Overview

The Company is in its development stage and intends to build and operate solar-powered, carbon-negative greenhouses utilizing Artificial Intelligence assisted technologies to control the growing environment if it can obtain financing. The Company's revenue is expected to come from growing farm-fresh fruits and vegetables to be sold to local markets.

The Company intends to produce farm-fresh fruits and vegetables for local delivery in historically productive agricultural regions with high solar indexes and close to large urban areas of the United States, such as the Front Range of Colorado and Central Valley of California.





Results of Operations



Year Ended December 31, 2020

During the year ended December 31, 2019 we did not generate any revenue. During the year ended December 31, 2020, we recognized revenues from sub-leasing operations of $13,125. For the twelve months ended December 31, 2020, we recognized a direct cost of revenue of $13,125.

During the year ended December 31, 2020, expenses from operations were $297,519 compared to $4,515 for the year ended December 31, 2019. The increase in expenses was primarily due to higher general and administrative expenses resulting from the efforts to prepare us to become a fully reporting company with the SEC.





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Year Ended December 31, 2021

For the twelve months ended December 31, 2021, the Company had no revenues. During this period the Company recognized $5,078,065 in general and administrative expenses, $14,850,000 loss from land and structures acquisitions and $47,027 in interest expense. This produced a loss of $19,906,722, of which $68,370 was attributable to minority ownership; therefore, the Company's shareholders recorded a $19,906,722 loss.

Liquidity and Capital Resources

We have not yet begun operations. Since inception and through December 31, 2021, we have raised $2,497,452 from insiders, including John McKowen, the Company CEO and Chairman.

On August 17, 2020, VitaNova Partners, LLC agreed to provide us with a $1,000,000 line of credit. Amounts drawn on the line of credit bear interest at 6% per year. We have not drawn on this line of credit as of the date of this report.

Our sources and (uses) of cash for the periods presented were:





                                  Year ended      Year ended
                                  12-31-2021      12-31-2020

Cash Used in Operations           $  <913,381 >   $  <351,091 >

Purchase of Units from
VitaNova Solar Partners, LLC           <4,420 >             -

Sale of common stock and
warrants                              214,611         351,091

Sale of Units by VitaNova Solar
Partners, LLC                         962,422               -

Payoff due to related party          <448,925 >             -

Sale of Convertible Debt              308,200               -




Capital Requirements

Our estimated capital requirements for the period ending December 31, 2022 are:





    ?   General and administrative expenses                       $        625,000
    ?   Payments related to the purchase of land in               $      2,500,000
        southeastern Colorado (1)
    ?   Retrofit/expand existing greenhouse and warehouse (2)     $      9,500,000
    ?   Construction of solar system to power expanded            $      3,000,000
        greenhouse and warehouse

(1) See Item 1 of this report regarding payments we are required to make in connection with the purchase of these properties.

(2) Represents the costs to retrofit and expand an existing greenhouse and warehouse we acquired in southern Colorado. See Item 1 of this report for information concerning our plans to pay these costs.





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Significant Accounting Policies

See Note 2 to the December 31, 2021 Financial Statements included as part of this report for a discussion of our significant accounting policies.





Impairment Policy

At least once every year, management examines all our assets for proper valuation and to determine if an impairment is necessary. In terms of real estate owned, this impairment examination also includes the accumulated depreciation. Management examines market valuations and if an additional impairment is necessary for lower of cost or market, then an impairment charge is recorded.





Contractual Obligations

As of December 31, 2021, we did not have any material capital commitments.

Significant Accounting Policies

For a discussion of our significant accounting policies please see Note 2 to the audited financial statements included as part of this report.





Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting period. As a result, management is required to routinely make judgments and estimates about the effects of matters that are inherently uncertain. Actual results may differ from these estimates under different conditions or assumptions. The following discussion pertains to accounting estimates management believes are most critical to the presentation of our financial position and results of operations that require management's most difficult, subjective, or complex judgments.

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