Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2020 | |
Cover [Abstract] | |
Entity Registrant Name | VetaNova Inc. |
Entity Central Index Key | 0001280396 |
Document Type | 10-12G |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Current Assets | |||
Trust account funds | $ 131,543 | ||
Cash and cash equivalents | |||
Short term investments | |||
Receivables - Related Party | 17,412 | ||
Prepaid expenses | 134 | 734 | 734 |
Other current assets | |||
Total Current Assets | 149,089 | 734 | 734 |
Long Term Assets | |||
Property, equipment and software, net | |||
Intangible assets | |||
Other long term assets | |||
Total Long Term Assets | |||
TOTAL ASSETS | 149,089 | 734 | 734 |
Current Liabilities | |||
Accounts payable | 2,300 | 10,729 | 8,729 |
Accrued liabilities | |||
Current portion of notes payable | |||
Related party - VitaNova Partners LLC | 6,514 | 3,999 | |
Other current liabilities | |||
Total Current Liabilities | 2,300 | 17,243 | 12,728 |
Notes Payable, net of current portion | |||
Total Long-term Liabilities | |||
TOTAL LIABILITIES | 2,300 | 17,243 | 12,728 |
Commitments & Contingencies (Notes 4,6 ) | |||
Stockholders' Equity | |||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 16,795,474 shares issued and outstanding as of September 30, 2020, 626,989 shares issued and outstanding at December 31, 2019 and December 31, 2018 | 50,877 | 49,260 | 49,260 |
Additional paid-in capital | 125,452 | (49,260) | (49,260) |
Accumulated (deficit) | (29,540) | (16,509) | (11,994) |
TOTAL STOCKHOLDERS' EQUITY | 146,789 | (16,509) | (11,994) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 146,089 | $ 734 | $ 734 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, shares issued | 16,795,474 | 626,989 | 626,989 |
Common stock, shares outstanding | 16,795,474 | 626,989 | 626,989 |
Condensed Statement of Operatio
Condensed Statement of Operations - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | ||||
Revenue | $ 7,875 | |||
Direct cost of revenue | ||||
Gross Margin | 7,875 | |||
Operating Expenses | ||||
General and administrative | 20,906 | 5,115 | 4,515 | 7,194 |
Depreciation and amortization | ||||
Research and development | ||||
Total Operating Expenses | 20,906 | 5,115 | 4,515 | 7,194 |
Profit (Loss) from Operations | (13,031) | (5,115) | (4,515) | (7,194) |
Other Income (Expense) | ||||
Interest | ||||
Other | ||||
Total Other Income (Expense) | ||||
Net Profit (Loss) Before Taxes | (13,031) | (5,115) | (4,515) | (7,194) |
Income Tax (Provision) Benefit | ||||
Net Profit (Loss) | $ (13,031) | $ (5,115) | $ (4,515) | $ (7,194) |
(Loss) per Common Share - Basic | $ (0.02) | $ (0.01) | $ 0 | $ 0 |
(Loss) per Common Share - Dilutive | $ (0.02) | $ (0.01) | $ 0 | $ 0 |
Weighted Average Shares Outstanding: | ||||
Basic | 724,943 | 626,989 | 626,989 | 239,195,803 |
Dilutive | 724,943 | 626,989 | 626,989 | 239,195,803 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||||
Net Loss | $ (13,031) | $ (5,115) | $ (4,515) | $ (7,194) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||
Depreciation & amortization | ||||
Other | ||||
Net change in operating assets and liabilities: | ||||
(Increase) Decrease in prepaid expenses | 600 | (734) | ||
Increase in related party receivable | (17,412) | |||
(Decrease) Increase in related party payable | (6,514) | 3,715 | 2,515 | 3,999 |
Increase in accounts payable | (8,429) | 1,400 | 2,000 | 3,929 |
Net Cash Used in Operating Activities | (44,786) | |||
Cash Flows from Investing Activities | ||||
Cash Flows from Financing Activities | ||||
Sale of VETANOVA Units | 161,685 | |||
Issuance of warrants | 14,644 | |||
Net Cash Provided from Financing Activities | 176,329 | |||
Net Change in Cash & Cash Equivalents | 131,543 | |||
Beginning Cash & Cash Equivalents | ||||
Ending Cash & Cash Equivalents | $ 131,543 |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated (Deficit) [Member] | Total |
Balance at Dec. 31, 2017 | $ 49,260 | $ (49,260) | $ (4,800) | $ (4,800) |
Balance, shares at Dec. 31, 2017 | 492,598,000 | |||
Net (Loss) | (7,194) | (7,194) | ||
Reverse Split | (491,971,000) | |||
Balance at Dec. 31, 2018 | $ 49,260 | (49,260) | (11,994) | (11,994) |
Balance, shares at Dec. 31, 2018 | 627,000 | |||
Net (Loss) | (4,515) | (4,515) | ||
Balance at Dec. 31, 2019 | $ 49,260 | (49,260) | (16,509) | (16,509) |
Balance, shares at Dec. 31, 2019 | 627,000 | |||
Net (Loss) | (13,031) | (13,031) | ||
Warrants issued | 14,644 | 14,644 | ||
Private placement | $ 1,617 | 160,068 | 161,685 | |
Private placement, shares | 16,168,000 | |||
Balance at Sep. 30, 2020 | $ 50,877 | $ 125,452 | $ (29,540) | $ 146,789 |
Balance, shares at Sep. 30, 2020 | 16,795,000 |
Organization and Business
Organization and Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Organization and Business | Note 1 – Organization and Business VETANOVA INC (“the Company”) was incorporated in the State of Delaware on May 31, 2000 under the name of Yukon Gold Corporation, Inc. The Company became publicly traded on December 9, 2004. On December 21, 2010 the Company was reincorporated in the State of Nevada and on July 31, 2011, the Company identified itself as a shell company on OTC Markets. The Company terminated SEC reporting requirements on September 14, 2011. On June 27, 2018, the Company conducted a 1,000 for 1 reverse split whereby 492,598,351 common shares became 626,789 shares outstanding with 501 shareholders. On July 5, 2018, John McKowen (“McKowen”), purchased a control block of 440,000 common shares of the Company and appointed himself as the sole board member and Chief Executive Officer of the Company. In 2020, McKowen began restructuring the Company such that the Company would be majority owned by the members of VitaNova Partners, LLC (“VitaNova”) and become an SEC fully reporting company whose shares will initially be traded on the OTC Markets Pink Sheets, symbol VTNA. The name of the Company was formally changed on June 22, 2018 to VETANOVA INC. The Company is currently conducting a private placement and has raised $351,092 by issuing 35,109,200 common shares along with 35,109,200 2-year warrants exercisable at $0.20 per share. For the nine months ended September 30, 2020, the Company closed on $161,685 of new capital, which 16,168,485 shares were issued as of October 23, 2020 along with 16,168,465 warrants to purchase one share of the Company’s common stock at $0.20/share, on or before, September 30, 2022. VitaNova and Mr. McKowen are considered affiliates and Control Entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have common board members, McKowen and Louise Lowe. Louise Lowe is McKowen’s sister and has worked as McKowen’s assistant for over five years. McKowen is the CEO of both companies. The Company expects Louise Lowe to resign and independent directors elected after the completion of the Company’s current private placement and the purchase of Directors and Officers insurance. The Company is focused on identifying and purchasing or leasing distressed real estate assets, which can be rehabilitated, refurbished and upgraded and leased or subleased to tenants at an improved rental rate. As part of the upgrading of the distressed assets, the Company intends to apply for government financing programs that are available, such as programs for renewable energy, rural economic development and water conservation. The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. At present, we are focused on the Colorado market. Our principal business objective is to maximize shareholder value through cash flows from increased rents and potential long-term appreciation of the value of our properties. Our primary strategy to achieve our business objective is to acquire and own a portfolio of properties. | Note 1 – Organization and Business VETANOVA INC (“the Company”) was incorporated in the State of Delaware on May 31, 2000 under the name of Yukon Gold Corporation, Inc. The Company became publicly traded on December 9, 2004. On December 21, 2010 the Company was reincorporated in the State of Nevada and on July 31, 2011, the Company identified itself as a shell company on OTC Markets. The Company terminated SEC reporting requirements on September 14, 2011. On June 27, 2018, the Company conducted a 1,000 for 1 reverse split whereby 492,598,351 common shares became 626,789 shares outstanding with 501 shareholders. On July 5, 2018, John McKowen (“McKowen”), purchased a control block of 440,000 common shares of the Company and appointed himself as the sole board member and Chief Executive Officer of the Company. In 2020, McKowen began restructuring the Company such that the Company would be majority owned by the members of VitaNova Partners, LLC (“VitaNova”) and become an SEC fully reporting company whose shares will initially be traded on the OTC Markets Pink Sheets, symbol VTNA. The name of the Company was formally changed on June 22, 2018 to VETANOVA INC. As part of the restructuring, the Company issued 56,052,837 to VitaNova and 29,369,230 to McKowen, which is proportional to McKowen’s ownership of VitaNova. McKowen was also issued 58,738,460 shares that are subject to repurchase by VetaNova for a price of $0.0001 per share, if certain performance metrics are not satisfied. The Company is currently conducting a private placement and has raised $351,092 by issuing 35,109,200 common shares along with 35,109,200 2-year warrants exercisable at $0.20 per share. VitaNova and Mr. McKowen are considered affiliates and Control Entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have common board members, McKowen and Louise Lowe. Louise Lowe is McKowen’s sister and has worked as McKowen’s assistant for over five years. McKowen is the CEO of both companies. The Company expects Louise Lowe to resign and independent directors elected after the completion of the Company’s current private placement and the purchase of Directors and Officers insurance. The Company is focused on identifying and purchasing or leasing distressed real estate assets, which can be rehabilitated, refurbished and upgraded and leased or subleased to tenants at an improved rental rate. As part of the upgrading of the distressed assets, the Company intends to apply for government financing programs that are available, such as programs for renewable energy, rural economic development and water conservation. The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. At present, we are focused on the Colorado market. Our principal business objective is to maximize shareholder value through cash flows from increased rents and potential long-term appreciation of the value of our properties. Our primary strategy to achieve our business objective is to acquire and own a portfolio of properties. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 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. Trust account funds 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. During the years ended December 31, 2018 and December 31, 2019 and the nine months ended September 30, 2020, the Company did not maintain its own bank account. Bank transactions were entered through an account owned and operated by VitaNova Partners. Therefore, the Company’s cash is labeled as trust account funds. Management plans to open a separate account for VETANOVA; however, stringent banking laws are making even a hemp-only-based business difficult to open. Accounting for Leases United States Generally Accepted Accounting Principal (GAAP) through the Accounting Standards Codification (ASC) 842 requires each type of lease, operating or finance type, to be displayed in the statement of financial position. The related right to use asset must be presented separately from other assets, as well as from each other. The corresponding lease liabilities also must be presented separately from other liabilities and from each other. On July 1, 2020, the Company signed a lease agreement as lessee of farmland (the “Butte Valley lease”). The lease has an early termination clause that the Company, at its sole discretion, shall be entitled to withdraw from the lease without further obligations after six months if the Company is unable to obtain necessary licenses and permits from state or local authorities to grow certain crops, as of the publication of these financial statements. The Company terminated the lease on January 25, 2021. Therefore, the Company has recorded the Butte Valley lease under guidance from ASC 842 as an operating lease that has a term less than 12 months. The Company has direct control over the asset and there is no bargain purchase at the end of this lease. The Company has entered into a month-to-month sublease for $2,750 per months, which is recorded as lease revenue of $7,875, and due to the month-to-month status, has no impact on how the Company records its lease obligations. Related Party – VitaNova Partners, LLC VETANOVA has two directors that are also managing members of VitaNova Partners. VETANOVA’s Chief Executive Officer and Secretary are the same people as the Chief Executive Officer and Secretary of VitaNova Partners. VitaNova Partners controls the bank account used by VETANOVA. All bank transactions are from this controlled account. VitaNova Partners has been paying expenses for VETANOVA and is recognized as a liability from VETANOVA to VitaNova Partners on VETANOVA’s balance sheet, net of any offsets. 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 our 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 the 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. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of September 30, 2020, and December 31, 2019, no accrued interest or penalties are included on the related tax liability line in the balance sheet and no deferred tax asset is recognized. Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to 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, 2019, there were no dilutive effect since there were no warrants or options outstanding. As of September 30, 2020, there were 16,168,485 warrants outstanding that can convert one-for-one into the Company’s common shares at $0.20/share. Since these warrants are not included in total dilution, since the conversion of all of the warrants would be anti-dilutive. | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. 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. Cash and Cash Equivalents For purposes of reporting cash flows, VETANOVA 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. During the years ended December 31, 2018 and December 31, 2019 the Company did not maintain its own bank account. Bank transactions were entered through an account owned and operated by VitaNova Partners. Management plans to open a separate account for VETANOVA; however, stringent banking laws are making even a hemp-only-based business difficult to open. Related Party – VitaNova Partners, LLC VitaNova Partners owns approximately 70.2% of VETANOVA. Further, VETANOVA has two directors that are also managing members of VitaNova Partners. VETANOVA’s Chief Executive Officer and Secretary are the same people as the Chief Executive Officer and Secretary of VitaNova Partners. VitaNova Partners controls the bank account used by VETANOVA. All bank transactions are from this controlled account. VitaNova Partners have been paying expenses for VETANOVA and is recognized as a liability from VETANOVA to VitaNova Partners on VETANOVA’s balance sheet. 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 our 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 the 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. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of December 31, 2019, and December 31, 2018, no accrued interest or penalties are included on the related tax liability line in the balance sheet and no deferred tax asset is recognized. Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to 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, 2019, and December 31, 2018, there were no dilutive effect since there were no warrants or options outstanding. |
Equity Transactions
Equity Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Equity [Abstract] | ||
Equity Transactions | Note 3 – Equity Transactions The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001. The total issued common stock as of September 30, 2020 was 16,795,421 and as of December 31, 2019 was 626,989 shares. During the nine months ended September 30, 2020 the Company issued 16,168,485 common shares to outside investors investing $161,685 in the Company’s units (each unit is one common share and one warrant). During the nine months ended September 30, 2020 the Company issued 16,168,485 warrants. These warrants were offered as part of the Company’s capital raise, which consist of one warrant and one share of the Company’s common share at $0.01/unit. The warrants have a strike price of $0.20/share and terminate on September30, 2022. Using the Black Scholes method to determine valuation of the warrants issued in the nine months ended September 30, 2020, there was a recorded equity transaction of $14,644 to increase additional paid in capital. The Company is continuing capital raise activities. During the years ended December 31, 2019 and December 31, 2018 there we no equity transactions, except for the reverse stock split that occurred on June 27, 2018. | Note 3 – Equity Transactions The Company has authorized 500,000,000 shares of common stock with a par value of $0.0001. The total issued common stock as of December 31, 2019 and December 31, 2018 was 626,789 shares. During the years ended December 31, 2019 and December 31, 2018 there we no equity transactions, except for the reverse stock split that occurred on June 27, 2018. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 4 – Income Taxes On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which significantly changed U.S. tax law. The Act lowered the Company’s U.S. statutory federal income tax rate from 35% to 21% effective January 1, 2018, while also imposing a deemed repatriation tax on previously deferred foreign income. The Act also created a new minimum tax on certain future foreign earnings. The impact of the Act had no material impact on the Company’s tax liability and deferrals. We record tax positions as liabilities in accordance with ASC 740 and adjust these liabilities when our judgement changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the recognized tax benefit liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available. As of December 31, 2019, and 2018 we have not recorded any uncertain tax positions in our financial statements. The Company has not filed tax returns for the years ended December 31, 2019 and December 31, 2018. Prior to January 31, 2018, there was no financial or taxable transactions since 2011, so the company does not anticipate any material penalties. Book loss reconciliation to estimated taxable income is as follows: 2019 2018 Book loss $ (4,515 ) $ (7,194 ) Tax adjustments: None - - Estimate of taxable income $ (4,515 ) $ (7,194 ) The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2019 and December 31, 2018, we had no unrecognized tax benefits in income tax expense. The components of the deferred tax asset are as follows: 2019 2018 Current deferred tax asset Net operating loss carryforwards $ (16,509 ) $ (11,994 ) Other adjustments: None - - Total cumulative deferred tax asset (16,509 ) (11,994 ) Valuation allowance 16,509 11,994 Effective income tax asset $ - $ - Income tax provision is summarized below (in thousands): 2019 2018 Income tax provision: Current benefit (expense) Federal $ - $ - State - - Total current - - Deferred benefit (expense) Federal 1,368 2,519 State 326 600 Total deferred 1,694 3,119 Less: Valuation allowance (1,694 ) (3,119 ) Total $ - $ - Effective and stated tax rate: Federal 21 % State 5 % Total 26 % For the years ended December 31, 2019 and December 31, 2018, the deferred tax asset of $16,509 and $11,994, respectively, has a valuation allowance of $16,509 and $11,994, respectively, since management has determined the tax benefit cannot be reasonably assured of being used in the near future. The net operating loss carryforward, if not used, will begin to expire in 2045, and is severely restricted as per the Internal Revenue Code if there is a change in ownership. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 4 – Commitments and Contingencies On July 1, 2020 the Company entered into a 5-year lease agreement with Two Rivers Water & Farming Company (“Two Rivers”) whereby the Company leased 158 irrigated acres in Huerfano County, Colorado. The lease includes use of the irrigation equipment and infrastructure and water rights. The lease is $5,250 per month. The Company, at its sole discretion, can terminate this lease if after six months from July 1, 2020, the Company is unable to obtain necessary licenses and permits from state or local authorities. The Company terminated this lease on January 25, 2021 effective January 31, 2021. | Note 5 – Commitments and Contingencies On July 1, 2020 the Company entered into a 5-year lease agreement with Two Rivers Water & Farming Company (“Two Rivers”) whereby the Company leased 158 irrigated acres in Huerfano County, Colorado. The lease includes use of the irrigation equipment and infrastructure and water rights. The lease is $5,250 per month. The Company, at its sole discretion, can terminate this lease if after six months from July 1, 2020, the Company is unable to obtain necessary licenses and permits from state or local authorities. |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 – Related Party Transactions VitaNova Partners is providing management, including financial oversight, of VETANOVA. As of December 31, 2019, VitaNova Partners has advanced $6,514 to the Company. As of September 30, 2020, VetaNova Partners owes VETANOVA $17,412. | Note 6 – Related Party Transactions VitaNova Partners, which owns approximately 70.2% of VETANOVA, is providing management, including financial oversight, of VETANOVA. As of December 31, 2019, VitaNova Partners has advanced $6,514 to the Company. On December xx, 2020, the Company issued 55,612,837 of the Company’s common shares to VitaNova Partners, LLC. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 6 – Subsequent Events On October 23, 2020, the Company issued 35,109,207 common shares to investors in the Company’s capital raise through October 21, 2020. The 35,109,195 shares issued include the 16,168,465 shares issued for the capital raise through September 30, 2020 (and reported as outstanding as of September 30, 2020) and 18,940,743 shares for the capital raise after September 30, 2020. The Company raised an additional $189,408 in capital after September 30, 2020. In conjunction with this capital raise, the Company issued a total of 35,109,207 warrants, of which 16,168,465 warrants were issued effective during the nine months ended September 30, 2020 an additional 18,940,743 warrants were issued after September 30, 2020. On December 3, 2020 the Company authorized the issuance of the following common shares: ● 56,052,837 shares to VitaNova Partners, LLC; ● 88,107,690 shares to John McKowen*; ● 4,515,410 shares to George McCaffrey, and ● 3,019,455 shares to Louise Lowe*. *The share issuance to McKowen and Lowe are subject to claw backs up to two-thirds of the amount of issuance. On January 25, 2021, the Company cancelled the Butte Valley Lease effective January 31, 2021. | Note 7 – Subsequent Events On June 19, 2020, VitaNova Partners, LLC acquired 440,000 VETANOVA common shares out of a total of 626,989 representing an approximate 70.2% ownership by VitaNova Partners. On July 1, 2020 the Company entered into a 5-year lease agreement with Two Rivers whereby the Company leased 158 irrigated acres in Huerfano County, Colorado. During the quarter ending September 30, 2020, the Company raised $161,684.50 in additional capital through the issuance of 16,168,450 of the Company’s common shares along with 16,168,450, 2-year, warrants exercisable at $0.20 per share. Between October 1, 2020 and October 21, 2020, the Company raised $189,408.00 in additional capital through the issuance of 18,940,800 of the Company’s common shares along with 18,940,800, 2-year, warrants exercisable at $0.20 per share. On June 19, 2020, the Company issued 8,118,854 of the Company’s common shares to key executives and board members, and 55,612,837 of the Company’s common shares to VitaNova Partners, LLC. Additionally, on June 19, 2020, the Company issued, with performance restrictions, 60,751,430 of the Company’s common shares. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. | Basis of Presentation The financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States. |
Use of Estimates | 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. | 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents For purposes of reporting cash flows, VETANOVA 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. During the years ended December 31, 2018 and December 31, 2019 the Company did not maintain its own bank account. Bank transactions were entered through an account owned and operated by VitaNova Partners. Management plans to open a separate account for VETANOVA; however, stringent banking laws are making even a hemp-only-based business difficult to open. | |
Trust Account Funds | Trust account funds 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. During the years ended December 31, 2018 and December 31, 2019 and the nine months ended September 30, 2020, the Company did not maintain its own bank account. Bank transactions were entered through an account owned and operated by VitaNova Partners. Therefore, the Company’s cash is labeled as trust account funds. Management plans to open a separate account for VETANOVA; however, stringent banking laws are making even a hemp-only-based business difficult to open. | |
Accounting for Leases | Accounting for Leases United States Generally Accepted Accounting Principal (GAAP) through the Accounting Standards Codification (ASC) 842 requires each type of lease, operating or finance type, to be displayed in the statement of financial position. The related right to use asset must be presented separately from other assets, as well as from each other. The corresponding lease liabilities also must be presented separately from other liabilities and from each other. On July 1, 2020, the Company signed a lease agreement as lessee of farmland (the “Butte Valley lease”). The lease has an early termination clause that the Company, at its sole discretion, shall be entitled to withdraw from the lease without further obligations after six months if the Company is unable to obtain necessary licenses and permits from state or local authorities to grow certain crops, as of the publication of these financial statements. The Company terminated the lease on January 25, 2021. Therefore, the Company has recorded the Butte Valley lease under guidance from ASC 842 as an operating lease that has a term less than 12 months. The Company has direct control over the asset and there is no bargain purchase at the end of this lease. The Company has entered into a month-to-month sublease for $2,750 per months, which is recorded as lease revenue of $7,875, and due to the month-to-month status, has no impact on how the Company records its lease obligations. | |
Related Party - VitaNova Partners, LLC | Related Party – VitaNova Partners, LLC VETANOVA has two directors that are also managing members of VitaNova Partners. VETANOVA’s Chief Executive Officer and Secretary are the same people as the Chief Executive Officer and Secretary of VitaNova Partners. VitaNova Partners controls the bank account used by VETANOVA. All bank transactions are from this controlled account. VitaNova Partners has been paying expenses for VETANOVA and is recognized as a liability from VETANOVA to VitaNova Partners on VETANOVA’s balance sheet, net of any offsets. | Related Party – VitaNova Partners, LLC VitaNova Partners owns approximately 70.2% of VETANOVA. Further, VETANOVA has two directors that are also managing members of VitaNova Partners. VETANOVA’s Chief Executive Officer and Secretary are the same people as the Chief Executive Officer and Secretary of VitaNova Partners. VitaNova Partners controls the bank account used by VETANOVA. All bank transactions are from this controlled account. VitaNova Partners have been paying expenses for VETANOVA and is recognized as a liability from VETANOVA to VitaNova Partners on VETANOVA’s balance sheet. |
Income Taxes | 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 our 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 the 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. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of September 30, 2020, and December 31, 2019, no accrued interest or penalties are included on the related tax liability line in the balance sheet and no deferred tax asset is recognized. | 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 our 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 the 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. The Company recognizes interest and penalties related to unrecognized tax benefits on the income tax expense line in the accompanying consolidated statement of operations. As of December 31, 2019, and December 31, 2018, no accrued interest or penalties are included on the related tax liability line in the balance sheet and no deferred tax asset is recognized. |
Net Income (Loss) Per Share | Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to 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, 2019, there were no dilutive effect since there were no warrants or options outstanding. As of September 30, 2020, there were 16,168,485 warrants outstanding that can convert one-for-one into the Company’s common shares at $0.20/share. Since these warrants are not included in total dilution, since the conversion of all of the warrants would be anti-dilutive. | Net Income (Loss) per Share Basic net (loss) per share is computed by dividing net income (loss) attributed to VETANOVA available to 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, 2019, and December 31, 2018, there were no dilutive effect since there were no warrants or options outstanding. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Loss Reconciliation to Estimated Taxable Income | Book loss reconciliation to estimated taxable income is as follows: 2019 2018 Book loss $ (4,515 ) $ (7,194 ) Tax adjustments: None - - Estimate of taxable income $ (4,515 ) $ (7,194 ) |
Schedule of Components of Deferred Tax Asset | The components of the deferred tax asset are as follows: 2019 2018 Current deferred tax asset Net operating loss carryforwards $ (16,509 ) $ (11,994 ) Other adjustments: None - - Total cumulative deferred tax asset (16,509 ) (11,994 ) Valuation allowance 16,509 11,994 Effective income tax asset $ - $ - |
Schedule of Income Tax Provision | Income tax provision is summarized below (in thousands): 2019 2018 Income tax provision: Current benefit (expense) Federal $ - $ - State - - Total current - - Deferred benefit (expense) Federal 1,368 2,519 State 326 600 Total deferred 1,694 3,119 Less: Valuation allowance (1,694 ) (3,119 ) Total $ - $ - |
Schedule of Effective and Stated Tax Rate | Effective and stated tax rate: Federal 21 % State 5 % Total 26 % |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Oct. 23, 2020 | Oct. 23, 2020 | Jul. 05, 2018 | Jun. 27, 2018 | Oct. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Reverse stock split | 1,000 for 1 reverse split | During the years ended December 31, 2019 and December 31, 2018 there we no equity transactions, except for the reverse stock split that occurred on June 27, 2018. | ||||||||
Changes in capital structure, retroactive impact | 492,598,351 common shares became 626,789 shares outstanding with 501 shareholders | |||||||||
Changes in number of common shares outstanding | 626,789 | |||||||||
Proceeds from issuance of private placement | $ 161,685 | |||||||||
Shares issued during period | 16,168,450 | 16,168,485 | ||||||||
Number of warrant issued | 16,168,485 | 16,168,485 | ||||||||
Warrant outstanding term | 2 years | |||||||||
Warrant exercise price | $ 0.20 | |||||||||
Lease description | The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. | The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. | ||||||||
Subsequent Event [Member] | ||||||||||
Shares issued during period | 35,109,195 | 18,940,800 | ||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||
Warrant to purchase each shares | 16,168,485 | 16,168,485 | ||||||||
Warrant maturity date | Sep. 30, 2022 | Sep. 30, 2022 | ||||||||
Common Stock [Member] | ||||||||||
Proceeds from issuance of private placement | $ 351,092 | $ 351,092 | ||||||||
Shares issued during period | 35,109,200 | 35,109,200 | ||||||||
Warrant [Member] | ||||||||||
Shares issued during period | 16,168,450 | |||||||||
Number of warrant issued | 35,109,200 | 35,109,200 | 35,109,200 | |||||||
Warrant outstanding term | 2 years | 2 years | ||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||
Shares issued during period | 35,109,207 | 18,940,800 | ||||||||
Warrant outstanding term | 2 years | |||||||||
Warrant exercise price | $ 0.20 | |||||||||
Additional Paid-in Capital [Member] | ||||||||||
Shares issued during period | 161,684.50 | |||||||||
Additional Paid-in Capital [Member] | Subsequent Event [Member] | ||||||||||
Shares issued during period | 16,168,465 | 189,408 | ||||||||
John McKowen [Member] | ||||||||||
Number of shares issued to acquire | 440,000 |
Organization and Business (De_2
Organization and Business (Details Narrative) (10-K) - USD ($) | Oct. 23, 2020 | Jul. 05, 2018 | Jun. 27, 2018 | Oct. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Reverse stock split | 1,000 for 1 reverse split | During the years ended December 31, 2019 and December 31, 2018 there we no equity transactions, except for the reverse stock split that occurred on June 27, 2018. | ||||||||
Changes in capital structure, retroactive impact | 492,598,351 common shares became 626,789 shares outstanding with 501 shareholders | |||||||||
Changes in number of common shares outstanding | 626,789 | |||||||||
Proceeds from issuance of private placement | $ 161,685 | |||||||||
Shares issued during period | 16,168,450 | 16,168,485 | ||||||||
Number of warrant issued | 16,168,485 | 16,168,485 | ||||||||
Warrant outstanding term | 2 years | |||||||||
Warrant exercise price | $ 0.20 | |||||||||
Lease description | The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. | The Company has leased approximately 158 irrigated acres in Huerfano County, Colorado. Further, the Company expects to initially lease 157 acres in Pueblo County, Colorado from VitaNova and release the assets to established profitable tenants. If the Company leases a property, it generally expects to sub lease the property with an option to buy. | ||||||||
Common Stock [Member] | ||||||||||
Proceeds from issuance of private placement | $ 351,092 | $ 351,092 | ||||||||
Shares issued during period | 35,109,200 | 35,109,200 | ||||||||
Warrant [Member] | ||||||||||
Shares issued during period | 16,168,450 | |||||||||
Number of warrant issued | 35,109,200 | 35,109,200 | 35,109,200 | |||||||
Warrant outstanding term | 2 years | 2 years | ||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||
Subsequent Event [Member] | ||||||||||
Shares issued during period | 35,109,195 | 18,940,800 | ||||||||
Warrant exercise price | $ 0.20 | |||||||||
Subsequent Event [Member] | Warrant [Member] | ||||||||||
Shares issued during period | 35,109,207 | 18,940,800 | ||||||||
Warrant outstanding term | 2 years | |||||||||
Warrant exercise price | $ 0.20 | |||||||||
Subsequent Event [Member] | McKowen [Member] | VitaNova Partners [Member] | ||||||||||
Number of shares repurchased during period | 58,738,460 | |||||||||
Share issued price per share | $ 0.0001 | |||||||||
Subsequent Event [Member] | VitaNova [Member] | ||||||||||
Number of shares issued to acquire | 56,052,837 | |||||||||
Subsequent Event [Member] | McKowen [Member] | ||||||||||
Number of shares issued to acquire | 29,369,230 | |||||||||
John McKowen [Member] | ||||||||||
Number of shares issued to acquire | 440,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Jul. 01, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 |
Sublease month-to-month | $ 2,750 | ||||
Lease revenue | $ 7,875 | ||||
Income tax description | 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 the 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. | 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 the 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. | |||
Accrued penalties and interest | |||||
Warrants or options outstanding | 16,168,485 | ||||
Conversion price | $ 0.20 | ||||
Lease Agreement [Member] | |||||
Lease expiration | Jan. 25, 2021 | ||||
Lease term | 12 months |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income tax description | Uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | Uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. | |
Accrued penalties and interest | |||
Warrants or options outstanding | 16,168,485 | ||
VitaNova Partners [Member] | |||
Ownership percentage | 70.20% |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | Jun. 27, 2018 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Equity [Abstract] | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Common stock, share issued | 16,795,474 | 16,795,474 | 626,989 | 626,989 | |
Shares issued during period to outside investors | 16,168,450 | 16,168,485 | |||
Shares issued during period to outside investors, value | $ 161,685 | ||||
Number of warrant issued | 16,168,485 | 16,168,485 | |||
Warrant description | These warrants were offered as part of the Company's capital raise, which consist of one warrant and one share of the Company's common share at $0.01/unit. | ||||
Warrant exercise price | $ 0.20 | ||||
Increase in additional paid in capital | $ 14,644 | ||||
Reverse stock split description | 1,000 for 1 reverse split | During the years ended December 31, 2019 and December 31, 2018 there we no equity transactions, except for the reverse stock split that occurred on June 27, 2018. |
Equity Transactions (Details _2
Equity Transactions (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2020 | |
Equity [Abstract] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 |
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, share issued | 626,989 | 626,989 | 16,795,474 |
Equity transactions |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) (10-K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2017 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Income tax rate | 21.00% | 35.00% | |
Deferred tax asset | $ 16,509 | $ 11,994 | |
valuation allowance | $ 16,509 | $ 11,994 | |
Operating loss carryforward description | The net operating loss carryforward, if not used, will begin to expire in 2045, and is severely restricted as per the Internal Revenue Code if there is a change in ownership. |
Income Taxes - Schedule of Loss
Income Taxes - Schedule of Loss Reconciliation to Estimated Taxable Income (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Book loss | $ (13,031) | $ (5,115) | $ (4,515) | $ (7,194) |
None | ||||
Estimate of taxable income | $ (13,031) | $ (5,115) | $ (4,515) | $ (7,194) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Asset (Details) (10-K) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ (16,509) | $ (11,994) |
None | ||
Total cumulative deferred tax asset | (16,509) | (11,994) |
Valuation allowance | 16,509 | 11,994 |
Effective income tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) (10-K) - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||||
Current benefit (expense) Federal | ||||
Current benefit (expense) State | ||||
Total current | ||||
Deferred benefit (expense) Federal | 1,368 | 2,519 | ||
Deferred benefit (expense) State | 326 | 600 | ||
Total deferred | 1,694 | 3,119 | ||
Less: Valuation allowance | (1,694) | (3,119) | ||
Total |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective and Stated Tax Rate (Details) (10-K) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal | 21.00% | 35.00% |
State | 5.00% | |
Total | 26.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - Lease Agreement [Member] | Jul. 01, 2020USD ($)a |
Lease term | 12 months |
Two Rivers Water & Farming Company [Member] | |
Lease term | 5 years |
Area of land | a | 158 |
Monthly lease payments | $ | $ 5,250 |
Lease term description | The Company, at its sole discretion, can terminate this lease if after six months from July 1, 2020, the Company is unable to obtain necessary licenses and permits from state or local authorities. The Company terminated this lease on January 25, 2021 effective January 31, 2021. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) (10-K) - Lease Agreement [Member] | Jul. 01, 2020USD ($)a |
Lease term | 12 months |
Lease expiration date | Jan. 25, 2021 |
Two Rivers Water & Farming Company [Member] | |
Lease term | 5 years |
Area of land | a | 158 |
Monthly lease payments | $ | $ 5,250 |
Lease expiration date | Jul. 1, 2020 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Advance from related party | $ 6,514 | |
VitaNova Partners [Member] | ||
Advance from related party | $ 17,412 | $ 6,514 |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10-K) - USD ($) | Oct. 23, 2020 | Jun. 19, 2020 | Dec. 31, 2020 | Oct. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 31, 2019 |
Advance from related party | $ 6,514 | ||||||
Stock issued during the period | 16,168,450 | 16,168,485 | |||||
VitaNova Partners, LLC. [Member] | |||||||
Ownership percentage | 70.20% | ||||||
Stock issued during the period | 55,612,837 | ||||||
Subsequent Event [Member] | |||||||
Stock issued during the period | 35,109,195 | 18,940,800 | |||||
Subsequent Event [Member] | VitaNova Partners, LLC. [Member] | |||||||
Stock issued during the period | 55,612,837 | ||||||
VitaNova Partners [Member] | |||||||
Ownership percentage | 70.20% | ||||||
Advance from related party | $ 17,412 | $ 6,514 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 23, 2020 | Jun. 19, 2020 | Dec. 31, 2020 | Oct. 21, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Dec. 03, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Stock issued during the period | 16,168,450 | 16,168,485 | |||||||
Stock issued during the period, capital raise | 16,168,465 | ||||||||
Additional paid in capital | $ 125,452 | $ 125,452 | $ (49,260) | $ (49,260) | |||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | 500,000,000 | |||||
VitaNova Partners, LLC. [Member] | |||||||||
Stock issued during the period | 55,612,837 | ||||||||
Warrant [Member] | |||||||||
Stock issued during the period | 16,168,450 | ||||||||
Subsequent Event [Member] | |||||||||
Stock issued during the period | 35,109,195 | 18,940,800 | |||||||
Stock issued during the period, capital raise | 18,940,743 | ||||||||
Additional paid in capital | $ 189,408 | ||||||||
Subsequent Event [Member] | VitaNova Partners, LLC. [Member] | |||||||||
Stock issued during the period | 55,612,837 | ||||||||
Common stock, shares authorized | 56,052,837 | ||||||||
Subsequent Event [Member] | Warrant [Member] | |||||||||
Stock issued during the period | 35,109,207 | 18,940,800 | |||||||
Subsequent Event [Member] | Additional Warrants [Member] | |||||||||
Stock issued during the period | 18,940,743 | ||||||||
Subsequent Event [Member] | Investors [Member] | |||||||||
Stock issued during the period | 35,109,207 | ||||||||
Subsequent Event [Member] | John McKowen [Member] | |||||||||
Common stock, shares authorized | 88,107,690 | ||||||||
Subsequent Event [Member] | George McCaffrey [Member] | |||||||||
Common stock, shares authorized | 4,515,410 | ||||||||
Subsequent Event [Member] | Louise Lowe [Member] | |||||||||
Common stock, shares authorized | 3,019,455 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10-K) | Oct. 23, 2020$ / sharesshares | Oct. 23, 2020$ / sharesshares | Jun. 19, 2020shares | Dec. 31, 2020shares | Oct. 21, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | Sep. 30, 2020$ / sharesshares | Jul. 01, 2020a | Dec. 31, 2019$ / shares |
Stock issued during the period, acquired | 626,989 | ||||||||
Stock issued during the period | 16,168,450 | 16,168,485 | |||||||
Warrant term | 2 years | ||||||||
Warrant exercisable | $ / shares | $ 0.20 | ||||||||
Restricted Stock [Member] | |||||||||
Stock issued during the period, restricted shares | 60,751,430 | ||||||||
Subsequent Event [Member] | |||||||||
Stock issued during the period | 35,109,195 | 18,940,800 | |||||||
Warrant exercisable | $ / shares | $ 0.20 | $ 0.20 | |||||||
Additional Paid-in Capital [Member] | |||||||||
Stock issued during the period | 161,684.50 | ||||||||
Additional Paid-in Capital [Member] | Subsequent Event [Member] | |||||||||
Stock issued during the period | 16,168,465 | 189,408 | |||||||
Warrant [Member] | |||||||||
Stock issued during the period | 16,168,450 | ||||||||
Warrant term | 2 years | 2 years | |||||||
Warrant exercisable | $ / shares | $ 0.20 | $ 0.20 | |||||||
Warrant [Member] | Subsequent Event [Member] | |||||||||
Stock issued during the period | 35,109,207 | 18,940,800 | |||||||
Warrant term | 2 years | ||||||||
Warrant exercisable | $ / shares | $ 0.20 | ||||||||
Lease Agreement [Member] | |||||||||
Lease term | 12 months | ||||||||
VitaNova Partners, LLC. [Member] | |||||||||
Stock issued during the period, acquired | 440,000 | ||||||||
Ownership percentage | 70.20% | ||||||||
Stock issued during the period | 55,612,837 | ||||||||
VitaNova Partners, LLC. [Member] | Key Executives and Board Members[Member] | |||||||||
Stock issued during the period | 8,118,854 | ||||||||
VitaNova Partners, LLC. [Member] | Subsequent Event [Member] | |||||||||
Stock issued during the period | 55,612,837 | ||||||||
Two Rivers Water & Farming Company [Member] | Lease Agreement [Member] | |||||||||
Lease term | 5 years | ||||||||
Area of land | a | 158 |