VetaNova (VTNA) 10-12G/A 29 Mar 21 Registration of securities (amended) Financial data

Document and Entity Information

Document and Entity Information	12 Months Ended
	Dec. 31, 2020
Cover [Abstract]
Entity Registrant Name	VetaNova Inc.
Entity Central Index Key	0001280396
Document Type	10-12G/A
Amendment Flag	true
Amendment Description	This registration statement on Form 10 of VETANOVA INC, ("the Company") which we refer to as this registration statement, is being filed with the United States Securities and Exchange Commission ("SEC") to voluntarily register common stock, par value $0.0001 per share of the Company, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. This registration statement will become effective in accordance with the provisions of Section 8(a) of the Securities Act of 1933, or the Securities Act. As of the effective date of this registration statement, we will become subject to the requirements of Regulation 13A under the Exchange Act and will be required to file annual reports on Form 10K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current Assets
Cash
Receivables - net
Prepaid expenses	13,734	734
Due from related party	65,179
Other current assets
Total Current Assets	78,913	734
Long Term Assets
Property, equipment and software, net
Other long term assets
Total Long Term Assets
TOTAL ASSETS	78,913	734
Current Liabilities
Accounts payable		10,729
Accrued liabilities	11,925
Current portion of notes payable
Related party - VitaNova Partners LLC		6,514
Other current liabilities
Total Current Liabilities	11,925	17,243
Notes Payable, net of current portion
TOTAL LIABILITIES	11,925	17,243
Commitments & Contingencies (Notes 5, 6)
Stockholders' Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 194,971,866 and 626,989 shares issued and outstanding on December 31, 2020 and December 31, 2019, respectfully	68,694	49,260
Additional paid-in capital	6,882,602	(49,260)
Accumulated (deficit)	(6,884,308)	(16,509)
TOTAL STOCKHOLDERS' EQUITY	66,988	(16,509)
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$ 78,913	$ 734

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	194,971,866	626,989
Common stock, shares outstanding	194,971,866	626,989

Condensed Statement of Operatio

Condensed Statement of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Revenue	$ 13,125
Direct cost of revenue
Gross Margin	13,125
Operating Expenses
General and administrative	296,644	4,515
Depreciation and amortization
Total Operating Expenses	296,644	4,515
Profit (Loss) from Operations	(283,519)	(4,515)
Other Income (Expense)
Warrant expense	(6,584,280)
Other
Total Other Income (Expense)	(6,584,280)
Net Profit (Loss) Before Taxes	(6,867,799)	(4,515)
Income Tax (Provision) Benefit
Net Profit (Loss)	$ (6,867,799)	$ (4,515)
(Loss) per Common Share - Basic	$ (0.34)	$ (0.01)
(Loss) per Common Share - Dilutive	$ (0.34)	$ (0.01)
Weighted Average Shares Outstanding:
Basic	19,955,846	626,989
Dilutive	19,955,846	626,989

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash Flows from Operating Activities:
Net Loss	$ (6,867,799)	$ (4,515)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation & amortization
Warrant expense	6,584,280
Stock issued for services	15,924
Net change in operating assets and liabilities:
(Increase) in prepaid expenses	(13,000)
Increase in related party payable	(59,768)	2,515
(Decrease) Increase in accounts payable	(10,729)	2,000
Net Cash Used in Operating Activities	(351,092)
Cash Flows from Investing Activities
Cash Flows from Financing Activities
Sale of units	351,092
Cash Flows from Financing Activities	351,092
Net Change in Cash & Cash Equivalents
Beginning Cash & Cash Equivalents
Ending Cash & Cash Equivalents

Condensed Statement of Changes

Condensed Statement of Changes in Shareholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated (Deficit) [Member]	Total
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)			(6,867,799)	(6,867,799)
Private placement	$ 3,511	347,581		351,093
Private placement, shares	35,109,000
Warrants issued		6,584,281		6,584,280
Stock issued for services	$ 10,362			10,362
Stock issued for services, shares	103,623,000
Stock issued to VitaNova Partners LLC	$ 5,561			5,561
Stock issued to VitaNova Partners LLC, shares	55,613,000
Balance at Dec. 31, 2020	$ 68,694	$ 6,882,602	$ (6,884,308)	$ 66,988
Balance, shares at Dec. 31, 2020	194,972,000

Organization and Business

Organization and Business	12 Months Ended
	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Note 1 – Organization and Business VETANOVA INC (“the Company) is in the business of building and operating sustainable photovoltaic (“PV”) solar powered, state of the art, greenhouse facilities which grow high value greenhouse produce. As its initial development project, the Company expects to purchase, develop and operate four adjoining parcels of approximately 39 acres each, totaling approximately 157 acres in rural Pueblo County, Colorado (“Pueblo Complex”). The Pueblo Complex is currently majority owned by VitaNova Partners, LLC (“VitaNova”). The Pueblo Complex has an existing greenhouse facility consisting of 90,000 sq ft of growing space and 15,000 sq ft of warehouse space, another partially built greenhouse and two parcels of vacant land. In 2020, VitaNova began acquiring and now owns or controls a supermajority of the preferred or controlling equity interests of the four parcels in the Pueblo Complex. The Pueblo Complex was significantly underpowered with only 300KVA of electrical power and no natural gas available. The lack of power made the initial greenhouse facility unsuitable for its intended purpose. Since acquiring control VitaNova has installed 1500KVA electrical service and is retrofitting the existing greenhouse with electrical environmental equipment that can be solar powered. 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 engineering necessary to complete the C-Pace financing application. The Company recently completed a private placement and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 2-year warrants exercisable at $0.20 per share. VitaNova and John McKowen (“McKowen”) are considered affiliates and control entities of the Company. The Company currently has no independent directors. Both VitaNova and the Company have a common board member, Mr. McKowen. The Company expects to appoint independent directors after the purchase of Directors and Officers insurance. On July 5, 2018, Mr. McKowen purchased a control block of 440,000 common shares of the acquired shell and appointed himself as its sole board member and Chief Executive Officer. On July 17, 2020, Mr. McKowen transferred the control block to VitaNova and began restructuring the Company. The Company currently is a non-reporting publicly traded shell on OTC Market Pink Sheets, symbol VTNA. As part of the restructuring, the Company issued 55,612,837 common shares to VitaNova and 29,369,230 common shares to Mr. McKowen, which is proportional to Mr. McKowen’s ownership of VitaNova. Mr. McKowen was also issued 58,738,460 shares that are subject to repurchase by the Company for a price of $0.0001 per share, of which 29,369,230 shares will be released from repurchase if warrants issued in Company’s recent private placement are exercised to acquire at least 42,140,266 shares of Common Stock; and 29,369,230 shares will be released from repurchase if, prior to December 31, 2022, the Company completes a “sale lease back” of a solar powered property and receives gross proceeds of a least $6,000,000 from the sale. For purposes of federal securities laws, Mr. McKowen is deemed to beneficially own 56,052,837 shares purchased by VitaNova because of his ability to control VitaNova, as an officer and member of VitaNova. On February 1, 2021, the Company filed a registration statement Form 10 to voluntarily register common stock, par value $0.0001per share of the Company, pursuant to Section 12(g) of the Securities Exchange Act of 1934, or the Exchange Act. The Company believes that when the Form 10 becomes effective, 60 days after the Form 10 filing, it will no longer be a shell company

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2020
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. 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. During the years ended December 31, 2020 and December 31, 2019 the Company did not maintain its own bank account. On July 17, 2020, VitaNova acquired a super majority of the Company, which at the time was a shell. At the time, the Company had no assets at, and its operating capital was provided by VitaNova pursuant to a Promissory Note dated August 17, 2020. On September 20, 2020, VitaNova commenced a private placement on behalf of the Company and raised $351,093 during the year ended December 31, 2020. The proceeds from the Company’s capital raise were deposited into VitaNova’s bank account and recorded on the Company’s books as “Due from Related Party.” In 2021, the Company completed its private placement by raising an additional $205,036. Those proceeds were deposited into a Company bank account opened on February 23, 2021. Due from related party – VitaNova Partners, LLC VitaNova owns approximately 28.75% of the Company. The Company currently has one director who is also the Company’s Chief Executive Officer as well as the Chief Executive Officer and Secretary of VitaNova. During 2020, the Company’s funds were held as due the Company in a bank account owned by VitaNova. For the year ended December 31, 2020, VitaNova held $65,179 for the benefit of the Company. For the year ended December 31, 2019, the Company recorded a liability due to a related party, VitaNova, of $6,514 for expenses incurred by the Company but paid by VitaNova. Warrant Expense U.S. GAAP ASC 815 requires a fair valuation of warrants issued. For the year ended December 31, 2020, the Company issued 35,109,231 warrants. Each warrant gave the right to purchase one of the Company’s common shares at $0.20. The warrants expire on September 30, 2022 and vested immediately upon issuance. Therefore, the full fair value of the warrants of $6,584,281 was recorded in the year ended December 31, 2020. In order to calculate the warrant value, the following variables were used: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37% 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, 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, 2020, there were no dilutive effect from the warrants issued since it would be anti-dilutive. As of December 31, 2019, there were no warrants or options outstanding.

Equity Transactions

Equity Transactions	12 Months Ended
	Dec. 31, 2020
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 December 31, 2020 and December 31, 2019 was 194,971,866 and 626,789 shares, respectfully. During the year ended December 31, 2020 there were the following equity transactions: ● 91,127,145 shares issued to the Company’s founders, officers and board members; ● 12,495,700 shares issued to the Company’s consultants; ● 55,612,837 shares issued to VitaNova Partners, LLC, and ● 35,109,231 shares issued to outside investors. During the year ended December 31, 2019 there was no equity transactions.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
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, 2020, 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: 2020 2019 Book loss $ (6,867,799 ) $ (4,515 ) Tax adjustments: Warrant expense 6,584,281 - Estimate of taxable income $ (283,518 ) $ (4,515 ) The Company will recognize future accrued interest and penalties related to unrecognized tax benefits in income tax expense if incurred. At December 31, 2020 and December 31, 2019, we had no unrecognized tax benefits in income tax expense. The components of the deferred tax asset are as follows: 2020 2019 Current deferred tax asset Net operating loss carryforwards $ (80,076 ) $ (16,509 ) Other adjustments: None - - Total cumulative deferred tax asset (80,076 ) (16,509 ) Valuation allowance 80,076 16,509 Effective income tax asset $ - $ - Income tax provision is summarized below (in thousands): 2020 2019 Income tax provision: Current benefit (expense) Federal $ - $ - State - - Total current - - Deferred benefit (expense) Federal 59,539 3,467 State 13,127 825 Total deferred 72,666 4,292 Less: Valuation allowance (72,666 ) (4,292 ) Total $ - $ - Effective and stated tax rate: Federal 21.00 % State 4.63 % Total 25.63 % Cumulative Net Operating Loss Carryforward: 2018 $ 3,118 2019 4,292 2020 72,666 $ 80,076 For the years ended December 31, 2020 and December 31, 2019, the deferred tax asset of $80,076 and $16,509, respectively, has a valuation allowance of $80,076 and $16,509, 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	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Note 5 – Commitments and Contingencies The Company has no commitments or contingencies.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions [Abstract]
Related Party Transactions	Note 6 – Related Party Transactions VitaNova Partners, which owns approximately 28.75% of VETANOVA, is providing management, including financial oversight, of VETANOVA. As of December 31, 2020 VitaNova Partners owes the Company $65,179 and as of December 31, 2019, VitaNova Partners had advanced $6,514 to the Company. On July 15, 2020, the Company and VitaNova entered into a consulting agreement whereby VitaNova would provide management services until the current private placement offering is completed and the shareholders of the Company can properly elect an independent board of directors and appoint Company officers. 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. During the year ended December 31, 2020 there were the following equity transactions involving related parties: ● 100,622,845 shares issued to the Company’s founders, officers and board members, and ● 55,612,837 shares issued to VitaNova Partners, LLC.

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	Note 7 – Subsequent Events On February 5, 2021, Ms. Louise Lowe resigned as a member of the Company’s board. She had no disagreements with management. On March 12, 2021, the Company received an additional $205,000 and issued 20,503,600 shares of the Company’s stock and 20,503,600 warrants, with each warrant to purchase one share of the Company’s stock at $0.20/share. The warrants expire on September 30, 2022.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
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.
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.
Cash and Cash Equivalents	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. During the years ended December 31, 2020 and December 31, 2019 the Company did not maintain its own bank account. On July 17, 2020, VitaNova acquired a super majority of the Company, which at the time was a shell. At the time, the Company had no assets at, and its operating capital was provided by VitaNova pursuant to a Promissory Note dated August 17, 2020. On September 20, 2020, VitaNova commenced a private placement on behalf of the Company and raised $351,093 during the year ended December 31, 2020. The proceeds from the Company’s capital raise were deposited into VitaNova’s bank account and recorded on the Company’s books as “Due from Related Party.” In 2021, the Company completed its private placement by raising an additional $205,036. Those proceeds were deposited into a Company bank account opened on February 23, 2021.
Due from Related Party - VitaNova Partners, LLC	Due from related party – VitaNova Partners, LLC VitaNova owns approximately 28.75% of the Company. The Company currently has one director who is also the Company’s Chief Executive Officer as well as the Chief Executive Officer and Secretary of VitaNova. During 2020, the Company’s funds were held as due the Company in a bank account owned by VitaNova. For the year ended December 31, 2020, VitaNova held $65,179 for the benefit of the Company. For the year ended December 31, 2019, the Company recorded a liability due to a related party, VitaNova, of $6,514 for expenses incurred by the Company but paid by VitaNova.
Warrant Expense	Warrant Expense U.S. GAAP ASC 815 requires a fair valuation of warrants issued. For the year ended December 31, 2020, the Company issued 35,109,231 warrants. Each warrant gave the right to purchase one of the Company’s common shares at $0.20. The warrants expire on September 30, 2022 and vested immediately upon issuance. Therefore, the full fair value of the warrants of $6,584,281 was recorded in the year ended December 31, 2020. In order to calculate the warrant value, the following variables were used: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37%
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 December 31, 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	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, 2020, there were no dilutive effect from the warrants issued since it would be anti-dilutive. As of December 31, 2019, there were no warrants or options outstanding.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Schedule of Loss Reconciliation to Estimated Taxable Income	Book loss reconciliation to estimated taxable income is as follows: 2020 2019 Book loss $ (6,867,799 ) $ (4,515 ) Tax adjustments: Warrant expense 6,584,281 - Estimate of taxable income $ (283,518 ) $ (4,515 )
Schedule of Components of Deferred Tax Asset	The components of the deferred tax asset are as follows: 2020 2019 Current deferred tax asset Net operating loss carryforwards $ (80,076 ) $ (16,509 ) Other adjustments: None - - Total cumulative deferred tax asset (80,076 ) (16,509 ) Valuation allowance 80,076 16,509 Effective income tax asset $ - $ -
Schedule of Income Tax Provision	Income tax provision is summarized below (in thousands): 2020 2019 Income tax provision: Current benefit (expense) Federal $ - $ - State - - Total current - - Deferred benefit (expense) Federal 59,539 3,467 State 13,127 825 Total deferred 72,666 4,292 Less: Valuation allowance (72,666 ) (4,292 ) Total $ - $ -
Schedule of Effective and Stated Tax Rate	Effective and stated tax rate: Federal 21.00 % State 4.63 % Total 25.63 %
Schedule of Cumulative Net Operating Loss Carryforward	Cumulative Net Operating Loss Carryforward: 2018 $ 3,118 2019 4,292 2020 72,666 $ 80,076

Organization and Business (Deta

Organization and Business (Details Narrative) - USD ($)	Mar. 12, 2021	Feb. 23, 2021	Sep. 20, 2020	Jul. 05, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2022	Feb. 01, 2021
Proceeds from issuance of private placement					$ 351,092
Number of warrant issued					35,109,231
Warrant exercise price					$ 0.20
Common stock, par value					$ 0.0001	$ 0.0001
Subsequent Event [Member]
Stock issued during the period	20,503,600
Warrant exercise price	$ 0.20
Common stock, par value								$ 0.0001
Private Placement [Member]
Proceeds from issuance of private placement			$ 351,093
Private Placement [Member] | Subsequent Event [Member]
Proceeds from issuance of private placement		$ 205,036
VitaNova Partners, LLC. [Member]
Stock issued during the period				55,612,837	55,612,837
Proceeds from sale lease back				$ 6,000,000
Number of beneficial feature shares purchased				56,052,837
Common Stock [Member]
Stock issued during the period					35,109,000
Warrant [Member]
Number of warrant issued					55,612,900
Warrant outstanding term					2 years
Warrant exercise price					$ 0.20
Warrant [Member] | Subsequent Event [Member]
Stock issued during the period	20,503,600
John McKowen [Member]
Number of shares issued to acquire				440,000
Stock issued during the period				29,369,230
Number of shares subject to repurchase				58,738,460
Shares issued, per share				$ 0.0001
John McKowen [Member] | Forecast [Member]
Number of shares released from repurchase							29,369,230
John McKowen [Member] | Private Placement [Member]
Number of warrant issued				42,140,266
Number of shares released from repurchase				29,369,230
John McKowen [Member] | Common Stock [Member]
Proceeds from issuance of private placement					$ 556,129
Stock issued during the period					55,612,900

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Feb. 23, 2021	Sep. 20, 2020	Dec. 31, 2020	Dec. 31, 2019	Mar. 12, 2021
Proceeds from issuance of private placement			$ 351,092
Due to related party				$ 6,514
Warrants or options outstanding			35,109,231
Warrant exercise price			$ 0.20
Warrant maturity date			Sep. 30, 2022
Fair value of warrants			$ 6,584,281
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.
Accrued penalties and interest
Volatility [Member]
Warrants and rights outstanding, measurement input			8.65
Expected Life [Member]
Warrants and rights outstanding, term			1 year 7 days
Discount Rate [Member]
Warrants and rights outstanding, measurement input			0.37
VitaNova Partners [Member]
Ownership percentage			28.75%	28.75%
Cash held in bank			$ 65,179
Subsequent Event [Member]
Warrant exercise price					$ 0.20
Warrant maturity date					Sep. 30, 2022
Private Placement [Member]
Proceeds from issuance of private placement		$ 351,093
Private Placement [Member] | Subsequent Event [Member]
Proceeds from issuance of private placement	$ 205,036

Equity Transactions (Details Na

Equity Transactions (Details Narrative) - USD ($)	Jul. 05, 2018	Dec. 31, 2020	Dec. 31, 2019
Common stock, shares authorized		500,000,000	500,000,000
Common stock, par value		$ 0.0001	$ 0.0001
Common stock, share issued		194,971,866	626,989
Equity transactions
VitaNova Partners, LLC. [Member]
Number of shares issued	55,612,837	55,612,837
Officers and Board Members [Member]
Number of shares issued		91,127,145
Consultants [Member]
Number of shares issued		12,495,700
Investors [Member]
Number of shares issued		35,109,231

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Deferred tax asset	$ 80,076	$ 16,509
Valuation allowance	$ 80,076	$ 16,509
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) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Book loss	$ (6,867,799)	$ (4,515)
Warrant expense	6,584,280
Estimate of taxable income	$ (283,518)	$ (4,515)

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Deferred Tax Asset (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ (80,076)	$ (16,509)
None
Total cumulative deferred tax asset	(80,076)	(16,509)
Valuation allowance	80,076	16,509
Effective income tax asset

Income Taxes - Schedule of Inco

Income Taxes - Schedule of Income Tax Provision (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current benefit (expense) Federal
Current benefit (expense) State
Total current
Deferred benefit (expense) Federal	59,539	3,467
Deferred benefit (expense) State	13,127	825
Total deferred	72,666	4,292
Less: Valuation allowance	(72,666)	(4,292)
Total

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective and Stated Tax Rate (Details)	12 Months Ended
	Dec. 31, 2020
Income Tax Disclosure [Abstract]
Federal	21.00%
State	4.63%
Total	25.63%

Income Taxes - Schedule of Cumu

Income Taxes - Schedule of Cumulative Net Operating Loss Carryforward (Details)	Dec. 31, 2020USD ($)
Net Operating Loss Carryforward	$ 80,076
Tax Year 2018 [Member]
Net Operating Loss Carryforward	3,118
Tax Year 2019 [Member]
Net Operating Loss Carryforward	4,292
Tax Year 2020 [Member]
Net Operating Loss Carryforward	$ 72,666

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Dec. 15, 2020	Jul. 15, 2020	Jul. 05, 2018	Dec. 31, 2020	Dec. 31, 2019
Due from related party				$ 65,179
Advance from related party					$ 6,514
Founders, Officers and Board Members [Member]
Number of shares issued				100,622,845
VitaNova Partners, LLC. [Member]
Professional fees	$ 19,000	$ 456,000
Monthly installments		$ 38,000
Number of shares issued			55,612,837	55,612,837
VitaNova Partners [Member]
Ownership percentage				28.75%	28.75%

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Mar. 12, 2021	Dec. 31, 2020
Stock issued during the period, value		$ 351,093
Warrant price		$ 0.20
Warrant expiry date		Sep. 30, 2022
Warrant [Member]
Warrant price		$ 0.20
Subsequent Event [Member]
Stock issued during the period, value	$ 205,000
Stock issued during the period	20,503,600
Warrant price	$ 0.20
Warrant expiry date	Sep. 30, 2022
Subsequent Event [Member] | Warrant [Member]
Stock issued during the period	20,503,600