ITEMI
THE
FRANCHISOR, AND ANY PARENTS, PREDECESSORS AND AFFILIATES
The
Franchisor
TOTAL GOLF ADVENTURES
FRANCHISE, LLC ("TGAFC", "we" or "us") is a California limited liability company which was organized on September 25, 2006. Our
principal business address is 390 North Sepulveda Boulevard, Suite 1060, El Segundo, California 90245. We do business under our corporate name, as well as under
the trade name "Total Golf Adventures." We do not do business under
any other names. In this Disclosure Document, "you" means an
individual, or if you are a partnership, corporation, limited liability company
or other business entity "you" also means your owners).
Our agents for service of process are listed on Exhibit
K.
Our
Predecessors and Affiliates
Our affiliate, Teen Golf
Adventures, LLC ("TGA") is a California limited liability company
that has conducted business under the name Total Golf Adventures since its
organization on November 7, 2002. TGA''s principal business address is 390 North Sepulveda Boulevard, Suite 1060, El Segundo, California 90245. TGA has operated a
business similar in certain respects to the Franchised Business in the Los Angeles, California metropolitan area since August 2003 and is currently operating that
business. We have no predecessors. We have offered franchises for sale since
March, 2007. Neither we, nor TGA, have offered franchises in other lines of
business and do not presently intend to do so.
In addition, from April 2004
through September 2006, TGA granted its licensees (the "Licensees")
the right to use TGA''s intellectual property to operate businesses that
provided golf instruction, at school and after school golf programs, golf
clinics, camps and tournaments and other related activities for pre-teen and
teen age students, youth, adolescents, young adults and adults under the trade
name and service mark "Total Golf Adventures" under License
Agreements with TGA (the "License Agreements"). As of December 31,
2007, there were 14 Licensees operating Total Golf Adventures businesses in 12
states under License Agreements, and 24 franchisees operating Total Golf
Adventures businesses in 15 states, all of whom are listed on Exhibit H attached
to this Disclosure Document. The License Agreements were considered to be
franchises that were offered for sale in California, Indiana, Maryland, Minnesota, New York and Washington without registration or exemption from registration
under applicable law. TGA filed Notices of Violation with the appropriate state
agencies in these states in an attempt to limit that liability. See Item 6
below.
During the period November
2006 through December 31 2007, following the effective dates of our initial
Franchise Disclosure Documents in the applicable registration states, we began
to offer each Licensee the opportunity to terminate his or her License
Agreement and become a Total Golf Adventures franchisee and to operate his or
her Franchised Business under our Franchise Agreement (the "Franchise
Agreement") and our Conversion Addendum to Franchise Agreement in the form
attached to our Franchise Agreement as Attachment C (the "Conversion
Addendum"). Licensees do not have to become Total Golf Adventures
franchisees and may continue to operate their businesses under their License Agreements
until their License Agreements terminate. Licensees who elect to sign our
Franchise Agreement and become Total Golf Adventures franchisees will not pay
an initial franchise fee. TGA no longer offers License Agreements or grants any
rights to Licensees to operate these businesses. Except as described above,
neither TGA nor TGAFC have conducted business or offered franchises for sale in
this or any other line of business.
The
Franchises Offered
002UFDD
We offer franchises for Total
Golf Adventures Franchised Businesses which are identified by certain trade
names, service marks and trademarks, such as "Total Golf Adventures",
the Golf Ball on Fire logo, "TGA" and "Keep Swinging" (the
"Proprietary Marks") and offer our proprietary programs and
curriculums (the "Total Golf Adventures Proprietary Programs") for
golf instruction, at school and after school golf programs, golf clinics, camps
and tournaments and other related activities for pre-teen and teen age
students, youth, adolescents, young adults and adults (the "System").
The Total Golf Adventures Proprietary Programs currently include our trade
secrets and proprietary information, written golf instruction routines,
methods, techniques, manuals, lesson plans, materials and related written
content, our web site, TGA 2 Hole Teaching Aid, End of Session Skills
Challenge, First Day Handout, Three-Level Program, Nine-Ball Curriculum, Golf
Camp Guidelines, Golfer of the Month Questionnaire, Explanation of Props,
Equipment Touch-up Instructions, Explanation of Documents Letter, Website
Suggestions, Outline of Educational Values relative to the Proprietary
Materials, List of Helpful Websites, Handbooks, Cover pages to Handbooks,
Program Templates, Yellow Level Teaching Operating Manual and curriculum, Orange
Level Teaching Operating Manual and curriculum. Red Level Teaching Operating
Manual and curriculum. Blue Level Teaching Operating Manual and curriculum.
Black Level Teaching Operating Manual and curriculum. Red Level Teaching
Operating Manual and curriculum, Teaching Operating Manual,
Attendance Template, Session Outline, Goal Post Assembly Instructions, Chipping
Basket Instructions and additional standard forms, all of which we may
supplement or change in the future (collectively the "Proprietary
Materials"). If we offer a franchise to you, you will sign a Franchise
Agreement which will grant you the right to establish and operate a Franchised
Business in an exclusive territory specified in your Franchise Agreement (the
"Territory").
We also offer a Multiple
Development Agreement (a "Development Agreement") which grants
development rights to qualified Total Golf Adventures franchisees who wish to
operate multiple Franchised Businesses within several exclusive territories
under individual Franchise Agreements for each Franchised Business.
Item 22 of this Disclosure
Document describes the following forms of agreements for these transactions and
the forms of agreements are attached to this Disclosure Document: the Franchise
Agreement and attachments (Exhibit D), the Development Agreement and
attachments (Exhibit E) and the Confidentiality Agreement (Exhibit F).
You will compete with other
businesses which offer after-school athletic, recreational, educational and other
programs to pre-teen and teen age students and adults which are well developed
in major metropolitan areas. You will offer the Total Golf Adventures
Proprietary Programs to pre-teen and teen age students and adults at schools,
private and public golf courses, parks, YMCA''s, churches, temples, community
centers and the like.
Industry-Specific
Regulations
You must comply with all
local, state, and federal laws that apply to your Franchised Business. You
should consult with your attorney concerning license requirements that may
affect your Franchised Business.
