RAPID REFILL - FDD UFOC ITEM 1 Detail

ITEM I

THE FRANCHISOR AND ANY PARENTS. ITS PREDECESSORS AND AFFILIATES

The Franchisor and Its Parent

To simplify the language in this offering circularDisclosuceJocunifinj, the words "we," "us," and "our" refer to Rapid Refill Corp., which is the franchisor. We conduct business under the name and mark "Rapid Refill" or "Rapid Refill Ink," and do not conduct business under any other name. "You" means the person or entity who buys the franchise.

We offer-franchises te-operote-full service stores that-oan-process and refill ink or toner-eartridgesfor-ink-jet-and-laser printers, oopy-and fax machines and-all-in-one-machines ("Cartridges-);-whieh-serve as a retail-storefront, whioh maintain full-ink-jet and-laser toner-earlridge-remanufaoturing-eqwpment-and supplies; and-that-are-physieally looated-in-mnlls, stroetfronts_r-and other-retail-estobHshments (a "Full Servioe-Store"). Other-typos of Store designs inoludo retail serviee-only-stores (without ink-jet and-laser toner-cartridge remanu factoring''equipment and-eapabilities)-thal are^ looated in malls, streetfronts_rand other retail-establishments ("Retail-Only Stores").�Additionally, part ''Of-our-business is unattended branded drop off boxes loented within and outside retail establishments ("Drop Boxes"), and cartridge reoyoling-birtS''looated in b school or for the benefit-of youth groups-and otherorganizations ("Cartridge Reoyoliog-Binfi"'') used for the recovery of Cartridges from-oustomers:

We-are a Minnesota corporation incorporated on May 8, 2007. Our principal place of business is located at 18732 Lake Drive East, Chanhassen, Minnesota 55317. We are a wholly-owned subsidiary of Rapid Brands^ Inc., a British Columbia corporation (our "Parental, that is publicly traded on the Canadian Stock Exchange. Our Parent was formed in January 2006 as an Ontario corporation under its original name, RDS Acquisition Corp. Through As noted more fullv in Item 21. through a reverse take over and a series of mergers ("Mergers"), which commenced on May 31, 2007, we merged with our immediate predecessor, Rapid Refill Ink International Corp. ("RRIIC"), a Minnesota corporation. As a result, on the morning of June 1, 2007, at the completion of the Mergers, we commenced operations. Our Parent''s principal place of business is 18732 Lake Drive East, Chanhassen, Minnesota 55317.

Our agents for service of process arc listed in Exhibit A to this Offer-ing-GtreularDiadosure Document.

As a result of the Mergers, we acquired the Rapid Refill-Ink^-franchise system, trademarks, other intellectual property, and related assets oJLlheJaisingss currently operaiing-fls "Ra.PJP_RF.F1LL" or "RAPID &EFJLL_]_i K__from RRIIC, our immediate predecessor.

■We have one-affiliate;--Cash For Carts, LLC ("CFC").�CFC is an Oregon-limited-liability company organized on-January-12, 2005, which is owned in part by a Rapid RefillGorprdireelor^Dan White. CFG is on approved vendor of cartridge recycling-servioes-and-our-franchisees may^but-are not obligated to, purchase suoh-reeyeling-serviees from CFC. CFC hosnot-and-does notoffer-franehises-inany line of business. CFC''s address and-prineipal place of business is 834-5-1-Lazy E Way, Creswell, Oregon 97126. CFC''s telephone number is 511.895.3716.

Our Predecessors and.Affiliates

We have no predecessors or_a.ffiHates except as noieiLfaelow, Our immediate predecessor, RRIIC, was organized in the State of Minnesota on March 8, 2005. RRIIC maintained its principal place of business at 18732 Lake Drive East, Chanhassen, Minnesota 55317. RRIIC conducted business under the name "Rapid Refill Ink," and conducted business of the type offered in this Offering-GiroularDisclosure

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Uniglobe Travel (U.S.A.), L.L.C. � Conversion UF�C-FDD - 4/1/�708

Document from March 20, 2005 until the Mergers. RRJIC did not engage in other lines of business or offer franchises in other lines of business.

RRIIC''s predecessor, Rapid Refill Ink International, LLC (the "RRIIL"), was organized in the State of Oregon on April 24, 2003 under the name "Cartridge Works LLC." It later changed its name to "Rapid Refill Ink, LLC" (on December 31, 2003) and then again to "Rapid Refill Ink International, LLC" (on April 23, 2004). RRIIL''s principal place of business was 132 East Broadway, Suite 900, Eugene, Oregon 97401 (541.683.3770). It conducted business under the names "Cartridge Works" and "Rapid Refill Ink." RRIIL first conducted a business of the type offered in this offering-etr-eularDisclosure Document in 2002 and offered franchises from January 2004 until the March 20, 2005. RRIIL also licensed two individuals to operate businesses in California, similar to Stores, one of which used the Proprietary Marks, and neither of which used the methods and information employed under the System. RRIIL later offered each of these licensees the chance to convert their business to a Store. RRIIL did not engage in other lines or business or offer franchises in any other lines of business.

We have�no_affiliates. However, as.noted in .Item 2, one of our officers (Roger Block) and a director (Michael BatP hold management positions with The Travel Franchise Group and B4 Travel Group. Inc. and related entities. The Travel Franchise Group, Inc._t f/k/a "Carlson Travel Network Associates. Inc.'' ("TTFG"), is a Minnesota corporation formed on June 24. 1984 and located at 6442 Citv West Piirkwjty, Eden Prairie. Minnesota 55344. 1-800-888-8584. TTFG is a subsidiary of TAG Investment Holdings-LLC, a Delaware limited liability company ("TAG"), and an affiliate of B4 Travel Group. Inc. f/k/a Carlson Travel Group, Inc� a California_corporatiQji ("B4T"), wjth_a__prjncipal business address,at 6442 City West Harkway, Eden Prairie, Minnesota, 55344- T_TFG..offers franchises under the following brands: "Results! Travel""." "emPower Travel""." "SeaMaster Cruises"⁰." "BveBveNow.com''*''." "Carlson Wagonlit

Travel

B4T owns and operates a number

md corporate on-site travel services); (ii)_

1; and (iv) the Cruise Specialis

The Franchise Offered

We offer franchises to operate Stores that retail and sell cartridges for ink-iet and laser printers, copy and fax machines and all-in-one machines ("Cartridges''"), as well as other print solutions related products or services we approve. The Stores that are physically located in malls, streetfronts, and other retail establishments. Additionally, part of our business is unattended branded cartridge refill station dmp-off boxes located within ^DQlaulsj^e_jejjiiJ_e_l3blishments ("Refill Stations" or "Drop Boxes"\ and cartridge recycling centers located in a school or for the benefit of vouth groups and other organizations ("Cartridge Recycling Centers") used for the recovery of Cartridges from customers. As explained below, we also offer franchises to operate Commercial Sales Facilities, whereby franchisees focus their sales efforts on businesses and other commercial customers in a defined geographic area.

Your Store will operate under the mark "Rapid Refill iNK^^-aftd-." "Rapid refill" or other trademarks,
service marks, logos and commercial symbols (the "Proprietary Marks") that we designate. We will offer
to qualified individuals a franchise agreement for the establishment and operation of a Store at a
mutually-agreeable location, which will be specified in the franchise agreement that we will sign with you
(a "Franchise Agreement"). The firstAny. Store you open under your first the Franchise Agreement may
be-either- a Full Service Store or-a Retail-Only Store. As mentioned above, a Full Service Store will bejj
retail-only CQnfifiuratijjnjhjuxeJails and_sells Cartridges; processes Cartridge refills-for-ink--jet and laser
inkjet cartridges, .toner cartridgesr-and-is-phy8iealIy-loeoted-ina-maH-_rona-streetfront, or in another retail
establishment. Retail-Only Stores, in contrast to Full Semee^tores_rare retail-service only facilities (that
is, they have no capacity to refill or _md__Mc_Ljra_lucJi5^����������������������������������������� All products sold

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will be sourced from approved vendors (as explained in Item 81 Although some existingJKAPJDjlEFlLL franchisees process Cartridge refills for ink jet or-laser toner-ear-tridgesrandmust-obtftift-these-servioes from-, no nevv Store.will be allowed tp refill cartridges unless, approved to do so in..wrjtjng by us er-another approvedsupplier). Relail-Qnly-Stores can also-be-physically located in a-malV^n " streetfront, or in another rolnil ostablishmentfor a specific cartridge model or a specific series of cartridge models.

We also offer to qualified individuals an inoentivelncenlive Program to establish multiple franchised locations by executing multiple Franchise Agreements-frhe-^R-apid Slarl Program"). If you participate in the Rapid-Starlthis Incentive Program, you must sign an individual franchise-agreement Franchise Agreement .for each location, sign a-Rapid Start Program Addendum for either-a-2-Store or 3-Store Rapid Star4-Package_rand pay an initial franchise feelni�aJ�imncJiis^JEge for each location, in the amount and manner we prescribe. (See Items 5 and 7 for details on the initial franchise fees due under the Rapid Stortlncentive Program).

As pact oLlhe Incentive Program}:

The Rapid Start Program-olso-will-provide for an-extended period under ^eacj}_lciCjUioji_and ffranchise ^KEfiS-Went will include a specLlje^jimeJ''rame in which you may locate sites for andrnusj open fhe-Stores for business under the various Franchise Agreements, (typically,. 12 months .from..the Effective Pate of vour first Franchise Agreement. 24 months from the Effective Date of vour second Franchise Agreement 36 months fmmJhe_Effective Date of the third Franchise Agreement, and so on; all Franchise Agreements. undexjhe Incentive Program_are executed simullanei^usiy). if you fail to open each Store within a specified time frame, however, you forfeit the right to develop the additional Stores under-the-Rapid Start Progfam-as well as any portion of thejnitial Franchise Fees paid toward the undeveloped Store(s). We may, but are not obligated to, allow you to develop the additional Storc(s) in exchange for your agreement to sign a new Franchise Agreement and pay a new Initial Franchise Fee, in the amount and manner we prescribe, for each additional Store that you propose to construct and operate. Alternattvely_rand only if available in your Designoted-Morket-Area ("DMA"), we-may-allow you to-aoqu i re-rig hts-tmdef-a-new Rapid Start-Package-in whioh case-yeu-must pay all then-current Initial Franchise Fees due to us(J_g� Items 5 and 7 for more information on these fees.)

We also offer a program (the "Commercial Sales Program") whereby franchisees mav acquire the right to
sell (via delivery service) RAPID REFILL products and services from a Commercial Sales Facility to
businesses and other commercial customers in a designated area. If vou participate in the Commercial
SalesJ^rogram, you musi^sjgjuLJ^nncJiis^����������������� sign.a Commerc_aI_sa]e_JEi_^

pav an Initial Franchise Fee in the amount and manner we prescribe. (See Items 5 and 7 for more information on tbesethe Initial Franchise Fee.) You mav. but are not required to_r open a traditional retail Store during the term of the Franchise agreement, subject to our written approval. If vou choose to open a Store while operating under the Commercial Sales Program, vou will pav all fees^_and incur all costs (excluding, the Initial Franchise Fee) as noted in Items 5 and 7 of this Disclosure Document, and otherwise operate the Business under,the terms of the Franchise Agreement that YOU executed in connection wi|h the Commercial Sales Program. To be eligible to open a Store while operating under the Commercial Sales Program, vou must be, current on all financial obligations owed to us and to other third-parties related to the franchise, and otherwise be in good standing.

SteresStores and Commercial Sales Facilities operate under a system we have developed (the "System") that is identified by the Proprietary Marks, and which is characterized by procedures, techniques, and methods for merchandising activities; distinct inventory specifications and standards; our confidential operations manual (the "Manual"); as well as methods and techniques for inventory and cost controls, record keeping and reporting, personnel management, purchasing, sales promotion, marketing and

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Rapid Refill Corp. June 2007 UFOC

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advertising. We may change, improve and develop the System during the term of your franchise and you must comply with any such changes at your sole expense.

Other Business Experience

We first conducted a business of the type offered in this offering-c-ireularDiscIosure Document in June 2007. Our immediate predecessor, RRIIC, conducted a business of the type offered in this Offering CircularDisclosure Document beginning in March 2005. As of fene-D_e�ejiib_er 31. 2007, there were 9__LQ_4 RAPID REFILL /w�-franchises in operation. We do not engage in other lines of business or offer franchises in any other lines of business.

Competition

We believe that the market for the sale and servicing of Cartridges and related products is developing and expanding. The Store will compete with retailers selling new "OEM''* (original equipment manufacturer) Cartridges, such as office supply stores, office equipment repair stores, computer supply stores, OEM''s, e-commerce printing suppliers, warehouse chains (super stores), and existing retailers of recycled and reconditioned inkjet and laser toner cartridges._The Commercial Sales Facility will compete, with these same retailers who offer delivery (a service that we believe is developing and expanding) and other non-retail forms of customer order fulfillment.

Industry-Specific Laws and Regulations

You must comply with all local, state, and federal laws that apply to your stores'' operations, including for example health, sanitation, no-smoking, EEOC, OSHA, discrimination, employment, and sexual harassment laws. The Americans with Disability Act of 1990 requires readily accessible accommodation for disabled persons and therefore may affect your building construction, site elements, entrance ramps, doors, etc. You must obtain real estate permits (e.g., zoning), real estate licenses, and operational licenses. You should consult with your attorney concerning these and other local laws and ordinances that may affect your store''s operation.