typically postpartum mothers) with children ages 6 weeks to 3 years old.

StrollerFit operated as a subsidiary of Diamond Cut, Inc, from 1997 to 2001. Diamond Cut Inc. was incorporated in the State of Ohio in September of 1995 and is owned and operated by our founder and president, Curt Conrad. StrollerFit LLC began offering franchises for sale in July of 2001. Prospects buying a franchise were disclosed with a Uniform Franchise Offering Circular in compliance with all applicable laws, and the franchise fee was paid in full upon execution of the Franchise Agreement. StrollerFit LLC also offered licenses for sale from July 2002 to February 2004. Licenses were sold in accordance with all applicable state licensing regulations. In accordance with the applicable State laws, in those states where licenses were granted, the contractual terms of the licenses prohibited the licensees from paying any fees or other sums to the licensor in the first six months in excess of $500. No fees were required, or paid during that time period.

We believe that the market for services and products offered by StrollerFit® Core Business Franchises is developing. The primary market for these products and services consists of new mothers with babies under 36 months of age. Secondary customers include new fathers, relatives and anyone who plays an active role in a new baby's life. The StrollerFit® Core Business Franchise is designed so that it may either be operated as a part-time business or as a full time enterprise.

StrollerFit® Inc. - UFOC - 03.2006


If we award you a Franchise, you will be competing with other weight loss, fitness and wellness businesses; health clubs; sports facilities such as racquetball clubs, tennis clubs and gyms; alternative fitness facilities (including home-use exercise equipment, personal weight loss and behavior modification programs, community centers); and other postnatal exercise programs and products. You should consider these competitive factors before deciding to buy a franchise.

As of the effective date of this Offering Circular, we own and currently operate 3 StrollerFit locations, one each in Illinois, Kentucky and Ohio.

We have and intend to develop and sell a line of proprietary branded products through distribution channels unrelated to the StrollerFit® franchise system. We have never offered franchises in any other line of business. Our Predecessor sold StrollerFit® franchises and licenses from July, 2001 through March, 2004. They have not sold franchises in any other line of business.

You should expect that additional changes in the System will take place; our limited experience makes it impossible to predict results and no guarantee can be made that you will be successful in operation of your Franchised Business.

Industry Regulations

There may be regulation and bonding requirements associated with the operation of a weight loss and fitness business in certain jurisdictions. If your state has requirements applicable to the services you will be providing through your StrollerFit® Core Business Franchise, your start up costs and time to open may be significantly more than shown in this Offering Circular. You should independently research and review the legal requirements of the health and fitness industry with your own attorney before you sign any binding documents or make any investments. It is your responsibility to research and comply with all industry-relevant laws and regulations.

For the certification of StrollerFit® Instructors, we recommend you follow the guidelines put forth by the American College of Sports Medicine ("ACSM"). These guidelines are posted on the ACSM website (www.acsm.org).

In general, many states require a sales and use tax license, a local business license and compliance with various state and local government regulations and authorities pertaining to retail stores. You must comply with all zoning, environmental, labor relations, sanitation, safety, fire and health codes and all other applicable laws, including those related to access by persons with disabilities. You should consult with your attorney and local, state and federal government agencies before entering into an Agreement to buy a StrollerFit® franchise to determine all legal requirements that you must comply with to consider their effects on you and cost of compliance. It is your sole responsibility, and on an ongoing basis, to investigate and comply with all local, state and federal laws, since they vary from place to place and can change over time.

This Offering Circular describes the terms and conditions on which we currently offer Franchises in this state. We reserve the right, in our sole discretion, to grant, or not to grant, a StrollerFit® Core Business Franchise to any prospective franchisee, regardless of the stage of the franchise contract process, costs expended by the prospective franchisee or otherwise. We may offer StrollerFit® Core Business Franchises in other states or countries, on economic and/or other terms, which differ from those offered by this Offering Circular and there may be instances where we have varied, or will vary, the terms on which we offer franchises to suit the circumstances of a particular transaction. We strongly urge you to carefully review all documents, including a comparison to any prior Agreement if a renewal or transfer of an existing franchise agreement is involved, as well as this Offering Circular, with independent advisors retained by you and who can provide legal, business and/or economic guidance, such as a lawyer and/or accountant.

StrollerFit® Inc. - UFOC - 03.2006                      2

You should understand that every detail of your Franchise will be important not only to you, but also to us and to all Franchisees. Therefore, during the term of the Franchise Agreement, you must, at all times, develop and operate your Franchised Business in compliance with all System Standards, as we may modify them in the future. Note that changes in the System Standards may require additional investments by you in your Franchised Business.

This Offering Circular contains a summary of various provisions of our program and the Franchise Agreement and other documents. We have summarized the main features of our program above and further information appears at appropriate points throughout this Offering Circular. Of course, the descriptions in this Offering Circular are required to be brief and are for general informational purposes only. In many cases, the Offering Circular contains only excerpts or summaries of other documents. The actual provisions of these documents will control in every case and you should refer to the Franchise Agreement and other documents for more complete information.

The Franchised Business involves substantial business risks that cannot be eliminated. The risks may be greater for a new franchise concept/franchisor with limited experience, such as this one. Significant investment beyond that outlined in this Offering Circular may be required to succeed. Your volume, profit and possible success are primarily dependent on your financial, management and other resources, your personal business, marketing, management judgment and other skills, your willingness to work hard and smart as well as your proper use of the System. We cannot and do not guarantee your success.


Chairman: Michael Oestreicher

From December 1989 to July 2002, Mr. Oestreicher was a partner of the law firm of Thompson Hine LLC (Cincinnati, Ohio branch). He also served as the U.S. Representative (and subsequently Senior U.S. Advisor) for the Canton of Neuchatel, Switzerland and to the Economic Development for Western Switzerland from 1981 to 2003, in which he oversaw and advised concerning the economic promotion efforts in the U.S. of those areas of Switzerland. He has also served as advisor or board member to various other companies over the past 20 years. Mr. Oestreicher joined us in April 2004 as our part-time Chairman and CEO, and continues to practice law as Of Counsel to Thompson Hine LLC.

Chief Executive Officer: Susan E. Sherman

Ms. Sherman joined StrollerFit in March 2005 as the Vice President. From 2001 to present Ms. Sherman was the COO and Executive Director of the 501(c)(3) non-profit foundation, "National Speaking of Women's Health Foundation". From 1999 through 2001 she was the Principal of the independent consulting firm, Sherman Business Consulting specializing in new business development strategies and operations. From 1997 through 1999 Ms. Sherman was Vice President - Strategic development for the Observatory Group Inc, in Cincinnati Ohio, and from 1991 through 1997 she was employed by the Health Alliance of Greater Cincinnati, Ohio starting in 1991 as a Physician Recruiter and Assistant Director, Marketing through 1994, then as the Administrator for The Christ Hospital Medical Associates, and finally from 1996 and 1997 as Vice President, of Alliance Primary Care. Ms. Sherman has a BS Degree in Biology, 1987 -Graduated with Honors from Indiana University, Bloomington, Indiana and a MS Degree in Hospital and Health Administration, 1990 Xavier University, Cincinnati, Ohio.

StrollerFit® Inc. - UFOC - 03.2006


Chief Operating Officer: Sean Fitzgerald

In 1993, Mr. Fitzgerald co-founded Pickups Plus, Inc., a retailer-turned-national franchise chain headquartered in Cincinnati, Ohio, serving as Vice President and director of franchise activities (and later as Chief Operating Officer) until March, 2003. From April 2003 until March 2004, he held the position of Key Account Manager at West Chester Holdings Inc. of Monroe, Ohio. He assumed his current position with us in April, 2004. Mr. Fitzgerald plays a key role in the development, support and management of all aspects of franchise operations. He is also responsible for franchise sales and marketing.

Director of Franchising: Debbie Schmidt

Debbie joined StrollerFit in October 2004 as Director of Franchising. In this role Debbie is focused on the growth and development of StrollerFit Core Business Franchises. From 1999 -2004 Debbie was the Human Resource Manager for the Cold Spring Kroger where she managed, recruited and evaluated personnel. From October, 1981 to the present Debbie Schmidt has owned and continues to operate a Jazzercise franchise. In addition to her role with StrollerFit she continues to enjoy teaching Jazzercise classes.

Director of Franchise Support Services: Elizabeth Brougher

Elizabeth joined StrollerFit in September 2004 as the Director of Franchise Support Services. She earned a B.S. in Sports Medicine from the University of Evansville in 2001 and an M.S. in Exercise Science from Ball State University in 2004. In 2001 Elizabeth worked with the Watauga Medical Center in Boone, North Carolina as an Exercise Physiologist prescribing exercise for cardiac rehab patients. From August 2001 to May 2002, Elizabeth worked in the Human Performance Lab at Appalachian State University performing fitness assessments and offering counseling to members of the community. During 2004 Elizabeth participated in a research study at the Cincinnati Children's Hospital training high-school aged athletes in strength, core stability, plyometrics, and speed and as a graduate student she was employed as a lead preschool teacher at the Child Study Center from 2002-2004.

Founder: Curt Conrad

Mr, Conrad began his career in the fitness industry in September 1987 as a Program Director (and later Personal Trainer) for Bally Health and Tennis Corporation at its Blue Ash, Ohio location. In 1995, he founded Diamond Cut, Inc., a fitness development company based in Cincinnati, Ohio that served both corporate and private clients. This led to his development of the StrollerFit® System in 1997 and the formation of our Predecessor in April 2001. He assumed the position of President and Chief Development Officer with StrollerFit® Inc. upon our incorporation in April 2004 and until March 2006. Mr. Conrad remains actively involved with StrollerFit, Inc. as an advisor, board member and shareholder.

3.          LITIGATION

Except as described below, no litigation is required to be disclosed in this Offering Circular:

StrollerStrides. LLC, v. StrollerFit Inc. and Diamond Cut. Inc. (Case No. 05 CV 1125IEG). On May 27, 2005, a competitor, StrollerStrides, LLC filed a complaint in the United States District Court, Southern District of California, against us and Diamond Cut, Inc., alleging the following six causes of action: False Designation of Origin, Cybersquatting, Common Law

StrollerFit® Inc. - UFOC - 03.2006                      4

Trademark Infringement, Federal Trademark Dilution, State and Common Law Trademark Dilution and Unfair Competition. On September 29, 2005, prior to filing its responsive pleading denying the allegations the lawsuit was settled. The resolution of the dispute did not involve the payment of any money by one party to the other.

Neither we nor any person listed in Item 2 of the UFOC is subject to any currently effective order of any National Securities Association or National Securities Exchange, as defined in the Securities Exchange Act of 1934, 15 U.S.C.A. 78a et seq., suspending or expelling these persons from membership in any association or exchange.

4.          BANKRUPTCY

No person 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.


The Initial Franchise Fee is $3,750, is entirely non-refundable and is uniform as to all franchises currently being offered. You must pay the Initial Franchise Fee in a lump sum when you sign the Franchise Agreement. The Initial Franchise Fee becomes part of our general funds and there is no limit on its use.

The Initial Franchise Fee covers training for one person and an initial StrollerFit® Managing Instructor, if that person is not the Franchisee and has been approved by us (see Item 11 for more information on our Training Program), and a StrollerFit® Core Business Franchise Starter Kit (includes marketing materials, training video, handbooks).

You will also pay us a nonrefundable fee of $100 for the career apparel we will provide to you, which you and/or your Instructors are required to wear during all activities related to your StrollerFit® Core Business Franchise.

6.          OTHER FEES

Name of Fee(1>


Due Date


Royalty Fee

The greater of 15% of Gross Class Revenues'2'or Monthly Minimum royalty: 1st 90 days-no minimum, after 90 days, $150/mo

Percentage and minimum royalties are due on the 5th day after each royalty period (currently monthly).

Commencing with the royalty period in which you begin your StrollerFit® operations or 90 days after the effective date of the Franchise Agreement, whichever is earlier.

Credit Card or Electronic Fund Transfer ("EFT") Services''

3% of each sales transaction

As required

For customer purchases using credit cards or EFT. Automatically deducted from your account at the time of transaction. A copy of our then current EFT and credit card information from will be provided to you in the Operations Manual.

StrollerFit® Inc. - UFOC - 03.2006                      5



Due Date


Interest and Late Fees

Interest is highest applicable legal rate for open account business credit. (Not to exceed 1.5% per month)

Administrative late fee of $25 for each late report and payment.

Payable on demand.

Interest on all amounts owed us.

We may require payment by cashier's check for repeated late payments.

Recertification Fee


Before successor term begins.

If we award you a successor franchise, you and/or your Managing Instructor must be recertified (by either us or a nationally accredited fitness certifying agency approved by us).

Convention/Meetings Fee

To be determined, plus all additional costs of attendance.

To be determined.

If we hold a convention or a meeting, we reserve the right to charge a reasonable fee to cover our costs of the event. You must attend all mandatory events, and bear all costs of meetings.


Satisfaction, Quality Control Programs

To be determined.

On demand.

We may institute various programs for auditing customer satisfaction and/or other quality control measures; you may be required to pay the costs of these programs.

Required Inventory Costs


As required

You will need to replenish what is sold periodically. See Item 7.

Internet Access Fees

$20 to $100

Monthly or as you arrange

To the service provider of your choice

Audit Expenses

Cost of audit, and understatement plus interest.

Within 15 days of invoice.

Costs of audit payable if a discrepancy of Gross Class Revenues is greater than 5%.

Additional Trainee/Refresher Training Fees

To be determined, plus travel, living and incidental expenses.

As agreed.

We charge a fee for the initial training of additional trainees {the Initial Franchise Fee covers training for one person only). We may also charge a fee for optional and mandatory refresher/additional training programs.

On-SJte Consultations

To be determined, plus travel, living and incidental expenses.

As arranged.

We may provide on-site assistance for which we may charge a fee.

Management Feest4)

A fee reasonable under the circumstances and in our Business Judgment per day, plus

Deducted from funds of your Franchise.

Only payable if you are in default.

StrollerFir® Inc. - UFOC - 03.2006                      6



Due Date


compensation, other costs, travel and living expenses of appointed manager.

Territory Adjustment Fee<5>


At the time of your application for adjustment

Must be submitted in writing and subject to approval by StrollerFit, Inc. in our Business Judgment.

Transfer Fee


At the time of your application for a transfer.

(1)         All fees described in this Item are applicable to each StrollerFit® Core Business Franchise unless otherwise noted. All fees are imposed by and payable to us and are nonrefundable unless otherwise noted. If we implement one, you must participate in an electronic funds transfer and reporting program, which would authorize us to utilize a pre-authorized bank debit system. All royalties owed and any other amounts designated by us must be received or credited to our account by pre-authorized bank debit by end of business on the 5th day after a royalty period. You authorize us to debit your account by an amount equal to the minimum continuing royalty if a royalty payment is not received when due, and to collect the balance of any amounts owed in accordance with the Franchise Agreement. We may also require that any amounts owed or to be owed to us and/or any of the Franchisor-Related Persons/Entities be paid by charges against your credit card, and you must provide us with appropriate authorizations on our request.

(2)         Gross Class Revenues includes all charges and/or revenues which are, or could be, received or earned by you from any customer for the payment of the fees to participate in any and all StrollerFit® classes and programs. Gross Class Revenues does not include any revenues associated with sale of Designated Equipment or Products other than classes. All sales and/or billings for class and program fees, coupons and gift certificates, whether collected or not, will be included in Gross Class Revenues, with no deduction for credit card or other charges. Gross Class Revenues does not include sales tax collected and paid when due to the appropriate taxing authority and actual customer refunds, adjustments and credits.

(3)           Your customers may purchase Classes or Products through our website, using a credit card or EFT bank service and processing program. Should you choose to provide your customers with EFT services, you will be charged a $25 set up fee, and an additional $1.00 per new customer. You will also be charged a fee of $1.00 for each customer changing her payment method. All fees are due upon sign up, or change in method of payment.

(4)           If we deliver a notice of default to you, in addition to our other rights and remedies, we have the right to appoint a manager to operate your Franchised Business until you have cured all defaults {or if the defaults are not curable, indefinitely). We will keep all funds from the operation of the Franchised Business during the period of management by us in a separate fund and all expenses of the Franchised Business, including compensation, other costs and travel and living expenses of our appointed manager, will be charged to and paid out of the fund. If the fund we maintain is insufficient to pay the expenses of the Franchised Business in a reasonable business-like manner, we will notify you and you must, within 5 business days, deposit in the fund the amount we require to attain a reasonable balance in the fund.

(5)          If we receive a request to modify the originally agreed upon boundaries of your Territory in a manner that does not increase the size of the territory in terms of population or

StrollerFit® Inc. - UFOC - 03.2006                      7

geography, and we, in our Business Judgment agree to such a modification, you will be required to pay a Territory Adjustment Fee of $250, and sign a General Release.


Certain estimated costs for opening and operating during the initial phase of the business.


Estimated Amount

Method of Payment

When Due

To Whom Payable

Initial Franchise Fee111


Lump Sum

On signing




Expenses While Training121


As arranged

As incurred

Transportation Lines, Hotels, etc.


$0 - $300

As arranged

Prior to opening

Approved certification agencies



As arranged

As incurred, prior to opening

Approved Suppliers, Vendors

Replenishment Inventory(3)


As arranged

As incurred, prior to opening

Approved Suppliers, Vendors

Initial Inventory

$590 41,000



As arranged

As arranged

Insurance Agencies

Grand Opening Program'51

$50 - $500

As arranged

As arranged


Computer hardware/software

$0- $2,000

As arranged

Prior to opening




Lump Sum

Prior to opening


Business Licenses17'


Upon Application

Local or State governmental agencies

Employee Wages

$0 -$500

As arranged

Additional Funds-3 months18'

$0 -$600

As arranged

As incurred

Employees, Approved Suppliers, Utilities, Vendors, etc.



(1)         The Initial Franchise Fee is entirely nonrefundable. We do not finance any fees.

(2)         You must arrange your transportation and pay the expenses for transportation, meals and lodging for you and your Managing Instructor (if any) while attending the 2-day training program. The amount you spend will depend on several factors, including the distance you have to travel and the type of accommodations you choose. We based this estimate upon attendance of 1 person.

(3)         Replenishment Inventory is the estimated cost for you to replenish your initial inventory of approved products for resale that are obtained from approved suppliers. The

StrollerFit® Inc. - UFOC - 03.2006                      8

composition of your inventory and related expenses can vary depending upon product availability, manufacturer pricing, shipping costs and other factors, including how much inventory you choose to carry. However, you are required to maintain a minimum Required Inventory throughout the franchise term (please see Item 8 for more information); currently the minimum required expenditure on the initial required inventory is $590. See Item 6 above.

(4)         Throughout the term of the Franchise Agreement, you must maintain in force insurance policies as specified in the Manuals or otherwise. We may specify the types and amounts of coverage required under these policies and require different and/or additional kinds of insurance at any time. You will provide us with the annual certificates of the required coverage. Each insurance policy must:

a)    name us, our Affiliates, shareholders, officers and directors as additional insureds;

b)  contain waivers of subrogation in favor of us and our Affiliates (which shall be operative only so long as available in the State having jurisdiction over an affected claim and provided further that no policy of insurance is invalidated thereby);

c)   be written as primary policies which provide that any insurance that we may carry is strictly excess, secondary and non-contributing with any insurance carried by you;

d)   contain a provision that we, although named as an additional insured, shall nevertheless be entitled to recovery under the policy for any loss occasioned to us, our agents and/or employees by reason of your negligence, or the negligence of your employees or agents;

e)  provide thirty (30) days' prior written notice to us of any material modifications, cancellation, or expiration of these policies;

f)  be endorsed as needed to provide cross-liability coverage for you and us; and

g)  provide for severability of interests.

(5)         It is estimated that you will spend at least $50 on a grand opening marketing program to support the opening your Franchised Business. We will furnish advice and guidance to you with respect to your program. It is also anticipated, but not required, that you will spend at least $50 in each royalty period for local advertising and promotion of your StrollerFit® Core Business Franchise. You must submit upon our request written verification of your expenditures.

(6)         You and your Instructors are required to wear applicable uniforms/logo wear as may be required by us.

(7)         You must obtain any local or state business licenses as applicable.

(8)         The StrollerFit® Core Business Franchise is designed so that it may either be operated as a part-time business or as a full time enterprise. Additional Funds is an estimate of the funds needed to cover business (not personal) expenses during the first 3 months of operation of the Franchised Business. New businesses (franchised or not) often have larger expenses than revenues. As with most businesses, your costs will depend on factors such as how much you follow our recommended systems, your technical, marketing and general business skills, local economic conditions, the local market for your business, competition, local cost factors, location and the sales levels achieved by you. This is only an estimate, and we do not guarantee that the amounts specified will be adequate. You will need substantial additional funds during the 3 months of initial operation (and perhaps for longer periods). The 3-month period from beginning business covers the time by which most Franchisees are fully in operation, but

StrollerFit® Inc. - UFOC - 03.2006                      9

does not necessarily mean that you will have reached "break-even" or any other financial position by that time. In addition, the estimates presented relate only to costs associated with the Franchised Business and do not cover any personal, "living" or other expenses you may have. In preparing the figures in this chart, we relied on our Founder's seven years experience developing and working with the StrollerFit concept.

(9) Costs to begin operations and other financial requirements may be more or less than the figures specified above, as a function of the size of business {staff, anticipated volume of business, etc.) which you intend to operate, the area in which you intend to operate and other factors, as mentioned above. Many of these factors are primarily under your control in your independent operation of the business. We have made no provision for capital or other reserve funds necessary for you to reach "break-even" or any other financial position nor do any of these estimates include any finance charges, interest or debt service obligations or any royalties or other franchise-related fees. You should not assume that revenues from your customers will necessarily cover your initial for other) expenses and we cannot reliably estimate when (if ever) you will reach "break-even" or any other financial position. We do not have that ability for units owned and operated by us and we certainly do not have that ability for any units owned and operated by you. You should review these figures carefully with a business advisor, such as an accountant, before making any decision to contract to purchase a StrollerFit® Franchise. We have based the Additional Funds estimate on our Business Judgment and limited experience in this market.

Since costs can vary with each Franchisee, we strongly recommend that vou (a) obtain independent estimates from third-party vendors and your accountant of the costs which would apply to your proposed establishment and continued operation of a StrollerFit® Franchise, (b) discuss with current StrollerFit® Franchisees their economic experiences (including initial costs) in opening and operating a StrollerFit Franchise (although there may be a limited number of franchisees to speak with because we are a start up franchise company), (c) research applicable regulations and their impact on your costs and operations and (d) carefully evaluate the adeouacv of your total financial resources and reserves.

Although we make no estimates or representations regarding financial performance of a StrollerFit® Franchise, we recommend that, in addition to the additional funds shown, you have sufficient personal savings and/or income so that you will be self-sufficient and need not draw funds from the Franchised Business for at least 3 months after start-up. We cannot predict if you will have reached positive cash flow by that time or not.


We currently require that you maintain a Required Inventory of various Designated Equipment and Products as set out in Exhibit 9.2 (C) to the Franchise Agreement. The items and quantities in Exhibit 9.2 (C) may be modified and added to periodically on 30 days advance written notice to you.

In the future, we may provide you with the following products and services, all of which you may have to obtain only from us {and/or a designee of ours): exercise products (including "home gym" accessories, videos, mats, music CDs), dietary supplements, apparel and other inventory items; and computer software and hardware. You may be charged for these products and/or services. Since we are just beginning to grant franchises, we have no figures on the amount of revenues that we may receive from purchases by franchisees.

We do not condition our delivery of material benefits, such as the grant of a successor or additional franchise, on your use of designated or approved sources. However, failure to use approved items might, like other matters, be a default under the Franchise Agreement and, in

StrollerFit® Inc. - UFOC - 03.2006                     10

general, any Franchisee in default would not be granted a successor or additional franchise and might even be subject to Termination.

How We Issue and Modify Standards and Approvals of Suppliers and Products

You must purchase, use and offer each of, and only, the types, brands and/or quality of equipment, products and services we designate. You may not offer or deal with any products, services or suppliers not approved by us. We formulate and will provide you (through the Manuals or other means) with any applicable specifications for equipment, inventory, website layouts, customer service requirements and other items, all of which are subject to change by us. Approved suppliers may include, and may be limited to, us and/or companies affiliated with us. We may designate a single supplier or multiple suppliers, and may concentrate purchases with one or more suppliers.

We may approve, revoke or deny approval of particular items or suppliers in our Business Judgment. You can request the approval of an item, service or supplier by notifying us in writing and submitting any information and/or materials we may request. Generally, we condition our approval of a supplier based on the proposed item meeting our exact specifications. We have no contractual obligation to notify you within a specific period of time whether or not you are authorized to purchase or use the proposed item or to deal with the proposed supplier. However, we plan to notify you within 7 business days of receiving adequate information and/or materials relating to the item being evaluated. Currently, we do not receive revenue or other benefits from suppliers in relation to items purchased by our Franchisees, but we plan to do so in the future.

Proportions of Required Purchases

We estimate that assuming the estimated minimum initial costs to begin operations and other financial obligations are within the ranges described in Item 7 of this Offering Circular, the proportion of your purchases and leases of goods and services from approved suppliers or of products that meet our specifications to be approximately 50% to 70% of all the purchases and leases in establishing your Franchised Business and approximately 30% to 50% of your ongoing costs of operating your Franchised Business.

In the fiscal year ending December 31, 2005, approximately 7% of our total revenue was from product sales of required inventory products purchased by the franchisees from us.

Negotiation of Purchase Arrangements

Currently, we do not negotiate purchase arrangements, such as volume discounts, with approved suppliers for the benefit of our Franchisees, but we may do so in the future.

Purchasing or Distribution Cooperatives

Currently, there are no formal or mandatory purchasing or distribution cooperatives in the System, but we reserve the right to institute them in the future.



StrollerFif Inc. - UFOC - 03.2006                     11


Section in franchise Agreement

Item in Offering Circular

a. Site selection and acquisition/lease


11, 12

b. Pre-opening purchases/leases

3.1,3.2,9.2, Exhibit 9.2(B)

5, 6, 7, 8

c. Site development and other pre-opening requirements

3.1,3.2, 10.4


d. Initial and ongoing training

5.1,5.2, 10.4

5,6,7, 11

e. Opening


7, 11

f. Fees

3.2,5.1,5.2,9.1 -9.2,9.4, 9.6, 11.1, 12.2, 13.2, 14.3, 15.5

5,6,7, 11

g. Compliance with standards and policies/Operations Manual

1.1,2.1,2.3, 5.3, 9.2(B), 10.1 -10.3, 11.2

8, 11

h. Trademarks and proprietary information

6.1 -6.4,8.1, 16.1

13, 14, 17

i. Restrictions on products/services offered

2.2, 2.3, 9.2(B), 10.2, Exhibit 9.2(B)

8, 12, 16

j. Warranty and customer service requirements


k. Territorial development and sales quotas



1. Ongoing product/service purchases

4, 9.2(B), 10.2, Exhibit 9.2(B)


m. Maintenance, appearance and remodeling requirements

3.3, 10.1


n. Insurance



o. Advertising

2.3,3.2, 11.1

7, 11

p. Indemnification

7.3, 13.3, Exhibit 1,


q. Owner's participation/ management/staffing

5.1, 10.4, 15.5

6,7, 15

r. Records/Reports

12.1 -12.2


s. Inspections/Audits

4, 10.4(D), 12.1 -12.2


t. Transfer

13.1 -13.4

6, 17

u. Renewal


6, 17

v. Post-Termination obligations

8.1, 8.2, 16.1-16.2


w. Non-Competition covenants

8.2, 16.2


x. Dispute resolution0'

17.1 -17.9

9, 17

y. Other



(1) The Franchise Agreement contains a simple dispute resolution clause which states that if the parties cannot resolve their differences amicably they will proceed to litigation. There are no mandatory arbitration clauses. You should read Sections 17 and 19 of the Franchise Agreement and you may want to consult an attorney regarding the effect of these provisions.


We do not offer direct or indirect financing. We do not guarantee any of your obligations.

StrollerFit® Inc. - UFOC - 03.2006                     12


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

Our Pre-Opening Obligations to You. We have the following obligations to you before you open your Stroller Fit"5 Core Business Franchise to the public:

A.          We will provide you with initial training and Instructor certification (Franchise Agreement, Section 5.1).

B.          We will provide you with the then-current handbooks, training videos, DVD's, Starter Kit, marketing materials and website/email account access. (Franchise Agreement, Sections 5.2 and 11.3)

C.          We will loan you a copy of (or provide you electronic access to) the Manuals (Franchise Agreement, Section 5.3). Currently, the Operations Manual contains a total of 158 pages. A copy of the Table of Contents to the Manuals is attached to this Offering Circular as Exhibit E.

D.          We will furnish guidance on your grand opening marketing plan (Franchise Agreement, Section 3.2).

E.          We will furnish you with standards, specifications and other requirements for your StrollerFit® Core Business Franchise (Franchise Agreement, Section 10.1; see Item 8).

Our Obligations During the Operation of Your StrollerFit® Core Business Franchise. We have the following obligations to you during the operation of your business:

A.          We will furnish ongoing guidance in the operation of your StrollerFit® Core Business Franchise. We may provide this guidance electronically, in writing or telephonically, through training programs and/or on-site consultations, among other methods. We may charge a reasonable fee for any on-site consultations. (Franchise Agreement, Section 5.2).

B.          We will provide you access to: franchisee support resources; updated Manuals and marketing materials; and ongoing web hosting of your designated StrollerFit® franchise webpage (Franchise Agreement, Sections 5.2, 5.3, 11.3).

C.          Although we are not contractually obligated to do so, we will offer assistance in developing and/or finding Instructors and provide you with retail pricing guidelines.


Local Marketing

It is anticipated that you will spend at least $50 for local advertising and promotion of your StrollerFit® Core Business Franchise each royalty period. If we request it, you will submit verification of your expenditures in a form prescribed by us. Appropriate local advertising expenditures may include classified telephone directory listings and advertising. The value of discounts, coupon redemptions and/or products or services given without charge will not be considered to meet your local advertising obligation. You must use all materials and programs designated by us as mandatory.

Your advertising must be in good taste and conform to ethical and legal standards and our requirements. At your initial training we will provide you with marketing materials in one or

StrollerFit® Inc. - UFOC - 03.2006                     13

more multi-media formats which may include a marketing video, a DVD or CD ROM containing certain templates, forms, logos, print ads, starter brochures and access to the StrollerFit website. You must at all times maintain up to date information on your designated StrollerFit® sub-website pages which will be accessible to all potential customers using the Internet. You do not need to obtain our approval to use the marketing materials that we provide to you at initial training if you use them in substantially the same form. However, you may not use any other advertising materials (including promotional materials and any use of the Marks and/or other forms of commercial identification) for any media, electronic or otherwise, without our prior written approval, subject to our Business Judgment. Although we are not obligated to review the proposed advertising materials within a specific time period, we typically will notify you of our decision within 7 business days.

Computer Hardware and Software

In the future, we may introduce to the System computer software and hardware (including point of sale and back office systems) which you may, but shall not be required to purchase, use, maintain and update at your expense, as specifications and requirements may be modified over time. In some cases, these components may only be available through us or approved vendors. You must maintain your systems online to allow us access to your StrollerFit® Core Business Franchise data and information. You must comply with our then-current Terms of Use and Privacy Policies and any other requirements regarding all computer and other systems, including Internet usage. You must pay all supplier and/or licensor (which may include us) charges for use, maintenance, support and/or updates to the required systems. We do not have a contractual obligation under the Franchise Agreement to provide any maintenance, repairs, upgrades or updates on any software or hardware. There are no contractual limitations on the frequency and cost of upgrades and/or updates to the systems or programs. (Franchise Agreement, Sections 4 and 12.1).

You must regularly monitor your assigned StrollerFit® email account and use it as your primary StrollerFit® Core Business Franchise email account.

You will use the computer for basic accounting practices, receiving and responding to emails, submitting monthly reports, and maintaining, and updating your designated StrollerFit® webpage (www.strollerfit.com). We will have access to all data captured by these computers relating to the operation of your StrollerFit® Core Business Franchise.

There is no contractual limitation on our use of the data, although any use by us shall be for reasonable business purposes.

Currently we require that, at a minimum, your computer system supports Internet access, an email account, and printing capabilities. If you do not currently own an adequate computer system, we estimate that you would spend approximately $2,000 acquiring one. Factors affecting this estimate include your choice of vendor, peripherals, software, and Internet service provider.

We do not warrant or have any responsibility for the software or hardware you must obtain. Any warranty you may have on equipment or software will be limited to that provided by the applicable manufacturer or licensor.

Selection of the Location of Your Business

You will select the location(s) of your StrollerFit® Core Business Franchise site and we will evaluate and either approve or disapprove each of your sites (typically within 10 days). We consider factors such as safety, size (a minimum area of 100 x 50 feet), ground surface conditions and availability of parking in evaluating a proposed site(s).

StrollerFir Inc. - UFOC - 03.2006


The square footage of actual sites is expected to vary to some extent. We will consider the site size as an evaluation factor with any proposed location, (along with the other merits of each proposed site), but currently we will not consent to a proposed site that is less than 5,000 square feet. We may change these size limitations and other policies as we consider appropriate. We may establish other facility specifications, which we will provide in the Manuals or through other written or electronic instruction.

You must have our written acceptance of a site location within 60 days from the date of your Franchise Agreement. If you do not have our written acceptance of a site location within 90 days from the date of your Franchise Agreement, we may terminate the Agreement and you will not receive a refund. (Franchise Agreement, Section 3.1).

Typical Length of Time to Open Your Business

The typical length of time between the signing of the Franchise Agreement and the payment of the Initial Franchise Fee and the opening of a Franchise is 90 days. If you do not meet all of your pre-opening obligations (see Sections 3.1 and 3.2 of the Franchise Agreement) within 90 days, we may terminate the Agreement and you will not receive a refund. Factors affecting this length of time include securing an approved site, obtaining applicable business licenses/permits and completion of training and certification. You may not open your StrollerFit® Core Business Franchise or begin holding classes until we give you your opening notice.


Initial Training and Certification

You and your Managing Instructor if you have one, {see Item 15 and Section 10.4 of the Franchise Agreement for a definition of this position) must complete our 2-day Initial Training Program to our satisfaction before you open your StrollerFit® Core Business Franchise to the public. The program will include video-based training as well as classroom training at our corporate offices in Cincinnati, Ohio or at one of our Area Director Facilities. The Initial Franchise Fee covers the cost of the Initial Training Program (not including travel, living and incidental expenses) for you and your Managing Instructor (if you have one) and we will charge a reasonable fee for training and certification of additional and/or subsequent Instructors. We can choose to eliminate or shorten training for persons with comparable experience. You must pay all transportation, food, lodging costs and personal expenses that you incur during training. Currently, we offer training and certification on an as-needed basis. (Franchise Agreement, Section 5.1). Alternatively, if you are eligible and approved by StrollerFit, Inc., we may provide you with video or DVD training materials and you may self train by using the videos and DVDs and providing us with a video or DVD of your application of the training so that we may watch and evaluate the ability of you and/or your Managing Instructor to conduct the StrollerFit® classes and to gain StrollerFit certification.

In addition to our Initial Training Program, you or your Managing Instructor will be required to obtain a CPR certification, including infant CPR and attend and successfully complete a certification course approved by us (which may be administered by us or a nationally accredited fitness certifying agency approved by us). To be eligible to participate in the StrollerFit® certification course, we require you or your Managing Instructor to have either (1) a certification from a StrollerFit® approved agency or (2) a four year degree from an accredited college in a Fitness related field.

You and/or any of your Instructors must complete the certification program within 60 days after signing the Franchise Agreement. The training will conclude with a certification test to

StrollerFit® Inc. - UFOC - 03.2006                     15



ensure that you or your Managing Instructor can demonstrate the proficiency in the System. In some circumstances, the certification may be completed as part of the Initial Training Program. If we provide you with the certification program separately from the Initial Training Program (in the case of an additional or new Instructor), you will pay us a $250 certification fee (see Item 6), and you wilt be responsible for paying all other related expenses.

Debbie Schmidt and/or Elizabeth Brougher will be teaching and/or supervising the Training Program courses (please see Item 2 for their biographies).

Our current Initial Training Program curriculum is as follows:


Instructional Materials


Training (Hours/Days)

On the Job





Operation Manual

1 Hour

Debbie Schmidt and/or Elizabeth Brougher


Operation Manual

6 hours

Debbie Schmidt and/or Elizabeth Brougher


Operation Manual

2 hours

Debbie Schmidt and/or Elizabeth Brougher

Exercise Programs

Operation Manual

8 hours

Debbie Schmidt and/or Elizabeth Brougher


9 hours

8 hours

Ongoing Training. Recertification

We can require that you and/or your Instructors attend additional and/or refresher training programs, including national and regional conferences, conventions and meetings, as we may reasonably require to correct, improve and/or enhance your operations, the System and its members. You will be responsible for all travel, living, incidental and other expenses for you and your personnel attending optional or mandatory training programs, seminars or meetings. We may charge a reasonable fee for any training program, conference, convention or other event.

If you are awarded a successor franchise after your initial 2 year franchise term, you must be re-certified by us or a nationally accredited fitness certifying agency approved by us before beginning your successor term. If you elect to be recertified by us, we will charge a recertification fee of $250 per Instructor and you will be responsible for all other related expenses (travel, Instructor compensation, etc.). (Franchise Agreement, Section 14.3).


Location and Customers

The Franchise awarded is for the operation of a single StrollerFit® Core Business Franchise at an approved location(s) within a prescribed geographical area (the "Territory"). You may not change the location(s) from which you operate your StrollerFit® Core Business Franchise without our prior written consent, which may be granted at our sole discretion. Our current policy

StrollerFit® Inc. - UFOC - 03.2006                     16

allows you to solicit or service customers located anywhere, except that you may not solicit or service national or regional accounts which are currently being serviced or solicited by us or other StrollerFit® Core Business Franchises. If you would like to use the Marks or System at another location, then you must have our prior written consent. We may award you additional franchises, but only at our sole discretion.


Your Territory is determined by population density, market potential, demographics, proximity of hospitals, fitness facilities, parks, parent-baby retail outlets, and by direct market information inquiries made by us within a particular area. Your Territory will be designated by us and described in Exhibit 2.2 to the Franchise Agreement. In determining "market size" we obtain population density figures from government census information. We also consider the number of hospitals within a proposed geographic area. Territories for medium-sized markets typically are approximately 30 square miles. However, we reserve the right to specify a larger or smaller territory according to market size and/or other relevant factors.

We generally limit our territories to a minimum population of 30,000 and maximum population of 300,000.

Except as provided in the Franchise Agreement, and provided that you are in Good Standing, we will not locate or award a franchise for another StrollerFit® Core Business Franchise within your Territory. We may award franchises for, and/or operate ourselves {or through an affiliated company), StrollerFit® Businesses or other businesses of any type to be located anywhere in adjacent and/or other territories. You have no rights to, and will not attempt to restrict the establishment, operation or otherwise of, any Similar Business or other business (whether or not using the Marks and/or System) located outside your Territory, irrespective of how close any these business(es) may be to your Territory or the distance from, impact on, or vicinity of, your StrollerFit® Core Business Franchise or the number of StrollerFit® Core Business Franchises in any area or market.

Distribution Channels

We and Franchisor-Related Persons/Entities expressly reserve the rights to sell StrollerFit® Brand {or any other brand) Products and Services (whether or not competitive) to customers located anywhere {including within your Territory) using any channel of distribution located anywhere (for example through the internet), subject to Section 2.3(B) of the Franchise Agreement and certain conditions for specific opportunities in relation to national or regional accounts as described below. In addition, you will comply with any future System Standards regarding intra-franchise sales and System-wide co-operation. For example, we may implement a System Standard that would allow customers of any StrollerFit® Core Business Franchise to buy a coupon which could be redeemed at any other StrollerFit® location.

Site License

A "Site License" is one type of national or regional account distribution opportunity that we may enter into, in which we award a fitness center, or other business, chain the rights to operate a StrollerFit® Core Business Franchise at its locations within your Territory at any time. If you are in Good Standing you will receive 25% of the net class revenues actually received by us from a StrollerFit® Core Business Franchise operated by a Site Licensee within your Territory. The right to receive these proceeds is subject to our right to set off payments due to us (see Section 9.5 of the Franchise Agreement).

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The original documents were scanned as an image. The original file can be downloaded at the link above.