Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2021 | |
Cover [Abstract] | |
Entity Registrant Name | VetaNova Inc. |
Entity Central Index Key | 0001280396 |
Document Type | S-1 |
Amendment Flag | false |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | true |
Balance Sheets
Balance Sheets - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Current Assets | |||
Cash and cash equivalents | $ 158,683 | ||
Receivables - net | |||
Prepaid expenses | 533 | 13,734 | 734 |
Due from related party - Vita Nova Partners LLC | 51,179 | ||
Other current assets | |||
Total Current Assets | 159,216 | 64,913 | 734 |
Long Term Assets | |||
Property, equipment and software, net | |||
Other long term assets | |||
Total Long Term Assets | |||
TOTAL ASSETS | 159,216 | 64,913 | 734 |
Current Liabilities | |||
Accounts payable | 10,729 | ||
Accrued liabilities | 10,000 | 11,925 | |
Current portion of notes payable | |||
Due to related party - VitaNova Partners LLC | 83,995 | 6,514 | |
Other current liabilities | |||
Total Current Liabilities | 93,995 | 11,925 | 17,243 |
Notes Payable, net of current portion | |||
TOTAL LIABILITIES | 93,995 | 11,925 | 17,243 |
Commitments & Contingencies (Notes 4) | |||
Stockholders' Equity | |||
Common stock | 70,745 | 68,694 | 49,260 |
Additional paid-in capital | 501,307 | 298,322 | (49,260) |
Accumulated (deficit) | (506,832) | (314,028) | (16,509) |
TOTAL STOCKHOLDERS' EQUITY | 65,220 | 52,988 | (16,509) |
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY | $ 159,216 | $ 64,913 | $ 734 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
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 | 215,475,502 | 194,971,866 | 626,989 |
Common stock, shares outstanding | 215,475,502 | 194,971,866 | 626,989 |
Statements of Operations
Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||
Revenue | $ 13,125 | |||
Direct cost of revenue | (13,125) | |||
Gross Margin | ||||
Operating Expenses | ||||
General and administrative | 192,804 | 297,519 | 4,515 | |
Depreciation and amortization | ||||
Total Operating Expenses | 192,804 | 297,519 | 4,515 | |
Profit (Loss) from Operations | (192,804) | (297,519) | (4,515) | |
Other Income (Expense) | ||||
Other | ||||
Total Other Income (Expense) | (297,519) | |||
Net Profit (Loss) Before Taxes | (192,804) | (297,519) | (4,515) | |
Income Tax (Provision) Benefit | ||||
Net Profit (Loss) | $ (192,804) | $ (297,519) | $ (4,515) | |
(Loss) per Common Share - Basic | $ (0.01) | $ (0.01) | ||
(Loss) per Common Share - Dilutive | $ (0.01) | $ (0.01) | ||
Weighted Average Shares Outstanding: | ||||
Basic | 196,794,444 | 626,989 | 19,919,780 | 626,989 |
Dilutive | 196,794,444 | 626,989 | 19,919,780 | 626,989 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Cash Flows from Operating Activities: | ||||
Net Loss | $ (192,804) | $ (297,519) | $ (4,515) | |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||||
Depreciation & amortization | ||||
Stock issued for services | 15,924 | |||
Net change in operating assets and liabilities: | ||||
Decrease in prepaid expenses | 13,201 | (13,000) | ||
Increase in related party payable | 135,174 | (45,798) | 2,515 | |
(Decrease) Increase in accounts payable | (1,926) | (10,728) | 2,000 | |
Net Cash Used in Operating Activities | (46,354) | (351,091) | ||
Cash Flows from Investing Activities | ||||
Cash Flows from Financing Activities | ||||
Sale of units | 205,036 | 351,091 | ||
Cash Flows from Financing Activities | 205,036 | 351,091 | ||
Net Change in Cash & Cash Equivalents | 158,683 | |||
Beginning Cash & Cash Equivalents | ||||
Ending Cash & Cash Equivalents | $ 158,683 |
Statements of Changes in Stockh
Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid in Capital [Member] | Accumulated (Deficit) [Member] | Total |
Beginning balance at Dec. 31, 2018 | $ 49,260 | $ (49,260) | $ (11,994) | $ (11,994) |
Beginning balance, shares at Dec. 31, 2018 | 627,000 | |||
Net (Loss) | (4,515) | (4,515) | ||
Ending balance at Dec. 31, 2019 | $ 49,260 | (49,260) | (16,509) | (16,509) |
Ending balance, shares at Dec. 31, 2019 | 627,000 | |||
Net (Loss) | (297,519) | (297,519) | ||
Private placement | $ 3,511 | 347,582 | $ 351,093 | |
Private placement, shares | 35,109,000 | 35,109,231 | ||
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 | |||
Ending balance at Dec. 31, 2020 | $ 68,694 | 298,322 | (314,028) | 52,988 |
Ending balance, shares at Dec. 31, 2020 | 194,972,000 | |||
Net (Loss) | (192,804) | (192,804) | ||
Private placement | $ 2,051 | 202,985 | 205,036 | |
Private placement, shares | 20,500,000 | |||
Ending balance at Mar. 31, 2021 | $ 70,745 | $ 501,307 | $ (506,832) | $ 65,220 |
Ending balance, shares at Mar. 31, 2021 | 215,472,000 |
Organization and Business
Organization and Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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. In January, 2021, the Company opened a separate bank account; therefore, the cash balance on March 31, 2021 is shown as cash and cash equivalents. 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 and Due to related party – VitaNova Partners, LLC VitaNova owns approximately 22.05% 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. The Company In January, 2021, the Company opened its own bank account. 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, and March 31, 2021, there were no dilutive effect from the warrants issued since it would be anti-dilutive. Accounting for Equity Raise The Company recently completed a private placement and raised $556,127 by issuing 55,612,900 common shares along with 55,612,900 warrants expiring on September 30, 2022 exercisable at $0.20 per share. During the twelve months ended December 31, 2020, the Company closed on $351,092 in equity and issued 35,109,231 common shares and 35,109,231 warrants. During the three months ended March 31, 2021, the Company closed on $205,035 Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrant to determine if the warrant is a liability or equity instrument. The warrants in the offering qualifies as equity. The issued warrant does not obligate the Company to repurchase its shares by transferring an asset. The warrant does not obligate the Company to settle the warrant by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuer’s stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants should be classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair in order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. The following variables were used to calculate the warrant value: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37% The common share value was computed by evaluating each equity raise closing date to VTNA’s market stock price to the price issue, which was $0.01/share. | 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 $51,179 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. Revenue and Direct cost of revenue During 2020, the Company subleased its leased land to an unrelated entity. The subleased revenue is shown as revenue and the associated cost of the sublease is recognized as a direct cost of this revenue. 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. Accounting for Equity Raise The Company recently completed a private placement and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 warrants expiring on September 30, 2022 exercisable at $0.20 per share. During the twelve months ended December 31, 2020, the Company closed on $351,092 in equity and issued 35,109,231 common shares and 35,109,231 warrants. Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrant to determine if the warrant is a liability or equity instrument. The warrants in the offering qualifies as equity. The issued warrant does not obligate the Company to repurchase its shares by transferring an asset. The warrant does not obligate the Company to settle the warrant by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuer’s stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants should be classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair in order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. The following variables were used to calculate the warrant value: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37% The common share value was computed by evaluating each equity raise closing date to VTNA’s market stock price to the price issue, which was $0.01/share. |
Equity Transactions
Equity Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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 March 31, 2021 and December 31, 2020 was 215,475,502 and 194,971,866 shares, respectfully. During the three months ended March 31, 2021 there were the following equity transactions: ● 20,503,600 shares to outside investors, and ● 36 shares as a rounding/true-up issuance to an outside investor. 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. | 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 $ (297,519 ) $ (4,515 ) Tax adjustments: None - - Estimate of taxable income $ (297,519 ) $ (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 $ (83,664 ) $ (16,509 ) Other adjustments: None - - Total cumulative deferred tax asset (83,664 ) (16,509 ) Valuation allowance 83,664 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 62,479 3,467 State 13,127 825 Total deferred 76,254 4,292 Less: Valuation allowance (72,254 ) (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 76,254 $ 83,664 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 $83,664 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 4 – Commitments and Contingencies The Company has no commitments or contingencies. | Note 5 – Commitments and Contingencies The Company has no commitments or contingencies. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 5 – Related Party Transactions VitaNova Partners, which owns approximately 22.5% of VETANOVA, is providing management, including financial oversight, of VETANOVA. As of March 31, 2021, the Company owed VitaNova Partners $ 83,995. As of December 31, 2020 VitaNova Partners owed the Company $65,179. 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. | 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 6 – Subsequent Events RM Materials, LLC was issued 61,511,800 the Company’s common units, of which 41,007,200 VTNA common units were issued on April 5, 2021 and are subject to repurchase by VitaNova Solar Partners, LLC for a price of $0.0001 per VTNA common units. Of the 41,007,400 VTNA common units Common Units subject to repurchase, 20,503,600 VTNA Common Units will be released from repurchase if a contemplated $3,000,000 VTNA private placement is completed by December 31, 2021; and 20,503,600 VTNA Common Units will be released from repurchase if, prior to December 31, 2022, VTNA completes a “sale lease back” of a solar powered property from which VTNA receives gross proceeds of a least $6,000,000. | 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) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | 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. | 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, 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. In January, 2021, the Company opened a separate bank account; therefore, the cash balance on March 31, 2021 is shown as cash and cash equivalents. 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. | 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 and Due to related party - VitaNova Partners, LLC | Due from related party and Due to related party – VitaNova Partners, LLC VitaNova owns approximately 22.05% 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. The Company In January, 2021, the Company opened its own bank account. | 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 $51,179 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. |
Revenue and Direct cost of revenue | Revenue and Direct cost of revenue During 2020, the Company subleased its leased land to an unrelated entity. The subleased revenue is shown as revenue and the associated cost of the sublease is recognized as a direct cost of this revenue. | |
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. | 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, and March 31, 2021, there were no dilutive effect from the warrants issued since it 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, 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. |
Accounting for Equity Raise | Accounting for Equity Raise The Company recently completed a private placement and raised $556,127 by issuing 55,612,900 common shares along with 55,612,900 warrants expiring on September 30, 2022 exercisable at $0.20 per share. During the twelve months ended December 31, 2020, the Company closed on $351,092 in equity and issued 35,109,231 common shares and 35,109,231 warrants. During the three months ended March 31, 2021, the Company closed on $205,035 Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrant to determine if the warrant is a liability or equity instrument. The warrants in the offering qualifies as equity. The issued warrant does not obligate the Company to repurchase its shares by transferring an asset. The warrant does not obligate the Company to settle the warrant by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuer’s stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants should be classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair in order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. The following variables were used to calculate the warrant value: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37% The common share value was computed by evaluating each equity raise closing date to VTNA’s market stock price to the price issue, which was $0.01/share. | Accounting for Equity Raise The Company recently completed a private placement and raised $556,129 by issuing 55,612,900 common shares along with 55,612,900 warrants expiring on September 30, 2022 exercisable at $0.20 per share. During the twelve months ended December 31, 2020, the Company closed on $351,092 in equity and issued 35,109,231 common shares and 35,109,231 warrants. Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrant to determine if the warrant is a liability or equity instrument. The warrants in the offering qualifies as equity. The issued warrant does not obligate the Company to repurchase its shares by transferring an asset. The warrant does not obligate the Company to settle the warrant by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuer’s stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants should be classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair in order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. The following variables were used to calculate the warrant value: ● Annualized volatility of 865% ● Expected life in years of 1.02 ● Discount rate – bond equivalent (US Treasury 5-year coupon rate) of 0.37% The common share value was computed by evaluating each equity raise closing date to VTNA’s market stock price to the price issue, which was $0.01/share. |
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 $ (297,519 ) $ (4,515 ) Tax adjustments: None - - Estimate of taxable income $ (297,519 ) $ (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 $ (83,664 ) $ (16,509 ) Other adjustments: None - - Total cumulative deferred tax asset (83,664 ) (16,509 ) Valuation allowance 83,664 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 62,479 3,467 State 13,127 825 Total deferred 76,254 4,292 Less: Valuation allowance (72,254 ) (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 76,254 $ 83,664 |
Organization and Business (Deta
Organization and Business (Details Narrative) - USD ($) | Feb. 23, 2021 | Sep. 20, 2020 | Jul. 17, 2020 | Jul. 05, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Feb. 01, 2021 |
Proceeds from issuance of private placement | $ 205,036 | $ 351,091 | ||||||||
Number of shares issued | 35,109,231 | |||||||||
Number of warrant issued | 35,109,231 | |||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Private Placement [Member] | ||||||||||
Proceeds from issuance of private placement | $ 205,036 | $ 351,093 | $ 556,127 | |||||||
Number of shares issued | 55,612,900 | |||||||||
Number of warrant issued | 55,612,900 | |||||||||
Warrant exercise price | $ 0.20 | |||||||||
VitaNova Partners, LLC. [Member] | ||||||||||
Number of shares issued | 55,612,837 | 55,612,837 | ||||||||
Proceeds from sale lease back | $ 6,000,000 | |||||||||
Number of beneficial feature shares purchased | 56,052,837 | |||||||||
John McKowen [Member] | ||||||||||
Number of shares issued | 29,369,230 | |||||||||
Number of shares issued to acquire | 440,000 | |||||||||
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 issued to acquire | 42,140,266 | |||||||||
Number of shares released from repurchase | 29,369,230 | |||||||||
Common Stock [Member] | ||||||||||
Number of shares issued | 20,500,000 | 35,109,000 | ||||||||
Common Stock [Member] | John McKowen [Member] | ||||||||||
Proceeds from issuance of private placement | $ 556,129 | $ 556,129 | ||||||||
Number of shares issued | 55,612,900 | 55,612,900 | ||||||||
Warrant [Member] | ||||||||||
Number of warrant issued | 55,612,900 | 55,612,900 | ||||||||
Warrant outstanding term | 2 years | 2 years | ||||||||
Warrant exercise price | $ 0.20 | $ 0.20 |
Organization and Business (De_2
Organization and Business (Details Narrative) (10 K) - USD ($) | Apr. 05, 2021 | Mar. 12, 2021 | Feb. 23, 2021 | Sep. 20, 2020 | Jul. 17, 2020 | Jul. 05, 2018 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Feb. 01, 2021 |
Proceeds from issuance of private placement | $ 205,036 | $ 351,091 | ||||||||||
Number of shares issued | 35,109,231 | |||||||||||
Number of warrant issued | 35,109,231 | |||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Subsequent Event [Member] | ||||||||||||
Number of shares issued | 20,503,600 | |||||||||||
Warrant exercise price | $ 0.20 | |||||||||||
Common stock, par value | $ 0.0001 | |||||||||||
Private Placement [Member] | ||||||||||||
Proceeds from issuance of private placement | $ 205,036 | $ 351,093 | $ 556,127 | |||||||||
Number of shares issued | 55,612,900 | |||||||||||
Number of warrant issued | 55,612,900 | |||||||||||
Warrant exercise price | $ 0.20 | |||||||||||
Private Placement [Member] | Subsequent Event [Member] | ||||||||||||
Proceeds from issuance of private placement | $ 205,036 | |||||||||||
VitaNova Partners, LLC. [Member] | ||||||||||||
Number of shares issued | 55,612,837 | 55,612,837 | ||||||||||
Proceeds from sale lease back | $ 6,000,000 | |||||||||||
Number of beneficial feature shares purchased | 56,052,837 | |||||||||||
VitaNova Partners, LLC. [Member] | Subsequent Event [Member] | ||||||||||||
Number of shares issued | 41,007,200 | |||||||||||
John McKowen [Member] | ||||||||||||
Number of shares issued | 29,369,230 | |||||||||||
Number of shares issued to acquire | 440,000 | |||||||||||
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 issued to acquire | 42,140,266 | |||||||||||
Number of shares released from repurchase | 29,369,230 | |||||||||||
Common Stock [Member] | ||||||||||||
Number of shares issued | 20,500,000 | 35,109,000 | ||||||||||
Common Stock [Member] | John McKowen [Member] | ||||||||||||
Proceeds from issuance of private placement | $ 556,129 | $ 556,129 | ||||||||||
Number of shares issued | 55,612,900 | 55,612,900 | ||||||||||
Warrant [Member] | ||||||||||||
Number of warrant issued | 55,612,900 | 55,612,900 | ||||||||||
Warrant outstanding term | 2 years | 2 years | ||||||||||
Warrant exercise price | $ 0.20 | $ 0.20 | ||||||||||
Warrant [Member] | Subsequent Event [Member] | ||||||||||||
Number of shares issued | 20,503,600 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Feb. 23, 2021 | Sep. 20, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from issuance of private placement | $ 205,036 | $ 351,091 | ||||
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 | ||||||
Number of shares issued | 35,109,231 | |||||
Warrants or options outstanding | 35,109,231 | |||||
Value of equity | $ 205,036 | $ 351,093 | ||||
Share price | $ 0.01 | $ 0.01 | ||||
Volatility [Member] | ||||||
Warrants and rights outstanding, measurement input | 865 | 8.65 | ||||
Expected Life [Member] | ||||||
Warrants and rights outstanding, term | 1 year 7 days | 1 year 7 days | ||||
Discount Rate [Member] | ||||||
Warrants and rights outstanding, measurement input | 0.37 | 0.37 | ||||
Common Stock [Member] | ||||||
Number of shares issued | 20,500,000 | 35,109,000 | ||||
Value of equity | $ 2,051 | $ 3,511 | ||||
VitaNova Partners [Member] | ||||||
Ownership percentage | 22.50% | 28.75% | 28.75% | |||
Cash held in bank | $ 65,179 | |||||
Private Placement [Member] | ||||||
Proceeds from issuance of private placement | $ 205,036 | $ 351,093 | $ 556,127 | |||
Number of shares issued | 55,612,900 | |||||
Warrants or options outstanding | 55,612,900 | |||||
Warrant exercise price | $ 0.20 | |||||
Warrant maturity date | Sep. 30, 2022 | |||||
Value of equity | $ 351,092 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) (10 K) - USD ($) | Mar. 12, 2021 | Feb. 23, 2021 | Sep. 20, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Proceeds from issuance of private placement | $ 205,036 | $ 351,091 | |||||
Due to related party | $ 83,995 | 6,514 | |||||
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 | |||||||
Number of shares issued | 35,109,231 | ||||||
Warrants or options outstanding | 35,109,231 | ||||||
Share price | $ 0.01 | $ 0.01 | |||||
Volatility [Member] | |||||||
Warrants and rights outstanding, measurement input | 865 | 8.65 | |||||
Expected Life [Member] | |||||||
Warrants and rights outstanding, term | 1 year 7 days | 1 year 7 days | |||||
Discount Rate [Member] | |||||||
Warrants and rights outstanding, measurement input | 0.37 | 0.37 | |||||
VitaNova Partners [Member] | |||||||
Ownership percentage | 22.50% | 28.75% | 28.75% | ||||
Cash held in bank | $ 65,179 | ||||||
Subsequent Event [Member] | |||||||
Number of shares issued | 20,503,600 | ||||||
Warrant exercise price | $ 0.20 | ||||||
Warrant maturity date | Sep. 30, 2022 | ||||||
Private Placement [Member] | |||||||
Proceeds from issuance of private placement | $ 205,036 | $ 351,093 | $ 556,127 | ||||
Number of shares issued | 55,612,900 | ||||||
Warrants or options outstanding | 55,612,900 | ||||||
Warrant exercise price | $ 0.20 | ||||||
Warrant maturity date | Sep. 30, 2022 | ||||||
Private Placement [Member] | Subsequent Event [Member] | |||||||
Proceeds from issuance of private placement | $ 205,036 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - $ / shares | Jul. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Feb. 01, 2021 | Dec. 31, 2019 |
Common stock, shares authorized | 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 | 215,475,502 | 194,971,866 | 626,989 | ||
Number of shares issued | 35,109,231 | ||||
VitaNova Partners, LLC. [Member] | |||||
Number of shares issued | 55,612,837 | 55,612,837 | |||
Founders, Officers and Board Members [Member] | |||||
Number of shares issued | 91,127,145 | ||||
Consultants [Member] | |||||
Number of shares issued | 12,495,700 | ||||
Outside Investors [Member] | |||||
Number of shares issued | 20,503,600 | ||||
Outside Investor [Member] | |||||
Number of shares issued | 36 | 35,109,231 |
Equity Transactions (Details _2
Equity Transactions (Details Narrative) (10 K) - USD ($) | Jul. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Feb. 01, 2021 |
Common stock, shares authorized | 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 | 194,971,866 | 626,989 | 215,475,502 | ||
Number of shares issued | 35,109,231 | ||||
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) (10 K) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2017 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||
Income tax rate | 21.00% | 35.00% | |
Deferred tax asset | $ 83,664 | $ 16,509 | |
Valuation allowance | $ 83,664 | $ 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) (10 K) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Book loss | $ (192,804) | $ (297,519) | $ (4,515) | |
Tax adjustments: None | ||||
Estimate of taxable income | $ (297,519) | $ (4,515) |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Deferred Tax Asset (Details) (10 K) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ (83,664) | $ (16,509) |
None | ||
Total cumulative deferred tax asset | (83,664) | (16,509) |
Valuation allowance | 83,664 | 16,509 |
Effective income tax asset |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Provision (Details) (10 K) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Current benefit (expense) Federal | ||||
Current benefit (expense) State | ||||
Total current | ||||
Deferred benefit (expense) Federal | 62,479 | 3,467 | ||
Deferred benefit (expense) State | 13,127 | 825 | ||
Total deferred | 76,254 | 4,292 | ||
Less: Valuation allowance | (72,254) | (4,292) | ||
Total |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective and Stated Tax Rate (Details) (10 K) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Federal | 21.00% | 35.00% |
State | 4.63% | |
Total | 25.63% |
Income Taxes - Schedule of Cumu
Income Taxes - Schedule of Cumulative Net Operating Loss Carryforward (Details) (10 K) | Dec. 31, 2020USD ($) |
Net Operating Loss Carryforward | $ 83,664 |
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 | $ 76,254 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Dec. 15, 2020 | Jul. 17, 2020 | Jul. 15, 2020 | Dec. 31, 2020 | Mar. 31, 2021 | Dec. 31, 2019 |
Due to related party | $ 83,995 | $ 6,514 | ||||
Due from related party | $ 65,179 | |||||
Number of shares issued | 35,109,231 | |||||
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% | 22.50% | 28.75% |
Related Party Transactions (D_2
Related Party Transactions (Details Narrative) (10 K) - USD ($) | Dec. 15, 2020 | Jul. 17, 2020 | Jul. 15, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 31, 2021 |
Advance from related party | $ 65,179 | $ 6,514 | ||||
Number of shares issued | 35,109,231 | |||||
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% | 22.50% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 | Apr. 05, 2021 | Mar. 12, 2021 | Jul. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Number of shares issued | 35,109,231 | ||||||
Repurchase price per share | $ 0.01 | $ 0.01 | |||||
VitaNova Partners, LLC. [Member] | |||||||
Number of shares issued | 55,612,837 | 55,612,837 | |||||
Proceeds from sale lease back | $ 6,000,000 | ||||||
VitaNova Partners, LLC. [Member] | Forecast [Member] | |||||||
Number of shares repurchased, shares | 20,503,600 | 20,503,600 | |||||
Number of shares repurchased | $ 3,000,000 | ||||||
Subsequent Event [Member] | |||||||
Number of shares issued | 20,503,600 | ||||||
Subsequent Event [Member] | RM Materials, LLC [Member] | |||||||
Number of shares issued | 61,511,800 | ||||||
Subsequent Event [Member] | VitaNova Partners, LLC. [Member] | |||||||
Number of shares issued | 41,007,200 | ||||||
Subsequent Event [Member] | VitaNova Solar Partners, LLC [Member] | |||||||
Repurchase price per share | $ 0.0001 |
Subsequent Events (Details Na_2
Subsequent Events (Details Narrative) (10 K) - USD ($) | Mar. 12, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Stock issued during the period, value | $ 205,036 | $ 351,093 | |
Number of shares issued | 35,109,231 | ||
Warrant [Member] | |||
Warrant price | $ 0.20 | $ 0.20 | |
Subsequent Event [Member] | |||
Stock issued during the period, value | $ 205,000 | ||
Number of shares issued | 20,503,600 | ||
Warrant price | $ 0.20 | ||
Warrant expiry date | Sep. 30, 2022 | ||
Subsequent Event [Member] | Warrant [Member] | |||
Number of shares issued | 20,503,600 |