|1||You are alarmed about climate change and want to do something that can make a difference.|
|2||You want to give ordinary people the means to fight climate change.|
|3||You want to invest in a team that has created profitable businesses with software that people love.|
|4||Organizations like the Climate Reality Project plan to use our app for recruiting and engagement.|
|5||You want to help others join the $150 billion U.S. market for sustainable goods and services.|
|6||You want annual sales of $9 million by year 3 and $48 million by year 5 (not guaranteed).|
|7||You want to get a return in 5-7 years via IPO or a strategic acquisition.|
Climate Action Now provides a platform that channels individual and group energy to help the environment. The company's app is fun and easy to use. The app provides ideas, information and activities which enable users to take definitive steps to solve environmental problems. We are witnessing devastating fires, storms, floods, tornadoes and other severe conditions which leading scientists agree are the direct result of human harm to the environment. Climate Action Now offers a compelling way for us all to become part of the solution. It is rare to find a business that has a sustainable financial model that can provide users with a path to take measurable steps to benefit the environment. Climate Action Now has a robust business plan that will enable it to work with individuals and groups to create fulfilling avenues to help the environment. Quantum Technology is honored to serve as Lead Investor for Climate Action Now's campaign. All amounts earned by Quantum Technology as Lead Investor will be donated to recognized environmental non profit organizations that are assisting with important environmental work.
Our planet is in trouble.
Governments around the world have failed to do enough because politics get in the way. People are alarmed and concerned, but aren't sure what to do, and don’t have an easy way to act.
Our mission is to launch an app that the whole world can use to take effective climate action.
Our vision is to make our phones powerful tools in the fight against global warming, putting thousands of planet-friendly actions at the fingertips of millions
Founder Brett Walter is a serial entrepreneur, selling his last company in 2017 after bootstrapping it into a company with 200,000+ subscribers and millions in annual revenue. And while much of his team is in the Valley, he has cherry-picked talent from around the country.
To be used daily, an app must satisfy deep and widely shared human needs. To understand those needs, Brett consulted with some of the top behavioral psychologists in the country, including Dr. Derek Reed of the University of Kansas and Dr. BJ Fogg of Stanford University. Dr. Fogg literally wrote the book on how to create engaging technology (“Persuasive Technology”), and had this to say about the Climate Action Now app:
The principal way you motivate people to take action is to help them do what they already want to do. And the main way you help people take climate action is by making it easy. A well-designed phone app can make taking thousands of climate actions easy.
But making it easy isn’t enough. If people are to take climate action day after day, they need to feel successful. To this end, we’ve woven into the app design numerous features with proven ability to give people feelings of success, including the ability to collect points, earn commendations, plant trees, gain social approval, and win competitions.
31% of Americans are ALARMED about global warming and 26% are CONCERNED -growing more alarmed every year. Millions of Americans want the problem to be taken seriously, but they feel helpless. They don’t know what to do and/or they think nothing they can do will make a difference.
But it is only by taking action, first as individuals and then as a society, that the fight for our planet can be won.
According to Nielsen, by 2021, 25% of consumer retail dollars will be spent on “sustainable” products and services.
When it comes to global warming, consumer purchasing behavior is a powerful driver for good or ill. One of the biggest impacts people can have on climate change is to switch their purchases from planet-destroying to planet-sustaining products and services.
We will sell carbon offsets and broker “group buys” -- a form of e-commerce with which we have deep experience -- for planet-friendly products and services in exchange for a commission on sales. We will also sell sponsorships to companies wanting to burnish their green credentials, and earn affiliate commissions from referrals to green companies.
We are beta testing the app and will launch a pilot with The Climate Reality Project in January. This will give us invaluable feedback to fine-tune the app. After the pilot, we plan to roll out the app to The Climate Reality Project’s 30,000+ leaders and to the general public.
Our mission is clear. We are introducing an app that the whole world can use to take effective climate action.
This work is important. We can help save the planet. For our kids and grandkids.
We need your help. We need you to invest. We need you to use the app. We need you to share it with your friends.
Together, we can do this.
Our carbon offset partner is Carbonfund.org.
We will work with our friends at Conserve.org to secure acres of the Guatemalan cloud forest.
Climate Action Now has financial statements ending September 15 2020. Our cash in hand is $112,563.20, as of October 2020. Over the three months prior, revenues averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $50,000/month.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this offering. Some of the information contained in this discussion and analysis, including information regarding the strategy and plans for our business, includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
We are creating an app that makes it exceptionally easy and rewarding for people to take climate action on their phones. Most actions earn points and can be taken in a matter of seconds or minutes with a few touches. Examples: call your elected representative with just four touches, petition a CEO to increase their climate ambitions with three touches, and join a “group buy” to purchase planet-friendly products like e-bikes in just a couple minutes.
In five years, we hope to be partnered with scores of climate organizations who use our app to engage and track climate action by their followers.
We hope to have a virtual footprint on every continent.
We hope for 10% of U.S. consumers will have heard about the Climate Action Now app, and to top $50 million in annual sales, with 5 million Americans as active users of the app.
We hope our app users will have taken 500 million climate actions.
Given the Company’s limited operating history, the Company cannot reliably estimate how much revenue it will receive in the future, if any.
Climate Action Now was incorporated in the State of California in July 2020.
Why you may want to invest:
Historical Results of Operations
Our company was organized in July 2020 and has limited operations upon which prospective investors may base an evaluation of its performance.
Related Party Transaction
Refer to Question 26 of this Form C for disclosure of all related party transactions.
Liquidity & Capital Resources
To-date, the company has been financed with $200,000 in convertibles.
After the conclusion of this Offering, should we hit our minimum funding target, our projected runway is 4 months before we need to raise further capital.
We plan to use the proceeds as set forth in this Form C under "Use of Funds". We don’t have any other sources of capital in the immediate future.
We will likely require additional financing in excess of the proceeds from the Offering in order to perform operations over the lifetime of the Company. We plan to raise capital in 4 months. Except as otherwise described in this Form C, we do not have additional sources of capital other than the proceeds from the offering. Because of the complexities and uncertainties in establishing a new business strategy, it is not possible to adequately project whether the proceeds of this offering will be sufficient to enable us to implement our strategy. This complexity and uncertainty will be increased if less than the maximum amount of securities offered in this offering is sold. The Company intends to raise additional capital in the future from investors. Although capital may be available for early-stage companies, there is no guarantee that the Company will receive any investments from investors.
Runway & Short/Mid Term Expenses
Climate Action Now cash in hand is $112,563.20, as of October 2020. Over the last three months, revenues have averaged $0/month, cost of goods sold has averaged $0/month, and operational expenses have averaged $50,000/month, for an average burn rate of $50,000 per month. Our intent is to be profitable in 18 months.
Since 09/15/2020, our Founder & CEO has lent the company another $100K (via a convertible note). We don't anticipate making any other changes to our finances or operations until after we conclude the financing.
Revenue will be $0 in the next 3-6 months. Monthly expenses will increase from $50K to $55K over that time as we ramp up for the launch. However, we expect revenues of $300K in the following 6 months. We believe we need to raise a minimum of $385K to get to a revenue generating point.
We have no other sources of capital on which we can rely at this time. However, several angel groups and one venture firm have expressed interest in investing once the company has Minimum Viable Product (MVP) and market traction, which we may have by Q1 2021. If needed, the founder could make a loan to cover short term operations.
An investment in our shares involves a high degree of risk and many uncertainties. You should carefully consider the specific factors listed below, together with the other information included in this offering circular, before purchasing our shares in this offering. If one or more of the possibilities described as risks below actually occur, our operating results and financial condition would likely suffer and the trading price, if any, of our shares could fall, causing you to lose some or all of your investment. The following is a description of what we consider the key challenges and material risks to our business and an investment in our securities.
Our limited operating history makes evaluating the business and future prospects difficult and may increase the risk of your investment. Our product is not yet complete and we have not yet begun generating revenue. As a result, all of our financial projections are based on assumptions such as the cost of customer acquisition, frequency of purchases, dollar value of purchases, and profit margin we will realize on consumer purchases. We have also made assumptions as to the number of consumers that will be referred to our app and the rate at which they leave. All such assumptions are inherently unreliable. If any of these or our other assumptions vary significantly from actual performance, our financial results could be negatively impacted and put the viability of our enterprise at risk.
The Company’s business model for generating revenue is unproven and there is no guarantee that the Company will ever be successful at generating revenue. Our business strategy requires that (a) our app elicit repeat usage and user referrals such that our installed base grows organically and (b) we can monetize our installed base sufficient to achieve profitability before we run out of cash. We cannot guarantee that this business strategy will be successful or that we will successfully address unforeseen risks or difficulties as they arise. If we fail to adequately address any risks or difficulties, our financial conditions and opportunities for growth will suffer.
Any significant disruption in service on our websites or apps or in our computer systems, some of which are currently hosted by third-party providers, could damage our reputation and result in a loss of consumers, which would harm our business and results of operations.
We will likely need to engage in equity, debt, or preferred stock financing in the future. Your rights and the value of your investment could be reduced because of this. Interest on debt securities could increase costs and negatively impact operating results. Preferred stock could be issued in series from time to time with such designation, rights, preferences, and limitations as needed to raise capital. The terms of preferred stock could be more advantageous to other investors. In addition, if, in the future, we need to raise more equity capital from the sale of stock, institutional or other investors may negotiate terms at least as, and possibly more, favorable than the terms of your investment. Shares of our equity could be sold into any market which develops, which could adversely affect the market price.
The Company may suffer from alleged infringement of proprietary rights. If there are new entrants into the Company’s market that directly compete with us, the possibility of an intellectual property claim against the Company grows. The Company’s applications and technologies may not be able to withstand any third-party claims or rights against their use. Any intellectual property claims, with or without merit, could be time-consuming and expensive to litigate or settle, and could divert management attention from executing the Company’s business plan. An adverse determination could also prevent the Company from offering its products and services to others.
No party has been engaged to verify the accuracy or adequacy of any of the factual statements contained in this Memorandum. In particular, neither legal counsel nor any other party has been engaged to verify any statements relating to the experience, skills, contacts or other attributes of the Directors, officers and employees of the Company, or to the anticipated future performance of the Company.
The Company is likely to face substantial competition. There is no guarantee that the Company will respond adequately to this competition, nor that the Company will win sufficient market share to reach its revenue objectives.
It is unclear how long the COVID-19 pandemic will last and to what degree it could hurt our ability to operate and/or generate revenues. For example, it could complicate our ability to procure partnerships for products and services. There may be other effects stemming from this pandemic that are deleterious to our company which we have not yet considered.
Bruce Maxwell and Patrick O'Sullivan are part-time officers. As such, it is likely that the company will not make the same progress as it would if that were not the case.
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