JKN Universe LLC Consent Order - Franchise Investment Protection Act

STATE OF WASHINGTON SECURITIES DIVISION 1 2 3 4

INTRODUCTION 5 Pursuant to the Franchise Investment Protection Act, RCW 19.100, the Securities Division and JKN 6 Universe, LLC do hereby enter into this Consent Order in settlement of the matters alleged herein. JKN 7 Universe, LLC neither admits nor denies the Findings of Fact and Conclusions of Law as stated below. 8 FINDINGS OF FACT 9 Respondents 10

1. JKN Universe, LLC (“JKN Universe”) is a Delaware limited liability company formed in July 11 of 2015 with its principal place of business in Samut Prakan, Thailand. JKN Universe does business under the 12 names “Miss Universe” and “The Miss Universe Organization.” JKN Universe is the franchisor for the state 13 pageant preliminaries of the Miss Universe pageants, including Miss USA and Miss Teen USA. 14

Related Entities and Persons 15

1. VVV Global Ent. LLC is a Florida limited liability company formed on October 11, 2022, with 16 its principal place of business in Sarasota, Florida. VVV Global Ent. LLC (“VVV Global”) is the manager of 17 JKN Universe and directly represents the interests of JKN Universe with its franchisees. 18

19 20 21 IN THE MATTER OF DETERMINING Order No. S-24-3863-25-CO01 Whether there has been a violation of the

22 Franchise Investment Protection Act by:

JKN Universe, LLC, Respondent.

1. NW Productions, LLC, doing business as PageantsNW (“PageantsNW”), is a Washington limited liability company formed on April 2, 2008. PageantsNW was a Miss Universe franchisee, serving as Washington State Director for the pageant preliminaries of the Miss USA and Miss Teen USA pageants.

Nature of the Conduct

Overview

1. In 2023, franchisor JKN Universe offered and sold the licensing rights to perform the Washington state-qualifying pageants associated with Miss Universe, including both Miss USA and Miss Teen

USA, to PageantsNW. PageantsNW paid a franchise fee of $4,663 for an annual term, however, did not

execute a franchise agreement with JKN Universe. Prior to the sale, JKN Universe failed to disclose material

aspects of its relationship with its manager, VVV Global, to PageantsNW. Subsequently, VVV Global directed

PageantsNW to delay its pageants, which led to lost revenue and frustration for the Washington franchisee.

9 Washington Franchise Activity 10

1. On October 26, 2022, JKN Universe acquired the Miss Universe Organization, including its Miss USA and Miss Teen USA trademarks, from IMG Universe, LLC, becoming the new franchisor of the

Miss USA and Miss Teen USA state pageant systems (together “Miss USA Pageants”). JKN Universe began

offering franchises to conduct state beauty and communication skill pageants associated with the Miss USA

and Miss Teen USA trademarks. JKN Universe franchisees recruit contestants, select judges, engage in

promotional activities, and conduct state preliminary pageants using the Miss USA and Miss Teen USA

trademarks.

1. Shortly thereafter, on November 1, 2022, JKN Universe issued a letter to PageantsNW, the long-standing Washington franchisee, expressing its intent to offer a license for the 2023 Miss USA Pageants.

The letter indicated that JKN Universe could not yet lawfully offer the franchise until obtaining registration

approval but confirmed that its intent was to offer the license on materially similar terms to prior years, with

a franchise fee of $4,663. In reliance on this communication, PageantsNW proceeded with the Washington Miss USA Pageants, which were held on November 13, 2022, in Renton, Washington.

1. On July 3, 2023, JKN Universe filed its initial franchise registration application with the Washington State Department of Financial Institutions, Securities Division (the “Division”) pursuant to the

Franchise Investment Protection Act, RCW 19.100. In its Franchise Disclosure Document (“FDD”) submitted

to the Division, JKN Universe identified PageantsNW as a current franchisee.

1. Less than four weeks later, on July 28, 2023, JKN Universe and VVV Global executed a Management Agreement under which VVV Global was granted broad operational authority to assume the

management, supervision, and direction of the franchised business through the conclusion of the 2025 state

pageants or until full regulatory approval had been obtained. Despite the material nature of this management

relationship, JKN Universe did not amend its registration application or provide the Division with notice of

the new agreement, nor did it update its FDD.

1. On August 4, 2023, VVV Global, now acting as manager, issued written notice to PageantsNW and other franchisees advising that no licenses would be granted for the 2024 pageant season until after

conclusion of the 2023 national Miss USA Program pageants. VVV Global stated that state directors would

be “selected” and only then provided with license agreements and updated disclosures.

1. Shortly thereafter, VVV Global directed that all state pageants be cancelled or paused. At the time of this directive, PageantsNW had already scheduled three Washington Miss USA Pageants for the

August–October 2023 period, entered into venue contracts, sold tickets, and promoted events publicly,

including through Miss USA Pageant-affiliated channels. As a result of the cancellation, PageantsNW suffered

financial losses and reputational harm.

1. In September 2023, PageantsNW paid JKN Universe a franchise fee of $4,663.
   20 21

2. On December 7, 2023, the Securities Division issued a comment letter to JKN Universe
   identifying required revisions to its FDD. JKN Universe failed to respond to the comment letter and did not update its pending application.

3. In January 2024, PageantsNW and other franchisees were instructed to proceed with Miss USA
   Pageants for the 2024 season. PageantsNW subsequently scheduled the Washington pageants for June 2024.

4. On or about January 12, 2024, JKN Universe delivered to PageantsNW an FDD dated June 28,
   2023, and revised as of January 10, 2024. The FDD disclosure VVV Global as JKN Universe’s “manager” in

Item 2, further identifying VVV Global’s owner, Laylah Rose. However, the disclosure failed to (1) define

the term “manager,” (2) disclose material terms of the Management Agreement, and (3) describe how VVV

Global’s operational authority affected franchisee obligations.

1. On or about February 29, 2024, JKN Universe furnished a proposed franchise agreement to PageantsNW for the 2024 Miss USA Pageants season. PageantsNW did not execute the agreement but

continued with preparations for the Washington Miss USA Pageants in reliance on prior communications and

consistent with historical practice.

1. In April 2024, VVV Global again directed franchisees to pause all Miss USA Pageants,
   contributing further to franchisee uncertainty and disruption.

2. Despite the inconsistent directives and lack of an executed franchise agreement, PageantsNW
   held the Washington pageants in June 2024. Because of the repeated pageant delays, Washington contestants

had limited time to prepare for the national Miss Teen USA pageant, held on August 1, 2024, and the Miss

USA pageant, held on August 4, 2024, both in Los Angeles.

1. Immediately prior to the national competition, VVV Global circulated information to other franchisees falsely indicating that PageantsNW had retired as the Washington State Director. In reality, VVV

Global unilaterally terminated PageantsNW’s franchise offer.

1. On December 4, 2024, the Securities Division issued formal notice to JKN Universe that its registration application would be terminated on January 6, 2025, unless the franchisor submitted a written request with good cause to extend the application. JKN Universe failed to respond, and its application was

administratively terminated on or about January 6, 2025.

1. As of August 26, 2025, the official Miss USA website continued to list PageantsNW as the current Washington State Director and was simultaneously soliciting applications for new state directors,

including for the Washington market.

5 Registration Status 6

1. JKN Universe is not currently registered to sell its franchises in the state of Washington and has not previously been so registered.

CONCLUSIONS OF LAW

1. The offer and/or sale of the license associated with the production of the Washington state preliminary pageants related to the Miss USA Program described above constitutes the offer and/or sale of a

franchise as defined in RCW 19.100.010(6), RCW 19.100.010(12), and RCW 19.100.010(17).

1. JKN Universe, LLC violated RCW 19.100.170, the violation section of the Franchise Investment Protection Act, by making untrue statements of material fact or omitting to state material facts

necessary to make the statements made, in light of the circumstances in which they were made, not

misleading by omitting material information related to the role of VVV Global in the day-to-day operations

of the franchise system.

Based upon the foregoing and finding it in the public interest:

18 19 20 21

IT IS AGREED AND ORDERED that JKN Universe, LLC, and their agents and employees, shall each cease and desist from violating RCW 19.100.170, the violation section of the Franchise Investment Protection Act.

IT IS AGREED AND ORDERED that Respondent JKN Universe, LLC shall be liable for and pay

costs in the amount of $8000.

IT IS AGREED that Respondent JKN Universe, LLC enters into this Consent Order freely and

voluntarily and with a full understanding of its terms and significance.

IT IS AGREED that the Securities Division has jurisdiction to enter this order.

IT IS AGREED that in consideration of the foregoing, the Respondent waives their right to a hearing

and to judicial review of this matter pursuant to RCW 19.100.260 and Chapter 34.05 RCW.

8 9 WILLFUL VIOLATION OF THIS ORDER IS A CRIMINAL OFFENSE. 10 11 Signed this 22 day of January 2026. nd 12 13 Signed by: 14 JKN Universe, LLC 15 /s _____________________________ 16 Jose A. Castillo, VP of Operations 17 ______________________________ 18 Approved as to form by: 19 /s ____________________________________ 20 David W. Oppenheim, Attorney for JKN Universe, LLC 21

SIGNED and ENTERED this 5 day of March 2026. th 1 2 3 4 /s 5 __________________________________ Faith L. Anderson 6 Acting Securities Administrator 7 Approved by: Presented by: 8 /s /s ________________________________ ________________________________ 9 Brian J. Guerard Megan R. Campbell Chief of Enforcement Financial Legal Examiner 10 Reviewed by: 11 /s 12 __________________________________ Holly Mack-Kretzler 13 Financial Legal Examiner Supervisor 14 15 16 17 18 19 20 21