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Form 1 Start-Up Crowdfunding – Offering Document

Item 1: RISKS OF INVESTING

1.1 No securities regulatory authority or regulator has assessed reviewed or approved the merits of these securities or reviewed this offering document. Any representation to the contrary is an offence. This is a risky investment.

Item 2: THE ISSUER

2.1 Peekaboo Beans Inc.

610 - 13211 Delf Place, Richmond BC V6V 2A2

t: (604)-279-2326

f: (604)-279-2325

www.peekaboobeans.com

2.2 Terri Anne Welyki & Josh Wever

Investor Relations

610 - 13211 Delf Place, Richmond BC V6V 2A2

t: 778-238-2333 (Direct) or 604-279-2316 (Investor Relations)

f: (604)-279-2325

tawelyki@gmail.com or ir@peekaboobeans.com

Item 3: BUSINESS OVERVIEW

3.1 Peekaboo Beans Inc. is committed to manufacturing the highest-quality, environmentally conscious children’s playwear apparel. Our direct-selling business has provided over 850+ women (Stylists) across Canada the business opportunity to generate additional income and foster “free play” while not sacrificing time at home with their families. Founded in 2006, Peekaboo Beans has since become the largest childrens apparel direct sales retailer in Canada.

Vision: Peekaboo Bean… rooted in families everywhere, leaving a legacy of happy Human-Beans

Our Mission: Providing the ingredients for a playful life!

We are raising funds to further develop the business. The raised funds will be used to develop the following: Stylists (sales) training, development, and recruitment; working capital; website, IT, and accounting & inventory management infrastructure improvements.

A more detailed description of the issuer’s business is provided below.

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Item 4: MANAGEMENT

4.1 Promoters, directors, officers and control persons of Peekaboo Beans:

Full Legal Name Municipality Of Residence And Position At Issuer

Principal Occupation For The Last Five Years

Expertise, Education, And Experience That Is Relevant To The Issuer’s Business

Number And Type Of Securities Of The Issuer Owned

Date Securities Were Acquired And Price Paid For The Securities

Percentage Of The Issuer’s Securities Held As Of The Date Of This Offering Document

Traci Costa Surrey, BC Founder & CEO

Founder & CEO of Peekaboo Beans

- Founded Peekaboo Beans in 2006 - Top Forty Under 40 Award Winner (2010) - Women of Distinction Award Winner (2015) - Richmond Chamber of Commerce Business Excellence Award Winner (2015)

549,939 Common Shares

2005-Oct-14 and 2006-May-30 @ $0.0001 2014-Jan-3 @ $0.25 2014-Jan-3 @ $0.70

19%

Nikki Mayer Surrey, BC General Manager

General Manager of Peekaboo Beans

-Has owned and operated several lululemon athletica Inc. (NASDAQ: LULU) franchise stores - First person to launch a lululemon franchise in the USA, while achieving the highest gross retail sales per square foot

237,142 Common Shares

2011-Jun-20 @ $0.70 2013-Mar-28 @ $1.25 2013-Mar-28 @ $1.75

8%

Glenn Johnson Surrey, BC Director

President & CEO of Endurance Wind Power

- Endurance Wind Power named to Profit Magazine's "Top 100 Fastest Growing Companies" (2012) - Recognized as Ernst and Young's "Entrepreneur of the Year", Pacific Region (2013) - Top Forty Under 40 Award Winner

400,000 Common Shares

2005-Oct-14 @ $0.0001 2006-May-30 and 2014-Jan-3 @ $0.25

14%

Hector Cantas Vancouver, BC Director

President of Straight Forward Sales Inc. President of Next Level Games Ltd. Former Vice President Western Canada/ Alliance of Solutions 2 GO Inc.

- Many years of experience as a high level executive of multiple companies - Expertise in sales and distribution

175,000 Common Shares

2014-Sep-2 @ $2.00

6%

Darrell Kopke West Vancouver, BC Director

Founder & CEO of institute B

-Founding Member of lululemon athletica Inc. (NASDAQ: LULU)

290,000 Common Shares

2009-Dec-22 @ $1.00 2010-May-25 @ $0.50

10%

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Former CEO of Kit and Ace Designs Ltd. Former CEO of Karma Athletics Ltd.

- Many years of experience as a high level executive in the global retail & apparel industry

2013-May-28 @ $1.25

Robert Levis Vancouver, BC Director

Head of Capital Markets of Manulife Financial

- Many years of experience in corporate finance & financial securities industries

263,714 Common Shares

2005-Oct-14 @ $0.0001 2006-May-30 @ $0.25 2014-Jan-3 @ $0.70

9%

4.2 No individual listed in item 4.1, or the issuer, as the case may be:

(a) has ever, pled guilty to or been found guilty of:

(i) a summary conviction or indictable offence under the Criminal Code (R.S.C., 1985, c. C-46) of Canada,

(ii) a quasi-criminal offence in any jurisdiction of Canada or a foreign jurisdiction,

(iii) a misdemeanour or felony under the criminal legislation of the United States of America, or any state or territory therein, or

(iv) an offence under the criminal legislation of any other foreign jurisdiction,

(b) is or has been the subject of an order (cease trade or otherwise), judgment, decree, sanction, or administrative penalty imposed by a government agency, administrative agency, self-regulatory organization, civil court, or administrative court of Canada or a foreign jurisdiction in the last ten years related to his or her involvement in any type of business, securities, insurance or banking activity,

(c) is or has been the subject of a bankruptcy or insolvency proceeding,

(d) is a director or executive officer of an issuer that is or has been subject to a proceeding described in paragraphs (a), (b) or (c) above.

Item 5: START-UP CROWDFUNDING DISTRIBUTION

5.1 FrontFundr is the funding portal that Peekaboo Beans is using to conduct its start-up crowdfunding distribution.

5.2 Peekaboo intends to raise funds in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, and Nova Scotia and make this offering document available in British Columbia, Saskatchewan, Manitoba, Quebec, New Brunswick, and Nova Scotia.

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5.3 Provide the following information with respect to the start-up crowdfunding distribution:

(a) 90 days after the date this offering document is made available on the funding portal is the date before which the issuer must have raised the minimum-offering amount for the closing of the distribution.

(b) Non-Applicable

5.4 A unit, consisting of one common share and one warrant, will be the eligible securities offered.

5.5 The eligible securities offered provide the following rights (choose all that apply):

¨ Voting rights,

¨ Dividends or interests,

¨ Rights on dissolution,

¨ Conversion rights,

¨ Other:

- Right of First Refusal, - Pre-Emptive Rights, - Drag Along & Piggyback Rights, - Buy-Sell - Survivorship - Call Right - Company Repurchase of Shares

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Agreement, which offer shall be open for acceptance by the Offerees for aperiod of 30 days after delivery of the Offer to the Offerees; and

(ii) the identity and address of the Prospective Purchaser and the employmenthistory of the Prospective Purchaser and/or business experience of theProspective Purchaser, for the 10 years preceding the date of Offer.

Within the time period referred to in Clause 5.!(b)(i), the Offerees may, by noticein writing to the Offeror(s), accept the Offer and indicate whether they would bewilling to purchase any further portion of the Offered Interest of the Offeror(s)which remains in the event any Offeree does not elect to purchase its pro ratashare of the Offer. If no notice is received by the Offeror within the 30 dayperiod, the Offerees shall be deemed to have rejected the Offer.

If the Offer is accepted in its entirety by one or more of the Offerees in themanner provided in Paragraph 5.1(c), then the accepting Offerees shall purchaseand the Offeror(s) shall sell to the accepting Offerees the Offered Interest pro ratain the proportion that their respective shareholdings is to all the Shares along withany additional portion available that any Offeree has indicated a willingness topurchase.

If the Offer is not accepted in its entirety by one or more of the Offerees in themanner provided for in this Clause 5.1, the Offeror(s) shall notify the Companyand the Offerees thereof and deliver a notice to the Company (the "CompanyOffer") containing:

(i) an offer to sell to the Company that part of the Offered Interest for whichthe Offeror(s) has not received notices of acceptance from Offerees (the"Remaining Interest") on the same terms and conditions as set out in thePurchase Agreement, which offer shall be open for acceptance by theCompany for a period of 30 days after delivery to the Company; and

(ii) the identity and address of the Prospective Purchaser and the employmenthistory of the Prospective Purchaser and/or business experience of theProspective Purchaser, for the 10 years preceding the date of the Offer.

Within the time period referred to in Clause 5. 1 (e)(i), the Company may, bynotice in writing to the Offeror(s), accept the Company Offer. If no notice isreceived by the Offeror(s) within the 30 day period, the Company shall be deemedto have rejected the Company Offer.

If the Company Offer is accepted by the Company in the manner provided inParagraph 5.1(f), then the accepting Offerees shall purchase and the Offeror(s)shall sell to the accepting Offerees such portion of the Offered Interest acceptedfor purchase pursuant to Paragraph 5.1(c) pro rata in the proportions that theaccepting Offerees' respective shareholdings is to all Shares and the Companyshall purchase and the Offeror shall sell to the Company the Remaining Interest,all on the terms and conditions set out in the Purchase Agreement.

(c)

(d)

(e)

(f)

(g)

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(h) Subject to Section 7, if the Offered Interest is not accepted in its entirety by ail orany of the Offerees or the Company in the manner provided for in this Clause 5. 1 ,the Offerors) may, within 30 days after the expiry of the 30 day period foracceptance of the Offer by the Company, or within 30 days after any writtennotice of rejection is received by the Offeror(s) from the Company, whichever isthe earlier, Transfer the Offered Interest to the Prospective Purchaser for not lessthan the price and on the terms and conditions contained in the PurchaseAgreement. Upon the expiry of the said 30 day period without the completion ofa sale to the Prospective Purchaser, the provisions of this Clause 5. 1 will againbecome applicable to the Transfer of the Offered Interest and so on from time totime.

PRE-EMPTIVE RIGHTS6.

Subject to Clause 6.7, unless all Principal Shareholders unanimously agreeotherwise, each offering by the Company shall be made in accordance with this Section 6.

If the Company proposes to issue Shares or to grant an option or other right forthe purchase or subscription of Shares (each a "Treasury Offer"), such Treasury Offer shall bemade pro rata to the Principal Shareholders in accordance with their respective shareholdings ofShares at the date of the Treasury Offer.

A Treasury Offer shall be made by written notice specifying: (a) the number andclass of Shares being offered; (b) the price at which the Shares are being offered; and (c) that thePrincipal Shareholders shall have 21 days from receipt of the notice (the "Treasury AcceptancePeriod") to accept the Treasury Offer. .

Acceptance of a Treasury Offer shall be by notice in writing to the Companywithin the Treasury Acceptance Period of the number of Shares to be purchased. By acceptancea Principal Shareholder may specify an additional portion of the Treasury Offer that the PrincipalShareholder is prepared to purchase in the event that any of the other Principal Shareholders failto accept their pro rata portion and in such situation, the Principal Shareholder (pro rata if morethan one) shall be entitled to purchase such additional portion of the Shares as shall be soavailable.

6.1

6.2

6.3

6.4

After the expiration of the Treasury Acceptance Period or on receipt of writtenconfirmation from the Principal Shareholders to whom the Treasury Offer was made, includingby way of a duly executed waiver of the Principal Shareholders' rights under this Section 6, thatthe Principal Shareholders decline to accept the Treasury Offer, the directors may, for 60 daysthereafter, offer the Shares offered but not subscribed for to the Persons and in the manner theythink most beneficial to the Company, but the Treasury Offer to those Persons shall not be at aprice less than or on terms and conditions more favourable than the Treasury Offer to thePrincipal Shareholders.

6.5

Upon the acceptance of the Treasury Offer, the closing of the sale and purchaseshall occur as soon as practicable following the date of the acceptance of the Treasury Offer (butin any event, not later than the 30th day following the date of acceptance of the Treasury Offer).

6.6

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At closing, the appropriate parties shall execute and deliver such certified cheques, sharecertificates, instruments and releases as may be reasonably required to effect and complete thesale and purchase.

6.7 Notwithstanding Clauses 6.1 to 6.6, the Company may directly allot or issueShares without complying with this Section 6 in the following circumstances:

If Shares (or options therefor), are being allotted or issued to employees of theCompany, including pursuant to the ESPP or stock option plan; or

If the Shares are being allotted or issued pursuant to a subdivision, reduction incapital, amalgamation, reorganization, conversion, consolidation, pursuant to adividend payable in Shares or pursuant to an exchange of Shares for property orother assets; or •

(a)

(b)

(c) If the Shares are being issued pursuant to an IPO; or

If Shares are being issued to any Person, who is not a Shareholder, Related Party,director or officer of the Company, nor an affiliate of the Company (as defined inthe Business Corporations Act (British Columbia)), pursuant to an agreement forthe Company's purchase of assets from such Person.

(d)

DRAG ALONG AND PIGGYBACK RIGHTS7.

Notwithstanding any other provision of this Agreement, if:

a majority of the Principal Shareholders (the "Selling Shareholders") haveagreed to Transfer all of the Interest held by the Selling Shareholders to a Person,or Persons acting in concert (collectively, the "Purchasers" and each a"Purchaser"), pursuant to a bona fide offer and such Transfer has been approvedin accordance with Section 2.8(m); and

7.1

(a)

the Purchaser offers to each of the other Shareholders (the "RemainingShareholders") to Purchase the remaining Interests (the "Specified Interests")on equivalent terms and conditions, mutatis mutandis, as those agreed to by theSelling Shareholders, all of which terms and conditions are set out in writing andpromptly delivered to the Other Shareholders (the "Drag Along Offer");

then the Remaining Shareholders shall be required to sell all of their Specified Interests tothe Purchasers in accordance with the terms and conditions of the Drag Along Offer.

If one or more Principal Shareholders (each a "Seller" and collectively, the"Sellers") become entitled to Transfer his or her or their Interests) to a Person, or Persons actingin concert, other than a Principal Shareholder pursuant to Clause 7.1 (a "Piggyback Sale"), thenfrom that point forward each Principal Shareholder (the "Other Holder(s)") shall have the right(the "Piggyback Right") to participate in any such Transfer on the following terms andconditions:

(b)

7.2

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If the Sellers intend to proceed with a Piggyback Sale, the Sellers shallimmediately notify each Other Holder in writing (the "Piggyback Sale Notice")specifying:

(a)

0) the name, address and telephone number of the Person that intends topurchase the Offered Interest (in this Clause 7.2 the "Third Party");

(ii) the purchase price the Third Party is to pay the Sellers for each Share ineach class of Shares and all Shareholder Loans to be Purchased (the"Specified Prices") and the other terms and conditions of the PiggybackSale;

(iii) the number and class of Shares held by the Third Party and any RelatedParty; and

that each Other Holder has the Piggyback Right provided under thisClause in respect of the proposed Transfer;

Each Other Holder shall be entitled to sell to the Third Party, in conjunction withthe closing of the Third Party's purchase of Interests from the Sellers, a pro rataportion of such Other Holder's Interest (or such lesser number of Shares andpercentage of Shareholder Loans as each Other Holder may determine)determined by the following formula:

(iv)

(b)

Number of Shares to be sold to thePortion ofInterest an _ Third Party by the Seller Shares held by

Total number of Shares then held by the Other Holdersthe Seller

Other Holdermay sell

Each Other Holder shall have 10 days after the receipt of the Piggyback SaleNotice, to exercise its Piggyback Right by written notice to the Sellers specifyingthe number and class of Shares and percentage of Shareholder Loans which suchOther Holder elects to sell to the Third Party hereunder; and

(c)

(d) If an Other Holder exercises the Piggyback Right, the Sellers may not completethe Transfer of the Interests to the Third Party unless the Third Party alsoPurchases from the Other Holder all of the Interests (the "Piggyback Interests")in respect of which the Piggyback Right was exercised at the same time and onthe same terms and conditions.

BUY-SELL8.

At any time and from time to time any one or more Principal Shareholders maydeliver to the other Principal Shareholders (each an "Offeree" and collectively, the "Offerees") anotice (the "Notice of Sale") of the intention of the Principal Shareholders who deliver theNotice of Sale (each an "Offeror" and collectively, the "Offerors") to purchase (the "Offerors'Purchase Offer") the Interests of the Offerees and each Related Party of the Offerees (together,the "Offerees' Interest") or to sell (the "Offerors' Sale Offer") to the Offerees all but not less

8.1

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than all of the Interests of the Offerors and each Related Party of the Offerors (together, the"Offerors' Interest"). To be effective, the Notice of Sale must:

(a) be signed by each of the Offerors; and

(b) contain an offer to purchase the Offerees' Interest for a price equal to the sum of:

(i) with respect to each class of Shares outstanding, a purchase price per share(the "Per Share Purchase Price") multiplied by the number of Sharesowned by the Offerees and each Related Party of the Offerees; and

(ii) a percentage (the "Loan Percentage") multiplied by the amount of theShareholder Loans owned by the Offerees and each Related Party of theOfferees; and

(c) an offer to sell to the Offerees all but not less than all of the Offerors' Interest at apurchase price equal to the sum of:

(i) with respect to each class of Shares outstanding, the Per Share PurchasePrice multiplied by the number of Shares owned by the Offerors and eachRelated Party of the Offerors; and

(ii) the Loan Percentage multiplied by the amount of the Shareholder Loansowned by the Offerors and each Related Party of the Offerors.

One or more Offerees may accept the Offerors' Sale Offer by delivering a noticeto that effect to the Offerors on or before the 20th Business Day after the day on which theOfferees received the Notice of Sale. Upon acceptance by one or more Offerees of theOfferors' Sale Offer;

8.2

the Offerors' Purchase Offer shall automatically become void and any and allrights and obligations respecting the Offerors' Purchase Offer shall cease to be ofany force or effect; and,

there shall be constituted a binding agreement of purchase and sale between theOfferors and the Offerees for the purchase by the Offerees of the Offerors'Interest pro rata among the accepting Offerees for a purchase price equal to thesum of:

(a)

(b)

(i) The number of the Shares owned by the Offerors and each Related Partyof the Offerors multiplied by the Per Share Purchase Price; and

(ii) The Loan Percentage multiplied by the amount of the Shareholder Loansowned by the Offerors and each Related Party of the Offeror.

One or more Offerees may accept the Offerors' Purchase Offer by delivering anotice to that effect to the Offerors on or before the 90th Business Day after the day on which theOfferees received the Notice of Sale. Upon acceptance by one or more Offerees of the offer to

8.3

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purchase the Offerees' Interest there shall be constituted a binding agreement of purchase andsale between the Offerors and the Offerees for the purchase by the Offerors of the Offerees'Interest pro rata among the accepting Offerees for a purchase price equal to the sum of:

(a) the number of Shares owned by the Offerees and each Related Party of theOfferees multiplied by the Per Share Purchase Price; and

(b) the Loan Percentage multiplied by the amount of the Shareholder Loans owned bythe Offerees and each Related Party of the Offerees.

If none of the Offerees accept either of the offers within the time limited foracceptance, then the Offerees shall be deemed to have accepted the Offerors' Purchase Offer,and there shall be constituted a binding agreement of purchase and sale between the Offerors andthe Offerees for the purchase by the Offerors of the Offerees' Interest for a purchase price equalto the sum of:

8.4

(a) The number of Shares owned by the Offerees and each Related Party of theOfferees multiplied by the Per Share Purchase Price; and

(b) The Loan Percentage multiplied by the amount of the Shareholder Loans ownedby the Offerees and each Related Party of the Offerees.

If the Offerors have accepted or are deemed to have accepted the Offerors'Purchase Offer, then the purchase price shall be payable in full in immediately available funds onclosing. If the Offerees have accepted the Offerors' Sale Offer, then the purchase price shall bepayable in, 12 equal consecutive monthly instalments the first of which shall be payable on thedate of closing, together with interest thereon at the Prime Rate calculated from the date ofclosing and payable together with each monthly instalment of principal, such indebtedness to beevidenced by a promissory note to be delivered by the Offerees to the Offerors on closing.

8.5

SURVIVORSHIP9.

In this Section, the "Deceased" is the first to die of the Shareholders; the Personor Persons selling the Purchased Interest is or are collectively referred to as the "Vendor"; andthe Principal Shareholders purchasing the Purchased Interest are referred to as the "Purchasers".

Upon the death of a Shareholder, each Related Party of such Shareholder and thepersonal representative or representatives of such Shareholder shall sell, and all the PrincipalShareholders may purchase on a pro rata basis, the Interest of the Deceased and each RelatedParty of the Deceased as of the date of the Deceased's death (the "Purchased Interest").

The purchase price for the Purchased Interest shall be four times EBITDAmultiplied by the number of Shares comprising the Purchased Interest except where theDeceased is Traci, whereby the purchase price for the Purchased Interest shall be the greater of:

four times EBITDA multiplied by the number of Shares comprising thePurchaser's Interest; or

9.1

9.2

9.3

(a)

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(b) the average of the fair market value of the Purchaser's Interest established by twoindependent Chartered Business Valuators.

Subject to Clause 9.5 below, the Purchasers shall pay the purchase price for thePurchased Interest in 12 equal consecutive monthly instalments, the first of which shall bepayable on the closing.

9.4

Upon receipt by the Company of the proceeds of any life insurance policy on thelife of Traci owned by the Company, all such proceeds shall be held by the Company in trust forthe Purchasers and shall be kept separate and apart from all other funds of the Company.Immediately following the closing of the purchase and sale of the Purchased Interest or as soonthereafter as the proceeds of insurance are received by the Company, the Purchasers shall causethe Company to pay to the Purchasers as a capital dividend an amount equal to the lesser of theamount by which the Company's capital dividend account has been increased as a result of theCompany's receipt of the insurance proceeds and the unpaid balance of the purchase price for thePurchased Interest. The Purchasers shall immediately pay such amount to the Vendor onaccount of the unpaid balance of the purchase price for the Purchased Interest. The Purchasershereby irrevocably direct the Company to pay to the Vendor the amount of such capital dividend.The Company shall be entitled to retain and use the balance, if any, of the insurance proceeds inexcess of the amount of the capital dividend paid to the Purchasers. If any insurance proceedspayable in respect of the death of the Deceased are received by the Company after closing, theresulting capital dividend paid to the Purchasers pursuant to the preceding section shall beapplied to the unpaid balance of the purchase price as a prepayment of the last monies becomingdue.

9.5

CALL RIGHT10.

Each Employee Shareholder and Other Shareholder (the "SellingEmployee/Other Shareholder") hereby gives and grants to each Principal Shareholder anirrevocable right (the "Call Right") to purchase all of Interest held by the SellingEmployee/Other Shareholder (the "Call Interest") exercisable on the terms and conditions setout in this Section 10 and this Agreement.

The Call Right may be exercised by one or more of the Principal Shareholders atany time until termination of this Agreement.

The price to be paid by the Principal Shareholders to the Selling Employee/OtherShareholder to acquire the Call Interest shall be the amount of any Shareholder Loans held bysuch Selling Employee/Other Shareholder plus the greater of:

(a) four times EBITDA multiplied by the number of Shares held by the SellingEmployee/other shareholder; or

(b) the subscription price paid for the last Share issued by the Company to suchSelling Employee/Other Shareholder before the exercise of the Call Right.

The Call Right may be exercised by any Principal Shareholder 30 days ("ExerciseDate") after delivering a written notice ("Call Notice") to the Selling Employee/Other

10.1

10.2

10.3

i

10.4

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Shareholder and every other Principal Shareholder (the 'Non-Triggering PrincipalShareholders").

The Non-Triggering Principal Shareholders may exercise their Call Right on theExercise Date by delivering a notice to the Selling Employee/Other Shareholder and every otherPrincipal Shareholder within 10 days after receiving the Call Notice.

Each Principal Shareholder that delivers a notice as set out in Claused 10.4 and10.5 above shall be entitled to purchase the Call Interest of the Selling Employee/otherShareholder on a pro rata basis in accordance with its respective shareholding of Shares at theExercise Date.

10.5

10.6

11. COMPANY REPURCHASE OF SHARES

Each Shareholder (the "Designated Shareholder") hereby gives and grants theCompany an irrevocable right (the "Company Call Right") to purchase all of the Interest heldby the Designated Shareholder (the "Repurchase Interest"), exercisable on the terms andconditions set out in this Section 1 1 and this Agreement.

The Company Call Right shall be exercisable by the Company at any time untiltermination of this Agreement.

11.1

11.2

The price to be paid by the Company for the Repurchase Interest shall be11.3determined as follows:

The price for the Repurchase Interest of any Principal Shareholder will be theaverage of two independent valuations by independent Chartered BusinessValuators;

(a)

(b) The price for the Repurchase Interest of any Employee Shareholder who isterminated for cause or who resigns from the Company will be the amount of anyShareholder Loans held by such Employee Shareholder plus the lesser of:

the product of 2.5 multiplied by the aggregate amount of the issue pricepaid by the Designated Shareholder for the repurchased Shares (plusdeclared and unpaid dividends); and

70% of subscription price of the last Share issued the DesignatedShareholder before the Company exercised its Call Right.

The price for any Interest held by any Other Shareholder or any EmployeeShareholder who ceases to be employed by the Company for any reason otherthan those referred to in Clause 11.3(b) above will be the amount of anyShareholder Loans held by such Other Shareholder of Employee Shareholder plusthe product of four times EBITDA multiplied by the number of Shares held bysuch Other Shareholder or Employee Shareholder.

(i)

(ii)

(c)

11.4 The Company Call Right may be exercised by the Company 30 days after thedelivery of a written notice to the Designated Shareholder.

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5.6 The eligible securities being offered may be restricted to a four-month hold after the listing date, if the management’s intentions and current plans to undertake a Reverse Take Over (RTO) and list publicly on the Toronto Venture Stock Exchange (TSXV) are met.

5.7 In a table, provide the following information:

Total amount ($)

Total number of eligible securities issuable

Minimum offering amount

$105,000 100,000

Maximum offering amount

$249,900

238,000

Price per eligible security

$1.05

5.8 The Subscriber is required to subscribe for, purchase and pay for a minimum of 1,000 Units, for a minimum aggregate subscription price of $1,050. Each Unit consists of one common share of the Corporation (each, a "Share") and one non-transferable common share purchase warrant (each, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one additional Share of the Corporation (each, a "Warrant Share" and together with the Shares and the Warrants, the "Securities") at a price of $1.50 per Warrant Share until the second anniversary of the Closing Date or subject to accelerated expiry and other terms and conditions as outlined in the subscription agreement.

Item 6: ISSUER’S BUSINESS

6.1 Peekaboo was founded in 2006 and is now celebrating its 10th year anniversary with our 2016 fall clothing line and 4th annual training & leadership convention.

Peekaboo is a designer of children playwear apparel that allows for free unstructured play for

children. Children playwear apparel is manufactured by third-party contract manufacturers in China and sold through independent sales representatives or “Stylists” to the Company’s core customers, “Mothers”.

The Company’s sales have grown from $29,000 when the Company launched its first collection of

3,500 pieces manufactured in Vancouver, British Columbia in 2006 to approximately $3.4-million in 2015. The Company’s management foresaw changes in traditional retailing and in 2008 and moved from selling through specialty retail children stores to a direct-sales network of sales representatives who host parties or Soirees in their homes to demonstrate and sell our children playwear. Manufacturing was moved from British Columbia to China in 2010 when the Company experienced a doubling of sales in 2011 from 2010 after moving into direct sales.

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The Company has grown its direct-sales Stylists base to over 750 across Canada in 2015 from an

initial start of 28 Stylists when the Company first started active recruitment in 2011. From 2011 to 2013, the Company built a strong base of Stylists by investing in marketing and increasing the brand awareness of its children apparel. During this period, while losses were incurred, sales doubled in 2012 from 2011 and grew 34% in 2013 from 2012. More importantly, while losses were incurred in 2012 and 2013 from investment in recruitment, the Stylists base grew by over 1,000% to 342 Stylists by year-end 2013 compared to 2012. From 2011 to 2013, the Company’s growth in sales and Stylists was by word-of-mouth and largely driven by the demand for the Company’s children playwear.

With an established Stylist base, the Company spent 2014 developing and testing a new Stylists

compensation and reward program to be more aligned towards a direct-sales channel. The Stylist and regional manager compensation plan is one of the key components for a successful direct-sales company. The Company formed a leadership group of key Stylists who were trained to become sales leaders in their markets and learn how to recruit and train new Stylists and manage the growing sales force. By year-end 2014, the Company’s main markets in order of sales were Alberta (41%), British Columbia (34%) and the Maritime provinces (9%).

With input from direct-sales industry consultants, the Company officially launched and

implemented the new compensation plan in 2015. Growth in the Stylists base through strategic recruitment would require funding a working capital reserve for increased inventory and apparel production deposits. During 2015, the Company decided to fund a permanent source of working capital through the Unit Offering and it is then management’s intention to take part in a RTO. This would result in the listing the Company’s shares on the TSXV during fiscal 2016. The listing of the Company’s shares has allowed Stylists to become significant and important shareholders in addition to business operators in Peekaboo.

The Company has spent the first half of fiscal 2016 preparing for the RTO Transaction and Unit

Financing. The Company’s Canadian expansion efforts during the second half of fiscal 2016 will be to grow sales by increasing Stylists recruitment in Ontario, the Maritimes and Saskatchewan.

As of April 12 2016, Peekaboo Beans has 875 stylists across Canada with future plans for USA

and product line expansion. 6.2 Peekaboo Beans Inc is a corporation and was incorporated under the Canada Business

Corporations Act - 2005-10-14.

6.3 Peekaboo Bean’s articles of incorporation, limited partnership agreement, shareholder agreement or similar documents are available to purchasers upon request made to Peekaboo Bean’s investor relations.

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6.4 Indicate which statement(s) best describe the issuer’s operations (select all that apply):

¨ Has never conducted operations,

¨ Is in the development stage,

¨ Is currently conducting operations,

¨ Has shown profit in the last financial year.

6.5 Information for purchasers: If you receive financial statements from an issuer conducting a start-up crowdfunding distribution, you should know that those financial statements have not been provided to or reviewed by a securities regulatory authority or regulator. They are not part of this offering document. You should ask the issuer which accounting standards were used to prepare the financial statements and whether the financial statements have been audited. You should also consider seeking advice of an accountant or an independent financial adviser about the information in the financial statements.

Item 7: USE OF FUNDS

7.1 Peekaboo Beans has previously raised funds through multiple private placements, which has raised around $2.5 Million over the course of the last 10 years. All of the private placements were prospectus exempt and the funds were used for working capital requirements.

7.2

Description of Intended Use of Funds Listed in Order of Priority Total Amount ($) Assuming Minimum Offering Amount

Assuming Maximum Offering Amount

Stylist (Sales Force) Training, Development, and Recruitment $200,000 $500,000 Working Capital $175,000 $437,500 Website, IT, and Accounting & Inventory Management Infrastructure $75,000 $187,500

Administrative and Public Company Costs $50,000 $125,000

Item 8: PREVIOUS START-UP CROWDFUNDING DISTRIBUTIONS

8.1 Non-Applicable

Item 9: COMPENSATION PAID TO FUNDING PORTAL

9.1 As compensation for services rendered and to be rendered by FrontFundr, Peakaboo Beans agrees to pay to FrontFundr, at the time of closing of the Offering:

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(a) a fee equal to 8% of the gross proceeds raised, in connection with hosting and successfully facilitating the exempt distribution through the platform.

Item 10: RISK FACTORS

10.1 (a) Business Development & Growth Risk Peekaboo Beans switched from selling products through retail children stores to a direct-

sales network of sales representatives across Canada. Therefore, Peekaboo Beans has limited operating history in the direct sales industry. To mitigate risks relating to inexperience, the company has utilized business connections to learn from external consultants with direct sales experience. They have provided support to management, as well as industry expertise and day-to-day operations advice.

Like most companies that experience accelerated growth, Peekaboo Beans is no

exception and requires cash and funding to continue to cover working capital requirements and further develop and facilitate growth of the company. To mitigate risk related to lack of funding, Peekaboo Beans is committed to looking at all options of funding, including that of becoming a publicly listed company in the future.

(b) Fashion Risk

Because clothing design and styling ideas are subject to opinions, Peekaboo Beans’ products have a limited shelf-life and there is always the risk that some part of the collections will not be well received by customers. It is important to have the right volumes of inventory and achieve the right balance of product mix including both fashion basics and the latest trends. As the complexity and range of the company's product mix increases, risk management becomes increasingly more important and difficult. Peekaboo Beans preforms statistical reviews of past collections to determine the purchasing trends of its customers. From this the company determines the perfect combination for each collection, achieving a balanced mix between fashion, quality, price and sustainability.

(c) Operational Risk

Like any business, Peekaboo Beans is exposed to many types of operational risks. This can include a wide range of issues related to the day-to-day functions of the company, such as unauthorized transactions, the risk of fraud by outsiders or employees, and errors relating to computer or communications systems. All of which result in a loss for the company in some way. To mitigate Peekaboo Bean’s operational risks, the company must maintain a system of control such as limiting the authority to conduct business activities within each functional department and designate one individual leader.

(d) Market & Economic Stability Risk

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Changes in the Canadian economy and market fluctuations could aversely affect Peekaboo Beans. Therefore, forcing the company to adjust its operations to account for changing financial and economical conditions. Peekaboo Beans must be in control of its environment to ensure stability, which is done by pursuing various business strategies to counter-act and prepare for these changes in the economy. The company also uses various economic and statistical analysis tools to make the necessary adjustments to best take advantage of current market trend.

(e) Reputational Risk (Brand Image)

Peekaboo Beans continued success is dependent on the positive perceptions of the company’s customers, shareholders, stylists, and the general public. Which can be done by operating and running the company according to its strong values and business ethics. If Peekaboo fails in this respect, there is a risk that the company’s reputation and brand image could be damaged. This could threaten the company’s value due to a change in consumers' perceptions. Accurate, transparent and reliable communication can prevent this and alleviate the consequences of a negative company perception.

(f) Expansion Risk

In the future, Peekaboo Bean’s plan to expand into the United Sates of America could adversely affect the company’s performance. The company needs to be more developed and have the right infrastructure in place before this can happen. Expanding the sales-network outside of Canada depends on the ability to remodel existing assets, build upon the supply chain capabilities, improve technology systems, and recruit, hire and retain qualified employees. An effective execution of the expansion strategy is contingent on the ability to design new marketing programs that differentiate us from other Children’s clothing in the USA.

Item 11: REPORTING OBLIGATIONS

11.1 After the closing of the distribution, purchasers can access information through the company’s investor relations department upon request (contact information below). The company will also report to purchasers with investment and company update emails.

Peekaboo Beans’ Investor Relations Contact Information:

- Phone: #604-279-2316

- Toll Free: #1-844-479-2316

- Email: ir@peekaboobeans.com

In the future, if the company is able to reach the management’s intentions and current plans to undertake an RTO transaction and become a publicly traded company on the TSXV. Then Peekaboo Beans will provide disclosure of information to the purchasers via fiscal year quarterly

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reporting. Purchasers will be able to access information on the “Investor” tab found on the main Peekaboo Beans website (www.peekaboobeans.com).

Item 12: RESALE RESTRICTIONS

12.1 The securities you are purchasing are subject to a resale restriction. You may never be able to resell the securities.

Item 13: PURCHASERS’ RIGHTS

13.1 If you purchase these securities, your rights may be limited and you will not have the same rights that are attached to a prospectus under applicable securities legislation. For information about your rights you should consult a lawyer.

You can cancel your agreement to purchase these securities. To do so, you must send a notice to the funding portal within 48 hours of your subscription. If there is an amendment to this offering document, you can cancel your agreement to purchase these securities by sending a notice to the funding portal within 48 hours of receiving notice of the amendment.

The offering of securities described in this offering document is made pursuant to a start-up crowdfunding registration and prospectus exemptions order issued by the securities regulatory authority or regulator in each participating jurisdiction exempting the issuer from the prospectus requirement.

Item 14: DATE AND CERTIFICATE

14.1 On behalf of the issuer, I certify that the statements made in this offering document are true.

14.2 May 2, 2016

Traci Costa

Founder & CEO

Peekaboo Beans Inc.

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IacknowledgethatIamsigningthisofferingdocumentelectronicallyandagreethatthisisthelegalequivalentofmyhandwrittensignature.Iwillnotatanytimeinthefutureclaimthatmyelectronicsignatureisnotlegallybinding.

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Securities regulatory authority and regulators of the participating jurisdictions:

British Columbia

British Columbia Securities CommissionThe document must be filed electronically at the same time as the report of exempt distribution in Form 45-106F6 at www.bcsc.bc.ca (click on BCSC eServices and follow the steps).

Manitoba The Manitoba Securities Commission 500 - 400 St Mary Avenue Winnipeg, Manitoba R3C 4K5 Telephone: 204-945-2548 Toll free in Manitoba: 1-800-655-2548 Fax: 204-945-0330 E-mail: Exemptions.msc@gov.mb.ca www.msc.gov.mb.ca

New Brunswick Financial and Consumer Services Commission 85 Charlotte Street, Suite 300 Saint John, New Brunswick E2L 2J2 Toll free: 1-866-933-2222 Fax: 506-658-3059 E-mail: info@fcnb.ca www.fcnb.ca

Nova Scotia Nova Scotia Securities Commission Suite 400, 5251 Duke Street Halifax, Nova Scotia B3J 1P3 Telephone: 902-424-7768 Toll free in Nova Scotia: 1-855-424-2499 Fax: 902-424-4625 E-mail: nssc.crowdfunding@novascotia.ca www.nssc.gov.ns.ca

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Québec Autorité des marchés financiers Direction du financement des sociétés 800, rue du Square-Victoria, 22nd floor P.O. Box 246, Tour de la Bourse Montréal, Québec H4Z 1G3 Telephone: 514-395-0337 Toll free in Québec: 1-877-525-0337 Fax: 514-873-3090 E-mail: financement-participatif@lautorite.qc.ca www.lautorite.qc.ca

Saskatchewan Financial and Consumer Affairs Authority of Saskatchewan Securities Division Suite 601 - 1919 Saskatchewan Drive Regina, Saskatchewan S4P 4H2 Telephone: 306-787-5645 Fax: 306-787-5842 E-mail: exemptions@gov.sk.ca www.fcaa.gov.sk.ca