Green Sense Farms, LLC is now closed and is no longer accepting investments.

Green Sense Farms, LLC

Transforming farming and disrupting produce distribution.

Small OPO
Portage, IN
Agriculture
Accepting International Investment
Play video

“Vertical farms are capturing attention for two big reasons: local interest in produce that doesn't have to be transported hundreds of miles before it makes it to the kitchen, and the need to find new food sources for the world’s growing population. That means farmers will need to produce up to 70% more food, tough to do in a world where 80% of the land suitable for farming is already in use. It stands to reason that indoor alternatives will continue to blossom, especially in expanding urban communities.” -Heather Clancy, Forbes 


  • Market Leader

  • Largest network of commercial indoor vertical farms 

  • Total Assets $2.6M; 2015 Revenue: $788K

  • Harvest capacity ~3M plants per year

  • Opened first farm in China in August, 2016

  • Primus food safety audit with a 94% or above rating 

  • Innovation partners include Phillips, Hortimax, Rizk Zwaan, Desert Aire and Dramm

  • Products currently distributed to grocery stores, produce companies, and select restaurants 

  • Harvest year-round, using a fraction of the land, water, and fertilizer of traditional field farming

  • Growing pesticide, herbicide, preservative and GMO free produce

 

Build a network of indoor vertical farms, and locate them at perishable food distribution centers owned by large grocery stores, and at institutional campuses wherever large volumes of meals are served daily. Our goal is to profitably and sustainably grow the best leafy greens in a controlled indoor environment.



We took an old idea and made it new.  Green Sense Farms is transforming farming by growing leafy green in stacking vertical towers, 365 days a year. We grow high quality crops consistently using automated computer controls which provide the precise amount of light, nutrient, water, temperature and humidity, so we can harvest year-round.  

Our first farm was built in Portage, Indiana and made its first shipment to Whole Foods Midwest distribution center in March 2014 when it was -20 degrees Fahrenheit outside. 

We are a high tech agriculture company that is constantly innovating and developing better ways to grow indoors that use less energy, reduce greenhouse gas emission, minimize waste and recycle water to produce the best crop. By putting these farms at the point of consumption and distribution, we reduce the amount of miles food travels and ensure that our vegetables are fresh and nutritious.

Green Sense Farms controls the entire process from seed-to-supermarket. We grow, pack and ship our leafy green vegetables and comply with a rigorous food safety and product traceability programs. Each year we have passed our Primus food safety audit with a 94% or above rating.   We sell micro greens, baby greens, culinary herbs and lettuces in volume to grocery stores chains and produce companies and direct to a select few restaurants.



Offering Size: Minimum $100,000; Maximum $1,000,000

Cost per Common Unit:  $100

Available Common Units: 10,000

Minimum Investment: $100

Subscriptions Closed: October 29, 2016

Reports Annual: K-1

Exit Strategy:  Green Sense Farms is a market leader in the emerging indoor vertical farming market. We believe there is a tremendous opportunity indoor vertical farming and will constantly evaluate business strategies that are in the best interest of our members to maximize the value of the Company. Our goal is to build network of indoor vertical farms and grow the value of each share through operating profitable Farms.  Our exit strategy can include:

  • Merge with other indoor vertical farming operations and pay investors a dividend from profits
  • Acquire other indoor vertical farms and pay  investors a dividend from profits
  • Sell the network of Farms to a strategic investor or a financial investor and investors can liquidate their shares
  • Evaluate an Initial Public Offering of our securities


The funds raised will  primarily be used for R&D to create new farm designs, and for pre-development activities to expand our network of farms  with remaining funds for operating capital. 

Farm locations will target perishable food distribution centers at major grocery store chains, and institutional campus locations: including hospitals, military bases, colleges, and corporate campuses in the United States, Canada, Scandinavia, and China. 



 

Green Sense Farms’ mission is to farm sustainably, creating an environment that is good for our workers and the planet while generating a profit. We take a common sense approach to making the world a better place to live.  

For the first time ever, we’re making a public offering in order to build a community of like minded individuals that support sustainable farming that's changing the world.


We continue to perfect our indoor growing technology and formed partnerships with leading Dutch and American horticultural companies to create a proprietary state of the art growing system (Phillips, Hortimax, Rizk Zwaan, Desert Aire and Dramm). 

From our first 20,000 sq./ft. farm in Portage, Indiana, we are expanding our farm network and have 10 farms in our development pipeline in the USA, Canada, China and Scandinavia.  Our current business model is to design, build, operate and own indoor vertical farms in the USA; and to own a minority interest with a local operating partner for farms offshore. In March 2015, Green Sense Farms formed a Hong Kong company to partner with Star Global Agriculture to build a network of farms in China to serve a growing middle class population that is demanding chemical free produce. We broke ground for the first farm in December  2015 and became  operational in August, 2016.  Located in the city of Shenzhen, with a population of 48 million people within 50 miles of the Farm. 

Our long term goal is to expand our network of vegetable farms and then to spin off  a biopharmaceutical business that grows plant proteins using non-GMO seeds that can be synthesized into vaccines and medicine.

We have also developed a sustainability course with  Indiana University South Bend, called the Art of Sustainability. This course is now taught annually and includes a final mural painted by the class. These murals will be hung in every future Green Sense Farm.

Green Sense Radio Show, hosted by Founding Farmer, Robert Colangelo, is heard in syndication nationwide on 37 stations coast to coast and available through podcasts. The radio show plays an important role in our education and outreach as well as our marketing strategy.

 We also have additional revenue channels that include pharmaceutical plant proteins and consumer packaged goods that we plan to bring on line within the next 5 years.


Robert Colangelo is a scientist, author and environmental entrepreneur who founded several leading market based organizations that include: Environmental Planning Group, American Business Center Nizhnevartovsk, Siberia, Russia, Brownfield Development LLC, Environomics Communications, Brownfield News magazine, The National Brownfield Association, The Surplus Property Roundtable, Green Sense radio show and Green Sense Farms, LLC.

Mr. Colangelo is recognized as a national expert and an authoritative source on indoor vertical farming, brownfield redevelopment and sustainability; he is the author of several books and numerous articles on the subject and is the host of the nationally syndicated Green Sense radio show. 

Mr. Colangelo holds a  Masters and Bachelors degree in Earth Science from Northeastern Illinois University and  is currently responsible for building a global network of Indoor Vertical Farms.

 

Mr. Wenz co-founded Green Sense Farms and serves as its CFO.  Mr. Wenz started his accounting career at the Dearborn Group, LLC, an Arlington Heights, IL firm that owned and managed numerous apartment developments in IL and IA.   He then worked at Utilities, Inc., a multi-state water and wastewater utility holding company.  As the VP of Regulatory Matters, Mr. Wenz was responsible for all functions dealing with rate setting and economic regulation in the Company’s sixteen state service area.  He then formed DC Custom Homes, LLC.  As a partner in the firm, he participated in the acquisition, redevelopment and sale of numerous residential properties in the suburbs of Chicago. He also is a partner in AC Capital Partners, LLC, a firm that owns and leases assisted living centers in Wisconsin.

 

Mr. Wenz holds a Bachelor of Business Administration (Accountancy) from Western Michigan University and is a Certified Public Accountant.  He also serves on the Board of Directors of the United Way of Porter County. 

 

Mr. Schlyer has been practicing law for 15 years and has closed more than $200M in commercial and residential real estate transactions. He has contract based and foreclosure related litigation experience and has served as general counsel to numerous real estate funding entities.  As a solo practitioner for the past 10 years, Mr. Schlyer has identified revenue generating properties for client purchase, managed reconstruction projects, underwritten assets, conducted title reviews, overseen litigation, and counseled on market evolution in the "green" space.  Mr. Schlyer is an Illinois licensed attorney.

 

Lane Patterson is a pioneer and innovator with over 20 years’ experience in building controlled environment agriculture systems. Prior to working at Green Sense Farms, Mr. Patterson worked at the South Pole Food Growth Chamber, NASA Steckler Space Center and University of Arizona Controlled Environment Agriculture Center. Currently 

Mr. Patterson is the Systems Manager for Green Sense Farms and is responsible for conducting R&D on new farm design, coordinating  with innovation partners, improving growing systems and overseeing construction of new Farms.

 

Corbett Miller,  is a Grower for Green Sense Farms,  Portage, IN Farm.  His focus  on commercial hydroponic growing began in 2010  while working as the Greenhouse Manager at the University of Indianapolis. He  also worked as a professional hydroponic internship through Walt Disney World and grew 120+ varieties of edible crops from all over world in their indoor grow system.  Since joining Green Sense Farms, he has been responsible for improving crop production, and meeting customers’ orders.

Mr. Miller holds a dual degree in Biology and Environmental Science from Indianapolis University.


 


What is vertical farming?

Vertical farming is the practice of growing produce in vertically stacked layers using controlled-environment agriculture (CEA) technology. All environmental factors can be controlled including LED lights, environmental control (humidity, temperature, CO2...) and fertigation (irrigation, drainage and fertilization).


What is the difference between vertical farming and field farming?

Field Farms have to mitigate much more risks, animals, pests, invasive species, weather, drought and have a much greater impact on the environment. By growing indoor without the use of pesticides, and precisely controlling  the water, nutrients and light a consistent crop can be grown year round with minimal impact to the environment. 


What kind of crops are suitable for a vertical farms?

Farming is stratifying and indoor vertical farms are best to grow leafy green vegetables, greenhouses are great for tomatoes, peppers and cucumbers and field farms are well suited to grow commodity crops such as wheat, corn and soybeans.  


What are the costs of building  a vertical farm?

An indoor vertical farm with two individual climate controlled grow rooms, with a seeding area , packing area, cooler and shipping area,  cost approximately $3 million to build, excluding a building.  Space is typically leased.


How often can you grow crops? 

The time to grow  a plant to maturity varies based on the cultivar.  Microgreens can be grown in 8-12 days, culinary herbs and baby greens in 20-35 days and lettuces in  30-40 days.  We have developed a process which allows us to accelerate the growth time by placing the plant in different areas during various phases (germination, nursery and growth) so that we can turn over our growth towers more times each year.  


Will I incur any additional costs outside of my investment?

There is a one time $2.50 transactional charge for every $100 invested. Green Sense Farms is a new company and we’re experiencing rapid growth since we shipped our first crop in March 2014. Each investor should carefully assess the risk with investing in any new company and conduct the property due diligence, and is responsible for covering this cost. 


“Three guiding principles have governed my career: take on projects that make the world a better place to live, generate enough proceeds to make a comfortable living, and have fun and be passionate about your work.”  

Robert Colangelo, Founding Farmer & CEO, Green Sense Farms

Offering Summary

OFFERING SUMMARY

 The following summary highlights selected information contained in this offering circular. This summary does not contain all the information that may be important to you. You should read the more detailed information contained in this offering circular, including, but not limited to, the risk factors beginning on page 4. References to “we,” “us,” “our,” or the “Company” mean Green Sense Farms, LLC.

 

Our Company

Green Sense Farms, LLC, is an Indiana limited liability company (“GSF” or the “Company”) whose goal is to build a vegetable brand that is “nationally known and locally grown” by establishing a network of indoor vertical farms.  Established in 2012, GSF is currently the largest commercial indoor vertical farm, by density in the United States, with expansion plans for multiple farms in the USA, Canada, Scandinavia and Asia.  GSF grows leafy greens in grow rooms where all inputs are controlled creating an ideal environment for consistent, healthy, plant growth.  The temperature, humidity, air flow and lighting are constantly monitored in the grow rooms.  The nutritious produce includes, micro greens, baby greens, culinary herbs and lettuces which are sold to consumers within approximately 250 miles of the farm.  Sustainable farming practices can increase overall crop yields, and provide healthy foods to the growing population year-round.

GSF owns, operates, designs, and builds farms. The first of these farms is the Portage Farm (“Portage Farm”), which began operations in March 2014. Located on the eastern shores of Lake Michigan in Portage, Indiana in the Ameriplex Industrial Park approximately 50 minutes from downtown Chicago. The Portage  Farm consists of two climate controlled grow rooms, each approximately 100,000 cubic feet. Within each grow room are rows of grow towers containing stacking hydroponic tubs with LED lights. Grow Room I has a climate ideal for growing herbs and baby  greens. Grow Room II has an ideal climate for growing lettuces and microgreens.  The Farm also consist of a seeding area, germination area, packing area, cooler and shipping area. 

In addition, GSF has recently launched a separate company, Green Sense Farms HK (“GSF HK”) to fill the growing demand for fresh chemical free produce in China.  GSF HK  is a wholly owned subsidiary of GSF, and will serve as a joint venture partner for GSF to expand internationally into Asia.  GSF HK recently finished development of its first international farm in Shenzhen (“Shenzhen Farm”) located across the northwestern border of Hong Kong in the city of Shenzhen, China. The Shenzhen Farm construction was completed in August 2016.  Shenzhen Farm is located in a unique old textile mill that has been redeveloped into an art and business district called Id Town.  Shenzhen Farm consists of two climate controlled grow rooms each approximately 75,000 cubic feet. 

The goal of GSF is to build farms that have the same equipment and operational design so that they can be easily replicated to consistently grow high yield quality crops wherever they are located.

The Offering

 

Securities Offered                                                Maximum number of Common Units 10,000 ($1,000,000)

Common Units outstanding pre offering        563,052

Common Units outstanding post offering      574,186[1] 

  

Use of proceeds: The net proceeds of this offering will be used primarily to fund research and development, farm expansion/pre-development activities, and improve operational efficiencies at the Portage Farm. 

Risk factors: Investing in our units involves a high degree of risk.  As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section of this offering circular.

 


 

[1] Two additional Series A Preferred units as of the date hereof have purchase commitments from investors, which would add 1,134 to the total Common Units outstanding post-offering.  These Series A Preferred Units are expected to close on or before September 1, 2016.  

 


 


 

The Company will not incur any irregular use of proceeds.


Show More
Most recent fiscal year-end:
Prior fiscal year-end:
Total Assets
$2,602,000.00 USD
$2,120,000.00 USD
Cash And Cash Equivalents
$294,000.00 USD
$359,000.00 USD
Accounts Receivable
$133,000.00 USD
$1,288.00 USD
Short Term Debt
$100,000.00 USD
$50,000.00 USD
Long Term Debt
$1,208,000.00 USD
$1,458,000.00 USD
Revenues And Sales
$788,000.00 USD
$76,000.00 USD
Costs Of Goods Sold
$106,000.00 USD
$58,000.00 USD
Taxes Paid
$0.00 USD
$0.00 USD
Net Income
-$76,000.00 USD
-$300,000.00 USD

Risks

A crowdfunding investment involves risk. You should not invest any funds in this offering unless you can afford to lose your entire investment. In making an investment decision, investors must rely on their own examination of the issuer and the terms of the offering, including the merits and risks involved. These securities have not been recommended or approved by any federal or state securities commission or regulatory authority. Furthermore, these authorities have not passed upon the accuracy or adequacy of this document. The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature. These securities are offered under an exemption from registration; however, the U.S. Securities and Exchange Commission has not made an independent determination that these securities are exempt from registration.


Updates

Annual Report

about 2 months ago

Green Sense Farms, LLC

6525 Daniel Burnham Drive, Suite B Portage, Indiana, 46368 www.greensensefarms.com

 

2016 ANNUAL REPORT

State of the Farm 

 

We welcome the new “crowd” of 382 investors that joined through our Start Engine equity crowd funding campaign. Our new crowd funding investors, along with our existing 6 “Series A” and 3 original investors makes up the Green Sense Farms, LLC family of investors. We are touched by the outpouring of tremendous support from our investors, friends, family and public. Please accept our sincere appreciation and gratitude for taking the initiative to be an early adopter of equity crowd funding and investing in our start-up venture. We are committed to increasing the value of Green Sense Farms shares, minimizing shareholder dilution and generating a return for our investors as we transform farming and disrupt produce distribution with our sustainable farming technology.

 

Communications

 

We strive to keep our investors informed and have established avenues to address questions and concerns. While we can share some information, other material is quite sensitive and could impair our operation and future success if discovered by others in the farm-tech industry. This report is an annual communication to investors, and will address both 2016 activities and forward looking projections.

The SEC requires that any issuer that sold securities under a Title III Regulation Crowdfunding offering will post an annual report 120 days after the end of the fiscal year for investors to review. Our financial page on the StartEngine website will have this information and can be found at https://www.startengine.com/startup/green-sense-farms-llc.

In addition, we will periodically post investor information to the company website www.greensensefarms.com under the Investor Relations tab. Occasionally we will send direct emails to investors on actionable items, so please keep your email and all contact information current. All inquiries should be directed to Rob Schlyer, General Counsel & Manager Investor Relations rschlyer@greensensefarms.com

Overview

Green Sense Farms, LLC, is an Indiana limited liability company (“GSF” or the “Company”) whose goal is to build a vegetable brand that is “nationally known and locally grown” by establishing a network of indoor vertical farms.

Established in 2012, GSF is currently the largest US based commercial indoor vertical farm. Our expansion plan is to design, build, own and operate farms in the USA and Canada and to design, oversee construction and license our growing technology to local operating partners in Scandinavia and Asia Pacific countries. GSF grows leafy greens in grow rooms where all inputs are controlled, creating an ideal environment for consistent, healthy, plant growth. The temperature, humidity, air flow and lighting are constantly monitored in the grow rooms. The nutritious produce includes, micro greens, baby greens, culinary herbs and lettuces and sold to consumers within approximately 250 miles of the farm. Sustainable farming practices can increase overall crop yields, and provide healthy foods to the growing population year-round, with little impact to the environment.

We are better vertical farm designers because we operate and grow produce in a vertical farm; and we are better growers because we also design and build vertical farms. The goal of the Company is to build farms that have the same equipment and operational design so that they can be easily replicated and operated to consistently grow high yield quality crops wherever they are located.

According to a forecast published in the New Market Research report in January 2017:

Vertical Farming Market by Growth Mechanism (Hydroponics, Aeroponics, and Aquaponics), Structure (Building Based and Shipping Container), Offering (Hardware, Software, and Service), Crop Type, and Geography - Global Forecast to 2022, the vertical farming market is estimated to be valued at USD 5.80 Billion by 2022, growing at a CAGR of 24.8% between 2016 and 2022. The factors driving the growth of the vertical farming market include high quality food with no use of pesticides, less dependency on the weather for production, growing urban population, increase in the year around production of the crops, and reduced impact on the environment.

According to the 2016 State of Indoor Vertical Farming Report published by Agrilist 

One of the reasons indoor farming is gaining significant traction in the United States is the ability to produce more while using less resources. According to the United States Department of Agriculture’s (UDSA) July projection for the 2016 - 2017 growing year, corn prices range from $3.10 - $3.70 per bushel and farms are producing an average of 168 bushels per acre; conventional lettuce and tomatoes are between 23 and 25x more productive at about $12,000 and $13,000 per acre respectively.

In comparison, on a revenue basis alone, indoor horticulture is about 4,000x more productive than conventional outdoor commodity farming; indoor cannabis is about 9,000x more productive. Responses came from growers around the world, including the United States, Canada, the Caribbean, Slovakia, Taiwan, Bahrain, Dubai, Tunisia, Finland, Belgium, China, and Japan. Indoor vertical farms and hydroponic greenhouses were the most prominent primary facility type of survey respondents. Small farms primarily consisted of indoor vertical farms while larger farms primarily consisted of hydroponic greenhouses.

Indoor vertical farming is a new emerging market with great growth potential. Green Sense Farm is an early entrant and at the tip of the spear of this new market, poised for rapid growth.

Goals & Accomplishments

 

We have been calculated in our expansion, and frugal with our capital. We are positioned to be a significant long-term player in this growing market. Benchmarking against other large commercial indoor vertical farms in our industry, we have invested 1/10th the capital to prove our technology, generate sales, refine our business model and to build expansion farms. Our short-term focus is to continue to build market share by constructing our farm network at institutional campuses and grocery store perishable food distribution centers. Under our business model, our produce is fresher, travels fewer food miles, and can be more competitive with conventionally grown leafy greens and herbs than other indoor vertical farms. To accomplish this goal, we require patient capital to fund expansion in this emerging market. We are in discussions with family offices, accredited investors, impact investment funds and private equity for the next tranche of capital.

Green Sense Farms has progressed in line with our strategic goals. Our accomplishments for 2016 include the following:

· Formed strategic partnerships with industry leaders

· Tested and installed new equipment

· Conducted R&D on growing process

· Developed new farm design

· Built and turned on China Farm

· Filled farm development pipeline

· Launched Online Public Offering (OPO)

· Updated website, and implemented marketing and PR plan

Goals for 2017 include:

· Increase produce sales at the Portage Farm

· Employ new management at the Portage Farm

· Begin construction on the South Bend and Las Vegas farms

· Identify a local operating partner to license technology in target countries

· Conduct R&D on new cultivars

· Continue to fill the farm development pipeline in the USA, Asia Pacific, Canada and Scandinavia

· Raise expansion capital to fund farm expansion

 

Technology

 

Green Sense Farms has a superior indoor growing technology. The Company deployed significant time, capital and resources in establishing technology partnerships, and installing/testing/fine-tuning new fertigation, HVAC and water treatment systems at the Portage farm. We continue to refine a new and improved farm design (that will be deployed in future farms). In 2016, research also began on conveyance systems, testing LED lights from new manufacturers, designing new growing trays and tubs, and refining nutrient recipes.

Green Sense Farms has created partnerships with the leading providers of greenhouse technology and growing equipment and integrated their proven technologies into our growing system, rather than developing all equipment in-house. We have determined that it’s more efficient to partner with experts in different disciplines then to develop from scratch. This also allows us to be more efficient with R&D spending as we can leverage our technology partners’ resources in this market. To date we have partnerships with:

◦ Rizk Zwaan, Non-GMO seeds.

◦ Hortimax, Fertigation, sensors and automation controls

◦ Desert Aire, HVAC dehumidification and cooling equipment

◦ Dramm, Pre-water treatment and return water treatment

◦ Phillips, LED lighting

LED lights are the most critical and expensive part of our growing system. The manufacture of LED horticultural growing lights has become a very competitive business as technology advances, and prices decrease. This has accelerated our search for other LED light vendors, and to consider using multiple vendors, rather than aligning with one LED light partner. We are currently looking to form partnership with racking, automation, ventilation and renewable energy companies.

Farm Expansion Domestic

Green Sense Farms’ revenue model has two streams: revenue from farm produce sales; and, revenues for license agreements to local operating partners in target expansion countries. Much effort was spent in 2016 identifying locations to build future farms. We have more than 10 prospective farm projects in the development pipeline.

Currently at the top of the domestic list are the South Bend, Indiana, and Las Vegas, Nevada, farms. The South Bend farm will be built in a partnership with Ivy Tech Community College. This location will be our first “Earn to Learn” training center/working commercial farm. The “Earn to Learn” farm will train much-needed growers, farmers and packers as well as create job-ready graduates to work in the produce and food service industries. This project demonstrates our recognition of the shortage of qualified indoor growers, and works toward a solution. Ivy Tech has approved and will deed 0.8 acres of land on campus to Green Sense Farms and the City of South Bend has approved a low-cost loan from a revolving loan fund to improve the property. Preliminary site plans and farm design are complete and we are scheduled to begin construction in Q3 2017.

The Las Vegas farm’s produce will be initially purchased exclusively by a large casino located on the strip. We are in the process of identifying potential locations to build the farm and have been directed to break ground by September 2017.

Additional expansion farms are possible in 2017. We have met with the CEO of a publicly-traded food company and are conducting a feasibility study to build farms adjacent to their production facilities. We are also in discussion with grocery store chains to build farms at their distribution centers, each serving more than 200 stores. We have started trial sales at one chain’s retail store in Portage.

 

 

International Farm License 

 

The farm in Shenzhen China is operational. All equipment has been installed, the farm is turned on, and growth trials have begun. Green Sense Farms has fulfilled our obligations under the existing agreement. We have restructured the relationship with our China partner and have transitioned from an equity partner under our new agreement.

For future international expansion, we have determined it is in the best interest of the company to enter into a licensing agreement with a local operating partner that has the capability to build a network of farms in country, in lieu of retaining a minority equity position. The local operating partner will be responsible for marketing, sales, distribution of produce, as well as managing day-to-day farm operations. Green Sense Farms will design, procure and oversee construction for a development fee, plus a licensing fee and a percentage of gross annual sales. We are in discussion with several parties in Asia Pacific and Scandinavia countries regarding this arrangement.

 

OPO

Green Sense Farms was one of the first 50 companies to launch an Online Public Offering (OPO) in compliance with the SEC regulations that now allow for the sale of equity online through Regulation Crowd Funding. In addition, the Company has been one of the most successful companies raising Title III crowdfunding in the USA. Our efforts were noted in the May 2017 issue of Inc. magazine in an article on Regulation Crowd Funding efforts:

“This month, BrewDog became the first crowdfunded "unicorn," when it raised $264 million from American private equity firm TSG Consumer Partners. Prior to taking institutional capital, BrewDog had raised money from tens of thousands of average investors across the U.K. The most recent round valued the Scottish company at more than $1 billion.

A crowdfunded American unicorn could be close behind. Since the Jumpstart Our Businesses Startups, or JOBS, Act passed under then-President Barack Obama in 2012, a growing number of U.S. small businesses have raised cash from so-called non-accredited investors. (Previously, private companies could not advertise stock offerings to these investors, nor could they accept money from them in exchange for equity.)

On the leading edge of this trend stateside is Green Sense Farms, an Indiana-based indoor farming startup which raised more than $600,000 on the equity crowdfunding site StartEngine. And last year, San Francisco startup Cruise Automation--which makes technology for self-driving cars--sold to General Motors for more than $1 billion, having raised some money via AngelList.”

As of the closing on December 31st, and after reconciling the final accounting, the Company raised more than $628,000 through 380 investors and ranked 7th as most capital raised from a Title III offering in 2016.

Challenges

 

As a leader in the emerging indoor vertical farming market, Green Sense Farms encounters challenges daily including managing growth and assimilating new technology into our grow system.

 Green Sense Farms is restructuring the Company and will be forming a parent company with each expansion farm to be held in a separate LLC owned by the parent. Details of this restructuring will be forthcoming, and equity positions in Green Sense Farms, LLC will hold an equal initial ownership position in the to be formed parent company.

The Portage farm has evolved into both a working commercial farm and test center for growth trials of new cultivars, equipment and technology. As part of this restructure, the company has made changes to management which includes replacing the former CFO with Mr. Dave Kalet, CPA, MBA and chemist with over 15 years of experience at a multinational oil and gas company, who will now serve as CFO; and the Company replaced the previous grower with a seasoned farm manager/grower with 15 years of commercial greenhouse experience.

 There are no legal proceedings material to our business or financial condition pending and, to the best of our knowledge, there are no such legal proceedings contemplated or threatened.

The Company has secured the trademark of the Green Sense Farms/ “Watch Us Grow” logo and tag line. The Company does not currently have any plans to develop and protect any further intellectual properties.

To date we have turned each challenge into an opportunity and remain optimistic that we will continue to persevere and rise to future challenges.

 

Opportunities

 

We begin 2017 with cash in the bank, no anticipated or pending litigation or judgments, a pipeline full of prospective farm developments and a host of sales and market opportunities.

We continue to receive numerous inquiries from investors and prospective partners, clients and customers to build farms around the world.

Managers, Executive Officers and Significant Employees

Our manager and executive officers as of April 1, 2017, are as follows:

Name

Position

Dates of Service
Executive Officers:


Robert Colangelo
Founding Farmer, CEO, President
Since inception
Dave Kalet
CFO
April 1, 2017
Rob Schlyer
Secretary
March 17, 2015
Manager


Robert Colangelo
Sole Manager
Since inception

Our CEO works full-time for Green Sense Farms. There are no family relationships between the manager, executive officers or significant employees. During the past 5 years, none of the persons identified above has been convicted in a criminal proceeding, excluding traffic violations or other minor offenses. In addition to our officers and manager, we employ a full-time Farm Manager/Grower, Agricultural Engineer, and farmers and packers that are hourly employees.

Executive Officers

 

Robert Colangelo – Co-Founder, Manager, Chief Executive Officer and President

Robert Colangelo has served as the Company’s Manager, CEO and President since inception in 2012. Mr. Colangelo is an environmental entrepreneur, scientist and author with 25 years’ experience creating market based environmental companies. He is the founder of several leading for profit & nonprofit environmental organizations. Prior to his involvement with the Company he founded, and served as Executive Director of a nonprofit association for Fortune 100 industrial companies to meet, exchange ideas, and benchmark best management practices so executives could better manage large portfolios of surplus properties. Founding members included: Alcoa, BASF, Ford, ExxonMobil.

Dave Kalet – Chief Financial Officer

Dave Kalet, CPA, MBA, has over 25 years of combined technical, enviroenmtnal and finance experience. He began his career as a chemist with Union Carbide and moved ideas from the laboratory to production. He advanced to health and safety management and developed an appreciation for how a company’s processes and products are perceived to impact people and the environment. At BP he worked as an enviroenmtnal business manager decommissioning surplus properties, bounding enviroenmtnal liabilities and maximizing asset value. He became interested in finance and worked as a senior Financial analyst working on internal controls.

 

Robert Schlyer – Secretary/General Counsel

Mr. Schlyer has been involved with Green Sense Farms since formation, and serves as its Secretary, General Counsel and Manager of Investor Relations. Mr. Schlyer has worked with established and start-up companies for 20+ years providing legal and consulting service for international technology companies, real estate management companies, food service businesses, and within the medical technology space. His practice has focused on businesses with transformative ideas that positively impact society.

Mr. Schlyer is also co-founder of the North Shore Men’s Health Initiative, a charitable organization benefiting Northwestern University’s Feinberg School of Medicine cancer research department.

Compensation of Directors and Executive Officers

 

Mr. Colangelo earns an annual salary of $50,000 and is eligible to receive annual bonuses for his role as CEO, and Manager of the LLC. We do not anticipate compensating our executive officers or manager(s) for attendance at meetings. We reimburse our officers and managers for reasonable expenses incurred while in their performance of their obligations. We have no long-term incentive plans.

The Company has formed a high profile, volunteer, Advisory Board, that actively consults with the Manager regarding expansion and development decisions.

Principal Security Holders

 

Name of Holder
Nu Number of Common Units Held
% of Voting Power 
Robert Colangelo

450,000 Common Units

79.2%

Carl Wenz

68,180 Common Units

11.9%

 

Related Party Transactions

 

Green Sense Farms has not entered any related party transactions. Should we enter into an affiliated transaction in the future, it will be made or entered into on terms that are no less favorable to us than those that can to a member of the family of the purchaser or the equivalent, to a trust controlled by the purchaser, to a trust created for the benefit of a member of the family of the purchaser or the equivalent, or about the death or divorce of the purchaser or other similar circumstance.

Discussion and Analysis of Financial Conditions and Results of Operations.

Revenue for 2016 was impacted by two issues: The China investment group is reevaluating the current Shenzhen Farm management team to operate the farm before investing in expansion farms. This reduced the amount of expected licensing revenue; and sales from the Portage farm were short of projections because it took longer to install, test and operate updated HVAC and fertigation equipment impacting produce quality and supply. The new equipment is now operational and will add efficiency and consistency to future production at the Portage farm. Expenses were reduced commensurate with income.

 

 Green Sense Farms, LLC Profit and Loss

January - December 2016

Total Income 442,277.25

Cost of Goods Sold 120,558.03

Gross Profit 321,719.22

 
Operating Expenses
843,396.91
Operating Income
(521,677.69)
Total Other Expenses

248,404.16



Net Loss before Income Taxes

(770,081.85)

Income Tax Benefit

169,400.00

Net Loss

(600,681.85)

Green Sense Farms, LLC Balance Sheet

As of December 31, 2016

ASSETS

 Total Current Assets

423,709.21

Total Fixed Assets

1,693,140.72

Total Other Assets

643,321.00

TOTAL ASSETS

2,760,170.93

LIABILITIES AND EQUITY

 Total Liabilities

1,441,198.29

Total Equity

1,318,972.64

 TOTAL LIABILITIES AND EQUITY

2,760,170.93

 

 

Sustainability

 

Sustainability is key to Green Sense Farms’ operations; we understand that conserving resources is good for the environment and for the bottom line. We regularly have education and outreach events to teach consumers about the benefits of sustainably grown produce. We hold regular Farm to Table dinners with regional chefs who feature our greens in every course, and donate a portion of the proceeds to local charities. We developed the Art of Sustainability course with Indiana University South Bend, which culminates with the creation of a 32-foot mural each year that is displayed permanently at a Green Sense Farms’ location. Our goal is to have zero net energy use, recycle all water and produce zero waste. We are constantly researching technologies and equipment that can help us minimize the farm footprint while sustainably feeding the world the best leafy greens and herbs.

Green Sense Radio Show, hosted by Founding Farmer, Robert Colangelo, is heard in syndication nationwide on 37 stations coast to coast and available through podcasts. The radio show plays an important role in our education and outreach as well as our marketing strategy.

Thank you, again, for being part of this journey.

Sincerely,

 Robert Colangelo 

 Founding Farmer/CEO 

Our Opportunity Closes With 2016!

6 months ago

Dear Investors, 

Thank you for supporting Green Sense Farms and for being among the first to invest in our Online Public Offering.  Green Sense Farms is a leader in the emerging indoor vertical farming industry.  Our technology can solve the challenges created by a growing global population and a changing climate.

 Our offering will close on December 31st.  There are only 2 days left to get the word out so others can get in on the ground floor of Green Sense Farms. Please pass this along to anyone you think would be interested in investing! 

 On behalf of the Green Sense Farms team, we wish you a Happy New Year!

Regards,
Robert Colangelo, CEO Carl Wenz, CFO

Green Sense Farms, LLC

Closing #3

7 months ago

After 5 business days, we will be conducting our third closing!


Green Sense Farms, LLC has more than successfully reached our minimum funding goal and we're continuing to accept investments. Per our offering terms and because our equity crowdfunding campaign has now exceeded the minimum funding goal by almost 400%, we will be conducting the 3rd closing next week. Once closed we can deploy these funds and start implementing our ambitious growth plans. Shortly, you will also receive an official announcement from StartEngine about the closing.  

If you do not receive an email from the StartEngine team than you are not affected by this notice. This applies only to the investors that have not previously had their investment(s) disbursed.


The equity crowdfunding path has been an outstanding journey for our management team, stakeholders and avid supporters. There is limited time left until the campaign officially ends, and we encourage you to promote the offering to your network.

Equity crowdfunding is all about building a community of passionate individuals around a single vision. We thank you for your continued support.


Regards,
Robert Colangelo, CEO Carl Wenz, CFO

Green Sense Farms, LLC

Offering Deadline Extended

7 months ago

Dear Investors,

Greetings friends and investors.   As of today, our Online Public Offering (OPO) has raised almost $490,000.  Thank you for your confidence.

We have an important announcement: We are extending our offering deadline to December 31st. We have received notification from several media outlets that they are considering stories on Green Sense Farms.  We feel that over the last several weeks the media was focused on our national elections.  With that behind us, we are hopeful that broader media coverage will resume and that we can attract more investors to our exciting opportunity.

What this means for our current investors:

Because we are adjusting our deadline, investors whose funds have not yet been cleared must reconfirm their investment before Monday, November 28th, 2016. If investors do not reconfirm before the deadline, their investment will be canceled and the withdrawn funds will be refunded.

How to reconfirm your investment:

Each investor who needs to reconfirm their investment will receive an email shortly from StartEngine with a secure link allowing investors to re-confirm their investment. You simply need to type your name, Green Sense Farms as the company, and click the “Sign” button at the very bottom of the webpage.

If you do not receive an email, your investment is all set and you do not need to reconfirm your investment.

If you have any questions about the process or any trouble reconfirming your investment, please reach out to contact@startengine.com or call 800-317-2200 between the hours of 9:00am - 5:00pm Monday through Friday PST.

Thank you for your support and helping to make a “green dream” come true.

Respectively yours,

Robert Colangelo, CEO           

Carl Wenz, CFO  

Rob Schlyer, Manager, Investor Relations

Offering Deadline Extended

8 months ago

Dear Investors,

Family, colleagues, old friends and new friends, welcome to the Green Sense Farms’ family.   As of today, our Online Public Offering (OPO) has raised in excess of $480,000, all because of you.

On behalf of the Green Sense Farms team, thank you! Your investment was a vote of confidence in our company and we’re most appreciative of your commitment to our vision.  This money will be spent on R&D, Portage farm operations and for launching future farms at points of consumption and distribution.

For the past few months, we have been focusing our attention on R&D and farm expansion.  Our pipeline is fluid and currently we’re in negotiations with national and regional grocery store chains to put farms at their perishable food distribution centers that serve hundreds of stores, with the Army to put a farm behind the secured fence line of a military installation, with universities to expand our “Earn to Learn” training center/working commercial farm program, with corporations and food processing facilities to build farms at their campuses. In addition, we will be meeting in December, with our Chinese partners to formulate expansion plans in country.

We have an important announcement: We are extending our offering deadline to November 20, 2016. We have received notification from several media outlets that they are considering stories on Green Sense Farms and we wanted to keep the campaign active during this time to allow for additional investors to evaluate the positive publicity these reports will generate.

What this means for our current investors:

Because we are adjusting our deadline, investors whose funds have not yet been cleared must reconfirm their investment before next Friday (November 4th, 2016). If investors do not reconfirm before the deadline, their investment will be canceled and the withdrawn funds will be refunded.

How to reconfirm your investment:

Each investor who needs to reconfirm their investment will receive an email shortly from StartEngine with a secure link allowing investors to re-confirm their investment. You simply need to enter your name, the company, and click the “Sign” button at the very bottom of the webpage.

If you do not receive an email, your investment is all set and you do not need to reconfirm your investment.

If you have any questions about the process or any trouble reconfirming your investment, please reach out to contact@startengine.com or call 800-317-2200 between the hours of 9:00am - 5:00pm Monday through Friday PST.

Thank you for your support and helping to make a “green dream” come true.

Respectively yours,

Robert Colangelo, CEO           

Carl Wenz, CFO  

Rob Schlyer, Manager, Investor Relations

Operating Agreement

8 months ago

Hello Green Sense investors! Please take a few moments to review our operating agreement which is available for review on our campaign page under "Finances and Risks".

Closing #2

8 months ago

After 5 business days, we will be conducting our second closing!


Green Sense Farms, LLC has more than successfully reached our minimum funding goal and we're continuing to accept investments. Per our offering terms and because our equity crowdfunding campaign has now exceeded the minimum funding goal by almost 300%, we will be conducting the 2nd closing this week. Once closed we can deploy these funds and start implementing our ambitious growth plans. Shortly, you will also receive an official announcement from StartEngine about the closing.


The equity crowdfunding path has been an outstanding journey for our management team, stakeholders and avid supporters. There is limited time left until the campaign officially ends, and we encourage you to promote the offering to your network.

Equity crowdfunding is all about building a community of passionate individuals around a single vision. We thank you for your continued support.


Regards,
Robert Colangelo, CEO Carl Wenz, CFO

Green Sense Farms, LLC

1st Closing

9 months ago

After 5 business days, we will be conducting our first closing!


Green Sense Farms, LLC has more than successfully reached our minimum funding goal and we're continuing to accept investments. Per our offering terms and because our equity crowdfunding campaign has now exceeded the minimum funding goal by over 180%, we will be conducting the 1st closing this week. Once closed we can deploy these funds and start implementing our ambitious growth plans. Shortly, you will also receive an official announcement from StartEngine about the closing.


The equity crowdfunding path has been an outstanding journey for our management team, stakeholders and avid supporters. There is limited time left until the campaign officially ends, and we encourage you to promote the offering to your network.

Equity crowdfunding is all about building a community of passionate individuals around a single vision. We thank you for your continued support.

Regards,
Robert Colangelo, CEO Carl Wenz, CFO

Green Sense Farms, LLC

What is equity crowdfunding?

9 months ago

Some of you have likely talked to family and friends about this campaign and have heard them ask, “What is equity crowdfunding?”

Tell them this: Equity crowdfunding is a unique opportunity to get in on the ground floor of a company. It used to be that only wealthy people could invest in companies and get big payouts when they did well, but now everyone can.

With rewards-based crowdfunding (like you see on Indiegogo and Kickstarter), backers get a reward, usually the product being created. With equity crowdfunding (like all the companies you see on StartEngine), backers get a piece of the company.

As a backer, you understand this. But The JOBS Act, which brought about equity crowdfunding, was just signed into law in 2012, so many people are still unaware that they can participate in this kind of investment.

Therefore, part of every campaign is education. For us, that means explaining equity crowdfunding along with vertical farming and its benefits. We appreciate not only your investment, but also your willingness to help your networks understand what we’re doing here.

So please, share this campaign today. Use the copy above for emails, or the copy below for social media:

Twitter:

With #equitycrowdfunding you can own a piece of @GreenSenseFarms and play a part in the future of #farming! http://bit.ly/GSFcrowd

Facebook:

Think you can’t be an investor? You can with equity crowdfunding. Help transform farming by investing in Green Sense Farms, the nation’s largest indoor, vertical farm. http://bit.ly/GSFcrowd

Thank you!

Win a private tour of our farm in Portage, Indiana

9 months ago

Thank you for your continued support! Help us reach our next milestone of $500,000 by sharing our campaign with your family, friends and colleagues.

 To make that easy, we’ve created a contest. Enter for a chance to win a private tour of our Portage, Indiana Farm + dinner for two at Bistro 54 (a local Farm to Table restaurant featuring Green Sense Farms produce) with founding farmers Robert Colangelo and Carl Wenz + $1,000 in travel vouchers for your trip. There are many ways to enter, and all will help spread the word about what Green Sense Farms is doing to transform farming and sustainably feed the world. 

Enter today!

Also check out some of our recent press:


100 Investors!

9 months ago

We just received our 100th investor! Thank you for your support. Please continue to share our campaign with friends and family as we make our way towards our $1,000,000 goal!

106% in 24 hours and still going..

9 months ago

We're humbled and excited by the initial support of our campaign! We reached 106% of our equity crowdfunding reserve in 24 hours, but need your help to reach our $1M goal under the Title III allowance. 

We thank everyone for their support and ask you to share the investment opportunity with your network to continue the momentum.

Help us change the world by transforming farming and produce distribution. Thanks for your support.

Comments ({{profileCtrl.comments.length}} total)