Quarterly Report (10-q)

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark One)
☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the period ended June 30, 2022
☐		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from         to        

 

Commission File No. 000-51068

 

VETANOVA INC.

(Exact name of registrant as specified in its charter)

 

Nevada		85-1736272
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

 

335 A Josephine St. Denver CO		80206
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number [phone]

 

N/A

 

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Act:

 

☐ Large Accelerated Filer	☐ Accelerated Filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☒ Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

As of August 5, 2022, there were 466,971,489 outstanding shares of the registrant’s common stock.

 

 

 

 

PART I – FINANCIAL INFORMATION

 

Item 1. Interim Condensed and Consolidated Financial Statements

 

VETANOVA INC

 

Interim Condensed and Consolidated Financial Statements

For the Period Ended June 30, 2022

 

Balance Sheets as of June 30, 2022 (unaudited) and December 31, 2021 (derived from audit)	3
Statements of Operations for the Six Months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	4
Statements of Cash Flows for the Six Months ended June 30, 2022 (unaudited) and June 30, 2021 (unaudited)	5
Statements of Changes in Stockholders’ Equity for the Six Months ended June 30, 2022 and June 30, 2021 (unaudited)	6
Notes to the Unaudited Financial Statements	7

 

2

 

 

VETANOVA INC

Condensed and Consolidated Balance Sheets

 

		As of
		June 30, 2022 (unaudited)				Dec 31, 2021 (derived from audit)
ASSETS
Current Assets
Cash and cash equivalents		$	264			$	108,951
Investors receivables			46,803				-
Advances to VitaNova Partners – related party			26,792				-
Prepaid expenses			-				-
Total Current Assets			73,859				108,951
Long Term Assets
Greenhouse			3,410,000				3,410,000
Land			90,000				90,000
Total Long Term Assets			3,500,000				3,500,000
TOTAL ASSETS		$	3,573,859			$	3,608,951
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$	38,090			$	37,630
Interest payable			62,874				7,809
Common shares payable			1,000				-
Advances from Officers			10,817				-
Payment due to related parties for land and greenhouse acquisition			1,998,945				2,051,075
Bridge note payable (net of discount)			392,986				219,292
Bridge note payable to related party (net of discount)			149,254				94,519
Total Current Liabilities			2,653,966				2,410,325
TOTAL LIABILITIES			2,653,966				2,410,325
Commitments & Contingencies (Note 4)
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 466,971,489 shares issued and outstanding at June 30, 2022, and 426,100,053 shares issued and outstanding at December 31, 2021			95,922				91,835
VitaNova Solar Partners, LLC 71,774,011 common units outstanding and 7,379,305 preferred units outstanding, 100,000,000 preferred and 100,000,000 common units authorized			604,252				604,252
Additional paid-in capital			22,474,618				20,435,134
Accumulated (deficit)			(22,647,291	)			(20,289,120	)
Total VETANOVA INC Equity			565,223				842,101
Non-controlling interest in a subsidiary			354,670				356,525
TOTAL STOCKHOLDERS’ EQUITY			919,893				1,198,626
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY		$	3,573,859			$	3,608,951

 

The accompanying notes to condensed financial statements are an integral part of these statements.

 

3

 

 

VETANOVA INC

Condensed and Consolidated Statements of Operations

(Unaudited)

 

		Three Months ended June 30,								Six Months ended June 30,
		2022				2021				2022				2021
Revenue		$	-			$	-			$	-			$	-
Direct cost of revenue			-				-				-				-
Gross Margin			-				-				-				-
Operating Expenses
General and administrative			2,144,050				232,395				2,251,355				425,199
Depreciation and amortization			-				-				-				-
Total Operating Expenses			2,144,050				232,395				2,251,355				425,199
Profit (Loss) from Operations			(2,144,050	)			(232,395	)			(2,251,355	)			(425,199	)
Other Income (Expense)
Interest expense			(21,947	)			-				(70,950	)			-
Total Other Income (Expense)			(21,947	)			-				(70,950	)			-
Minority Share of Loss			1,855				21,021				1,855				21,021
Net Profit (Loss) Before Taxes			(2,164,142	)			(211,374	)			(2,320,450	)			(404,178	)
Income Tax (Provision) Benefit			-				-				-				-
Net Profit (Loss)		$	(2,164,142	)		$	(211,374	)		$	(2,320,450	)		$	(404,178	)
(Loss) per Common Share - Basic		$	(0.01	)		$	-			$	(0.01	)		$	-
(Loss) per Common Share - Dilutive		$	(0.01	)		$	-			$	(0.01	)		$	-
Weighted Average Shares Outstanding:
Basic			429,244,010				214,308,836				427,672,031				202,025,049
Dilutive			429,244,010				214,308,836				427,672,031				202,025,049

 

The accompanying notes to condensed financial statements are an integral part of these statements.

 

4

 

 

VETANOVA INC

Condensed and Consolidated Statements of Cash Flows

(Unaudited)

 

		Six Months Ended June 30,
		2022				2021
Cash Flows from Operating Activities:
Net Loss		$	(2,322,305	)		$	(425,109	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Amortization of debt discount			62,687				-
VSP common units issued for services			-				2,756
Stock returned that was issued for services			2,043,572				(233	)
Net change in operating assets and liabilities:
(Increase) in receivables			(73,595	)			-
Decrease (Increase) in related party receivable			-				(123,421	)
Decrease in prepaid expenses			-				13,401
Increase (Decrease) in accounts payable and accrued expenses			55,525				(2,016	)
Net Cash Used in Operating Activities			(234,117	)			(534,622	)
Cash Flows from Investing Activities
Purchase of VSP LLC units			-				(4,420	)
Net Cash Used in Investing Activities			-				(4,420	)
Cash Flows from Financing Activities
Reg A+ offering			1,000				-
Advances from related parties			10,817				-
Sale of VETANOVA units			-				205,036
Sale of VSP LLC units			-				917,650
Payments on Notes			(52,130	)			-
Sale of convertible debt			165,743				-
Cash Flows from Financing Activities			125,430				1,122,686
Net Change in Cash & Cash Equivalents			(108,687	)			583,644
Beginning Cash & Cash Equivalents			108,951				-
Ending Cash & Cash Equivalents		$	264			$	583,644

 

Non-cash transactions
		For the six months ended June 30,
		2022				2021
Non-controlling interest share of loss		$	1,855			$	21,021

 

The accompanying notes to condensed financial statements are an integral part of these statements.

 

5

 

 

VETANOVA INC

Condensed and Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

 

		Common Stock								VetaNova Solar Partners				Additional Paid In				Accumulated				Noncontrolling interest				Stockholders’
		Shares (000s)				Amount				(VSP)				Capital				(Deficit)				in VSP				Equity
Balances, December 31, 2020			194,972			$	68,694			$	-			$	298,322			$	(314,028	)		$	-			$	52,988
2021 Activity:
Net (Loss)			-			$	-				-				-				(19,906,722	)			-				(19,906,722	)
Private placement - VTNA			115,961				11,624				-				193,412				-				-				205,036
VetaNova Solar Partners			-				-				604,252				-				(68,370	)			356,525				892,407
Return of stock issued for services			(2,333	)			(233	)			-				-				-				-				(233	)
Stock issued for services			22,500				2,250				-				4,102,900				-				-				4,105,150
Stock issued for asset purchases			95,000				9,500				-				15,840,500				-				-				15,850,000
Stock re-issued to VitaNova Partners			-				-				-				-				-				-				-
Balances, December 31, 2021			426,100			$	91,835			$	604,252			$	20,435,134			$	(20,289,120	)		$	356,525			$	1,198,626
June 30, 2022 Six Month Activity
Net (Loss)			-				-				-				-				(2,358,172	)			(1,855	)			(2,360,027	)
Shares issued for services			40,871				4,087				-				2,039,485				-				-				2,043,572
Balances, June 30, 2022			466,971			$	95,922			$	604,252			$	22,474,619			$	(22,647,292	)		$	354,670			$	919,893

 

The accompanying notes to condensed financial statements are an integral part of these statements.

 

6

 

 

VETANOVA INC

Notes to Condensed Financial Statements

For the Six Months Ended June 30, 2022 and June 30, 2021

 

Note 1 – Organization and Business

 

The Company is in its development stage and, depending on available financing, intends to build and operate solar-powered, carbon-negative greenhouses utilizing Artificial Intelligence assisted technologies to control the growing environment. The Company’s revenue is expected to come from growing farm-fresh fruits and vegetables to be sold to local markets.

The Company intends to produce farm-fresh fruits and vegetables for local delivery in historically productive agricultural regions with high solar indexes and close to large urban areas of the United States, such as the Front Range of Colorado and Central Valley of California.

In 2021 the Company acquired four contiguous parcels of land from a related party totaling 157 acres in Pueblo County Colorado.

 

	●	Parcel 1 - The Company issued 70,000,000 shares of its common stock and agreed to pay $1,842,105 by December 31, 2022, to GrowCo Partners 1, LLC for approximately 39 acres containing one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse. on the land. The shares were issued in book entry form on November 19, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid. Parcel 1 has. The completed greenhouse and warehouse have not been in operation since 2020.
	●	Parcel 2 - The Company issued 5,000,000 shares of its common stock and agreed to pay $131,579 by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of vacant land. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.
	●	Parcel 3 – The Company issued 5,000,000 shares of its common stock and agreed to pay $131,579 to GrowCo, Inc. by December 31, 2022, for 39 acres of vacant land. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.
	●	Parcel 4 - The Company issued 15,000,000 shares of its common stock and agreed to pay $394,737 by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of land with a partially completed greenhouse structure. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.

 

On the land in southern Colorado the Company plans to:

 

	●	retrofit the existing greenhouse and warehouse so that the equipment in the greenhouse and warehouse will run on solar power as opposed to utility provided electricity and propane. (Estimated cost: $9,500,000. Estimated time to complete: eight months) and build a solar system to power the greenhouse/warehouse (Estimated cost: $3,000,000)
	●	construct an additional 23 acres of. greenhouse and associated warehouse space (Estimated cost: $45,500,000. Estimated time to complete: 36 months), and build solar systems to power the greenhouse and warehouse facilities (Estimated cost: $6,500,000)

 

The Company has a direct or indirect interest in the three entities listed above.

 

The Company plans to finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and building solar systems through future offering of the Company’s securities, proceeds from the exercise of the Company’s warrants or borrowings from private lenders.

 

As of June 30, 2022, the Company did not have any agreements with any person to purchase any of the Company’s securities or lend any funds to the Company.

 

On August 4, 2021 the Company entered in an agreement with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 Products produced from all of the Company’s greenhouses in North America. For each sale, Mastronardi will be paid a low double digit percentage of the gross price received for the sale of the products grown at the Company’s greenhouses, plus all costs incurred in the sale and distribution of such products.

 

Mastronardi is a fourth-generation family owned company and the leading marketer and distributor in North America of tomatoes, peppers, cucumbers, berries and leafy greens. Mastronardi has an extensive and long-tenured retail network and is nationally recognized under the primary SUNSET® brand and other brands, including Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs®, and WOW™ berries.

 

On June 22, 2022, the Company began offering up to 300,000,000 Units at a price of $0.03⅓ per Unit, for a total of up to $10,000,000 in gross offering proceeds, assuming all Units offered are sold. Each Unit consists of one share of common stock, one Series III Warrant, and one Series IV Warrant. Each Series III Warrant allows the holder to purchase one share of our common stock at a price of $0.03⅓ per share. Each Series IV Warrant allows the holder to purchase one share of our common stock at a price of $0.05 per share. The Series III and Series IV Warrants will expire on December 31, 2024. The minimum investment for any investor is $1,000 unless such minimum is waived by the Company in its sole discretion and on a case-by-case basis. There is no minimum offering amount or escrow required as a condition to closing, and we may sell significantly fewer Units than those offered.

 

7

 

 

Note 2 – Summary of Significant Accounting Policies

 

Basis of Presentation

 

The unaudited interim consolidated financial statements, prepared using the accrual basis of accounting, included herein, have been presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

 

In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2021, and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates.

 

Consolidation

 

In January 2021, the Company formed VetaNova Solar Partners, LLC (“VSP”). VSP is authorized to issue 100,000,000 common and 100,000,000 preferred membership units. As of June 30, 2022, VSP had 71,744,011 common units and 7,379,305 preferred units outstanding, representing a total of 79,153,316 units outstanding. The Company owns 44,209,020 of common units of VSP, which represent approximately 55.85% of the outstanding common units of VSP. Additionally, both the Company and VSP share common management. As a result, VSP is consolidated with the Company’s financial statements.

 

Cash and cash equivalents

 

For purposes of reporting cash flows, the Company considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments.

 

Greenhouse and associated land

 

See Note 1 for information concerning land and greenhouse acquired by the Company.

 

The land and structures were acquired from a related party entity and therefore, the land and structure value were transferred at historical cost. Based on consideration paid, the Company recognized a loss of $5,818,537 from this acquisition, which was recognized in the fourth quarter of the year ended December 31, 2021.

 

After completing the above acquisitions, the Company commissioned an appraisal to be performed. This appraisal gave an “as-is” estimate of value at $3,500,000, which included the greenhouse and infrastructure and land. Therefore, the Company recognized an impairment of $3,673,568. Since the greenhouse is being renovated and not in operations, no depreciate has been taken.

 

8

 

 

Income Taxes

 

The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

 

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of its position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

Loss per Share

 

Basic loss per share is computed by dividing the loss attributed to the Company’s common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period.

 

As of June 30, 2022 and December 31, 2021, the Company’s outstanding warrants were excluded from the fully diluted weighted average number of shares outstanding since the warrants would be anti-dilutive.

 

Accounting for Equity Raise

 

The Company recently sold common stock and warrants. Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrants to determine if the warrants are a liability or an equity instrument.

 

The warrants in the offering qualify as equity. The warrants do not obligate the Company to repurchase its shares by transferring an asset. The warrants do not obligate the Company to settle the warrants by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuers stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants have been classified as equity.

 

The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair value order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares.

 

9

 

 

The following variables were used to calculate the warrant value:

 

	●	Annualized volatility of 865%
	●	Expected life in years of 1.02
	●	Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37%

 

The common share value was computed by evaluating each equity raise closing date to the Company’s market stock price to the price issue, which was $0.01/share.

 

Accounting for debt to equity conversions

 

During the year ended December 31, 2021 and the six months ended June 30, 2022, the Company sold bridge notes which mature on September 30, 2022. On or before the maturity date, the notes can be converted into shares of the Company’s stock at a conversion price of $0.033/share. During the six months ended June 30, 2022, the Company’s stock was priced at between $0.05 and $0.15/share.

 

ASU 2020-06 simplifies the accounting for convertible instruments. Therefore, the embedded conversion features no longer are separated from the debt with conversion features that are not required to be accounted for as derivatives under ASU 2020-06 or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and therefore will be accounted for as a single equity instrument measured at its historical cost.

 

The Company has elected to adopt this standard during the year ended December 31, 2021.

 

Note 3 – Payment due to related parties for land and structure purchases

 

On August 17, 2021, the Company acquired from a related party approximately 118 contiguous acres located near the Arkansas River in Avondale, Colorado, for 25,000,000 shares of the Company’s common stock, which were issued on October 6, 2021, and $657,895 in cash to be paid by December 31, 2022.

 

The issuance of the 25,000,000 common shares is valued at the Company’s public market traded closing price of $0.20/share on August 17, 2021, or $5,000,000.

 

On November 8, 2021, the Company acquired from a related party approximately 39 contiguous acres located next to the 118 acres purchased above and a greenhouse and warehouse, for 70,000,000 shares of the Company’s common stock, which were issued on October 6, 2021, and $1,842,105 in cash to be paid by December 31, 2022.

 

The issuance of the 25,000,000 common shares is valued at the Company’s public market traded closing price of $0.155/share on October 6, 2021, or $10,850,000.

 

During the quarter ended December 31, 2021, the Company has paid $448,925 toward cash amounts owing to the former owners of the land through the elimination of amounts owed from these parties to the Company.

 

Note 4 – Notes Payable and Advances

 

The following is a detail of the bridge notes payable:

 

		June 30, 2022												December 31, 2021
Note		Principle Balance				Accrued Interest				Discount				Principle Balance
Bridge Notes		$	472,575			$	43,059			$	101,218			$	235,000
Bridge Note - related party		$	217,459			$	19,814			$	46,576			$	100,000
Totals		$	690,034			$	62,874			$	147,794			$	335,000
Less: note discounts		$	147,794											$	21,189
Total current notes due		$	542,240											$	313,811

 

10

 

 

During the six months ended on June 30, 2022 and the quarter ended on December 31, 2021, the Company sold bridge notes that orginally matured on June 30, 2022. On April 30, 2022 and June 30, 2022 these notes were restructured and now have a maturity date of December 31, 2022.

 

On or before the maturity date, the notes can be converted into shares of the Company’s common stock at a conversion price of $0.05/share. During the time period of the Bridge Notes the Company’s stock was priced at between $0.05 to $0.15/share. There are no conversion contingencies. The holders of the bridge notes control the conversion rights.

 

The advances from Officers and related party consists of $10,817 that was advanced by the CEO of VitaNova Partners and VETANOVA This amount was added to the Bridge note payable to related party (net of discount).

 

Note 5 – Equity Transactions

 

During the six months ended June 30, 2022, there was one transaction – 40,871,436 shares were issued to an investor relations firm. During the three months ended June 30, 2022, there was a subscription received from the Reg A+ offering of $1,000. The corresponding equity for this subscription was not made as of June 30, 2022, therefore, a payable of common shares was recognized as a liability.

 

During the twelve months ended December 31, 2021 there were the following equity transactions:

 

	●	115,961,484 shares to outside investors;
	●	22,500,000 stock issued for services;
	●	95,000,000 stock issued for land and structure purchases, and
	●	2,333,333 shares returned from a prior issuance to a consultant for services rendered.

 

Note 6 – Related Party Transactions

 

As of September 30, 2021 VitaNova Partners owed the Company $480,578. During the three months ended December 31, 2021 this was paid in full as an offset to the amounts owed to GrowCo Partners 2, LLC, a related party, and accrued interest owed. During the three months ended June 30, 2022, VitaNova Partners advanced the Company $18,521.

 

During the three months ended June 30, 2022, the CEO of both VitaNova Partners and the Company advanced $10,817.

 

On July 15, 2020, the Company and VitaNova Partners entered into a consulting agreement whereby VitaNova would provide management services to the Company. VitaNova is paid $456,000 annually for its management services. Payments are made in 12 monthly instalments of $38,000. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021, contingent on the Company’s ability to pay this fee.

 

On August 17, 2021, the Company acquired from a related party approximately 118 contiguous acres located near the Arkansas River in Avondale, Colorado, for 25,000,000 shares of the Company’s common stock, which were issued on October 29, 2021, and $657,895 in cash to be paid by December 31, 2022.

 

On November 8, 2021, the Company acquired from a related party approximately 39 contiguous acres located next to the 118 acres purchased above and a greenhouse and warehouse, for 70,000,000 shares of the Company’s common stock, which were issued on October 6, 2021, and $1,842,105 in cash to be paid by December 31, 2022.

 

During the twelve months ended December 31, 2021 there were the following equity transactions involving related parties:

 

	●	17,621,538 VSP common units were issued to John McKowen, and
	●	95,000,000 shares of the Company’s common stock issued for land and greenhouse/warehouse purchase.

 

During the six months ended June 30, 2022 there were the following equity transactions involving related parties:

 

	●	VitaNova Partners invested $45,314 in the Company’s bridge note, and
	●	40,871,436 shares of the Company’s common stock issued for true up pricing to an investor relations firm.

 

Note 7 - Subsequent Events

 

None

 

11

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

 

Unless the context requires otherwise, references in this Form 10-Q to “we,” “our,” “us” and similar terms refer to VETANOVA INC.

 

Note about Forward-Looking Statements

 

This Form 10-Q contains forward-looking statements, such as statements relating to our financial condition, results of operations, plans, objectives, future performance and business operations. These statements relate to expectations concerning matters that are not historical facts. These forward-looking statements reflect our current views and expectations based largely upon the information currently available to us and are subject to inherent risks and uncertainties. Although we believe our expectations are based on reasonable assumptions, they are not guarantees of future performance and there are a number of important factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, including the risks described in Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2020. By making these forward-looking statements, we do not undertake to update them in any manner except as may be required by our disclosure obligations in filings we make with the Securities and Exchange Commission under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.

 

Overview

 

The Company is in its development stage and intends to build and operate solar-powered, carbon-negative greenhouses utilizing Artificial Intelligence assisted technologies to control the growing environment if the Company can obtain financing. The Company’s revenue is expected to come from growing farm-fresh fruits and vegetables to be sold to local markets.

 

The Company intends to produce farm-fresh fruits and vegetables for local delivery in historically productive agricultural regions with high solar indexes and close to large urban areas of the United States, such as the Front Range of Colorado and Central Valley of California.

 

In 2021 the Company acquired four contiguous parcels of land from a related party totaling 157 acres in Pueblo County Colorado.

 

	●	Parcel 1 - The Company issued 95,000,000 shares of its common stock and agreed to pay $2,368,421 by December 31, 2022, to GrowCo Partners 1, LLC for approximately 39 acres containing one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse. on the land. The shares were issued in book entry form on November 19, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid. The completed greenhouse and warehouse have not been in operation since 2020.
	●	Parcel 2 - The Company issued 5,000,000 shares of its common stock and agreed to pay $131, 579 by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of vacant land. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.

 

12

 

 

	●	Parcel 3 – The Company issued 5,000,000 shares of its common stock and agreed to pay $131, 579 to GrowCo, Inc. by December 31, 2022, for 39 acres of vacant land. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.
	●	Parcel 4 - The Company issued 15,000,000 shares of its common stock and agreed to pay $394,737 by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of land with a partially completed greenhouse structure. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.

 

On the land in southern Colorado the Company plans to:

 

	●	retrofit the existing greenhouse and warehouse so that the equipment in the greenhouse and warehouse will run on solar power as opposed to utility provided electricity and propane. (Estimated cost: $9,500,000. Estimated time to complete: eight months) and build a solar system to power the greenhouse/ warehouse (Estimated cost: $3,000,000)
	●	construct an additional 23 acres of greenhouse and associated warehouse space (Estimated cost: $45,500,000. Estimated time to complete: 36 months), and build solar systems to power the greenhouse and warehouse facilities (Estimated cost: $6,500,000)

 

The Company has a direct or indirect interest in the three entities listed above.

 

The Company plans to finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and acquiring solar systems through future offering of the Company’s securities, proceeds from the exercise of the Company’s warrants or borrowings from private lenders.

 

As of December 31, 2021 the Company did not have any agreements with any person to purchase any of the Company’s securities, or lend any funds to the Company.

 

On August 4, 2021 the Company entered in an agreement with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 Products produced from all of the Company’s greenhouses in North America. For each sale, Mastronardi will be paid a low double digit percentage of the gross price received for the sale of the products grown at the Company’s greenhouses, plus all costs incurred in the sale and distribution of such products.

 

Mastronardi is a fourth-generation family owned company and the leading marketer and distributor in North America of tomatoes, peppers, cucumbers, berries and leafy greens. Mastronardi has an extensive and long-tenured retail network and is nationally recognized under the primary SUNSET® brand and other brands, including Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs® and WOW™ berries.

 

On June 22, 2022, the Company began offering up to 300,000,000 Units at a price of $0.03⅓ per Unit, for a total of up to $10,000,000 in gross offering proceeds, assuming all Units offered are sold. Each Unit consists of one share of common stock, one Series III Warrant, and one Series IV Warrant. Each Series III Warrant allows the holder to purchase one share of our common stock at a price of $0.03⅓ per share. Each Series IV Warrant allows the holder to purchase one share of our common stock at a price of $0.05 per share. The Series III and Series IV Warrants will expire on December 31, 2024. The minimum investment for any investor is $1,000 unless such minimum is waived by the Company in its sole discretion and on a case-by-case basis. There is no minimum offering amount or escrow required as a condition to closing, and we may sell significantly fewer Units than those offered.

 

13

 

 

Results of Operations

 

For Three Months Ended June 30, 2022 and June 30, 2021

 

During the three months ended June 30, 2022, and June 30, 2021, there was no revenue nor direct cost of revenue.

 

During the three months ended June 30, 2022, the Company recognized $2,144,050 of general and administrative expenses, compared to $232,395 during the three months ended June 30, 2021. The increase of $1,911,655 was due to a charge of $2,043,572 for shares issued to an investor relations firm, partially offset by reducing operating expenses during its initial stage to conserve capital.

 

Interest expense was $21,947 for the three months ended June 30, 2022 compared to no interest expense during the three months ended June 30, 2021. Interest expense was due to the Company’s sale of bridge notes and amounts due from asset acquisition during the last three months of its year ended December 31, 2021 and the six months ended June 30, 2022.

 

The minority share of the Company’s consolidate loss was $1,885 for the three months ended June 30, 2022. There was a $21,021 minority share recognized for the three months ended June 30, 2021, from the consolidated subsidiary, VitaNova Solar Partners, LLC.

 

The above produced a net loss of $2,164,142 for the three months ended June 30, 2022 compared to a loss of $211,374 for the three months ended June 30, 2021.

 

For Six Months Ended June 30, 2022 and June 30, 2021

 

During the six months ended June 30, 2022, and June 30, 2021, there was no revenue nor direct cost of revenue.

 

During the six months ended June 30, 2022, the Company recognized $2,251,355 of general and administrative expenses, compared to $425,199 during the six months ended June 30, 2021. The increase of $2,033,939 was due to a charge of $2,043,572 for shares issued to an investor relations firm, partially offset by reducing operating expenses during its initial stage to conserve capital.

 

Interest expense was $70,950 for the six months ended June 30, 2022 compared to no interest expense during the six months ended June 30, 2021. Interest expense was due to the Company’s sale of bridge notes and amounts due from asset acquisition during the last three months of its year ended December 31, 2021 and the six months ended June 30, 2022.

 

The minority share of the Company’s consolidate loss was $1,885 for the six months ended June 30, 2022 compared to $21,021 for the six months ended June 30, 2021.

 

The above produced a net loss of $2,320,450 for the six months ended June 30, 2022 compared to a loss of $404,178 for the six months ended June 30, 2021.

 

Liquidity and Capital Resources

 

We have begun our operations relying on external investors. Since inception and through June 30, 2022, we have raised $2,612,566 in capital.

 

Our estimated capital requirements for the period ending December 31, 2022 are:

 

●	General and administrative expenses		$	625,000
●	Payments related to the purchase of land in southeastern Colorado (1)		$	2,500,000
●	Retrofit/expand existing greenhouses and warehouse (2)		$	9,500,000
●	Construction of solar system to power expanded greenhouse and warehouse		$	3,000,000

 

(1) See Footnote 3 of this report regarding payments we are required to make in connection with the purchase of these properties.

 

(2) Represents the costs to retrofit and expand an existing greenhouse and warehouse we acquired in southern Colorado.

 

14

 

 

The Company received preliminary approval from C-PACE, a Colorado specialized solar financing program developed by federal, state and county governments. The Company is in the process of developing the engineering necessary to complete the C-Pace financing application.

 

We believe with additional capital from third party investors we will have sufficient capital to meet our anticipated cash needs for at least the next twelve months.

 

To date we have only had limited revenue, which occurred the last six months of 2020 via a sublease of farming land. Therefore, presently operations are not sufficient to sustain our operations without the additional sources of capital. As of June 30, 2022, we had cash and cash equivalents of $264. We used $234,117 in cash in our operating activities during the six months ended June 30, 2022.

 

See Note 2 of the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for a discussion of our significant account policies.

 

Critical Accounting Policies

 

We have identified the policy below as critical to our business operations and the understanding of our results from operations.

 

Impairment Policy. At least once every year, management examines all of our assets for proper valuation and to determine if an impairment is necessary. In terms of real estate owned, this impairment examination also includes accumulated depreciation. Management examines market valuations and if an additional impairment is necessary, an impairment charge is recorded.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

We are exposed to the impact of interest rate changes and change in the market values of our real estate properties and water assets. Because we had no market risk sensitive instruments outstanding as of June 30, 2022, it was determined that there was no material market risk exposure to our consolidated financial position, results of operations, or cash flows as of such date. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

 

Item 4. Controls and Procedures

 

Our management, comprised of our chief executive officer (CEO), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on that evaluation, and taking the matters described below into account, the Company’s CEO has concluded that our disclosure controls and procedures over financial reporting were not effective during reporting period ended June 30, 2022.

 

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

 

Item 6. Exhibits

 

Exhibit No
31.1		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act

 

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

15

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	VETANOVA INC
Dated: August 12, 2022	By:	/s/ John McKowen
		John McKowen, Chief Executive and Financial Officer

 

16