Emanay
Capital Markets · Response to Diligence Request — Project Coffeepot
1221 Brickell Ave, Suite 900
Miami, FL 33131
legal@emanay.io · emanay.io
Document Reference
TFG-DDR-COFFEEPOT-001
Date
August 31, 2026
Prepared By
Alex Camus, Managing Director, Emanay Advisory
Status
Draft — Pre-LOI
Confidential

This document responds to the diligence questions a capital partner would reasonably ask before financing or structuring around a potential Tati Food Group acquisition of La Cafetera, Inc. ("Project Coffeepot"). We've organized it the way we'd want it organized if we were on the other side of this table: target overview first, then exactly what our own diligence has verified, then what it hasn't, then the debt and related-party findings that most affect financeability, then our honest recommendation on next steps. Nothing in this document should be read as a completed underwriting — no term sheet, valuation, or signed agreement exists between Tati Food Group and La Cafetera, Inc. as of this writing.

01 · Target Overview & Deal Status
Who La Cafetera Is, and Where This Deal Currently Stands
Question 1.1
What is the target entity, and who is the principal?

La Cafetera, Inc. is a Florida for-profit corporation, filed July 17, 2019 (Filing #P19000058682), registered at 245 West 51st Street, Hialeah, FL 33012. The founder and principal is John Fernandez. There is no institutional ownership; the company is family-operated, with informal support from the founder's mother (insurance/banking), a cousin (bookings), and a sister (social media coordination). We have confirmed this directly from the company's Articles of Incorporation.

Question 1.2
What does the business do, and what does it sell?

La Cafetera operates a fleet of 4 self-owned mobile espresso trailers ("cafeteras," all fully paid off, built one per year starting 2020), plus 1 additional franchised unit in Tampa — confirmed directly by the founder on an August 31, 2026 diligence call. Revenue runs across three channels: (1) hourly-rate corporate and private event service ($450/hr, 2-hour minimum), (2) festival and venue placements on a revenue-share basis (approximately 30% to the venue — confirmed active relationships include Insomniac-affiliated events and a stadium concessions payer, Volume Services), and (3) the single franchise unit sold to date (Tampa, ~2 months operating as of the initial conversation, at $60,000 upfront plus $2,000/month). The founder has also expressed interest in a bagged retail coffee line, currently blocked by lack of packaging capital rather than any supply constraint.

Question 1.3
What is actually agreed between Tati Food Group and the founder today?
Nothing binding. Two conversations have been held — an initial discovery meeting and a follow-up call — in which the founder expressed openness to positioning La Cafetera as a second brand under a Tati Food Group / "Food Group" umbrella, leveraging shared technology infrastructure. No valuation has been discussed, no term sheet exists, no legal structure has been chosen (equity roll-up, licensing/revenue-share, and services-for-equity have all been mentioned as possibilities, undecided), and no document of any kind has been signed by either party. This response should be read accordingly — as our own internal diligence work product, not a representation of a completed transaction.

02 · Financial Diligence — Revenue Verification
How We Verified Revenue Without a P&L
Question 2.1
The target has no accountant-prepared financial statements. How was revenue verified?

Correct — La Cafetera's own data room contains Profit & Loss, Balance Sheet, and Tax Return folders, and all three are currently empty. In their place, we pulled and reviewed Chase Business Complete Checking statements directly: full coverage for January–June 2026, plus partial-year coverage for 2022, 2024, and 2025 (several individual months remain missing and have not yet been requested). Two months — January and June 2026 — were reviewed at the full transaction-line level, not just summary totals, specifically so we could build a real, reconciled P&L rather than a category guess.

Question 2.2
What does the verified revenue trend show?

Gross deposit volume has grown meaningfully since 2022 but has plateaued since 2024 rather than continuing to climb:

2022 avg/mo
$19,628
9 of 12 months covered
2024 avg/mo
$33,829
MCA draws excluded · 10 of 12 mo.
2025 avg/mo
$38,769
MCA + related-party excl. · 9 of 12 mo.
2026 avg/mo
$40,426
MCA + related-party excl. · 6 of 12 mo.

Figure 2.2a — Adjusted monthly gross deposits, by year

Adjusted monthly gross deposits, by year $19,628 2022 $33,829 2024 $38,769 2025 $40,426 2026 YTD Excludes identified MCA draws and related-party deposits · partial-year coverage in every period shown
Question 2.3
Why do "adjusted" figures differ from raw gross deposits, and what exactly was excluded?

Two categories of inbound deposits were identified during the full-detail review that do not represent sales and were removed from the revenue base used above:

CategoryWhat we found
Merchant cash advance drawsInbound wires from Itria Ventures LLC (Jan & Jul 2024) and Funding Metrics LLC (Jun 2025, Feb 2026) — financing proceeds, not revenue. An earlier internal draft of this analysis inadvertently counted these as revenue; that has been corrected throughout this document and the supporting model.
Related-party-looking deposits"Cafecito & Co, LLC" and "Cuban Cafecito Co LLC" — $40,000 in June 2025 (two $20,000 "Book Transfer Credit" entries explicitly labeled "Half Deposit For LA Cafetera") and $15,000 in March 2026. Neither relationship has been mentioned by the founder in either conversation to date.

03 · Financial Diligence — Reconstructed P&L & Balance Sheet
What Full Line-Item Review of Two Months Actually Showed
Question 3.1
What does the reconstructed P&L show for the two months reviewed at full detail?

January and June 2026 were reconstructed line-by-line, not from summary categories, and reconcile to each statement's stated totals within ~1–2%:

LineJanuary 2026June 2026
Revenue (excl. related-party / MCA)$38,830$48,749
MCA debt service (Funding Metrics)$2,603 (22 debits × $118.34)$2,209 (4 debits × $552.23)
Sales tax remitted (FL DOR)$1,299$3,208 (3 separate payments)
Marketing/consulting (Think Line Consulting Corp)$1,500$3,350
Bookkeeping (Milagrito Accounting)$320$250
Identified business operating expenses (subtotal)$11,460$10,410
Named-individual Zelle payments (labor-looking, no vendor entity)$4,660$5,610
Explicit family/personal transfers$1,447$2,094
Personal credit card / consumer financing payments$2,509$925
Unexplained lump-sum "Other Withdrawals"None identified$9,363 (two unlabeled entries)
ATM cash + Apple Cash peer-to-peer transfers~$12,627~$13,000–13,500

Roughly half of each month's total outflows are informal Zelle payments to named individuals, family transfers, personal financing payments, unexplained lump sums, and cash/peer-to-peer activity. This is a bookkeeping and commingling problem, not a conclusion about intent — but it is the direct reason no clean, defensible P&L can be produced without the founder's own input on what each payment stream actually is.

Question 3.2
What does the reconstructed balance sheet show?

No balance sheet exists in the target's data room, so the following is what can be reconstructed from bank data alone — it should not be presented to a lender as a substitute for the founder's own accounting records.

LineWhat we know
Cash (most recent verified)$1,123.84 — Chase ending balance, June 30, 2026. Point-in-time only; month-end balances have run as low as $12.47 across the period reviewed, with negative daily lows in multiple months.
Fixed assets (fleet)Founder-confirmed (Aug 31, 2026 call): 4 owned trailers × $45,000–$47,000/unit build cost (all-in incl. licensing, excl. coffee machine/grinder/generator sourced separately) = ~$180,000–$188,000, all fully paid off. Plus 2 tow vehicles (2012 Dodge Ram 2500 diesel, 2014 Dodge Ram 1500) titled to the business, value not yet provided; 2 idle Casadillo espresso machines (~$4,000 new each); an unspecified number of grinders; and one ~$7,000 indoor "mini cafetera" unit. None of this is a depreciated book value or independently appraised.
Known debt — MCAItria Ventures LLC (2024) and Funding Metrics LLC (2025–2026), ~$106,275 in identified draws combined. Repayment structure shifted from ~22 daily debits of $118.34 to ~4 weekly debits of $552.23 between January and June 2026; total monthly debt service is roughly flat (~$2,200–$2,600/month) rather than dramatically higher — the change is in frequency/structure, not aggregate burden. Material finding: when asked directly about debt on the same Aug 31 call, the founder did not mention either MCA facility — he volunteered only ~$16,000 in small trade payables (a trailer-builder running tab of ~$11,000 and an old equipment balance of ~$5,000 owed to Crazy for Coffee LLC). This gap needs to be raised with him directly and by name.
Known debt — possible related-party"Cafecito & Co, LLC" / "Cuban Cafecito Co LLC" deposits may represent a related-party loan; treated as a contingent, undisclosed liability pending founder clarification.
EquityCannot be determined. La Cafetera, Inc. has 1,000 authorized shares per its Articles of Incorporation; shares actually issued and to whom has not been confirmed.

04 · Debt, Related-Party & Other Risk Findings
What Would Most Concern a Lender or Capital Partner
Question 4.1
What is the single highest-priority open item in this file?
The founder did not disclose his MCA debt when asked directly. On an August 31, 2026 diligence call, when asked plainly whether there was any other debt or loans, the founder volunteered only ~$16,000 in small trade payables (a trailer-builder running tab and an old equipment balance) — he did not mention Itria Ventures LLC or Funding Metrics LLC at all, despite ~$106,275 in identified draws and active repayment through June 2026. This needs to be raised with him directly and by name before proceeding further. Separately, two unlabeled "Other Withdrawals" totaling $9,363 in June 2026 ($8,000 on 6/1, $1,363 on 6/15) still carry no description of any kind in the bank statement and need a direct, specific answer.
Question 4.2
Is there existing debt that a lender would need to know about?

Yes, and per Question 4.1, more of it than the founder has disclosed so far. Beyond the MCA findings in Section 3.2: the repayment structure changed around the February 2026 draw — roughly 22 daily debits of $118.34 shifted to roughly 4 weekly debits of $552.23 — but total monthly debt service is roughly flat (~$2,200–$2,600/month) across both periods; this is a change in frequency and structure, not a large increase in aggregate burden, and we want to be precise about that distinction rather than overstate it. What we can't yet size is the outstanding principal, since recurring draws across three separate years (2024, 2025, 2026) is consistent with repeat renewal or stacking. MCA facilities are typically short-duration (6–18 months) and very high-cost (effective APRs frequently in the 40–150%+ range). Any SBA or conventional lender will require payoff or subordination of this facility before proceeding, and outstanding balances need to be confirmed directly with Itria Ventures LLC and Funding Metrics LLC before this deal can be sized accurately. Separately, the founder has confirmed ~$11,000 owed informally to his trailer builder (no interest, pay-as-you-go) and ~$5,000 owed to a prior equipment supplier, Crazy for Coffee LLC — both small, low-pressure, and not comparable in scale to the MCA exposure.

Question 4.3
Is there evidence of personal use of business funds?

Yes, confirmed directly from full transaction review, not inferred. Full-month detail for June 2026 shows restaurant, Uber Eats, and retail charges in Los Cabos, Mexico (with associated foreign-exchange adjustment fees) charged directly to the business debit card — consistent with an international vacation. This sits alongside recurring personal credit-card payments (Nordstrom, Capital One, Affirm buy-now-pay-later, an Elan-branded card) and family Zelle transfers (to "Mom," an uncle, and a "wife"). We want to be precise about what this is and is not: it is a real commingling pattern that complicates using this account's activity for lending or valuation purposes without adjustment. It is not, on the evidence currently available, an allegation of fraud.

What's genuinely reassuring in the same data: the founder does retain a bookkeeper (Milagrito Accounting) and a marketing/consulting vendor (Think Line Consulting Corp, paid consistently and at a growing rate), and Florida sales tax has been remitted regularly. This is a more credible underlying operation than "no records at all" would suggest — the gap is that none of this has been rolled up into actual financial statements yet.

05 · Financeability & Recommended Next Steps
Where This Stands, and What Has To Happen Before an LOI
Question 5.1
Could this be financed via an SBA 7(a) loan or similar?

An illustrative DSCR model (available in the supporting financial model, linked below) shows a modest loan could plausibly clear a common ~1.25× SBA benchmark at conservative margin assumptions on the adjusted revenue base above. We want to be explicit that this is a modeling exercise built on gross bank deposits with an assumed margin, not an underwriting result — no P&L, tax return, or balance sheet exists to underwrite against, and the existing MCA debt identified in Section 4.2 would need to be resolved (paid off or subordinated) before any lender would proceed regardless of what the DSCR model shows.

Question 5.2
What has to happen before Tati Food Group would consider this LOI-ready?
Question 5.3
What is the current deal stage?

Exploratory / pre-LOI. No valuation has been discussed, no exclusivity is in place, and no documents have been signed by either party.

We're glad to go deeper on any of this

Full Deal Memo (TFG-DM-COFFEEPOT-001) contains the complete section-by-section writeup, the interactive multi-year financial model, and the live SBA/lender DSCR calculator referenced throughout this response. The underlying data room (bank statements, corporate documents, legal, supplier and customer records) is available on request.

Happy to schedule a call to walk through any of the above, or to provide updated materials as the open items in Section 5.2 are resolved.