Sworn Affidavit vs. Hard Evidence
An Exposé on I Heart Mac & Cheese, CEO Stephen Giordanella, and the Battle Over Truth in Franchise Sales
Introduction
Franchising is built on trust. Entrepreneurs sink their savings, and often their livelihoods, into franchise brands; relying on the truthfulness of the people selling them the dream and the transparency of the disclosure documents. But what happens when sworn statements by a franchisor executive clash with publicly available documents, corporate filings, and the franchisor’s own disclosures?
That’s the troubling scenario unfolding around I Heart Mac & Cheese, a brand that’s become a cautionary tale in the world of franchising.
At the center of this storm is Stephen Giordanella, Co-Founder and CEO of I Heart Mac & Cheese and the signatory of a lengthy sworn affidavit dated June 23, 2025. His testimony attempts to explain how the brand evolved, how its entities were structured, and why certain documents were shared with prospective franchisees, including me. But the facts tell a very different story.
Until now, I’ve chosen not to publicly discuss my company’s legal battle with my franchisor. That’s not what this platform is about. But when my litigation experience can serve as a teaching tool; giving prospective franchisees and current franchisees in any brand a glimpse into what can happen when disclosure documents are opaque and misleading; and when franchise agreements go awry, I believe I have a duty to share it.
In this instance, many of the statements made in Giordanella’s now-public affidavit, filed in the Palm Beach County, Florida court docket last week, can be refuted with factual, publicly documented evidence. That makes this affidavit a prime example for Franchise Reality Check™.
Today, we’re going line by line through Giordanella’s 2025 affidavit and comparing his sworn statements to the hard evidence. The result? A report that raises serious questions about the credibility of the entire affidavit, and the legality of franchise sales that occurred from 2017 onward.
Why This Matters
Franchise sales are governed by strict laws designed to protect investors from misleading information. The Federal Trade Commission (FTC) Franchise Rule requires franchisors to disclose accurate, truthful information in a document called the Franchise Disclosure Document (FDD). Many states, including Florida, impose additional rules and require registration or annual exemption filings to legally sell franchises.
Violations of these laws carry serious consequences:
Regulatory fines
Civil liability
Franchise rescission rights for franchisees
Potential criminal exposure for willful misrepresentations
When sworn affidavits contradict documented facts, it’s more than just a legal technicality; it strikes at the integrity of the entire franchise system.
Giordanella’s Key Claims And the Evidence That Contradicts Them
Below, we dissect some of the first 15 paragraphs of Giordanella’s affidavit, showing how the record tells a different story.
Paragraph 2 – When Was I Heart Mac & Cheese Actually Opened?
Affidavit Claim:
“In 2015, Michael Blum developed the I Heart Mac and Cheese concept and opened a store in Fort Lauderdale, Florida under the name I Heart Mac and Cheese, LLC.”
✅ Hard Evidence:
Michael Blum may have developed the concept in 2015, but the flagship store did not open until 2016.
Both the 2017 FDD and the brand’s own Business Plan Summary (BPS) confirm that:
“The original I Heart Mac and Cheese restaurant was founded in June of 2015 and opened for business in May of 2016 by Chef Michael Blum.”
This discrepancy might appear minor, but it sets the stage for deeper inconsistencies about the brand’s history and ownership.
Paragraph 3 – Who Acquired the Brand, and When?
Affidavit Claim:
“In April of 2017, I acquired a majority interest in I Heart Mac and Cheese…”
✅ Hard Evidence:
Mac and Cheese FLL, LLC was formed on June 1, 2016 in Florida, listing Stephen Giordanella, Delia Valles, and Mac and Cheese Franchise Group, LLC.
The 2017 FDD states:
“The I Heart Mac and Cheese restaurant concept and flagship location was purchased by Mac and Cheese FLL in June 2016.”
Translation: Giordanella’s involvement, and presumably majority control, dates back to mid-2016, not 2017.
Paragraph 3 – Formation Date of “Franchise Group”
Affidavit Claim:
“[In April of 2017]…formed Franchise Group...”
✅ Hard Evidence:
Mac and Cheese Franchise Group, LLC (MCFG) was actually formed as a Delaware LLC on January 27, 2017.
That’s three months earlier than Giordanella’s stated “April 2017.”
Paragraph 3 – Purpose of Franchise Group
Affidavit Claim:
“…formed Franchise Group to operate the original store and all future corporate stores.”
✅ Hard Evidence:
The Business Plan Summary (BPS) labels MCFG as “The Franchisor” and further states:
“The current operating franchise entity is Mac and Cheese Franchise Group, LLC, a Delaware limited liability company.”
In other words, their own materials identify MCFG as the franchisor.
That’s directly contrary to Giordanella’s claim that MCFG existed solely for corporate store operations.
Paragraph 4 – When Was MCFO Formed?
Affidavit Claim:
“In May of 2017 we created MCFO…”
✅ Hard Evidence:
According to the 2017, 2018, and 2019 FDDs, MCFO was formed on January 27, 2017.
Delaware records confirm MCFO was registered on April 27, 2017.
It wasn’t until the 2020 FDD that the date was corrected in Item 1.
Yet Giordanella’s affidavit repeatedly references May 2017.
Paragraph 4 – Did the FDD Exist in May 2017?
Affidavit Claim:
“In May of 2017 MCFO was just a concept and, at the time, there was no Franchise Disclosure Document (FDD) available.”
✅ Hard Evidence:
The 2017 FDD discloses that the franchise was effective in Florida as of May 5, 2017. In order for this statement to be true, MCFO had to have either 1) registered the franchise with FDACS OR 2) filed a Franchise Exemption Application certifying that they were in compliance with the Florida Sale of Business Opportunities Act and the FTC Franchise Rule AND paid the $100 fee. In short, they had to have a FDD in order to be effective in Florida and sell franchises.
The 2018 FDD further states:
“We first began offering franchises for the right to operate a Franchised Business in the United States as of April 10, 2017.”
**(If you recall, in paragraph 3 above I proved that MCFO, the purported franchisor, was not even formed until April 27, 2017.)**
And again in the 2019 FDD:
“We first began offering franchises for the right to operate a Franchised Business in the United States as of April 10, 2017.”
Now let’s take a look at the 2020 FDD:
“We first began offering franchises for the right to operate a Franchised Business in the United States as of April 27, 2017.”
The 2020 FDD fixed the MCFO entity registration date AND fixes the date they first began offering franchises for sale.
Giordanella’s claim that MCFO was “just a concept” and there was no FDD in May 2017 is simply unsupported by the facts.
Paragraph 5 – Who Was Actually Selling Franchises?
Affidavit Claim:
“The Franchisor selling franchises was always MCFO.”
✅ Hard Evidence:
The Business Plan Summary calls MCFG “The Franchisor.” Additionally, the document clearly states, “The current operating franchise entity is Mac and Cheese Franchise Group, LLC, a Delaware limited liability company (Company).”
Public records from the Florida Department of Agriculture and Consumer Services (FDACS) show:
May 29, 2020: MCFG files its first Franchise Exemption Application as the seller of I Heart Mac and Cheese franchises.
2021 and 2022: MCFG continues filing exemptions as the seller of I Heart Mac and Cheese franchises.
June 15, 2023: Only then does MCFO file its first exemption.
From 2017–May 2020, no exemption filings exist for either entity yet we know dozens of locations were sold during that time frame.
Legally, this matters because:
Florida is a franchise filing state.
Any franchisor selling franchises must either:
File a franchise registration
Or file a Franchise Exemption Application annually
Selling franchises without those filings violates Florida law.
The gap between Giordanella’s affidavit and public records raises serious questions about the legality of franchise sales from 2017 through at least 2023. And because every franchise agreement issued names MCFO as the franchisor, all agreements signed up to June 6, 2023 warrant careful scrutiny.
The Business Plan Summary – A Franchise Sales Tool, Not an Investor Prospectus
One of Giordanella’s biggest claims is that the Confidential Business Plan Summary (BPS) was purely a document for people considering an investment in MCFG and not for selling franchises.
Affidavit Claim (Various Paragraphs):
The BPS was never given to franchisees as a representation of MCFO for evaluating the potential profits, losses, or income associated with operating a franchise store.
✅ Hard Evidence:
The BPS contains:
Weekly sales projections for a single store (4 weekly revenue levels, the highest at $24,000/week).
Detailed expense categories like:
Food costs
Utilities
Kitchen supplies
Marketing
Net Operating Income calculations for an individual restaurant.
It’s unmistakably a store-level pro forma, exactly the type of document known in franchising as a Financial Performance Representation (FPR). It’s easy to understand why any prospective franchisee reviewing these projections would feel eager to join the brand.
Why the BPS Is NOT an Investor Prospectus
If the BPS were an investment prospectus for buying equity in MCFG, it would discuss:
Membership units
Equity contributions
Ownership percentages
Corporate cash flow
Distributions to members
Voting rights
Instead, it only discusses:
Single-store sales
Operational costs
Franchise-style profit projections
An investor in MCFG would never care about the cost of napkins, paper goods, or weekly sales at a single franchise location.
Franchisees do.
Furthermore, why would Stephen Giordanella entrust the Director of Franchise Development, Bill Watson, with selling membership interests in MCFG? By definition, Bill Watson’s role was focused on franchise development; not corporate equity sales. Why did Giordanella personally handle membership sales to his friend John Juelich and his cousin Frank Marino, yet expect us to believe he delegated the handling of a membership deal to Bill Watson for me, a complete stranger? The math simply doesn’t add up.
These are just some of the reasons why I firmly believe the BPS is unmistakably a franchise sales tool and not an investment prospectus.
When Did I Actually Receive the FDD?
In his affidavit, Giordanella insists that I received a hard copy of the FDD “prior to September 1, 2017.” But the reality is quite different:
I had no meetings with any I Heart Mac and Cheese personnel prior to September 1, 2017. No emails exist that show I received the FDD prior to October 13, 2017.
He wasn’t present at my discovery day and has no firsthand knowledge of who gave me documents on what date or what documents I was given on that date.
Although there’s a signed receipt and questionnaire indicating I received the FDD on September 1, I maintain that I never physically received it that day. My Second Amended Complaint details exactly why and how that receipt and questionnaire came to be filled out on that date.
Instead, the first time I actually saw the FDD was on October 13, 2017, when Marci Rubin finally emailed it to me. Even then, there were issues:
The file was too large for email (an issue on the sender’s end, not mine), so Marci had to split it into multiple messages. Apparently, she didn’t know how to compress a PDF.
There were no instructions in the email advising me not to sign the agreement until 14 days had passed, or warning me to wait until a specific date.
As a result, I signed the franchise agreement on October 17, 2017; just four days after receiving the FDD; and sent it back along with $30,000. At no point did Marci say I’d signed too soon or insist on redoing the process.
This matters because, under the FTC Franchise Rule:
A franchisor must deliver the FDD at least 14 days before a franchisee signs any agreement or pays any money.
Providing earnings information outside of the FDD is also a violation.
In my case, the timeline simply doesn’t comply with the requirements of the law.
The Legal Ramifications of These Discrepancies
Why do these contradictions matter so much?
1. Violation of Florida Franchise Law
From 2017–2020, no FDACS exemption filings exist for either MCFG or MCFO.
Yet franchise sales were happening, including John Juelich in June 2017 and mine in October 2017.
Selling franchises in Florida without proper exemption filings or registrations is a violation of Florida’s Sale of Business Opportunities Act and possibly other statutes as well.
Potential consequences:
Civil penalties
Franchise rescission rights
Possible criminal charges for willful violations
2. FTC Franchise Rule Violations – Item 19
Under the FTC Franchise Rule, franchisors who provide earnings claims, known as Financial Performance Representations (FPRs), must include those figures in Item 19 of their Franchise Disclosure Document (FDD). The law prohibits giving franchise prospects any financial performance information outside of what’s properly disclosed in Item 19, unless it’s purely historical data and clearly labeled as such.
Here’s why this matters in the I Heart Mac & Cheese situation:
✅ I Heart Mac & Cheese has never included any Item 19 disclosures in any of its FDDs.
Their FDDs specifically say they do not make any financial performance representations.
That means, by their own documents, they are not authorized to discuss or distribute any sales or profit projections to prospective franchisees.
Yet in my case:
On August 17, 2017, I was provided with the Confidential Business Plan Summary, a document filled with store-level financial projections.
This is absolutely an earnings claim under the FTC Franchise Rule. But:
It was not included in any Item 19.
It was provided “off the books,” in private presentations and emails directly from I Heart Mac and Cheese personnel.
And here’s an important clarification:
When I first received the Business Plan Summary, I had no idea that I Heart Mac & Cheese’s FDD contained no Item 19 disclosures since I wasn’t given the FDD at the same time. I assumed those financial projections were part of the franchisor’s official materials and that Bill Watson, Director of Franchise Sales, knew what he was doing and was authorized to share the document with me as a prospective franchisee. It wasn’t until months after my store had opened that I learned what Item 19 was, connected the dots between the Business Plan Summary and the absence of an Item 19 disclosure, and realized just how crucial that timeline truly was.
This matters because:
Providing earnings claims outside of Item 19 is a direct violation of the FTC Franchise Rule.
It can:
Expose the franchisor to regulatory fines and enforcement actions
Provide grounds for franchisees to rescind agreements
Be used as evidence of fraud or misrepresentation in civil litigation
3. Potential Perjury or Fraud in Sworn Statements
Sworn affidavits submitted in litigation carry legal weight.
False statements under oath can constitute perjury, subject to criminal prosecution.
Even if not prosecuted criminally, false statements can damage a party’s credibility in court.
Why This Matters to Franchisees and the Public
These are not minor paperwork errors. They speak to:
Whether franchisees were given truthful information.
Whether franchise sales were legally conducted.
Whether financial projections shown to franchisees were legitimate or misleading.
Franchisees invest hundreds of thousands of dollars based on the franchisor’s disclosures. When those disclosures are false or incomplete, franchisees can lose everything.
The Bottom Line
Stephen Giordanella’s 2025 affidavit is riddled with statements that contradict publicly available documents and the franchisor’s own filings.
Entities weren’t formed when he says they were.
Franchise sales were happening before required legal filings.
Financial documents used to entice franchisees were mischaracterized as “investor documents.”
The record simply does not match his sworn testimony.
These inconsistencies call into question the truthfulness and reliability of the entire affidavit. And they raise serious legal questions about whether I Heart Mac & Cheese operated in compliance with franchise laws; both federal and state.
Final Thoughts
Franchisees deserve the truth. Regulators demand it. Courts depend on it. When franchise executives misrepresent timelines, corporate structures, or sales activities under oath, it undermines the integrity of the entire franchise system.
With Stephen Giordanella and other key executives now launching new brands like Pilar Coffee Bar and Iced Treats, Rush Iced Treats, and Cheese Lovers Kitchen, transparency in their documents is more critical than ever. So far, there’s little evidence to suggest Giordanella has improved at anything except keeping the details hidden.
As the founder of Franchise Reality Check™, I’m committed to shining a light on these discrepancies. Because franchising only works when the truth comes first.
Call to Action
Are you considering investing in a franchise? Demand the documents. Cross-check the facts. Ask the hard questions.
Because as this Reality Check Report proves: the documents don’t lie…even when affidavits might.
The content provided in this blog post is for informational and educational purposes only and does not constitute legal advice. Franchise Reality Check™ makes every effort to ensure the accuracy of the information presented but does not guarantee its completeness or applicability to individual circumstances. Readers are strongly encouraged to consult with a qualified franchise attorney or regulatory professional before making any investment or legal decisions related to franchising. Any references to legal documents, individuals, or companies are based on publicly available information and are presented solely for the purpose of transparency and public awareness.
