VetaNova Inc. - Quarter Report: 2021 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the transition period from                      to                  

Commission File No. 000-51068

VETANOVA INC

(Exact name of registrant as specified in its charter)

Registrant’s telephone number (303) 248-6883

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:

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:

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 November 12, 2021, there were 409,276,164 shares of the registrant’s Common Stock that were outstanding.

VETANOVA INC

QUARTELRY report on form 10-Q

QUARTER ended September 30, 2021

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed and Consolidated Financial Statements

VETANOVA INC

Interim Condensed and Consolidated Financial Statements

For the Period Ended September 30, 2021

VETANOVA INC

Condensed and Consolidated Balance Sheets

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

VETANOVA INC

Condensed and Consolidated Statements of Operations

(Unaudited)

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

VETANOVA INC

Condensed and Consolidated Statements of Cash Flows

(Unaudited)

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

VETANOVA INC

Condensed and Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

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

VETANOVA INC

Notes to Condensed Financial Statements

For the Three and Nine Months Ended September 30, 2021 and September 30, 2020

Note 1 – Organization and Business

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.

On August 4, 2021, the Company entered into an agreement with Mastronardi Produce Limited (Mastronardi), pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 fresh fruits and vegetables produced from all of the Company’s greenhouses that exist or may be built in North America.

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. The property is just minutes from I-25, which dissects Colorado from North to South, making possible daily deliveries of farm-fresh produce within hours of harvest.

On November 8, 2021, the Company acquired from a related party approximately 39 acres for 70,000,000 shares of the Company’s common stock, which have not been issued, and $1,842,105 in cash to be paid by December 31, 2022. The property is contiguous to the 118 acres the Company purchased on August 17, 2021, and together define the Avondale Complex. The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000 sq ft of warehouse. The property was purchased for 70,000,000 shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to be paid by December 31, 2022.

If the Company can obtain financing, it expects to retrofit the existing 90,000 sq ft greenhouse and 15,000 sq ft warehouse to operate exclusively with electric power provided by a to be constructed 2 MW solar array with batteries. The Avondale Complex retrofitted greenhouse and warehouse, when and if built, will grow tomatoes for marketing by Mastronardi. After operational trials of the retrofitted existing growing facilities, the Company expects to expand the Avondale Complex to 25 acres of growing facilities powered by a 25 MW solar field with batteries to produce various fruits and vegetables to be marketed by Mastronardi.

The existing greenhouse facility has 1,500 kVA conventional electrical service provided by the local electrical utility, which will be initially used for operations and later used as a mutual electrical grid back up after the Avondale Complex is retrofitted for solar power.

The estimated cost to install the solar system necessary to power the 90,000 sq ft existing greenhouse facility is $1,125,000 and will take six months to complete once construction commences. The estimated cost to convert the existing greenhouse from carbon-based equipment to electric-powered appliances and equipment is $750,000 and will take six months to complete once construction commences.

The Company plans to finance the cost of building the solar field and retrofitting the Avondale Project from private equity sources and loans from Colorado’s Commercial Property Assessed Clean Energy Program (C-PACE).

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, 2020 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 September 30, 2021, 71,744,011 common units and 7,379,305 preferred units were 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.

Due from related party – VitaNova Partners, LLC

The Company has advanced funds to a related party, VitaNova Partners, LLC for a total of $480,578 as of September 30, 2021 and $51,179 as of December 31, 2020. These advances are short term and due upon demand.

Land

On August 17, 2021, the Company acquired 118 contiguous acres located near the Arkansas River in Avondale, Colorado (Avondale Project) for 25,000,000 shares of the Company’s common stock, to be issued by December 31, 2021, and $657,895 in cash, to be paid by December 31, 2022. The Avondale Project is just minutes from I-25, which dissects Colorado from North to South, making possible daily deliveries of farm fresh produce within hours of harvest.

The land was acquired from a related party entity and therefore, the land value was transferred at historical cost. Based on consideration paid, the Company recognized a loss of $5,357,895 from the land acquisition.

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.

Net Income (Loss) per Share

Basic net (loss) per share is computed by dividing net income (loss) attributed to the Company’s common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted net income (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 December 31, 2020, and September 30, 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 in 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.

The following variables were used to calculate the warrant value:

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.

Note 3 – Payment due to related parties for land 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 29, 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. This is classified as a current liability since it is management’s intent to issue the shares within a 12 month period.

Note 4 – Equity Transactions

During the nine months ended September 30, 2021 there were the following equity transactions:

During the year ended December 31, 2020 there were the following equity transactions:

Note 5 – Commitments and Contingencies

The Company has committed to issue 25,000,000 common stock by December 31, 2022 and pay $657,895 for assets purchased on August 17, 2021.

Note 6 – Related Party Transactions

As of September 30, 2021 VitaNova Partners owed the Company $480,578.

On July 15, 2020, the Company and VitaNova 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 installments of $38,000. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

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. 

During the year ended December 31, 2020, there were the following equity transactions involving related parties:

During the nine months ended September 30, 2021 there were the following equity transactions involving related parties:

Note 7 – Subsequent Events

On October 29, 2021, the Company issued 25,000,000 shares to related parties as part of the consideration for its purchase of land.

On November 8, 2021, the Company acquired from a related party approximately 39 acres for 70,000,000 shares of the Company’s common stock, which have not been issued, and $1,842,105 in cash to be paid by December 31, 2022. The property is contiguous to the 118 acres the Company purchased on August 17, 2021, and together define the Avondale Complex. The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000 sq ft of warehouse. The property was purchased for 70,000,000 shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to be paid by December 31, 2022.

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 it 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.

On August 4, 2021, the Company entered into an agreement with Mastronardi Produce Limited (Mastronardi), pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 fresh fruits and vegetables produced from all of the Company’s greenhouses that exist or may be built in North America.

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. The property is just minutes from I-25, which dissects Colorado from North to South, making possible daily deliveries of farm-fresh produce within hours of harvest.

On November 8, 2021, the Company acquired from a related party approximately 39 acres for70,000,000 shares of the Company’s common stock, which have not been issued, and $1,842,105 in cash to be paid by December 31, 2022. The property is contiguous to the 118 acres the Company purchased on August 17, 2021, and together define the Avondale Complex. The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000 sq ft of warehouse. The property was purchased for 70,000,000 shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to be paid by December 31, 2022.

If the Company can obtain financing, it expects to retrofit the existing 90,000 sq ft greenhouse and 15,000 sq ft warehouse to operate exclusively with electric power provided by a to be constructed 2 MW solar array with batteries. The Avondale Complex retrofitted greenhouse and warehouse, when and if built, will grow tomatoes for marketing by Mastronardi. After operational trials of the retrofitted existing growing facilities, the Company expects to expand the Avondale Complex to 25 acres of growing facilities powered by a 25 MW solar field with batteries to produce various fruits and vegetables to be marketed by Mastronardi.

The existing greenhouse facility has 1,500 kVA conventional electrical service provided by the local electrical utility, which will be initially used for operations and later used as a mutual electrical grid back up after the Avondale Complex is retrofitted for solar power.

The estimated cost to install the solar system necessary to power the 90,000 sq ft existing greenhouse facility is $1,125,000 and will take six months to complete once construction commences. The estimated cost to convert the existing greenhouse from carbon-based equipment to electric-powered appliances and equipment is $750,000 and will take six months to complete once construction commences.

The Company plans to finance the cost of building the solar field and retrofitting the Avondale Project from private equity sources and loans from Colorado’s Commercial Property Assessed Clean Energy Program (C-PACE).

Results of Operations

For Three Months Ended September 30, 2021 and September 30, 2020

The Company did not begin operations until July, 2020. For the three months ended September 30, 2020, the Company recognized $7,875 through a sub-lease of land agreement with an associated direct cost of revenue of $7,875. During the three months ended September 30, 2020, the Company recognized $278,541 in general and administrative expenses, producing a loss of $22,021.

For the three months ended September 30, 2021, the Company had no revenues. During this period the Company recognized $278,584 in general and administrative expenses, $5,357,895 loss from land acquisitions, and $4,934 in interest expense. This produced a loss of $5,641,413, of which $52,695 was attributable to minority ownership; therefore, the Company’s shareholders recorded a $5,588,718 loss.

For Nine Months Ended September 30, 2021 and September 30, 2020

The Company did not begin operations until July, 2020. During the nine months ended September 30, 2020, the Company recognized $22,021in general and administrative expenses, producing a loss of $22,021.

For the nine months ended September 30, 2021, the Company had no revenues. During this period the Company recognized $651,509 in general and administrative expenses, $5,357,895 loss from land acquisitions and $4,934 in interest expense. This produced a loss of $6,014,338, of which $52,695 was attributable to minority ownership; therefore, the Company’s shareholders recorded a $5,961,643 loss.

Liquidity and Capital Resources

We have begun our operations relying on external investors. Since inception and through September 2021, we have raised $1,118,801 in capital.

See Note 1 to the financial statements included as part of this report for a discussion of our anticipated capital requirements and plans to fund our anticipated capital requirements.

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 September 30, 2021, we had cash and cash equivalents of $87,798. We used $1,066,427 in cash in our operating activities during the nine months ended September 30, 2021.

Critical Accounting Policies

We have identified the policies below as critical to our business operations and the understanding of our results from operations. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” where such policies affect our reported and expected financial results. For a detailed discussion of the application of these and other accounting policies, see Note 2 of the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q. Our preparation of such condensed consolidated financial statements and this Form 10-Q requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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 the accumulated depreciation. Management examines market valuations and if an additional impairment is necessary for lower of cost or market, then 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 March 31, 2021, 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, 2021. 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 September 30, 2021.

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings and management is not aware of any pending litigation against the Company.

Item 1A. Risk Factors

Refer to our 10-K/A, Item 1A. that was filed with the SEC on May 4, 2021. Our risk factors have not significantly changed since this filing.

Item 6. Exhibits

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.