STUDIO NOIR

Private · Master Plan · v1.0
STUDIO NOIRFDD PREP

STUDIO NOIR · FDD Preparation

Phase 1: not applicable.

Phase 3 activation. Full FDD (Franchise Disclosure Document) prep begins 2031-2032 as part of Phase 3 franchise system launch.

What an FDD is

The FDD is the federally required disclosure document a franchisor must give to every prospective franchisee at least 14 days before signing. Filed with FTC + state regulators (in franchise registration states).

Contains 23 disclosure items including: - Franchisor history + management team - Franchise fees + royalty structure - Estimated initial investment (transparent range) - Franchisor’s financial performance representations (audited financials) - Territory rights - Trademark and IP rights - Training + support obligations - Termination and renewal terms - Financial statements (audited) - List of existing franchisees + former franchisees - Litigation history

Phase 3 FDD preparation timeline (rough)

  • 2031 Q3: Franchise counsel retained (specialist firm, likely DLA Piper or Perkins Coie franchise practice)
  • 2031 Q4: Draft FDD begins
  • 2032 Q1: Financial statements audited (last 3 years Phase 2 operating history)
  • 2032 Q2: FDD reviewed by FTC + registered in franchise registration states (CA, NY, IL, WA, VA, MD, MN, ND, RI, SD, WI, HI, KY, MI, NE)
  • 2032 Q3: FDD live, franchise sales team activated

Phase 3 FDD preparation costs

Rough estimate: - Franchise counsel (specialist firm): $75K-$150K for initial FDD draft + state registrations - Financial audit: $25K-$50K for 3 years of Phase 2 operating history - FTC filing fees: minimal, but state registration fees vary ($200-$1,500 per state) - Ongoing annual updates: $25K-$50K

Total Phase 3 FDD preparation cost: ~$100K-$200K.

Funded by: - Phase 2 retained earnings by 2031 (should be $500K+ retained cash) - OR partial equity raise (Phase 3 franchisor infrastructure round, if we do one)

Franchisor infrastructure hires (Phase 3)

Roles needed to support franchise system: - VP Franchise Development (leads franchise sales, screens franchisees, manages FDD) - Director of Brand Standards (audits franchisee compliance with brand + operational standards) - Franchise Operations Director (supports franchisee onboarding, training, ongoing operations) - Franchise Marketing Lead (reports to Tia, coordinates national marketing fund) - Legal + Compliance Lead (FDD updates, franchisee dispute resolution, state registrations) - Site Selection + Real Estate Lead (supports franchisees with property search and buildout) - Training Academy Lead (optional, if we build a formal franchisee training program)

Total Phase 3 franchisor headcount at launch: 5-7 FTE.

What Phase 1 does that helps Phase 3

Small things Phase 1 does that make Phase 3 easier: - STUDIO NOIR IP LLC exists Day 1 (already positioned as franchisor entity) - Trademarks filed early (protects the brand for franchisee use) - Brand standards documented in the operating book (Phase 1 + Phase 2 SOPs become the franchise operating manual) - Founder relationship (Taj + Trill) established as decision-making authority for brand approval

Full Phase 3 FDD prep spec built in 2031.