International investors presentation

TABLE OF CONTENTS

 The Offering Highlights
Key Investor Highlights
 Executive Summary
 About The Company
 Board Of Directors And Senior Management
 The In2it Crm Cloud
 Corporate Objectives
 How To Apply For Shares

“Only IN2IT Offers 3 Franchises For The Price Of One” 2

TABLE OF CONTENTS


THE OFFERING HIGHLIGHTS

IN2IT Nutrition & Fitness Ltd
Symbol: INF
ACN: 159 318 331

The Company intends to raise $3,000,000 through this offer

ROUND 1 Receive 7,500,000 X $ 0.04 cent Ordinary Shares in
return for the contribution of $ 300,000.
ROUND 2 Receive 12,500,000 X $0.06 cent Ordinary Shares in
return for the contribution of $ 750,000.
ROUND 3 Receive 24,375,000 X $0.08 cent Ordinary Shares in
return for the contribution of $ 1,950,000.
MINIMUM SUBSCRIPTION The Minimum Subscription has been set at $300,000.

NOTE: Rounds 1 and 2 & 3 are being offered consecutively as each Application is received. For
sophisticated investors who, pursuant to s708(8)(c) of the Act, are able to provide a “sophisticated
investor” certificate from a qualified accountant, and for offers not received in Australia, there
is no minimum or maximum investment amount.


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1. KEY INVESTOR HIGHLIGHTS




 A public company focused on delivering tangible growth in the retail Nutrition &
Fitness market

 Estimated Annual EBIT of $2,000,000 by the end of year 3

 The business solves a key need for customers in the Fitness and Nutrition Niche
through one-stop-shopping

 A series of proprietary IN2IT products and services designed specifically to meet
researched customer needs

 A clear market entry and growth strategy

 A business system that has created the steady growth of franchise businesses
operating in the U.S. going from start-up to $50,000 per month in sales.

 Robust, long-term growth opportunities in each major segment – retail, franchise
and manufacturing / wholesale.

 INF is seeking to become a leading global multi-channel specialty retailer



INF intends to provide training regimens and nutritional products which are proprietary to IN2IT,
offering a turn-key franchise with the franchisee and staff receiving full training and ongoing
support. To the best of our knowledge, no other company-owned or franchise retail chain combines
a full-complement gym facility with a retail nutrition store and smoothie bar all under one roof. IN2IT
retail stores and product website will be able to sell nutritional products and sports supplements
for less in Australia because the Master Franchisor operates its own state-of-the-art manufacturing
facility with proprietary formulas.

Our business model will enable us to scale rapidly while maintaining sustainable cash flow.

INF will establish a sustainable competitive advantage from new product launches derived from be-
coming a manufacturer of IN2IT proprietary products and patented formulas.

INF will focus on primarily men and women from the ages of 18 to 60. The average age is 30.

Customer needs vary; some desire to lose weight and others want to gain and firm up. Satisfying
multiple nutrition needs positions us strongly to capture the forecasted operating cash flows.

INF will be involved in retailing sports nutrition products, the fastest growing segment of the global
nutritional products market as reported in the research report titled ―Sports and Fitness Nutrition
to Reach $67.2 Billion by 2017: A Global Strategy.‖


LETTER FROM THE
CEO/MANAGING DIRECTOR

Dear Investor,

The Board of Directors of IN2IT Nutrition & Fitness Ltd (INF) believe there are great
opportunities for our organization and we are strongly positioned to roll out the
INF Master Franchise in Australia following the business model already proven by the
IN2IT Master Franchisor in the United states.

IN2IT Franchising, Inc.‘s distinctive business model makes it one of the leading global multi-channel
specialty retailers in the growing health and wellness industry. The business model, which consists
of a full complement gym, retail nutrition store and smoothie bar, does not exist in Australia. Our
product range and business model has been designed to meet an expected global increase in people
seeking to adopt a healthier lifestyle.
INF, in partnership with IN2IT Franchising Inc., the U.S. franchisor company, is commanding domestic
market position with a global reach. Its vertical integration structure including manufacturing,
retail nutrition stores, gym facilities, and E-Commerce allows for innovative IN2IT proprietary
product development.

INF is providing investors with the opportunity to participate in our offer to issue 44,375,000
ordinary shares in the Company. This investment document contains detailed information about the
Offer and INF. Please read this information carefully before making your investment decision.
Together with my fellow Directors, I look forward to welcoming you as a shareholder of INF and
sharing in our future prosperity.

Sincerely,

Carl J. Kosnar
CEO/Managing Director


2. EXECUTIVE SUMMARY




2.1 OVERVIEW

Our primary business focus is to provide training regimens and nutritional products which are
proprietary to IN2IT Nutrition & Fitness Ltd. INF will offer a turn-key franchise with the franchisee
and staff receiving full training and ongoing support. The Directors believe that no other company-
owned or franchise retail chain combines a full-complement gym facility with a retail nutrition store
and smoothie bar all under one roof. IN2IT retail stores and product website can sell nutritional
products and sports supplements for less because the company operates its own state-of-the-art
manufacturing facility with proprietary formulas. This strategy will be enabled by successive rounds
of capital raising for:

 Payment of exclusive Master Franchise License Fee
 Searching for a suitable location in Australia
 Signing a lease for gym, retail store and office space
 Build-out a full-complement gym, retail store, and smoothie bar
 Lease space to build distribution warehouse and manufacturing facility

We believe that an immediate opportunity exists to grow in the Fitness and Nutrition niche as a result
of the worldwide obesity epidemic. As the Baby-boomer age group matures, its awareness of keeping
fit also is expanding along with global awareness of the need for nutrition and exercise to achieve a
healthy life style.

INF plans to emulate the Master Franchisor in achieving the following: the steady growth of the
average franchise business from start-up to $50,000 per month in sales , shipment of IN2IT nutritional
products to customers in 10 countries and 5 continents, and; developing the IN2IT E-Commerce
Internet shopping website with over 5,000 nutritional Stock-Keeping Unit (SKU) products.



2.2 BUSINESS OBJECTIVES OF STAGES

 INF Stage 1 strategy for demonstrating near term business viability is to find a location in
Australia and sign an advantageous lease for gym, retail store and office space.
 During Stage 2, INF will build-out the fully-equipped gym facility, retail store, smoothie bar and
corporate office.
 Included in Stage 3, INF plans to lease and build-out of the distribution warehouse and

manufacturing facilities.

2.3 OUR PRODUCTS AND SERVICES

Under the Master Franchise Agreement, INF has received the licensing rights to the IN2IT system of
doing business which will allow it to be more than just a retailer or just a gym. INF plans to build a
manufacturing plant under the guidance of the US Master Franchisor in Australia to produce the
IN2IT proprietary nutritional product line.

This unique capability has been used to develop our portfolio of products and services for the
fitness and nutrition market niche. Following in-depth market research and testing, our products and
wellness services are superior to most nutritional supplements on the market. All of our products
and services have been developed to meet the needs of identified customers who are seeking lifestyle-
specific wellness solutions.



2.4 COMPETITORS

We have developed a comprehensive competitive strategy to address the identified strengths and
weaknesses of our competitors. Examples of retail nutrition store competitors are:

 Retail pharmacies
 GNC stores
 Vitamin Shoppe

Examples of gym competitors are:

 Local independent gyms
 LA FITNESS
 24 Hour Fitness

The nutrition and sports supplement industry is highly fragmented with Internet product websites
and ―Bricks and Mortar‖ competitors of all sizes including large chain stores and small independent
stores. Gym competition consists of everything from Jane Fonda exercise videos to chain gyms.
However, IN2IT‘s one-stop shopping approach for fitness and nutrition appeals to both the average
consumer and the most sophisticated athletes. The major difference between IN2IT Nutrition &
Finess Ltd and all the other competition in Australia can be summed up rather succinctly; no other



company-owned or franchise retail chain combines a full-complement gym facility with a retail nutri-
tion store and smoothie bar all in one location.

Some gyms do offer nutritional products and sports supplements. However, the International Health,
Racquet & Sportsclub Association (IHRSA) stated in its 2011 Profiles in Success Report that 90% of
all fitness clubs offer nutritional products. The irony is that nutritional sales only amount to 5% of
club gross revenue.

One reason that most gyms fail at selling nutritional products is that the employees are not suffi-
ciently trained in nutrition. The other reason that most gyms fail is that the compensation incentives
offered to gym employees usually concentrates on selling gym memberships and not nutritional
products.

We have anticipated a response from our competitors and have developed risk mitigation strategies to
ensure that any response by competitors does not result in any significant impact on our projected
financials.

It is expected that incumbent market players such as GNC, Vitamin Shoppe, LA FITNESS, and 24 Hour
Fitness will start sometime in the future act to protect their existing interests and market-share in
Australia. However, only GNC is currently operating in Australia and only in the retail nutritional
store market segment. INF plans to move quickly to establish retail stores and gyms throughout
Australia in order to usurp the competition in the marketplace.


3. ABOUT THE COMPANY

Your Own
IN2IT Product
Brand



3.1 COMPANY BACKGROUND

On July 3, 2012, the Company was registered with the Australian Securities and Investments
Commission (ASIC) as an unlisted public company with the registered office located at: Level 5, 9
Beach Road, Surfers Paradise, Queensland, Australia 4217.

The Master Franchisor is IN2IT Franchising, Inc, a California corporation, doing business as ―IN2IT
NUTRITION & FITNESS®‖.

INF has licensed the right to operate the IN2IT NUTRITION & FITNESS® system in Australia developed
to offer memberships to clients providing a service-oriented nutrition and fitness program that
combines nutritional supplements common in the weight management, body building and the sports
nutrition industry with private professional fitness training that incorporates strength, cardiovascu-
lar exercises, boxing, and circuit training for the entire body to achieve healthy results. IN2IT NUTRI-
TION & FITNESS® offers nutrition and fitness programs that provide professional assistance to cli-
ents for a total body workout, which includes a proprietary system of challenging workout regimens.

An IN2IT NUTRITION & FITNESS® Master Franchise will offer clients a variety of comprehensive
services that include but are not limited to: Selling sport nutrition supplements, dietary supplements,
nutritional products and vitamins, nutrition counseling, goal setting and fitness evaluation, profes-
sional fitness training, private, family, or group work out sessions, seminars and workshops in addition
to selling retail and fitness products. Additional services are customizable as a Master Franchisee
may also offer: Juice bars, sports performance coaching, rehabilitation, cardio boxing and kickboxing,
physical therapy, massage, aerobics, exercise apparel and other type of fitness products or services.



Competition in the U.S. and Australia includes national and local nutrition and supplement stores,
fitness and/or exercise centers offering similar services. The market for nutrition, supplement,
fitness and/or exercise centers similar to IN2IT NUTRITION & FITNESS® is well developed in both
the United States and Australia. However, INF will specialize in the sports nutrition market segment
of the forecasted $67.2 billion market by 2017, as reported in the research report titled ―Sports
and Fitness Nutrition to Reach $67.2 Billion by 2017: A Global Strategic Business Report‖ announced
by Global Industry Analysts Inc. The emphasis on sports nutrition will provide INF with the differen-
tiation from GNC, Vitamin Shoppe, and Vitamin Cottage. The biggest retailers of nutritional products
worldwide still cater to customers looking for generic vitamins and minerals to improve their well-
ness. INF will address this customer profile also, but adding the sports nutrition dimension, makes INF
different in that market segment.

The Master Franchisee‘s IN2IT NUTRITION & FITNESS® business is characterized by a distinctive IN2IT
franchise website housed within the Master Franchisor‘s global website, design, dress, decor and
color scheme; uniform guidelines, specifications and procedures for operations; procedures for
quality control; training and ongoing operational assistance; and, advertising and promotional
programs.

3.2 MASTER FRANCHISOR MILESTONES ACHIEVED TO DATE

Since INF is a start-up company, it is relying on utilizing the Master Franchisor‘s business system,
training, and ongoing support. The Master Franchisor‘s milestones outlined below provide a strong
foundation and guidance to help make INF successful in the future.



The steady growth of the average individual franchise business going from start-up to $50,000 per
month in sales in the U.S.

Master Franchisor IN2IT franchises are shipping IN2IT nutritional products to customers in 10
countries on 5 continents.

Master Franchisor currently ships US$100,000 per month to Australia. These customers will be
transferred to INF as soon as it opens its distribution warehouse.

The Master Franchisor‘s global IN2IT E-Commerce Internet shopping website with over 5,000 SKU
product units and will become available to INF under the Master Franchise Agreement.

The Master Franchisor has developed a customized IN2IT Point of Sale (POS) system to accommodate
over 5,000 retail stores and gyms worldwide which is available to INF under the Master Franchise
Agreement.

The Master Franchisor has established a Global Server Load Balancing (GSLB) website presence
hosted on different servers located at different worldwide geo-locations including Australia.

3.3 U.S. FRANCHISEE COMPOSITE FINANCIAL PERFORMANCE

This Income Statement contains historical data from The Master Franchisor, IN2IT Franchising, Inc.,
for the average performance of 10 franchises and 2 company-owned IN2IT businesses operating
in the U.S. on an annualized basis from January 2005 through June 30, 2012. Financial performance
representations reflected in this Statement of Income were provided to the Master Franchisor from
individual IN2IT franchisees in the U.S. in order to compile this composite of all franchises in the U.S.



Average U.S. Franchisee Profit & Loss Statement*

*This statement of financial performance is for U.S. franchisees only and is not a guaranty as to what Australian
franchisees will achieve in gross revenue or net profit. **Sales Revenue consists of the following department
contributions: Retail nutrition sales 50% / Nutritional smoothie sales 15% / Gym sales 35%



With training and ongoing support from the Master Franchisor, INF plans to leverage its core
competitive advantage, IN2IT vertical integration, to become a global multi-channel specialty retailer
in the growing health & wellness industry in Australia. This market advantage is evidenced by the
fact the Master Franchisor has demonstrated its ability in the U.S. to be a price-competitive retailer
delivering superior nutritional and fitness products and services in the most competitive nutrition
and fitness market in the world. Since INF plans to be a manufacturer of nutritional products, it will
be able to compete with ―bricks & mortar‖ retail stores and Internet product websites throughout
Australia.

We have identified a key market opportunity: Keeping Australians fit is big business. This year it will be
worth over $3 billion and employ 40,000 people through 7,281 businesses according to IBIS World™
Fitness Market Research Report, April 2012. This is not a surprise given Australia‘s position as one of
the most overweight nations in the world. A large proportion of our customer base is women and men
who are interested in weight training and enjoying the benefits of our nutrition and fitness training
program for a healthier life style.

The Australian situation is just a reflection of a much bigger opportunity due to the worldwide obe-
sity problem. The emerging baby boomers awareness of keeping fit is also an ingredient in the general
global awareness of the need for nutrition and a healthy lifestyle. IN2IT‘s one-stop shopping ap-
proach addresses this worldwide appetite for a healthier lifestyle. INF has identified several key
strategic competitive advantages, and its business model has been designed specifically to capitalize
on the value attributable to these advantages. INF competitive advantages include:



 INF is planning to build a cutting-edge facility in Australia and become a manufacturer of
nutritional products with the assistance of the Master Franchisor

 INF‘s franchise business model will duplicate the U.S. franchise program and offer 3 franchise
businesses for the price of one: Retail nutrition store; gym facility; and, smoothie bar.

 INF, because it plans to purchase directly from the Master Franchisor‘s manufacturing company,
and subsequently build its own distribution warehouse and manufacturing plant, should be able
to offer lower prices on products.

 INF plans to structure a lower initial franchise package cost for its franchisees to enter the
business in Australia compared to other gym and retail nutrition franchise companies in these
market segments.

3.5 HOW THE BUSINESS WORKS (BUSINESS MODEL)

Throughout the development stage of this business, we assessed alternate business models for this
opportunity. The business model described below is designed to maximize the value return to share-
holders from our opportunity.



The Master Franchise vertical integration system allows INF to own licensed product formulas,
patents, and technology for its key products and franchise network. These rights are inherent in the
Master Franchise Agreement granted by IN2IT Franchising, Inc. on July 5, 2012. The vertical integra-
tion stream of manufacturing and distributing IN2IT products to customers at our retail stores and
gyms provides INF with advantages over other less vertically integrated company-owned and
franchised services and products. Primary among the INF advantages are lower prices and superior
and wider selection of products for their retail and E-Commerce customers.

3.5.1 THE VALUE PROPOSITION

Our value proposition was developed from our customer‘s perspective, to ensure that INF provides
a one-stop shopping solution for its customers. This value proposition has been used to guide the
development of our business model; to provide the highest quality nutritional products and customer
service for the lowest prices.

3.5.2 CAPABILITIES & RESOURCES

Specific skills and organizational capabilities are required to effectively deliver on our value
proposition. These capabilities will be the focus of future recruitment activities.



We see our business critical capabilities as:

 INF managements‘ 30 years of global franchise development experience, i.e. Carl Kosnar, John
Bohringer, and Chett Hollander biographies demonstrate over 30 years‘ experience in franchise
development and operations. This is further reinforced by Peter O‘Neill‘s international
executive experience

 United States franchisor parent company‘s 4 years of nutritional products manufacturing
experience and technology transfer to INF

 Training and support from United States franchisor to establish all facets of business model to
ensure value proposition

 Continuous research and development provided to INF from United States franchisor

 Fully developed marketing program provided to INF

 Master Franchisor will transfer existing monthly Australian sales to INF upon completion of
its distribution warehouse.



3.5.3 PARTNERSHIPS

We understand that INF does not operate in isolation; we require active engagement with existing
industry participants. Our selection of potential partners for the development of INF is central to
influence our customers to purchase our IN2IT products and services. We have carefully selected
partners that will reflect and support our market positioning. Our strategic partners will include
Everlast Sports Equipment Company, Hoist Fitness Systems, and Star Trac. Vendor agreements for
volume prices have already been negotiated on behalf of INF by the United States Master Franchisor.
These partner relationships, and future additional partners, will assist in building diverse revenue
streams from customer product and service revenue.

3.5.4 ACTIVITIES

Several primary activities will outline what the team at INF is actually focused on achieving.
Supporting activities include:

 The appointment of a qualified General Manager
 The appointment of a Human Resources Manager
 Recruit staff that fits our Australian corporate culture and blends into our organization chart
 Introduce personnel training programs that have proved successful in the United States



3.5.5 CHANNEL TO MARKET

Reaching our customers is a key priority for INF. We have researched and comprehend the various
alternative market channels for IN2IT Nutrition & Fitness and the margins associated with
exploiting these alternative channels. We have elected to use the following channels to reach
primarily men and women from the ages of 18 to 60; the average age is 30:

 IN2IT retail company-owned stores and gyms
 IN2IT franchise stores and gyms
 Other chain stores selling nutritional supplements including pharmacies and food chains
 Other independent gyms, health spas, tanning salons, and medical modalities
 E-Commerce Internet sales

This multi-layered distribution channel approach will ensure a diverse and secure income stream.

3.5.6 SUMMARY

INF management believes that the structure of the INF Master Franchise business model, predicated
on the success in the United States, combines and leverages each of these elements to support INF
success in Australia:
 Leading multi-channel specialty retailer in the growing A$3 billion health, fitness and wellness
industry
 Excellent brand awareness strengthened by science, research, and innovation
 Consumer-packaged product development capabilities drive unique product offerings
 Foundation for growth anchored by a world-class management team
 Robust, long-term growth opportunities in each major segment – retail, franchise, and
manufacturing / wholesale
 Consistent historical financial growth performance in global sales with compelling long-term
growth opportunities


4. BOARD OF DIRECTORS AND
SENIOR MANAGEMENT

Carl J. Kosnar, CEO/Managing Director, is a member of the executive team.

Carl J. Kosnar was appointed CEO/Managing Director of IN2IT Nutrition and Fitness
Ltd in July 2012. He continues to serve as Founder and Managing Partner of The
Kosnar Group, a firm that specializes in providing business expansion consulting
services to public and private companies interested in franchising, licensing and
alternative growth strategies worldwide. The Kosnar Group is headquartered in
Cardiff by the Sea, California.

From March, 1973 to December, 1988, Mr. Kosnar served as President of CAMS, Ltd., located in
Chicago, Illinois, a franchise and business development consulting company which he sold to a large,
national accounting firm in 1988. Past and present CAMS, Ltd. and TKG clients include Fortune 500
and major international companies spanning 30 countries.

From 1989 to 1997, he served as a senior corporate officer and director of two public U.S. companies
involved in medical services and automotive manufacturing listed on the AMEX and NASDAQ stock
exchanges. In 1998, he resumed his duties as Managing Partner of The Kosnar Group.

Mr. Kosnar is the author of How to Sell Your Home Without a Real Estate Broker, published by
McGraw-Hill Book Publishing Company. He is also the author of Improving the Franchisor-Franchisee
Relationship for a Stronger Franchising System. From 2010 to 2012, Mr. Kosnar, in a collaborative
effort between the University of San Diego (USD) and the World Trade Center (WTC), and the
Ahlers Center for International Business (USD), promoted international franchising by sending MBA
and undergraduate business students abroad to complete in-country internships. The students are
trained by Mr. Kosnar and The Kosnar Group staff to conduct workshops and symposiums to cultivate
a better understanding of franchising within the business community in each of the foreign countries
visited. He is a committee member of a number of trade associations including the International
Franchise Association, San Diego Software Industry Council, National Association of Television
Program Executives and the National Association of Broadcasters. He has appeared as a guest
lecturer at the University of Illinois, Elmhurst College and AICPA seminars and workshops


SENIOR MANAGEMENT

to present continuing education course material on the subjects of franchising, licensing and
alternative growth strategies. Mr. Kosnar is an honors graduate of California Western University
earning a BS and MBA degrees. He also attended DePaul University, School of Law, in Chicago, Illinois.

John Bohringer, Director, NON-EXECUTIVE

John Bohringer has 25 years international merchant banking experience including
acquisitions, mergers, new floats, capital raising and corporate development.
He has acted as President, Chief Executive Officer and Major Shareholder to public
companies. One such company is Grace Bros Electrical Services, which John acquired
from Coles Myers/Grace Bros. Grace Bros Electrical Services is a leading
television and video rental service company incorporating an in-house hospital
telephone and television broadcasting telecommunications division.

John was Chief Executive Officer of Grace Bros. Electrical Services before floating the group
as a public company in conjunction with KPMG, on the Sydney Stock Exchange. As Chairman, Chief
Executive Officer and substantial shareholder of the new public company, John negotiated
takeovers including The Electronic Sales and Rental Group in Australia and The Allen
Communications Company in America, who operated telephone, television, nurse paging and in-house
broadcasting telecommunications systems in hospitals, such as St. Vincent Hospital in San Francisco.
Also, he negotiated a 20% strategic shareholding position in Hanimex Limited, who operated in 42
countries and had revenue in excess of $400 Million. The investment position was sold at an excellent
profit.

Prior to merchant banking, John was involved in the insurance industry, owning three insurance bro-
kering groups and was Chief Executive Officer with a 20% shareholding of a public insurance company
called Rossfield Insurance Limited and a Lloyds of London underwriting agency. The Rossfield Group
was one Australia‘s‘ most successful investment and insurance groups who owned and controlled


SENIOR MANAGEMENT

over 20% of General Motors Car Dealerships in Australia. They also owned hotels, real estate
companies and printing companies as well as Mercedes & Chrysler dealerships. John was the
founder, owner and CEO of Franchise Concepts one of Australia‘s leading Franchise consulting
groups with offices in Sydney, Melbourne, Brisbane and Gold Coast. Franchise Concepts services
included franchise agreements, disclosure documents, royalty recommendations, franchisor profit
projections, franchise capital requirements, cash flow and profit projections. Also a full franchise
recruiting service including interviews and franchisee selection.

John is a shareholder in Gold Coast-based Property Traders Australia and was the founder of
Franchise Concepts, a consultancy with a client list including Baskin Robbins, Donut King, Pets
Paradise and Lenards Poultry. John brings to IN2IT Nutrition & Fitness Ltd his extensive experience
in the management and development of public companies combined with undoubted expertise in
capital markets.

Peter O’Neill, Director, NON-EXECUTIVE

Mr. Hollander‘s most recent positions include Director of Operations, Franchise
Compliance Officer, and Corporate Human Resources Director, for LA Boxing
Franchise Corporation, located in Orange County, California. He has had
responsibility for the sourcing of company department directors, administrative
staff, training, and supervision on a day-to-day basis.


SENIOR MANAGEMENT

Direct accountability duties included:

• Franchise candidate review and selection
• Site selection protocol
• Build-out/Construction/Project management
• Gym membership pre-sales supervision and on-going sales training and support
• Corporate Marketing
• Sourcing vendors, purchasing, distribution reflecting retail apparel, retail gear, and support
tools for each franchise partner
• Administering of franchise training along with fellow department Directors
• Grand opening protocols and execution
• Direct contact and support of franchisee partners on a daily basis

Prior to his position at LA Boxing, Mr. Hollander was a Director for a San Francisco Bay Area
telecommunications group with offices in the San Francisco Bay Area, California, as well as
Honolulu, Hawaii.

He also was Director of Human Resources for a restaurant franchise company with locations in
northern California.

Mr. Hollander received a formal education in Human Resource Management from San Francisco State
University.

Mr. Hollander is an avid fitness and team sports enthusiast and passionate about the benefits of
regular exercise and nutrition. He is comfortable conducting business in the health and fitness
environment and has been successful bringing the benefits of his healthy lifestyle choices to
customers nationwide.


SENIOR MANAGEMENT

Peter O’Neill, Director, NON-EXECUTIVE

Peter has held senior management positions for more than 30 years with well-known
national and international organisations including Bell & Howell, TNT Materials
Handling and Fletchers Fotographics. He was previously Managing Director of Tech-
Star Ltd (a company that specialised in commercialising new technologies). He has
been Chairman of two companies, Agbiogen and BioMed Holdings as well as Managing
Director of five private companies. He has served as director on 15 company boards
throughout his business career.

Peter is currently Chairman of two companies - Klein Group Limited and Fullcom Holdings Pty Ltd. He
owns Lextar Capital Pty Ltd, a successful capital raising business, as well as Lextar Consulting and
Lextar Communications which help people to live and work better. He has recently written a book on
―How to Manage Difficult Staff‖ – and is currently writing another book on Mastering Management.

He has significant commercial experience in:

• Financial Services, Venture Capital & Equity raising
• Consumer Goods - Wholesale & Retail Photographics
• Industrial Products, Manufacturing, Fabrication and Processing
• Medical & Health Equipment
• Environmental – Solar Energy, Water & Wastewater


5. THE IN2IT CRM CLOUD




The IN2IT CRM Cloud is ever evolving and will disseminate accounting systems, POS tools, educational
manuals, marketing manuals, and other Internet-based solutions to IN2IT Nutrition & Fitness Ltd. This
provides INF access to the IN2IT CRM Cloud to service our Australian company-owned and franchised
units, warehousing, and manufacturing operations in Australia.

The IN2IT proprietary CRM Cloud computing model enables convenient, on-demand network access to
a shared pool of configurable computing resources and services to IN2IT Nutrition & Fitness Ltd that
can be rapidly accessed and released with minimal management effort or service provider interaction.

The CRM Cloud flow chart demonstrates the ability of the Master Franchisor to disseminate
information to the Master Franchisee and Sub-Franchisees quickly and uniformly including: training
manuals, advertising materials and tools, video, and daily email correspondence. It allows both the
Master Franchisor and the Master Franchisee to manage and control the business more efficiently.


6. CORPORATE OBJECTIVES



6.1 DEVELOPMENT

STAGES Moving forward, INF management has identified three significant development milestones.

6.2 STAGE 1: ESTABLISH FLAGSHIP GYM, RETAIL STORE AND SMOOTHIE BAR

We believe this stage is critical in order to establish a strong foundation for the future. Core tasks
to be undertaken in Stage 1 include:
a) Master Franchise Fee payment
b) Key personnel recruitment and training
c) Real estate broker retained in Australia to locate site and assist with lease negotiations

We have already commenced delivery of this stage of activity and believe that we are well positioned
to meet the timeframes outlined in the project plan and the costs provided in the financial section.

The following is a summary of the proposed use of funds raised pursuant to the Offer. The amounts in
the table may be subject to variation of quantum and timing.

The Company‘s growth plan will be scaled accordingly to ensure it operates within the cash available
budget at any given time and to avoid any undue pressure from its creditors brought about by excessive
spending.



No contract will be entered into without certainty of financial exposure and assurance that the
Company has adequate cash flow available to meet the commitment.

6.3 STAGE 2: ROLLOUT FRANCHISE SALES PROGRAM

Our objectives and action items in the delivery of Stage 2 will include:

a) The flagship facility build-out and tenant improvements, store fixtures, signage, gym equipment,
nutritional product inventory, sports apparel inventory, and office equipment
b) General & Administrative (G&A ) working capital

Further to the activities and milestones outlined above, we expect Stage 2 funds to be expended in
accordance with the below allocation



6.4 STAGE 3: ESTABLISH DISTRIBUTION WAREHOUSE AND MANUFACTURING FACILITY

This final stage has been designed to achieve the following action items:

a) Manufacturing plant tenant improvements, equipment cost, set-up, computer software and
hardware, equipment training,
b) Distribution warehouse tenant improvements, equipment, inventory, inventory control computer
software and hardware



6.5 REVENUE DRIVERS

6.5.1 Financial Projections

The financial projections prepared by the Company for this Offer Document have been based on
achievement of key financial and volume targets associated with the successive rounds of capital
raising.

There are inherent uncertainties surrounding the start-up of a company introducing new product and
services to the market. Having been incorporated on July 3, 2012, the company has limited history on
which to base its financial projections. Potential investors should take note and take independent
advice as to the inherent risks in a business such as INF. Revenue and cost factors may be affected by
many factors, including market and technical developments. Investors are also directed to section
headed ‗Future Statements‘ in the ‗Important Notices‘ section of the Offer Document.

There are a number of variables that will impact on our ability to deliver on the projected revenue. As
a business opportunity in the health, fitness, and wellness sector, we will be impacted by market and
regulatory fluctuations. Any foreseen variables have been addressed in our financial forecasts and
in the risk mitigation section of this offer document.

6.5.2 Product Overview

INF is a fitness sports nutrition & supplement franchise chain that employs a system combining
proprietary products, wholesale pricing and individualized service. Each INF retail store offers prod-
ucts from the company‘s proprietary brands, together with third-party products, in an efficient retail
store format that averages 1,000 square feet stocking



approximately 5,000 sku‘s. Gross margins range from 20% to 40% on third-party products and 50%
to 70% on IN2IT proprietary brands.

6.5.3 Gym Overview

Although gym membership prices will vary depending on local or regional pricing models, INF plans
to use the following price schedule in Australia and will modify when necessary. The program has
four tiers:

 Month-to-month — $199 initiation fee plus $84/month
 1 Year — $99 initiation fee plus $74/month
 2 Years — $99 initiation fee plus $64/month
 3 Years — $99 initiation fee plus $54/month

INF franchisees will typically collect the first and last month‘s dues, plus the initiation fee, at the
time the member joins the gym. Thus, in the case of a 2-year contract, which is the most popular in the
U.S., the gym collects $99 + $64 + $64 = $277 at signing, and it collects $64 per month starting in
the second month, typically through automated credit card billing (EFT). Management believes
that the national pricing model will be effective for INF because it strikes an appropriate balance
between cost and flexibility. In higher income areas more members will tend to select the 1-year op-
tion or the month-to-month option, expressing their preference for flexibility. In lower income areas
more members will tend to select the 3-year option or the 2-year option, expressing their preference
for lower pricing. In the U.S., prices have generally been stable over the past five years, with the only
increase coming in 2012, when the Master Franchisor raised monthly dues by $5 for all four tiers.



6.5.4 IN2IT Nutrition & Fitness (INF) Projected Income Statement

Historical & Projected Operating Performance - Based on U.S. Master Franchise Operations from
January 2005 to June 30, 2012.

The below table provides a high level overview of our expected operating position over the next 3
years in terms of expected revenue and Earnings Before Interest and Tax (EBIT).



6.5.5 Recurring Revenue

The primary source of recurring revenue is the 6% franchise royalty fees that the Company derives
monthly from its franchisees as a percentage of total sales revenue. INF collects this money on
the fifth of every month through electronic funds transfer (EFT) payments using a Customer
Payment Solutions web-based System (Example: Bill Buddy an Australian company). The Company‘s
6% franchise royalty (and the 2% Franchisee Marketing Fund royalty) is automatically deducted
from each transaction prior to the funds being deposited in the franchisee‘s bank account.

6.5.6 Sources of Revenue

To further leverage our market entry approach and strategy, we have identified several expected
revenue streams. These revenue streams have been subject to market testing and review, and INF
management believes that each of the below revenue items will contribute to our overall revenue
projections:

 Nutritional supplements, sports supplements, vitamins, minerals, omega, weight loss products,
weight gain products, and energy boosters
 Gym memberships, personal training, body building contests, boxing, kickboxing, and Mixed Martial
Arts (MMA) training and classes
 Sports fashion and designer apparel for women and men, e.g. tee shirts, tank tops, sweat suits,
hooded shirts, shorts, and socks



 E-Commerce selling approximately 5,000 nutritional products from INF website
 E-Commerce selling approximately 6,000 gym apparel and equipment products from INF website
 Manufacturing revenues for product sales to IN2IT franchise stores
 Private label manufacturing revenues for product sales to chain stores; food and pharmacy
retailers
 Initial sub-franchise fees
 Sub-Franchisee monthly royalties
 Sub-Franchisee monthly advertising fees

These potential INF revenue streams have been designed to maximize the ―Lifetime Customer Value‖ of
our target market profile customer.

6.6 RISK FACTORS

There can be no guarantee the Company will achieve its stated objectives or any forward-looking
financial projections. Accordingly, an investment in INF should be regarded as speculative.
Prospective Investors should consider whether unlisted shares are an appropriate investment,
and if any doubt, should contact their financial advisor, attorney, or other professional advisor.



The following summaries do not purport to be a comprehensive statement of all risks.



In addition to the risks set out above, the Company wishes to note the following general risks:

 The Company, in common with other companies participating in its market, is affected by general
economic conditions, including the level of interest rates, employment rates and inflation.
Changes in government, fiscal, monetary and regulatory policies may also affect the business of
the Company.

 The Shares allotted under this Offer carry no guarantee in respect of profitability, dividends,
return on capital or value. The Shares are unlisted and therefore they are illiquid. The Shares are
unlisted and therefore they are illiquid, however ASSOB offers a secondary board that enables
buyers and sellers to offer and bid for ‗off market‘ transactions.

 The Directors give no assurances that the objectives of the Company outlined in this Offer
Document will be met.

 The Company was incorporated in Queensland and accordingly, has limited operating history. The
prospects of the Company must be considered in light of the risks, expenses and difficulties
frequently encountered by companies in their early stages of development.

 The Offer is intended to raise sufficient funds to fund the ongoing development and working
capital needs of the Company during its initial period of operation. The Company may need to raise
additional funds (through a further capital raising or debt) at some future time after conclusion
of the Offer should it require additional working capital. Such an additional raising could dilute
the interests of shareholders.



 The ability of the Company to effectively implement and expand its business plan over time may
depend, in part, on its ability to raise additional funds. There can be no assurance that any equity
or debt funding will be available to the Company, or be available on acceptable terms.

 The Company is subject to various forms of taxation, including company tax and goods and services
tax. An increase, change in the application or introduction of a new tax could materially affect
the performance and financial position of the Company.

 It is common for companies to be exposed to a number of legal risks. These could include but are
not limited to, litigation risk, professional liability claims, industrial action and legal compliance.

 There can be no guarantee that the Company will achieve its stated objectives or that any
forward-looking statements will eventuate. Accordingly, an investment in the Company should
be regarded as highly speculative. This information does not purport to be a comprehensive
statement of all risks; an investor should seek and obtain professional advice prior to deciding
whether or not to invest in INF.


7. HOW TO APPLY FOR SHARES

READY SET GO
IN2IT!


7. HOW TO APPLY FOR SHARES

7.1 APPLYING FOR SHARES

 An Application to subscribe for Shares pursuant to this Offer may not be legally included in
this Presentation or the Offer Document and any interested investors should request an
Application from the person whose name and contact details appear at the end of this
Presentation or the Offer Document at Section 8.

 The Offer made pursuant to this Presentation and the Offer Document is made only to the
addressee of the Offer and only the addressee may complete the Share Application Form and
subscribe for the Shares offered pursuant to this Offer. To that extent, neither the Offer
Document nor the Application may be handed to any member of the public.

 A completed Application Form must be accompanied by a single payment in the full amount as
per instructions on the Application form.

 By making an application for shares the applicant warrants that they have read the Offer
Document with particular reference to the Section headed Risk. Applicants acknowledge that
investing in start-up firms is risky and they may lose all of the money they invest in the Company.

 Application Monies for Shares offered pursuant to this Offer Document will be held in trust
until allotment of those shares (subject to reaching the prescribed Minimum Subscription
requirement).


“World Headquarters in
La Jolla, California”


8. WHO TO CONTACT

8. WHO TO CONTACT

If you wish to undertake further investigations or receive a Share Application form to subscribe to
this offer, please contact:

Mr. Carl J. Kosnar
In2it Franchising, Inc.
4225 Executive Square Suite 600 La Jolla, Ca 92037
Phone: (619) 994-2258 • Fax: (760) 632-0772
carl@in2itfranchise.com
http://www.in2itfitnessfranchise.com/
http://in2itnutritionandfitness.com/


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