Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 05, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-51068 | |
Entity Registrant Name | VETANOVA INC. | |
Entity Central Index Key | 0001280396 | |
Entity Tax Identification Number | 85-1736272 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 335 A | |
Entity Address, Address Line Two | Josephine St. | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80206 | |
City Area Code | 303 | |
Local Phone Number | 248-6883 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Elected Not To Use the Extended Transition Period | true | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 466,971,489 |
Condensed and Consolidated Bala
Condensed and Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash and cash equivalents | $ 264 | $ 108,951 |
Investors receivables | 46,803 | |
Advances to VitaNova Partners – related party | 26,792 | |
Prepaid expenses | ||
Total Current Assets | 73,859 | 108,951 |
Long Term Assets | ||
Greenhouse | 3,410,000 | 3,410,000 |
Land | 90,000 | 90,000 |
Total Long Term Assets | 3,500,000 | 3,500,000 |
TOTAL ASSETS | 3,573,859 | 3,608,951 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 38,090 | 37,630 |
Interest payable | 62,874 | 7,809 |
Common shares payable | 1,000 | |
Advances from Officers | 10,817 | |
Payment due to related parties for land and greenhouse acquisition | 1,998,945 | 2,051,075 |
Bridge note payable (net of discount) | 392,986 | 219,292 |
Bridge note payable to related party (net of discount) | 149,254 | 94,519 |
Total Current Liabilities | 2,653,966 | 2,410,325 |
TOTAL LIABILITIES | 2,653,966 | 2,410,325 |
Commitments & Contingencies (Note 4) | ||
Stockholders’ Equity | ||
Common stock, $0.0001 par value, 500,000,000 shares authorized, 466,971,489 shares issued and outstanding at June 30, 2022, and 426,100,053 shares issued and outstanding at December 31, 2021 | 95,922 | 91,835 |
VitaNova Solar Partners, LLC 71,774,011 common units outstanding and 7,379,305 preferred units outstanding, 100,000,000 preferred and 100,000,000 common units authorized | 604,252 | 604,252 |
Additional paid-in capital | 22,474,618 | 20,435,134 |
Accumulated (deficit) | (22,647,291) | (20,289,120) |
Total VETANOVA INC Equity | 565,223 | 842,101 |
Non-controlling interest in a subsidiary | 354,670 | 356,525 |
TOTAL STOCKHOLDERS’ EQUITY | 919,893 | 1,198,626 |
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY | $ 3,573,859 | $ 3,608,951 |
Condensed and Consolidated Ba_2
Condensed and Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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 | 466,971,489 | 426,100,053 |
Common stock, shares, outstanding | 466,971,489 | 426,100,053 |
Vitanova solar partners, llc, common unit, outstanding | 71,774,011 | 71,774,011 |
Vitanova solar partners, llc, preferred unit, outstanding | 7,379,305 | 7,379,305 |
Vitanova solar partners, llc, preferred unit authorized | 100,000,000 | 100,000,000 |
Vitanova solar partners, llc, common unit authorized | 100,000,000 | 100,000,000 |
Condensed and Consolidated Stat
Condensed and Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Revenue | ||||
Direct cost of revenue | ||||
Gross Margin | ||||
Operating Expenses | ||||
General and administrative | 2,144,050 | 232,395 | 2,251,355 | 425,199 |
Depreciation and amortization | ||||
Total Operating Expenses | 2,144,050 | 232,395 | 2,251,355 | 425,199 |
Profit (Loss) from Operations | (2,144,050) | (232,395) | (2,251,355) | (425,199) |
Other Income (Expense) | ||||
Interest expense | (21,947) | (70,950) | ||
Total Other Income (Expense) | (21,947) | (70,950) | ||
Minority Share of Loss | 1,855 | 21,021 | 1,855 | 21,021 |
Net Profit (Loss) Before Taxes | (2,164,142) | (211,374) | (2,320,450) | (404,178) |
Income Tax (Provision) Benefit | ||||
Net Profit (Loss) | $ (2,164,142) | $ (211,374) | $ (2,320,450) | $ (404,178) |
(Loss) per Common Share - Basic | $ (0.01) | $ (0.01) | ||
(Loss) per Common Share - Dilutive | $ (0.01) | $ (0.01) | ||
Weighted Average Shares Outstanding: | ||||
Basic | 429,244,010 | 214,308,836 | 427,672,031 | 202,025,049 |
Dilutive | 429,244,010 | 214,308,836 | 427,672,031 | 202,025,049 |
Condensed and Consolidated St_2
Condensed and Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flows from Operating Activities: | ||
Net Loss | $ (2,322,305) | $ (425,109) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Amortization of debt discount | 62,687 | |
VSP common units issued for services | 2,756 | |
Stock returned that was issued for services | 2,043,572 | (233) |
Net change in operating assets and liabilities: | ||
(Increase) in receivables | (73,595) | |
Decrease (Increase) in related party receivable | (123,421) | |
Decrease in prepaid expenses | 13,401 | |
Increase (Decrease) in accounts payable and accrued expenses | 55,525 | (2,016) |
Net Cash Used in Operating Activities | (234,117) | (534,622) |
Cash Flows from Investing Activities | ||
Purchase of VSP LLC units | (4,420) | |
Net Cash Used in Investing Activities | (4,420) | |
Cash Flows from Financing Activities | ||
Reg A+ offering | 1,000 | |
Advances from related parties | 10,817 | |
Sale of VETANOVA units | 205,036 | |
Sale of VSP LLC units | 917,650 | |
Payments on Notes | (52,130) | |
Sale of convertible debt | 165,743 | |
Cash Flows from Financing Activities | 125,430 | 1,122,686 |
Net Change in Cash & Cash Equivalents | (108,687) | 583,644 |
Beginning Cash & Cash Equivalents | 108,951 | |
Ending Cash & Cash Equivalents | 264 | 583,644 |
Non-cash transactions | ||
Non-controlling interest share of loss | $ 1,855 | $ 21,021 |
Condensed and Consolidated St_3
Condensed and Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands | Common Stock [Member] | Veta Nova Solar Partners [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 68,694 | $ 298,322 | $ (314,028) | $ 52,988 | ||
Beginning balance, shares at Dec. 31, 2020 | 194,972 | |||||
Net (Loss) | (19,906,722) | (19,906,722) | ||||
Private placement - VTNA | $ 11,624 | 193,412 | 205,036 | |||
Private placement - VTNA, shares | 115,961 | |||||
VetaNova Solar Partners | 604,252 | (68,370) | 356,525 | 892,407 | ||
Return of stock issued for services | $ (233) | (233) | ||||
Return of stock issued for services. shares | (2,333) | |||||
Shares issued for services | $ 2,250 | 4,102,900 | 4,105,150 | |||
Shares issued for services, shares | 22,500 | |||||
Stock issued for asset purchases | $ 9,500 | 15,840,500 | 15,850,000 | |||
Stock issued for asset purchases, shares | 95,000 | |||||
Stock re-issued to VitaNova Partners | ||||||
Ending balance, value at Dec. 31, 2021 | $ 91,835 | 604,252 | 20,435,134 | (20,289,120) | 356,525 | 1,198,626 |
Ending balance, shares at Dec. 31, 2021 | 426,100 | |||||
Net (Loss) | (2,358,172) | (1,855) | (2,360,027) | |||
Shares issued for services | $ 4,087 | 2,039,485 | 2,043,572 | |||
Shares issued for services, shares | 40,871 | |||||
Ending balance, value at Jun. 30, 2022 | $ 95,922 | $ 604,252 | $ 22,474,619 | $ (22,647,292) | $ 354,670 | $ 919,893 |
Ending balance, shares at Jun. 30, 2022 | 466,971 |
Organization and Business
Organization and Business | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | Note 1 – Organization and Business The Company is in its development stage and, depending on available financing, intends to build and operate solar-powered, carbon-negative greenhouses utilizing Artificial Intelligence assisted technologies to control the growing environment. The Company’s revenue is expected to come from growing farm-fresh fruits and vegetables to be sold to local markets. 157 ● Parcel 1 - The Company issued 70,000,000 1,842,105 39 90,000 15,000 6 ● Parcel 2 - The Company issued 5,000,000 131,579 39 6 ● Parcel 3 – The Company issued 5,000,000 131,579 39 6 ● Parcel 4 - The Company issued 15,000,000 394,737 39 6 On the land in southern Colorado the Company plans to: ● retrofit the existing greenhouse and warehouse so that the equipment in the greenhouse and warehouse will run on solar power as opposed to utility provided electricity and propane. (Estimated cost: $ 9,500,000 eight months 3,000,000 ● construct an additional 23 45,500,000 36 months 6,500,000 The Company has a direct or indirect interest in the three entities listed above. The Company plans to finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and building solar systems through future offering of the Company’s securities, proceeds from the exercise of the Company’s warrants or borrowings from private lenders. As of June 30, 2022, the Company did not have any agreements with any person to purchase any of the Company’s securities or lend any funds to the Company. On August 4, 2021 the Company entered in an agreement with Mastronardi Produce Limited pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 Products produced from all of the Company’s greenhouses in North America. For each sale, Mastronardi will be paid a low double digit percentage of the gross price received for the sale of the products grown at the Company’s greenhouses, plus all costs incurred in the sale and distribution of such products. Mastronardi is a fourth-generation family owned company and the leading marketer and distributor in North America of tomatoes, peppers, cucumbers, berries and leafy greens. Mastronardi has an extensive and long-tenured retail network and is nationally recognized under the primary SUNSET® brand and other brands, including Campari®, Angel Sweet®, Flavor Bombs®, Sugar Bombs®, and WOW™ berries. On June 22, 2022, the Company began offering up to 300,000,000 0.03⅓ 10,000,000 0.03⅓ 0.05 1,000 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Basis of Presentation The unaudited interim consolidated financial statements, prepared using the accrual basis of accounting, included herein, have been presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2021, and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. Consolidation In January 2021, the Company formed VetaNova Solar Partners, LLC (“VSP”). VSP is authorized to issue 100,000,000 100,000,000 71,744,011 7,379,305 79,153,316 44,209,020 55.85 Cash and cash equivalents For purposes of reporting cash flows, the Company considers cash and cash equivalents to include highly liquid investments with original maturities of 90 days or less. Those are readily convertible into cash and not subject to significant risk from fluctuations in interest rates. The recorded amounts for cash equivalents approximate fair value due to the short-term nature of these financial instruments. Greenhouse and associated land See Note 1 for information concerning land and greenhouse acquired by the Company. The land and structures were acquired from a related party entity and therefore, the land and structure value were transferred at historical cost. Based on consideration paid, the Company recognized a loss of $ 5,818,537 After completing the above acquisitions, the Company commissioned an appraisal to be performed. This appraisal gave an “as-is” estimate of value at $ 3,500,000 3,673,568 Income Taxes The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company has determined the deferred tax assets and liabilities on the basis of the differences between the financial statement and tax basis of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If the Company determines that it would be able to realize deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of its position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Loss per Share Basic loss per share is computed by dividing the loss attributed to the Company’s common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. As of June 30, 2022 and December 31, 2021, the Company’s outstanding warrants were excluded from the fully diluted weighted average number of shares outstanding since the warrants would be anti-dilutive. Accounting for Equity Raise The Company recently sold common stock and warrants. Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrants to determine if the warrants are a liability or an equity instrument. The warrants in the offering qualify as equity. The warrants do not obligate the Company to repurchase its shares by transferring an asset. The warrants do not obligate the Company to settle the warrants by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuers stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants have been classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair value order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. 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 0.37 The common share value was computed by evaluating each equity raise closing date to the Company’s market stock price to the price issue, which was $ 0.01 Accounting for debt to equity conversions During the year ended December 31, 2021 and the six months ended June 30, 2022, the Company sold bridge notes which mature on September 30, 2022 0.033 0.05 0.15 ASU 2020-06 simplifies the accounting for convertible instruments. Therefore, the embedded conversion features no longer are separated from the debt with conversion features that are not required to be accounted for as derivatives under ASU 2020-06 The Company has elected to adopt this standard during the year ended December 31, 2021. |
Payment due to related parties
Payment due to related parties for land and structure purchases | 6 Months Ended |
Jun. 30, 2022 | |
Payment Due To Related Parties For Land And Structure Purchases | |
Payment due to related parties for land and structure purchases | Note 3 – Payment due to related parties for land and structure purchases On August 17, 2021, the Company acquired from a related party approximately 118 25,000,000 657,895 The issuance of the 25,000,000 0.20 5,000,000 On November 8, 2021, the Company acquired from a related party approximately 39 70,000,000 1,842,105 The issuance of the 25,000,000 0.155 10,850,000 During the quarter ended December 31, 2021, the Company has paid $ 448,925 |
Notes Payable and Advances
Notes Payable and Advances | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Notes Payable and Advances | Note 4 – Notes Payable and Advances The following is a detail of the bridge notes payable: Schedule of Bridge Notes Payable June 30, 2022 December 31, 2021 Note Principle Balance Accrued Interest Discount Principle Balance Bridge Notes $ 472,575 $ 43,059 $ 101,218 $ 235,000 Bridge Note - related party $ 217,459 $ 19,814 $ 46,576 $ 100,000 Totals $ 690,034 $ 62,874 $ 147,794 $ 335,000 Less: note discounts $ 147,794 $ 21,189 Total current notes due $ 542,240 $ 313,811 During the six months ended on June 30, 2022 and the quarter ended on December 31, 2021, the Company sold bridge notes that orginally matured on June 30, 2022. On April 30, 2022 and June 30, 2022 these notes were restructured and now have a maturity date of December 31, 2022. On or before the maturity date, the notes can be converted into shares of the Company’s common stock at a conversion price of $ 0.05 0.05 0.15 The advances from Officers and related party consists of $ 10,817 |
Equity Transactions
Equity Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Equity Transactions | Note 5 – Equity Transactions During the six months ended June 30, 2022, there was one transaction – 40,871,436 1,000 During the twelve months ended December 31, 2021 there were the following equity transactions: ● 115,961,484 ● 22,500,000 ● 95,000,000 ● 2,333,333 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 6 – Related Party Transactions As of September 30, 2021 VitaNova Partners owed the Company $ 480,578 18,521 During the three months ended June 30, 2022, the CEO of both VitaNova Partners and the Company advanced $ 10,817 On July 15, 2020, the Company and VitaNova Partners entered into a consulting agreement whereby VitaNova would provide management services to the Company. VitaNova is paid $ 456,000 38,000 19,000 On August 17, 2021, the Company acquired from a related party approximately 118 25,000,000 657,895 On November 8, 2021, the Company acquired from a related party approximately 39 70,000,000 1,842,105 During the twelve months ended December 31, 2021 there were the following equity transactions involving related parties: ● 17,621,538 ● 95,000,000 During the six months ended June 30, 2022 there were the following equity transactions involving related parties: ● VitaNova Partners invested $ 45,314 ● 40,871,436 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 7 - Subsequent Events None |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited interim consolidated financial statements, prepared using the accrual basis of accounting, included herein, have been presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, these statements reflect all adjustments, all of which are of a normal recurring nature, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2021, and notes thereto included in the Company’s annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could differ materially from those estimates. |
Consolidation | Consolidation In January 2021, the Company formed VetaNova Solar Partners, LLC (“VSP”). VSP is authorized to issue 100,000,000 100,000,000 71,744,011 7,379,305 79,153,316 44,209,020 55.85 |
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. |
Greenhouse and associated land | Greenhouse and associated land See Note 1 for information concerning land and greenhouse acquired by the Company. The land and structures were acquired from a related party entity and therefore, the land and structure value were transferred at historical cost. Based on consideration paid, the Company recognized a loss of $ 5,818,537 After completing the above acquisitions, the Company commissioned an appraisal to be performed. This appraisal gave an “as-is” estimate of value at $ 3,500,000 3,673,568 |
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 deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes. The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of its position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority. |
Loss per Share | Loss per Share Basic loss per share is computed by dividing the loss attributed to the Company’s common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted loss per share is computed by dividing the net income for the period by the weighted average number of common and potential common shares outstanding during the period. As of June 30, 2022 and December 31, 2021, the Company’s outstanding warrants were excluded from the fully diluted weighted average number of shares outstanding since the warrants would be anti-dilutive. |
Accounting for Equity Raise | Accounting for Equity Raise The Company recently sold common stock and warrants. Accounting Standards Codification (“ASC”) requires the Company to first analyze the warrants to determine if the warrants are a liability or an equity instrument. The warrants in the offering qualify as equity. The warrants do not obligate the Company to repurchase its shares by transferring an asset. The warrants do not obligate the Company to settle the warrants by issuing a variable number of shares if the monetary value of the obligation is based on a predetermined fixed amount, variation in something other than the issuers stock price, or variations inversely related to the issuers stock price. Therefore, since there is no obligation on behalf of the Company, the warrants have been classified as equity. The next step is to determine the fair value of the equity unit. The Company’s offering does not meet any of the four areas of ASC 820-10-30-3A requiring a fair value calculation; therefore, fair value equals the actual transaction value. The next step is to compute the fair value order to determine the allocation of value between the common shares and the warrants issued (ASC 815). The Company performed this calculation which gave a value of 50% to the warrant and 50% to the common shares. 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 0.37 The common share value was computed by evaluating each equity raise closing date to the Company’s market stock price to the price issue, which was $ 0.01 |
Accounting for debt to equity conversions | Accounting for debt to equity conversions During the year ended December 31, 2021 and the six months ended June 30, 2022, the Company sold bridge notes which mature on September 30, 2022 0.033 0.05 0.15 ASU 2020-06 simplifies the accounting for convertible instruments. Therefore, the embedded conversion features no longer are separated from the debt with conversion features that are not required to be accounted for as derivatives under ASU 2020-06 The Company has elected to adopt this standard during the year ended December 31, 2021. |
Notes Payable and Advances (Tab
Notes Payable and Advances (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Bridge Notes Payable | The following is a detail of the bridge notes payable: Schedule of Bridge Notes Payable June 30, 2022 December 31, 2021 Note Principle Balance Accrued Interest Discount Principle Balance Bridge Notes $ 472,575 $ 43,059 $ 101,218 $ 235,000 Bridge Note - related party $ 217,459 $ 19,814 $ 46,576 $ 100,000 Totals $ 690,034 $ 62,874 $ 147,794 $ 335,000 Less: note discounts $ 147,794 $ 21,189 Total current notes due $ 542,240 $ 313,811 |
Organization and Business (Deta
Organization and Business (Details Narrative) | 6 Months Ended | 12 Months Ended | |||
Jun. 22, 2022 USD ($) $ / shares shares | Nov. 08, 2021 USD ($) a shares | Aug. 17, 2021 USD ($) a shares | Jun. 30, 2022 shares | Dec. 31, 2021 USD ($) a ft² shares | |
Public Offering [Member] | |||||
Offering shares | shares | 300,000,000 | ||||
Offering shares, value | $ 10,000,000 | ||||
Shares issued price per share | $ / shares | $ 0.03 | ||||
Public Offering [Member] | Warrant III [Member] | |||||
Shares issued price per share | $ / shares | 0.03 | ||||
Public Offering [Member] | Warrant III & Warrant IV [Member] | |||||
Shares issued price per share | $ / shares | $ 0.05 | ||||
Greenhouse and Warehouse [Member] | |||||
Area of land | a | 23 | ||||
Estimated cost | $ 45,500,000 | ||||
Estimated time | 36 months | ||||
Estimated cost net | $ 6,500,000 | ||||
Greenhouse and Warehouse [Member] | |||||
Esimated cost | $ 9,500,000 | ||||
Estimated time | 8 months | ||||
Restructuring reserve | $ 3,000,000 | ||||
GrowCo Partners 1, LLC [Member] | |||||
Area of land | a | 39 | ||||
Offering shares | shares | 70,000,000 | ||||
Offering shares, value | $ 1,842,105 | ||||
Interest rate | 6% | ||||
GrowCo Partners 1, LLC [Member] | Greenhouse [Member] | |||||
Area of land | ft² | 90,000 | ||||
GrowCo Partners 1, LLC [Member] | Warehouse [Member] | |||||
Area of land | ft² | 15,000 | ||||
GrowCo Partners 2, LLC [Member] | |||||
Area of land | a | 39 | ||||
Offering shares | shares | 5,000,000 | ||||
Offering shares, value | $ 131,579 | ||||
Interest rate | 6% | ||||
GrowCo, Inc [Member] | |||||
Area of land | a | 39 | ||||
Offering shares | shares | 5,000,000 | ||||
Offering shares, value | $ 131,579 | ||||
Interest rate | 6% | ||||
GrowCo Partners 2, LLC [Member] | |||||
Area of land | a | 39 | ||||
Offering shares | shares | 15,000,000 | ||||
Offering shares, value | $ 394,737 | ||||
Interest rate | 600% | ||||
Related Party [Member] | |||||
Area of land | a | 39 | 118 | 157 | ||
Offering shares | shares | 70,000,000 | 25,000,000 | |||
Offering shares, value | $ 10,850,000 | $ 5,000,000 | |||
Investor [Member] | |||||
Offering shares | shares | 40,871,436 | ||||
Investor [Member] | Public Offering [Member] | Minimum [Member] | |||||
Offering shares, value | $ 1,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2021 | Jun. 30, 2022 | Jan. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Common stock, shares authorized | 500,000,000 | 500,000,000 | |
Common unit outstanding | 71,774,011 | 71,774,011 | |
Common stock, shares outstanding | 426,100,053 | 466,971,489 | |
Share price | $ 0.01 | ||
Debt conversion price | $ 0.05 | $ 0.05 | |
Bridge Loan [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Debt maturity date | Sep. 30, 2022 | Sep. 30, 2022 | |
Debt conversion price | $ 0.033 | $ 0.033 | |
Bridge Loan [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Debt conversion price | 0.05 | 0.05 | |
Bridge Loan [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Debt conversion price | $ 0.15 | $ 0.15 | |
Measurement Input, Price Volatility [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrants and rights outstanding, measurement input | 865 | ||
Measurement Input, Expected Term [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrants and rights outstanding, term | 1 year 7 days | ||
Measurement Input, Expected Term [Member] | US Treasury Securities [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrants and rights outstanding, term | 5 years | ||
Measurement Input, Discount Rate [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Warrants and rights outstanding, measurement input | 0.37 | ||
Greenhouse and Associated Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Loss on sale of business | $ 5,818,537 | ||
Estimated value | $ 3,500,000 | ||
Impairment of acquired assets | $ 3,673,568 | ||
Veta Nova Solar Partners, LLC. [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Common stock, shares authorized | 100,000,000 | ||
Vitanova solar partners, llc, preferred unit authorized | 100,000,000 | ||
Common unit outstanding | 71,744,011 | ||
Preferred unit outstanding | 7,379,305 | ||
Shares outstanding | 79,153,316 | ||
Common stock, shares outstanding | 44,209,020 | ||
Ownership percentage | 55.85% |
Payment due to related partie_2
Payment due to related parties for land and structure purchases (Details Narrative) | 3 Months Ended | |||
Nov. 08, 2021 USD ($) a $ / shares shares | Aug. 17, 2021 USD ($) a $ / shares shares | Dec. 31, 2021 USD ($) a | Jun. 30, 2022 $ / shares | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Payments to related parties in connection with land acquisitions | $ 448,925 | |||
Share price | $ / shares | $ 0.01 | |||
Related Party [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Area of land | a | 39 | 118 | 157 | |
Common stock shares issued during period | shares | 70,000,000 | 25,000,000 | ||
Payments to related parties in connection with land acquisitions | $ 1,842,105 | $ 657,895 | ||
Share price | $ / shares | $ 0.155 | $ 0.20 | ||
Common stock shares issued during period, value | $ 10,850,000 | $ 5,000,000 | ||
Shares issued | shares | 25,000,000 |
Schedule of Bridge Notes Payabl
Schedule of Bridge Notes Payable (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Short-Term Debt [Line Items] | ||
Principle balance | $ 690,034 | $ 335,000 |
Accrued Interest | 62,874 | |
Discounts | 147,794 | 21,189 |
Total current notes due | 542,240 | 313,811 |
Bridge Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principle balance | 472,575 | 235,000 |
Accrued Interest | 43,059 | |
Discounts | 101,218 | |
Bridge Notes - Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Principle balance | 217,459 | $ 100,000 |
Accrued Interest | 19,814 | |
Discounts | $ 46,576 |
Notes Payable and Advances (Det
Notes Payable and Advances (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | ||
Debt instrument maturity date description | During the six months ended on June 30, 2022 and the quarter ended on December 31, 2021, the Company sold bridge notes that orginally matured on June 30, 2022. On April 30, 2022 and June 30, 2022 these notes were restructured and now have a maturity date of December 31, 2022. | |
Debt conversion price | $ 0.05 | $ 0.05 |
Advances from Officers | $ 10,817 | |
Chief Executive Officer [Member] | ||
Debt Instrument [Line Items] | ||
Advances from Officers | $ 10,817 | |
Bridge Loan [Member] | ||
Debt Instrument [Line Items] | ||
Debt conversion price | $ 0.033 | $ 0.033 |
Bridge Loan [Member] | Minimum [Member] | ||
Debt Instrument [Line Items] | ||
Debt conversion price | 0.05 | 0.05 |
Bridge Loan [Member] | Maximum [Member] | ||
Debt Instrument [Line Items] | ||
Debt conversion price | $ 0.15 | $ 0.15 |
Equity Transactions (Details Na
Equity Transactions (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | ||||
Reg A+ offering subscription received | $ 1,000 | $ 1,000 | ||
Consultants [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares returned | 2,333,333 | |||
Service [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares issued for services | 22,500,000 | |||
Land and Structure Purchases [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares issued | 95,000,000 | |||
Investor [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares issued | 40,871,436 | |||
Outside Investors [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ||||
Number of shares issued | 115,961,484 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Nov. 08, 2021 USD ($) a shares | Aug. 17, 2021 USD ($) a shares | Dec. 15, 2020 USD ($) | Jul. 15, 2020 USD ($) | Dec. 31, 2021 USD ($) a | Jun. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) a shares | Sep. 30, 2021 USD ($) | |
Related Party Transaction [Line Items] | ||||||||
Advances from Officers | $ 10,817 | |||||||
Repayments of related party debt | $ 448,925 | |||||||
Land and Structure Purchases [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | shares | 95,000,000 | |||||||
VitaNova Partners LLC [Member] | Consulting Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Management services | $ 19,000 | $ 456,000 | ||||||
Monthly installment | $ 38,000 | |||||||
Chief Executive Officer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Advances from Officers | 10,817 | |||||||
John McKowen [Member] | Common Stock [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | shares | 17,621,538 | |||||||
VitaNova Partners LLC [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due to related party | $ 480,578 | |||||||
Advances to partners | 18,521 | |||||||
Proceeds from Issuance of Debt | $ 45,314 | |||||||
Related Party [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Area of land | a | 39 | 118 | 157 | 157 | ||||
Number of shares issued | shares | 70,000,000 | 25,000,000 | ||||||
Repayments of related party debt | $ 1,842,105 | $ 657,895 | ||||||
Investor [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Number of shares issued | shares | 40,871,436 |