United States securities and exchange commission logo
February 26, 2021
John McKowen
Chief Executive Officer
VetaNova Inc.
335 A Josephine St.
Denver, CO 80206
Re: VetaNova Inc.
Registration
Statement on Form 10-12G
Filed February 1,
2021
File No. 000-51068
Dear Mr. McKowen:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments.
Registration Statement on Form 10-12G
Item 1. Business, page 4
1. We note your disclosure
on page F-15 that you did not maintain your own bank
account during the
years ended December 31, 2018 and 2019 and the nine months ended
September 30, 2020, and
that "[m]anagement plans to open a separate account for [you];
however, stringent
banking laws are making even a hemp-only-based business difficult to
open." To the extent
you engage or intend to engage in any hemp-based business, please
revise your business
description to discuss such operations.
Item 1A. Risk Factors.
Risks Relating to our Business, page 5
2. In light of the recent
coronavirus (COVID-19) pandemic, please include risk factor
disclosure related to
the potential impact of COVID-19 to your business. For guidance,
John McKowen
FirstName LastNameJohn McKowen
VetaNova Inc.
Comapany26,
February NameVetaNova
2021 Inc.
February
Page 2 26, 2021 Page 2
FirstName LastName
consider the Division of Corporation Finance's Disclosure Guidance
Topics Nos. 9 & 9A,
available on our website.
Risks Relating to Our Common Stock, page 5
3. We note your CEO, John McKowen, holds 48% of your outstanding shares
of common
stock. We further note that Mr. McKowen is also the CEO and director
of VitaNova
Partners, LLC, a related party who separately holds 30% of your
outstanding shares.
Please include a risk factor addressing Mr. McKowen's voting control
over the company
and related conflicts of interest.
Our common stock trades on the OTC Bulletin Board, which may make it more
difficult for you
to resell shares, page 6
4. Please revise this risk factor as it appears that your common stock is
quoted only on the
OTC Pink marketplace. In this regard, we note your disclosure on pages
4 and 9.
Item 2. Financial Information, page 7
5. Revise your disclosure to provide Management s Discussion and
Analysis of Financial
Condition and Results of Operations. Refer to Rule 303 of Regulation
S-K.
Item 4. Security Ownership of Certain Beneficial Owners and Management, page 7
6. Your disclosure indicates that VitaNova Partners LLC owns 56,052,837
shares of your
common stock, which represents 30% of your common stock based on
186,991,576 shares
outstanding as of January 15, 2021. Please revise your security
ownership table to include
VitaNova Partners LLC's holdings and to disclose the natural persons
or persons who
directly or indirectly exercise sole or shared voting or investment
control over these
shares. Refer to Item 403 of Regulation S-K and Exchange Act Rule
13d-3.
Item 5. Directors and Executive Officers., page 8
7. Please expand Ms. Lowe's biographical information to include her
business experience
and principal occupations and employment during the past five years.
See Item 401(e) of
Regulation S-K.
Item 6. Executive and Director Compensation, page 8
8. Please revise your disclosure to provide executive compensation
information for your
most recent completed fiscal year. Refer to Item 402 of Regulation
S-K.
Item 10. Recent Sales of Unregistered Securities, page 10
9. Please revise your disclosure to provide the dates of sale of the
securities and the
applicable exemptions from registration. In addition, please name the
purchasers or
identify the class of persons to whom the 35,109,194 shares and
warrants were sold.
Refer to Item 701 of Regulation S-K
John McKowen
FirstName LastNameJohn McKowen
VetaNova Inc.
Comapany26,
February NameVetaNova
2021 Inc.
February
Page 3 26, 2021 Page 3
FirstName LastName
Financial Statements
General, page F-1
10. Please update your financial statements in accordance with Rule
3-12(d) of Regulation S-
X. Please note that as an Emerging Growth Company that is not a
Smaller Reporting
Company you are required to include audited financial statements for
your three most
recent fiscal years. If you qualify and intend to report as a Smaller
Reporting Company,
please check the box on the cover page of the Form 10 so indicating.
In that case, update
your financial statements in accordance with Rule 8-08(b) of
Regulation S-X and include
audited financial statements for at least your two most recent fiscal
years.
Condensed Balance Sheets
Trust account funds, page F-11
11. We note your disclosure in Note 2, under the caption Trust account
funds , on page F-15
that during the years ended December 31, 2018 and 2019 and the nine
months ended
September 30, 2020 you did not maintain your own bank account, that
bank transactions
were entered into through an account owned and operated by VitaNova
Partners,
and therefore your cash is labeled as trust account funds. Please tell
us, and revise your
disclosures to clarify, whether all amounts labeled as Trust account
funds are held in a
Trust account for your benefit with VitaNova Partners serving as
Trustee, or not. If not, it
appears you should revise the label to a more accurate caption,
possibly Due from Related
Party, to avoid the implication that such amounts are held in a Trust
account. You should
also revise your statements of cash flows to similarly reflect these
amounts in accordance
with their nature, as appropriate.
Condensed Statement of Operations, page F-12
12. You disclose in Note 2 on page F-16 under the caption Accounting
for leases that you
recognized revenue of $7,875 from the sublease at a monthly rate of
$2,750 of farmland
leased by you. Based on your disclosure in Note 5 on page F-10 your
cost to lease this
property is $5,250 per month. Please revise your statement of
operations to reflect your
lease cost associated with the portion of this property subleased to a
third party as a direct
cost of the related lease revenue, or explain why you believe no
revision is necessary.
Statement of Changes in Stockholders Equity, page F-14
13. You disclose in Note 3 on page F-17 that you sold 16,168,485 units for
$0.01 per unit,
each unit consisting of one share of your common stock and one warrant
to purchase a
share of common stock to outside investors and raised $161,685. Please
revise your
financial statements to allocate the total capital raised between the
warrants and the
common stock with the warrants recognized at fair value and the common
stock
recognized at the amount of proceeds not allocated to the warrants.
Refer to ASC 470-20-
25-2. Additionally, tell us why you recorded incremental cash proceeds
of $14,644
related to the warrants on your cash flow statement. In this regard,
your cash flow
John McKowen
FirstName LastNameJohn McKowen
VetaNova Inc.
Comapany26,
February NameVetaNova
2021 Inc.
February
Page 4 26, 2021 Page 4
FirstName LastName
statement reflects total unit proceeds of $176,329 which does not
agree with your footnote
disclosure on page F-17.
Note 6 Subsequent Events, page F-17
14. In various places in your filing, you appear to include inconsistent
disclosures related to
stock issuances. For example, you disclose under this footnote that
you authorized the
issuance of shares to VitaNova Partners LLC and to three individuals,
including certain
executives, on December 3, 2020, totaling in the aggregate 151,695,392
of your common
shares. However, disclosure under Note 7 on page F-10 appears to
indicate that
124,483,121 of these common shares were issued on June 19, 2020.
Review and revise
your disclosure throughout the filing to provide clear, complete and
consistent disclosure
regarding the material terms of all stock issuances, including the
dates on which all shares
were issued and the nature and amount of consideration received or to
be received.
15. Disclosure in Note 6 on page F-17 indicates that two-thirds of the
shares issued to Mr.
McKowen and Ms. Lowe are subject to clawback. However, disclosure
under Item 7 on
pages 8 and 9 indicates that 50% of the shares issued to Mr. McKowen
and Ms. Lowe are
subject to repurchase by VetaNova at a price of $0.0001 per share if
the Warrant
Performance Metric is not satisfied and the other 50% of such
shares are subject to
repurchase at such price if the Secondary Performance Metric is
not satisfied. Review
and revise your disclosure throughout the filing to provide clear,
complete and consistent
disclosure regarding the repurchase or clawback provisions applicable
to these shares.
Exhibits
16. Please file the consulting agreement you entered into with VitaNova on
July 15, 2020
for management services, including the amendments entered thereto on
each of September
15, 2020 and December 15, 2020, and the agreements governing the
restricted shares
issued to each of Mr. McKowen and Ms. Lowe that are subject to
repurchase if certain
performance metrics are not satisfied.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Sondra Snyder, Staff Accountant, at 202-551-3332 or
Robert Babula,
Staff Accountant, at 202-551-3339 if you have questions regarding comments on
the financial
statements and related matters. Please contact Irene Barberena-Meissner, Staff
Attorney, at 202-
551-6548 or Karina Dorin, Staff Attorney, at 202-551-3763 with any other
questions.
Sincerely,
John McKowen
VetaNova Inc.
February 26, 2021
FirstName
Page 5 LastNameJohn McKowen
Comapany NameVetaNova Inc.
Division of Corporation Finance
February 26, 2021 Page 5 Office of Energy & Transportation
FirstName LastName