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Lorem ipsum dolor sit amet, consectetuadipiscing elit, sed do … · 2020. 11. 17. · 2 Crowd-sourced funding offer document Dated 18 November 2020 Offer of fully-paid ordinary shares

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    SECTION 2 | INFORMATION ABOUT THE COMPANY 2.1 | Company details

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    sequat. Duis aute irure dolor in reprehenderit in voluptate velit esse cillum dolore eu fugiat nulla pariatur. Excepteur sint occaecat cupidatat non proident, sunt in culpa qui officia deserunt mollit anim id est laborum.

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    Crowd-sourced fundingoffer document Dated 18 November 2020 Offer of fully-paid ordinary shares in Green Caffeen Pty Ltd at $11.40per share to raise a maximum of $500,004.00.

    This crowd-sourced funding (CSF) offer document relates to the Offer of fully-paid ordinary shares in Green Caffeen Pty Ltd. This Offer is made under the CSF regime in Part 6D.3A of the Corporations Act 2001 (Corporations Act).

    IssuerGreen Caffeen Pty Ltd ACN 625550638IntermediaryBirchal Financial Services Pty Ltd AFSL 502618

  • 3

    INDEXSection 1 | Risk warning 04

    Section 2 | Information About The Company2.1 | Company details 052.2 | About the Company 072.2.1 | Description of the business 082.2.2 | Key differentiators 102.2.3 | Products / Services 112.2.3 | Products / Services 122.2.4 | Marketing & distribution 142.2.5 | Market & competitors 152.3 | Business and revenue model 172.4 | Business strategy 182.5 | Organisational structure 192.6 | Capital Structure 222.6.1 | Issued Capital 222.6.2 | Equity (pre- and post-offer) 222.6.3 | Rights and liabilities associated with securities 232.6.4 | Debt funding and other sources of funding 242.7 | Risks facing the business 252.8 | Financial information 262.9 | Management comments on histricial performance and outlook 39

    Section 3 | Information about the Offer 403.1 | Terms of the Offer 403.2 | Use of funds 413.3 | Rights associated with the shares 423.4 | Investor rewards 433.5 | What can I do with my shares? 443.6 | Early Stage Innovation Company (ESIC) 45

    Section 4 | Information about investor rights4.1 | Cooling-off rights 464.2 | Communication facility for the Offer 474.3 | Annual report 484.4 | Related party transactions 494.5 | Takeovers 50

    GLOSSARY 51

    Keen to go green with us?

  • 4

    Section 1 | Risk warning

    Crowd-sourced funding is risky. Issuers using this facility include new or rapidly growing ventures. Investment in these types of ventures is speculative and carries high risks.

    You may lose your entire investment, and you should be in a position to bear this risk without undue hardship.

    Even if the company is successful, the value of your investment and any return on the investment could be reduced if the company issues more shares.

    Your investment is unlikely to be liquid. This means you are unlikely to be able to sell your shares quickly or at all if you need the money or decide that this investment is not right for you.

    Even though you have remedies for misleading statements in the offer document or misconduct by the company, you may have difficulty recovering your money.

    There are rules for handling your money. However, if your money is handled inappropriately or the person operating the platform on which this offer is published becomes insolvent, you may have difficulty recovering your money.

    Ask questions, read all information given carefully, and seek independent financial advice before committing yourself to any investment.

  • 5

    Section 2 | Information About The Company

    2.1 | Company details

    We started Green Caffeen two years ago in our hometown of Kiama on the NSW coast - so frustrated were we by single-use plastic coffee cups and the environmental damage they were causing.

    We don’t carry any environmental science degrees, but we knew those cups were rubbish in more ways than one. We also knew we and other mere mortals like us were rubbish at remembering to bring our own reusable cups to the cafe.

    Day in, day out, we kicked ourselves when we failed to kick the coffee cup habit. We were determined to set a better example for our kids to follow. We knew there had to be a solution…

    Green Caffeen, Australia’s largest reusable swap-and-go coffee cup scheme*, is where we landed.

    By providing a reusable cup that’s easy to use, free for coffee lovers, cost effective for cafes, and awesome for our environment, Green Caffeen is shaking up Australia’s takeaway coffee culture.

    Today we supply cafes all over Australia. We make it easy for 18,000 coffee drinkers to reuse and since our inception, we’ve stopped over 500,000 single-use cups at the source.

    Global interest and more demand than we can cater for within Australia have brought us to this point. If we want to continue making a difference for the environment, and keep up with demand here at home and internationally, we need to inject more funds.

    The environment is everyone’s responsibility. We all need to do our bit. With your help we can kick the takeaway coffee cup habit for the benefit of our planet.

    Yours sincerely,

    Martin Brooks and Damien Clarke

    Founders, Green Caffeen

    G’DAY POTENTIAL SHAREHOLDERS,Allow us to introduce ourselves, we’re Damien and Martin: two coffee diehards, mates and accidental ecopreneurs.

    *Based on cafe & customer registrations.

  • 6

    Section 2 | Information About The Company

    2.1 | Company details

    This offer of shares is made by Green Caffeen Pty Ltd ACN 625550638 (the Company). The Company was incorporated on 12.04.2018.

    Company name Green Caffeen Pty Ltd

    ACN 625550638

    Offer Type Crowd-sourced funding

    Offer Date 18.11.2020

    Offer Details Offer of fully-paid ordinary shares in Green Caffeen Pty Ltd at $11.40 AUD per share to raise a maximum of $500,004.00.

    Registered office and contact details 66 Manning Street, Kiama NSW 2533Australia

    Principal place of business 53 Kiarama Avenue, Kiama Downs NSW 2533Australia

  • 7

    Section 2 | Information About The Company

    2.2 | About the Company

    WHAT ISGREENCAFFEEN?Green Caffeen is Australia’s largest reusable swap-and-go coffee cup scheme.* The only Australian made swap-and-go full circular system that uses recycled materials to eliminate single-use plastics, and keep costs and waste down.

    *Based on cafe & customer registrations.

  • 8

    Section 2 | Info Section

    2.2.1 | Description of the business

    For Coffee Drinkers:Coffee lovers love Green Caffeen because it makes it easy to be green. For them, it’s like borrowing a library book - free as long as they bring the cups back. All they need to do is…

    Download the Green Caffeen app and sign up with a few details

    Next time they grab their coffee, they simply return their cup (or cups) to any participating cafe and swap it for a fresh one while they’re at it.

    The real beauty about Green Caffeen is it takes the hard work away. If they’re out without a reusable cup, Green Caffeen cups are waiting at the cafe for them. Plus, they’re allowed to have two cups checked out at once, so there’s no stress.

    If they can’t return the cup within 30 days, they’ll incur a late cup fee of $12.99. This motivates customers to keep the cups in the system, so there’s enough to go around. We don’t like to sting people with the fee, so reminder emails are sent out at 14 days and 28 days.

    Easy, hey? Consumers don’t even need to wash their cups - simply drop them at the cafe’s Green Caffeen drop zone and keep being awesome on repeat, repeat, repeat, repeat, repeat...

    HOW GREEN CAFFEEN WORKS

    AskAsk for your order to go in a Green Caffeen cup

    ScanPoint your camera at the scan code sticker and that’s it. Drink coffee. Feel like a turtle saving legend.

    Tap “Grab, swap or drop” in the app

    Tap

  • 9

    Section 2 | Information About The Company

    2.2.1 | Description of the business

    For Café Owners:Smart cafe owners jump on board with Green Caffeen because it makes good business sense. Without much ado at all, owners start reaping the benefits from Day 1. All they need do is...

    • Put their hand up to be a Green Caffeen café

    • Take delivery of the cups, signage and marketing materials

    • Let us set them up in the app

    • Download a bunch of readymade social media graphics and captions

    • Pour and serve delicious coffee

    • Toss returned cups in the dishwasher

    • High five the planet

    • Kick back and enjoy being part of the solution to pollution, stopping single-use plastic cups at the source

    For GC Partners:Partnering with Green Caffeen is an easy way for organisations to get on the winning side of the war against waste. Sponsor logos on our cups means…

    • More Green Caffeen cups in service across the land

    • Less litter in local streets, parks, waterways and oceans

    • More funds for more worthy pursuits Less wasteful behaviour, and

    • More communities rallying together to build a culture of reuse, rather than single-use.

    It’s not half bad from a brand reputation point of view either

    For the Planet:Last but certainly not least, Green Caffeen works for the planet. By creating a new way to takeaway, and a genuinely sustainable cup, Green Caffeen…

    • Saves trees

    • Reduces carbon footprints

    • Takes plastic out of the system

    • Keeps our marine life happy and carefree (we don’t do choking turtles like single-use cups do)

    We think this is what you’d call a WIN WIN WIN WIN situation.

  • 10

    Yes, there are other reusable cups out there.Green Caffeen has the jump on the others.

    Here’s why…

    Section 2 | Information About The Company

    2.2.2 | Key differentiators

    Zero waste solution

    123

    Established relationships with major Australian

    coffee roasters

    Market leaders

    Over 18,000 customer registrations, over 900 cafe registrations

    Closed-loop economy

    Two blokes who know how to hustle and

    bootstrap

    Australian made and designed

    First global movers to use recycled plastics in a

    reusable system

    Strong relationships with key policymakers and

    changemakers

    Habit changing model

  • 11

    Section 2 | Information About The Company

    2.2.3 | Products / Services

    SUBSCRIPTION MODEL FREE MODEL

    5000

    10,000

    15,000

    20,000

    SEP

    2019

    DEC

    2019

    MAR

    202

    0

    JUN

    2020

    AUG

    2020

    AUG

    2019

    DEC

    2019

    MAR

    201

    9

    JUN

    2019

    ACT LAUNCH / NEW CUP DESIGNWSROC LAUNCH

    CAIRNS COUNCIL LAUNCH (NOV)

    COVID

    SNOWY LAUNCH

    COVID EASING

    367CAFES

    367CAFES

    575CAFES

    541CAFES

    561CAFES

    221CAFES36

    CAFES

    150CAFES

    167CAFES

    10,000 USERSDEC 2019

    16,800 USERSAUG 2020

    5820 USERSAUG 2019

    1562 USERSAPR 2019

    7940 USERSSEP 2019

    REGISTERED CAFES

    TO DATE: 922

    REGISTERED MEMBERS

    TO DATE: 18,000+

  • 12

    Green Caffeen cupsWe’ve refined our cups over time to meet the demands of the popular coffee market as well as the planet. In December 2019, we launched our newly designed cup, which is the first reusable cup in Australia to be made with FDA certified recycled food-grade plastic. We take locally sourced waste content and turn it into a resource by way of our reusable item.

    We’ve also made sure our cups are fully recyclable at the end of their lifespan. Once they reach the end of their waste saving journey, out of commission cups will be recycled back into new Green Caffeen cups, making ours a completely circular system.

    Section 2 | Information About The Company

    2.2.3 | Products / Services

    Recycled & RecyclableThe greenest of green cups, made with FDA approved food grade recycled plastic. Particularly ace at being part of the solution to pollution.

    Clean asEvery Green Caffeen cup iscommercially cleaned by your café, before hitting the town to do it all again.

    Aussie made100% Australian made - in beautiful Brissy,to be precise.

    Unsullied by BPAWe’re just not that kind of cup, OK?!

  • 13

    Green Caffeen appCurrently, the Green Caffeen app can be used at any participating café within Australia.

    For consumers, it provides an in-built café finder, which links directly to Google Maps to drive environmentally-conscious consumers towards supporting cafes.

    Once in use, the app keeps a record of how many cups are checked out by the user and allows them to track their impact at a glance.

    In addition, the app captures data that can demonstrate the impact cafes are having at reducing their single-use consumption. This data can be grouped in specific locations, allowing us to report on the effectiveness of our system.

    Cafes feature on the app for free, giving customers access to relevant information, such as opening hours, location, social media links and marketing messages.

    Section 2 | Information About The Company

    2.2.3 | Products / Services

  • 14

    Almost all of Green Caffeen’s marketing to date has been created in-house with a minimal budget. During our earliest days, we would approach cafes personally to introduce ourselves and Green Caffeen. From the outset, we found the most successful relationships were forged with cafes and organisations that held similar values to ours. We would market these new relationships organically on social media, and encourage user-generated content. From time to time, when launching in a new region, we would gain additional exposure via local PR.

    Once brand awareness grew to such an extent that cafes began reaching out to us, we streamlined our process so they could register online and be sent their welcome packs automatically. The last 400 cafes to come onboard did so after initiating contact themselves.

    Section 2 | Information About The Company

    2.2.4 | Marketing & distribution

    Today, we continue to market Green Caffeen organically through social media platforms, Facebook and Instagram.

  • 15

    The love for coffee is strong in Australia. According to the Australian Bureau of Statistics, coffee consumption in Australia is on the rise. Three in four Australians (75%) enjoy at least one cup of coffee per day, and of those, 28% have three or more cups per day.

    It’s also well accepted that the coffee industry is comparatively resistant to recession, and that rather than give up coffee, consumers would prefer to cut spending on other areas.

    Unfortunately, our addiction to single-use cups is just as strong.

    Section 2 | Information About The Company

    2.2.5 | Market & competitors

    MARKETIt’s estimated that over 2 billion disposable coffee cups are thrown away in Australia each year after a single use.Over 90% of these end up in landfill, on our streets, or worse in our ocean.*

    *https://www.cleanup.org.au/single-use-coffee-cups

  • 16

    Global Pushback:A new philosophy of the circular economy is gaining traction with governments worldwide. It’s a system embracing the principles of repair, reuse and remanufacture rather than the current take-make-dispose model.

    In 2015 the United Nations released 17 Sustainable Development Goals (SDGs). These goals are an urgent call for action, asking all countries – developed and developing – to join in a global partnership. Green Caffeen aligns with a number of these goals, encouraging innovation, responsible consumption and production, climate action, improving life below the water and on land, and working in partnership to achieve collective goals.

    https://www.eea.europa.eu/highlights/better-aware-ness-of-biodegradable-compostable

    Attempts to alleviate the problem through biodegradable and compostable cups have been made, however, even these cups can still leave fragments of plastic in the environment and require specific conditions to effectively breakdown. If these conditions aren’t met, they can take decades to degrade, even as long as standard cups.

    Furthermore, even if cups are degraded or recycled, the initial manufacturing process is wasteful. The paper in cups is produced from trees in a process that consumes large amounts of energy and water. 98 tonnes of resources are used to produce 1 tonne of paper.

    Section 2 | Information About The Company

    2.2.5 | Market & competitors

    © United Nations

  • 17

    Section 2 | Information About The Company

    2.3 | Business and revenue model

    The last two years have seen Green Caffeen establish itself as industry leaders in the reusable cup sector. Now we have a proven track record with several key partnerships, our plan for the next two years is to grow Green Caffeen by engaging with more co-branding opportunities throughout Australia.

    Green Caffeen’s average co-branding partnership sells for $16,000, which allows Green Caffeen cups to be placed in approximately 40 cafes situated in close proximity to each other.

    At full take-up, this has the potential to remove over 500,000 single-use disposable cups in just 12 months, and save, on average, $180,000 from being spent on disposable cups.

    Our business model sees continued growth of the café network by partnering with more councils, corporates and universities.

  • 18

    Section 2 | Information About The Company

    2.4 | Business strategy

    Once we’ve achieved a level of saturation in key areas and hit key performance indicators, we plan to activate a transactional based business model. Where every use of a Green Caffeen reusable item will be an income source.

    Crowdfunding will allow us to continue to reinvest in the Green Caffeen network, develop the team with key hires so we can meet demand from Australian councils, universities and corporates, and further develop the Green Caffeen app. We aim to provide cafes with a complete closed loop solution. Enabling them to offer multiple Green Caffeen reusable items, transitioning away from single use products.

    We plan to explore a transactional based model when one or more of the following milestones are reached.

    The current Australian coffee market sees cafes spending approximately 20-30 cents for a single-use cup and lid. We plan to improve the functionality of the Green Caffeen app to draw more cafes away from single-use plastics and towards a reusable system that cuts their costs.

    The planned enhancements will enable us to offer Green Caffeen cups to cafes at a lower amount per coffee and offer access to smartphone features in the app, including pre-order capabilities, built-in payment systems and loyalty rewards so both cafes and their customers get a better takeaway experience.

    Legislation

    BANSsingle-use coffee

    cups

    We reach a target of

    2000 participating

    cafes

    Green Caffeen transactions

    REACH Key Performance Indicators (KPI)

  • 19

    Section 2 | Information About The Company

    2.5 | Organisational structure

    ADVISORY BOARD

    Aaron ShelleyADVISORY BOARD

    Peter DevineADVISORY BOARD

    Alan Burt

    CO FOUNDERS Damien Clarke

    CEO

    SALES AND RELATIONSHIP

    LIAISON

    TECH DEVELOPMENT

    LEGALMANUFACTURING

    AND DESIGN

    PR AND MEDIA

    ACCOUNTANT

    DIGITAL MARKETING AND

    ADVERTISING

    CUSTOMER SERVICE

    LOGISTICS

    CAFE ENGAGEMENT

    ADVISORY BOARD

    Guy BrownADVISORY BOARD

    Bill Trestrail

    CO FOUNDERS Martin Brooks

    COO

    DENOTES OUTSOURCED ROLES

  • 20

    Section 2 | Information About The Company

    2.5 | Organisational structure

    Damien Clarke CO FOUNDERS / CEO

    Damien is the driving force behind the growth and uptake of Green Caffeen specialising in Social engagement, product & tech design and Sales. Having owned and operated 2 Australian top 5% Real Estate agencies within Ray White network consistently finding himself in the top 1% of Agents Globally, sales and customer engagement are his specialties. As a former Auctioneer and Licensed estate agent he enjoys nothing more than spruiking to a crowd!

    Having spent a number of years out of the workforce he developed his passion for Coffee, Scalable Technology but most importantly his love of Nature and the recognition of the damage that Single Use plastics was having upon it. Damien proudly flies his Green badge wherever he goes! Damien also holds a Bach Ed., currently sits on the Australian Packaging Covenant Organisation working groups, the Global Reusables Network and is a sitting committee member of The Man Walk - Australia.

    Damien Clarke was a Director of DM & DC Properties Pty Ltd from 2006 until it was placed into Voluntary Administration in 2012. The company was no longer trading due to ceasing day to day operations, but had remained active due to an outstanding property sale and pending commision settlements with a construction company that had been placed into liquidation. DM & DC Properties Pty Ltd was placed into Voluntary Administration directly after claiming these commissions with all outstanding debts settled to creditors except that of The Taxation Office (ATO)

    This experience, which occurred almost 10 years ago, has shaped his future endeavours.

    Martin Brooks CO FOUNDERS / COO

    From protecting our community to protecting the environment, and ultimately...protecting our futures, Martin once stood tall in blue as he dedicated 12 years of his life to the NSW Police.

    During his time as a police officer, Martin obtained the rank of ‘Leading Senior Constable and specialised in training and mentoring junior police.

    Martin was awarded The NSW Police Valour Award - the highest recognition of bravery and dedication to duty. He also received other awards for Ethical and Diligent police service, which he has continued to carry out in his day-to-day life.

    In 2017, Martin’s love for the ocean and great outdoors led him to pack up his family of five and sail the high seas for nine months. With no sailing experience, Martin’s knack for adapting and taking on challenges led him to successfully take his family on an adventure of a lifetime.

    Martin’s passion for the environment grew after discovering how much waste was littering tropical remote islands. Martin became determined to reduce his footprint and make the environment a better place for his kids to grow up in.

  • 21

    Section 2 | Information About The Company

    2.5 | Organisational structure

    Kellie ClarkeNON EXECUTIVE DIRECTOR

    Kellie has an extensive history in the retail sector developing her skills and understanding of the industry by way of several key roles in Management both in store and at a Corporate level. These skills have been further enhanced with 5 years experience in the real estate industry including expertise in data management, data sourcing and data dashboards / reporting. Kellie plays no part in the day to day operations of Green Caffeen except that of her corporate rights and responsibilities, but rather finds herself chasing her passion for books in her role as an Executive Assistant to a best selling International Author.

  • 22

    Section 2 | Information About The Company

    2.6 | Capital Structure

    2.6.1 | Issued Capital

    2.6.2 | Equity (pre- and post-offer)

    Green Caffeen Pty Ltd has 315,789 ordinary shares on issue. Table 1 below sets out the issued capital of Green Caffeen Pty Ltd.

    Table 1: Issued capital of the Company before the Offer

    Shareholder Share Type Shares Options

    Martin Brooks Ordinary 150,000 Nil

    Kellie Clarke Ordinary 150,000 Nil

    Beachhead Venture Capital Fund Ordinary 15,789 Nil

    ESOP Ordinary Nil 78,947

    Total 315,789 78,947

    Table 2 sets out the issued capital of the Company following the Offer.

    Table 2: Issued capital of the Company after the Offer

    Shares Maximum Subscription Minimum Subscription

    Existing Shares 315,789 (72%) 315,789 (75%)

    ESOP 78,947 (18%) 78,947 (18.7%)

    Offer Shares 43,860 (10%) 26,316 (6.3%)

    Total shares on issue 438,596 (100%) 421,052 (100%)

    Historically, Green Caffeen initially funded it’s growth from founder’s loans.

    Expansion then occurred by using retained profits from several key co-branding partnerships.

    While this approach had been acceptable during the early years, Green Caffeen now sees great opportunities to increase the pace of it’s growth through a combination of future co-branding partnerships and equity funding.

  • 23

    There is no shareholders agreement between the existing shareholders and as such, the rights and liabilities associated with the shares are as set out in the Company’s constitution.

    As at the date of this offer, the only class of shares on issue are ordinary shares.

    Under the constitution, the Company has the discretion to approve a transfer of shares to a third party. A more detailed description of the rights associated with the shares is set out in Section 3.

    Section 2 | Information About The Company

    2.6.3 | Rights and liabilities associated with securities

  • 24

    Section 2 | Information About The Company

    2.6.4 | Debt funding and other sources of funding

    There are two no interest founders loans, totalling $122,525.

    These loans are not secured and do not have a fixed repayment schedule.

    The Founder’s loans will not be repaid out of the proceeds of the CSF Offer.

  • 25

    An investment in Green Caffeen Pty Ltd should be seen as high-risk and speculative. A description of the main risks that may impact the Company’s business is below. Investors should read this section carefully before deciding to apply for shares under the Offer. There are also other, more general risks associated with Green Caffeen Pty Ltd (for example, risks relating to general economic conditions or the inability to quickly or easily sell your shares).

    Risk Description

    Cash flow risk The Company’s operating activities involve a series of cash inflows and outflows. Although the Company seeks to manage its cash flow efficiently, there is a risk that the Company may not have sufficient cash or working capital, at times, to fund both its operations and its expansion plans. This could affect the Company’s profitability, future prospects, and its ability to meet its business objectives.

    Funding risk The Company is in the process of raising funds to achieve its strategic business objectives and to cover its projected operating expenses. The Company may not raise all of the required funding and therefore not achieve all of its business objectives.The Company may also need to raise additional funds in the future from investors or third parties. There is no assurance that the Company will be able to obtain additional rounds of funding on substantially the same terms as outlined in this Offer Document or at all. The Company’s value may be materially affected if the required additional funding is not available.

    Competition risk The Company operates in a highly competitive market, with several known competitors, and moderate barriers to entry that could give rise to new and unknown competitors. If the Company is unable to successfully compete with existing and/or new competitors, this would have a negative impact on the revenue, profitability and future prospects of the business.

    Technology risk The Company uses a number of sales, marketing and member communication technology solutions. Despite the Company’s measures to effectively manage these systems and risks, if any of these technologies were to fail without notice, it could interrupt the Company’s ability to sell or communicate with customers, which could have a direct impact on revenue and profitability.

    Brand risk If the Company does not maintain consistent levels of quality and service in its offering, the Company’s brand and reputation could be damaged. In an increasingly connected world, damage to a company’s brand and reputation can be catastrophic. The Company is acutely aware of this risk and is vigilant to ensure that it maintains a consistently high level of product quality and customer service.

    Business model risk The Company is at the proof-of-concept stage of the business cycle. As such, it carries the risks of a start-up business. Given the limited trading history of the company, no assurance can be given that the Company will achieve commercial viability through the implementation of its business plan.

    Section 2 | Information About The Company

    2.7 | Risks facing the business

  • 26

    Following are the financial statements of the Company for the financial year ended 30 June 2020, which have been prepared in accordance with the Accounting Standards.

    Section 2 | Information About The Company

    2.8 | Financial information

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    FINANCIAL REPORTFOR THE YEAR ENDED

    30 JUNE 2020

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    CONTENTS

    1

    2

    3

    4

    5

    6

    Compilation Report

    Detailed Profit and Loss Statement

    Profit and Loss Statement

    Statement of Financial Position

    Cash Flow Statement

    Notes to the Financial Statements

  • COMPILATION REPORTTO GREEN CAFFEEN PTY LTD

    A.B.N. 88 625 550 638

    We have compiled the accompanying special purpose financial statements of Green Caffeen Pty Ltd whichcomprise the balance sheet as at 30 June 2020, profit and loss statement and cash flow statement for theyear ended 30 June 2020, a summary of significant accounting policies and other explanatory notes.

    The specific purpose for which the special purpose financial report has been prepared is set out in Note 1.

    Our responsibility

    On the basis of information provided by the directors, we have compiled the accompanying special purposefinancial statements in accordance with the significant accounting policies adopted as set out in Note 1 tothe financial statements and APES 315: Compilation of Financial Information.

    Our procedures use accounting expertise to collect, classify and summarise the financial information, whichthe director provided, into a financial report. Our procedures do not include verification or validationprocedures. No audit or review has been performed and accordingly no assurance is expressed.

    The special purpose financial report was prepared exclusively for the directors. We do not acceptresponsibility to any other person for the content of the special purpose financial statements.

    Name of Firm: Waldie & CoCertified Practising Accountants

    Name of Partner: _________________________________________________________Michael Waldie, CPA

    Address: 4/65 Manning Street , Kiama NSW

    Dated this: 13 November 2020

    Page 1

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    PROFIT AND LOSS STATEMENTFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019$ $

    INCOMEDonations Received - 20,000Cup Hire Income 9,432 14,935Branding Income 121,176 23,750T-Shirt Sales - 55Cash Flow Boost 15,000 -

    145,608 58,740EXPENSESAdvertising 1,881 2,952Bank Charges 130 158Consultancy Fees - 2,000Depreciation 10,395 3,121Donations 201 -Email Expenses 2,377 512Graphic Design Expenses 30,280 7,309Insurance 864 1,364International Transaction Fees 3 63Legal Costs 6,793 6,533Materials 72 393Permits, Licences & Fees 267 268Postage 5,906 1,634Printing & Stationery 2,694 2,376Promotional & Marketing 21,513 23,825Superannuation Contributions 1,330 -Training and Seminars 2,450 1,456Travelling Expenses 10,066 5,209Wages 5,000 -

    102,222 59,173Profit (Loss) before income tax 43,386 (433)

    The accompanying notes form part of these financial statements.These statements should be read in conjunction with the attached compilation

    report of WALDIE & CO.Page 2

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    PROFIT AND LOSS STATEMENTFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019Note $ $

    Profit (Loss) before income tax 43,386 (433)Income tax expense - (20,134)Profit after income tax 43,386 19,701Retained earnings at the beginning of the financialyear 26,404 6,702Total available for appropriation 69,790 26,403Retained earnings at the end of the financial year 69,790 26,403

    The accompanying notes form part of these financial statements.These statements should be read in conjunction with the attached compilation

    report of WALDIE & CO.Page 3

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    STATEMENT OF FINANCIAL POSITIONAS AT 30 JUNE 2020

    2020 2019Note $ $

    CURRENT ASSETSCash and cash equivalents 2 17,969 9,117Trade and other receivables 3 6,638 2,022TOTAL CURRENT ASSETS 24,607 11,139

    NON-CURRENT ASSETSProperty, plant and equipment 4 123,156 27,869Intangible assets 5 96,182 72,186TOTAL NON-CURRENT ASSETS 219,338 100,055TOTAL ASSETS 243,945 111,194

    CURRENT LIABILITIESTrade and other payables 6 1,330 -Borrowings 7 122,525 104,625Tax liabilities 8 - (20,134)TOTAL CURRENT LIABILITIES 123,855 84,491TOTAL LIABILITIES 123,855 84,491NET ASSETS 120,090 26,703

    EQUITYContributed equity 9 315 300Reserves 10 49,985 -Retained earnings 11 69,790 26,403TOTAL EQUITY 120,090 26,703

    The accompanying notes form part of these financial statements.These statements should be read in conjunction with the attached compilation

    report of WALDIE & CO.Page 4

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    STATEMENT OF CASH FLOWSFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019Note $ $

    CASH FLOWS FROM OPERATING ACTIVITIESReceipts from customers 140,992 38,963Payments to suppliers and employees (90,496) (56,017)R & D tax incentive 20,134 9,120Net cash provided by (used in) operating activities 70,630 (7,934)

    CASH FLOWS FROM INVESTING ACTIVITIESPayments for property, plant and equipment (105,682) (30,990)Payments for intangibles (23,996) (52,178)Net cash used in investing activities (129,678) (83,168)

    CASH FLOWS FROM FINANCING ACTIVITIESProceeds from share issue 50,000 -Proceeds from director loans 17,900 83,615Net cash provided by financing activities 67,900 83,615

    Net increase (decrease) in cash held 8,852 (7,487)Cash at beginning of financial year 9,117 16,604Cash at end of financial year 2 17,969 9,117

    The accompanying notes form part of these financial statements.These statements should be read in conjunction with the attached compilation

    report of WALDIE & CO.Page 5

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2020

    1 Summary of Significant Accounting Policies

    The directors have prepared the financial statements on the basis that the company is a nonreporting entity because there are no users dependent on general purpose financial reports. Thisfinancial report is therefore a special purpose financial report that has been prepared in order tomeet the needs of members.

    The financial report has been prepared in accordance with the significant accounting policiesdisclosed below which the directors have determined are appropriate to meet the needs ofmembers. Such accounting policies are consistent with the previous period unless stated otherwise.

    The financial statements have been prepared on an accruals basis and are based on historicalcosts unless otherwise stated in the notes. The accounting policies that have been adopted in thepreparation of this report are as follows:

    Property, Plant and EquipmentEach class of property, plant and equipment is carried at cost or fair value less,where applicable, any accumulated depreciation and impairment.

    Depreciation

    Property, plant and equipment excluding freehold land, is depreciated on a straight line basis overthe assets useful life to the company, commencing when the asset is ready for use.

    Intangibles

    Patents and trademarks

    Patents and trademarks are valued in the accounts at cost of acquisition and are amortised overtheir estimated useful life.

    Cash and Cash Equivalents

    Cash and cash equivalents include cash on hand, deposits held at call with banks, other short-termhighly liquid investments with original maturities of three months or less, and bank overdrafts. Bankoverdrafts are shown within borrowings in current liabilities on the balance sheet.

    Page 6

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2020

    Revenue and Other IncomeRevenue is recognised when the amount of the revenue can be measured reliably, it is probablethat economic benefits associated with the transaction will flow to the company and specific criteriarelating to the type of revenue as noted below, has been satisfied.

    Revenue is measured at the fair value of the consideration received or receivable and is presentednet of returns, discounts and rebates.

    Comparative Amounts

    Comparatives are consistent with prior years, unless otherwise stated.

    Where a change in comparatives has also affected the opening retained earnings previouslypresented in a comparative period, an opening statement of financial position at the earliest date ofthe comparative period has been presented.

    Goods and Services Tax (GST)

    Revenues, expenses and assets are recognised net of the amount of GST, except where theamount of GST incurred is not recoverable from the Australian Tax Office (ATO).

    Receivables and payables are stated inclusive of the amount of GST receivable or payable. The netamount of GST recoverable from, or payable to, the ATO is included with other receivables orpayables in the statement of financial position.

    Cash flows are presented on a gross basis. The GST components of cash flows arising frominvesting or financing activities, which are recoverable from or payable to the ATO, are presented asoperating cash flows included in receipts from customers or payments to suppliers.

    Page 7

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019$ $

    2 Cash and Cash Equivalents

    Cash on Hand 300 300CBA - Business Transactions Account 12,116 8,480CBA - Business Online Saver 5,553 337

    17,969 9,117Reconciliation of cashCash and Cash equivalents reported in the statementof cash flows are reconciled to the equivalent items inthe statement of financial position as follows:

    Cash and cash equivalents 17,969 9,11717,969 9,117

    3 Trade and Other Receivables

    CurrentSundry Debtors 5,000 -Input Tax Credits 1,638 2,022

    6,638 2,022

    4 Property, Plant and Equipment

    Coffee & Tea Cups 136,672 30,990Less: Accumulated Depreciation (13,516) (3,121)

    123,156 27,869

    Total Property, Plant and Equipment 123,156 27,869

    5 Intangible Assets

    Computer Software 93,455 69,459

    Trademark - Green Caffeen 2,727 2,727

    Page 8

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019$ $

    6 Trade and Other Payables

    CurrentSuperannuation Contributions Liability 1,330 -

    1,330 -

    7 Financial Liabilities

    CurrentDirector Loans

    Martin Brooks 60,315 51,815Damien Clarke 62,210 52,810

    122,525 104,625

    122,525 104,625

    8 Tax

    Liabilities

    CurrentProvision for Income Tax - (20,134)

    9 Issued Capital

    Fully Paid Ordinary Shares of 0.001c 315 300

    Fully Paid Ordinary SharesNo. No.

    At the beginning of reporting period 300,000 -Shares issued during the year-18/12/2019 15,000 -At reporting date 315,000 -

    Page 9

  • GREEN CAFFEEN PTY LTDA.B.N. 88 625 550 638

    NOTES TO THE FINANCIAL STATEMENTSFOR THE YEAR ENDED 30 JUNE 2020

    2020 2019$ $

    10 Reserves

    Share Premium Reserve15000 Fully Paid Ordinary Shares issued at $3.332above par 49,985 -

    11 Retained Earnings

    Retained earnings at the beginning of the financialyear 26,404 6,702Net profit attributable to members of the company 43,386 19,701Retained earnings at the end of the financial year 69,790 26,403

    Page 10

  • 39

    Section 2 | Information About The Company

    2.9 | Management comments on histricial performance and outlook

    Since partnering with our first local Council in 2018, Green Caffeen has seen a strong demand from over 60 of the 500 Australian local Councils with active campaigns in place or proposals submitted for roll out late 2020 and into 2021... The past performance, uptake and reporting to our existing Council partners has led to interest from multiple other councils around Australia.. Currently Green Caffeen is the only company providing these services & products backed with a strong past performance and available datasets for reporting.

    Since our launch with the University of Queensland in 2019 we have experienced a similar interest from the 100 Tafe, Universities and Colleges throughout Australia... A number of these projects / launches have been deferred to mid 2021 due to Covid- 19 and the ongoing effects upon these organisations, with the University of Queensland recently re-launching in November, 2020 post Covid.

    As a result of this interest we are looking to hit our key targets of 2000 active cafes by the end of 2021 as a conservative forecast which will pave the way for our transactional based model to be activated shortly after that.

    The growth of the Australian coffee market remains strong with over 20,000 cafes with a strong push towards environmental concerns and the effects of the some 2 billion single use cups consumed in Australia each year.

    Green Caffeen is well positioned to take advantage of its ongoing success and build upon the strength of not only the Australian Coffee Market but positioned itself to fulfill the strong International enquiry and relationships developed.

    Comments on revenue outlook are inherently uncertain and should not be solely relied upon as they are subject to change, uncertainty and unexpected events, many of which cannot be controlled. Accordingly, actual results are likely to differ from the forecasts. No representation or assurance is or can be given that the forecasts will be achieved. Past performance is no guarantee of future performance. This revenue outlook has been prepared by Green Caffeen Pty Ltd and has not been validated by an independent third party.

    Source: https://perfectdailygrind.com/2019/01/australian-coffee-trends-in-2018-whats-brewing-in-2019/

  • 40

    Section 3 | Information about the Offer

    3.1 | Terms of the Offer

    Green Caffeen Pty Ltd is offering up to 43,860 shares at an issue price of AU $11.40 per share to raise up to $500,004.00.

    The key terms and conditions of the Offer are set out in the Table below.

    To participate in the Offer, you must submit a completed application form together with the application money via the Intermediary’s platform. The Intermediary’s website provides instructions on how to apply for shares under the Offer at www.birchal.com.

    The Intermediary must close the Offer early in certain circumstances. For example, if the Maximum Subscription is reached, the Offer must be closed. If the Minimum Subscription is not reached or the Offer is closed but not completed, you will be refunded your application money.

    Table 4: Terms of the Offer

    Term Details

    Shares Fully-paid ordinary shares

    Price $11.40

    Minimum Subscription $300,002.00

    Maximum Subscription $500,004.00

    Minimum parcel size $50.00

    Opening date 18.11.2020

    Closing date 09.12.2020

    A description of the rights associated with the shares is set out in Section 3.

    Investors may withdraw their application during the Cooling-off Period. Further information on investor cooling-off rights can be found in Section 4 of this CSF offer document.

    The Offer is not underwritten.

  • 41

    Section 3 | Information about the Offer

    3.2 | Use of funds

    The table below sets out the intended use of funds raised under this Offer based on the minimum and maximum subscription amounts.

    Intended use Minimum Subscription$300,002

    Maximum Subscription$500,004

    Salaries

    Founders wage $100,000 $200,000

    New Hires $89,202 $117,204

    Marketing / Research $30,000 $50,000

    Tech Development $60,000 $100,000

    Cost of Offer $20,800 $32,800

    Total $300,002 $500,004

    The Offer is not underwritten and there is no guarantee that these funds will be raised.

    The cost of the Offer includes the Intermediary’s fees under the hosting agreement between the Company and the Intermediary.

    These fees are up to 6% of all funds raised by the Issuer through Birchal Financial Services Pty Ltd (Intermediary), plus $2,800 for administration and setup costs.

    Other than as specified above, no other payments from the funds raised will be paid (directly or indirectly) to related parties, controlling shareholders, or any other persons involved in promoting or marketing the Offer.

  • 42

    Section 3 | Information about the Offer

    3.3 | Rights associated with the sharesImmediately after issue, the shares will be fully-paid shares. There will be no liability on the part of shareholders and the shares will rank equally with the shares currently on issue.

    The rights associated with the shares are set out in the Company’s constitution. These rights are described below. A copy of the constitution is available on the Intermediary’s platform.

    3.3.1 Voting rightsEach shareholder has one vote on a show of hands and, on a poll, one vote for each share held.

    3.3.2 DividendsAll shareholders have a right to receive any dividends declared and paid by the Company. The directors have a discretion and may resolve to pay dividends, subject to their obligations under the Corporations Act (for example, they cannot pay dividends unless the Company’s assets are sufficiently in excess of its liabilities immediately before the dividend is declared and where it may materially prejudice the Company’s ability to pay its creditors).

    3.3.3 General meetings and noticesDirectors have the power to call meetings of all shareholders or meetings of only those shareholders who hold a particular class of shares. Shareholders who hold at least 5% of the votes which may be cast at a general meeting of the Company have the power to call and hold a meeting themselves or to require the directors to call and hold a meeting.

    3.3.4 Election and removal of directorsShareholders may vote to elect and remove directors at a general meeting by way of ordinary resolution (50%).

    3.3.5 Winding-upIf the Company is wound up and there are any assets left over after all the Company’s debts have been paid, the surplus is distributed to holders of ordinary shares after secured and unsecured creditors of the Company. Holders of fully-paid ordinary voting shares rank ahead of other classes of shares (if any).

    3.3.6 | Restrictions on sale and transferWe also draw your specific attention to the fact that any Green Caffeen shares acquired under the Offer must not be sold within 12 months of their issue without a prospectus or offer disclosure document, unless an exemption under section 708 of the Corporations ACT 2001. (Cth) applies (e.g. sales to sophisticated or professional investors) or unless ASIC gives relief from the requirement to provide such prospectus of other disclosure documents.

    Please see Green Caffeen’s full constitution for full details on Shareholders Rights.

  • 43

    Section 3 | Information about the Offer

    3.4 | Investor rewards

    In addition to being a shareholder of Green Caffeen, we would like to reward investors with a highly sought, limited edition, Investor Only Green Caffeen Team t-shirt for any amount invested over $1000.00

  • 44

    Section 3 | Information about the Offer

    3.5 | What can I do with my shares?

    Shares in the Company are considered illiquid as they cannot easily be transferred or sold. However, there are numerous possible circumstances that may create an opportunity for shareholders to exit the business. These include, but are not limited to:

    • A trade purchase of the Company

    • A listing on a registered stock exchange (eg the ASX)

    • A private equity investment in the Company

    • A share buy-back by the Company

    There is no guarantee that any of the exit options will eventuate.

  • 45

    Section 3 | Information about the Offer

    3.6 | Early Stage Innovation Company (ESIC)

    From 1 July 2016, if you invest in a qualifying early stage innovation company (ESIC), you may be eligible for tax incentives. The incentives provide eligible investors, who purchase new shares, with:

    • a non-refundable carry forward tax offset equal to 20% of the value of their qualifying investments. This is capped at a maximum tax offset amount of $200,000 for sophisticated investors and their affiliates and $50,000 for retail investors and their affiliates.

    • a modified capital gains tax (CGT) treatment, under which capital gains made or accrued on qualifying shares that are continuously held for at least 12 months and less than ten years are exempt from CGT. Capital losses made or accrued on shares held less than ten years are also disregarded.

    More information about the ESIC regime is available from the ATO website here - https://www.ato.gov.au/Business/Tax-incentives-for-innovation/In-detail/Tax-incentives-for-early-stage-investors/

    Based on an objective self-assessment with the assistance of advisors, the Company has assessed itself and believes that it meets the criteria as a qualifying ESIC for the purposes of this Offer. Investors who purchase new shares in qualifying ESICs may be eligible for certain early stage tax incentives.

    The Company does not warrant or guarantee that it will qualify under relevant rules as an ESIC, and is not able to form a view or give investors tax advice as to whether they are eligible for any tax incentives. Neither the Company nor Birchal Financial Services take any responsibility for investors that invest on the assumption that ESIC will apply to them or the Company. We recommend that investors seek independent tax advice about their investment.

  • 46

    Section 4 | Information about investor rights

    4.1 | Cooling-off rights

    You have the right to withdraw your application under this Offer and to be repaid your application money. If you wish to withdraw your application for any reason (including if you change your mind about investing in the Company), you must do so within five business days of making your application (the Cooling-off Period).

    You must withdraw your application via the Intermediary’s platform as follows: by following the link and instructions on the CSF Offer page on the Intermediary’s platform.

    After your withdrawal has been processed, the Intermediary will refund the application money to your nominated account as soon as practicable.

  • 47

    Section 4 | Information about investor rights

    4.2 | Communication facility for the Offer

    You can ask questions about the Offer on the communication facility available on the Intermediary’s platform. You can also use the communication facility to communicate with other investors, with the Company and with the Intermediary about this Offer.

    You will be able to post comments and questions about the Offer and see the posts of other investors on the communication facility. The Company and/or the Intermediary will also be able to respond to questions and comments posted by investors.

    Officers, employees or agents of the Company, and related parties or associates of the Company or the Intermediary, may participate in the facility and must clearly disclose their relationship to the Company and/or Intermediary when making posts on the facility.

    Any comments made in good faith on the communication facility are not subject to the advertising restrictions in the Corporations Act.

  • 48

    Section 4 | Information about investor rights

    4.3 | Annual report

    While the Company is currently a small proprietary company that is not required to prepare annual financial reports and directors’ reports, if we successfully complete this Offer, then we will be required to prepare and lodge these annual reports with ASIC (within four months of the financial year end). The Company has a 30 June year end and its financial reports must be lodged by 31 October each year.

    Our financial reports are currently not required to be audited as we are a small proprietary company. This means that the Company’s financial reports will not be subject to auditor oversight and, therefore, there will be no independent assurance of the Company’s financial statements. However, the directors are still required to ensure that the financial statements give a true and fair view of the Company’s financial position and performance and that the financial statements comply with the accounting standards.

    We may be required to have our financial reports audited in the future if we raise more than $3 million from CSF offers (including this current offer and any future offers) or otherwise become a large proprietary company.

  • 49

    Section 4 | Information about investor rights

    4.4 | Related party transactions

    If we successfully complete this Offer, the rules on related party transactions in Chapter 2E of the Corporations Act will apply to the Company (for so long as we continue to have CSF shareholders). This means that the Company is required to obtain shareholder approval before giving financial benefits to related parties of the company (e.g. directors and their spouses, children or parents), subject to certain exceptions (such as reasonable remuneration provided to directors).

  • 50

    Section 4 | Information about investor rights

    4.5 | Takeovers

    If we successfully complete this Offer and have more than 50 shareholders, the takeover rules in the Corporations Act will only apply to the Company in a very limited way. If someone wants to buy more than 20% of the voting shares in the Company, they will be able to do so without complying with the takeover rules. This means a person may be able to get control of the Company without making a formal takeover bid to all shareholders or without seeking shareholder approval.

    Shareholders will not have the benefit of the full protections under the takeover rules, which means you may not have the right to vote on or participate in a change of control of the company. However, the general principles of ensuring shareholders have sufficient information and time to consider a change of control, and all have a reasonable and equal opportunity to participate in any benefits, will apply to the Company. In addition, the Takeovers Panel has jurisdiction to hear disputes relating to control of the Company.

  • 51

    GLOSSARY

    Company means Green Caffeen Pty Ltd

    Cooling-off Period means the period ending five business days after an application is made under this Offer, during which an investor has a right to withdraw their application and be repaid their application money

    CSF means crowd-sourced funding under Part 6D.3A of the Corporations Act

    Intermediary means Birchal Financial Services Pty Ltd AFSL 502618

    Maximum Subscription means the amount specified in this CSF offer document as the maximum amount sought to be raised by the Offer

    Minimum Subscription means the amount specified in this CSF offer document as the minimum amount sought to be raised by the Offer

    Offer means an offer of fully-paid ordinary shares by the Company under this CSF offer document

    Wholesale Investor means an investor who satisfies the definition of a ‘wholesale client’ under Chapter 7 of the Corporations Act 2001 (Cth).

    GC Birchal Proposal v6Green Caffeen Pty Ltd - 2020 Financial Reports (3)GC Birchal Proposal v6