Unless the context requires otherwise, references in this Form 10-Q to "we,"
"our," "us" and similar terms refer to
Note about Forward-Looking Statements
This Form 10-Q contains forward-looking statements, such as statements relating
to our financial condition, results of operations, plans, objectives, future
performance and business operations. These statements relate to expectations
concerning matters that are not historical facts. These forward-looking
statements reflect our current views and expectations based largely upon the
information currently available to us and are subject to inherent risks and
uncertainties. Although we believe our expectations are based on reasonable
assumptions, they are not guarantees of future performance and there are a
number of important factors that could cause actual results to differ materially
from those expressed or implied by such forward-looking statements, including
the risks described in Item 1A. Risk Factors in our Annual Report on Form 10-K
for the year ended
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 the Company 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
In 2021 the Company acquired four contiguous parcels of land from a related
party totaling 157 acres in
? Parcel 1 - The Company issued 95,000,000 shares of its common stock and agreed to pay$2,368,421 byDecember 31, 2022 , toGrowCo Partners 1, LLC for approximately 39 acres containing one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse. on the land. The shares were issued in book entry form onNovember 19, 2021 . The cash amount will bear interest at 6% per year fromAugust 17, 2021 , until paid. The completed greenhouse and warehouse have not been in operation since 2020. ? Parcel 2 - The Company issued 5,000,000 shares of its common stock and agreed to pay$131 , 579 byDecember 31, 2022 , toGrowCo Partners 2, LLC for 39 acres of vacant land. The shares were issued in book entry form onNovember 29, 2021 . The cash amount will bear interest at 6% per year fromAugust 17, 2021 , until paid. 12 ? Parcel 3 - The Company issued 5,000,000 shares of its common stock and agreed to pay$131 , 579 toGrowCo, Inc. byDecember 31, 2022 , for 39 acres of vacant land. The shares were issued in book entry form onNovember 29, 2021 . The cash amount will bear interest at 6% per year fromAugust 17, 2021 , until paid. ? Parcel 4 - The Company issued 15,000,000 shares of its common stock and agreed to pay$394,737 byDecember 31, 2022 , toGrowCo Partners 2, LLC for 39 acres of land with a partially completed greenhouse structure. The shares were issued in book entry form onNovember 29, 2021 . The cash amount will bear interest at 6% per year fromAugust 17, 2021 , until paid.
On the land in southern
? 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 . Estimated time to complete: eight months) and build a solar system to power the greenhouse/ warehouse (Estimated cost:$3,000,000 ) ? construct an additional 23 acres of greenhouse and associated warehouse space (Estimated cost:$45,500,000 . Estimated time to complete: 36 months), and build solar systems to power the greenhouse and warehouse facilities (Estimated cost:$6,500,000 )
The Company has a direct or indirect interest in the three entities listed above.
The Company plans to finance all or a part of the cost of retrofitting/ constructing greenhouses and warehouses and acquiring solar systems through future offering of the Company's securities, proceeds from the exercise of the Company's warrants or borrowings from private lenders.
As of
On
Mastronardi is a fourth-generation family owned company and the leading marketer
and distributor in
On
13 Results of Operations
For Three Months Ended
During the three months ended
During the three months ended
Interest expense was
The minority share of the Company's consolidate loss was
The above produced a net loss of
For Six Months Ended
During the six months ended
During the six months ended
Interest expense was
The minority share of the Company's consolidate loss was
The above produced a net loss of
Liquidity and Capital Resources
We have begun our operations relying on external investors. Since inception and
through
Our estimated capital requirements for the period ending
? General and administrative expenses$ 625,000
Payments related to the purchase of land in southeastern
? Colorado (1)$ 2,500,000
? Retrofit/expand existing greenhouses and warehouse (2)
Construction of solar system to power expanded greenhouse
? and warehouse$ 3,000,000
(1) See Footnote 3 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
14
The Company received preliminary approval from C-PACE, a
We believe with additional capital from third party investors we will have sufficient capital to meet our anticipated cash needs for at least the next twelve months.
To date we have only had limited revenue, which occurred the last six months of
2020 via a sublease of farming land. Therefore, presently operations are not
sufficient to sustain our operations without the additional sources of capital.
As of
See Note 2 of the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q for a discussion of our significant account policies.
Critical Accounting Policies
We have identified the policy below as critical to our business operations and the understanding of our results from operations.
Impairment Policy. At least once every year, management examines all of our assets for proper valuation and to determine if an impairment is necessary. In terms of real estate owned, this impairment examination also includes accumulated depreciation. Management examines market valuations and if an additional impairment is necessary, an impairment charge is recorded.
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