The truth about Plant Ranch's future.
This true story began on December 23, 2021, when Mike Simms and Carmen Santillan decided not to accept $400,000 in investment money and put the company out of business.
Founding partners: Mike Simms, Carmen Santillan and Gary Huerta
Written by Gary Huerta - Founding partner and 1/3 owner
For almost 10 months, I have received calls and queries from customers, restaurants, stores and investors asking when Plant Ranch will be available. And with very few exceptions, the only answer I have given is, "I'm not sure and I hope soon."
Until now, I have only discussed specifics of our business with three people, two of whom are family members, because I firmly believe social media venting is a pandemic. But this is not venting. This is answering the questions about our business honestly.
So here is what happened to Plant Ranch as well as what continues to transpire at Cena Vegan.
My Request for Judicial Dissolution, my declaration, and exhibits, which I filed against Mike Simms and Carmen Santillan, can be read by clicking here.
My hope is the two companies I co-founded will be put in the capable hands of people who can take Plant Ranch and Cena Vegan to the next level. More than anything, I'd love for people across the country to once again have the opportunity to enjoy our plant-based proteins.
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THE TRUTH ABOUT PLANT RANCH
On December 13, 2021, after nearly 12 months of developing and presenting pitches for Plant Ranch, my efforts were rewarded by two investors, Big Idea Ventures and Soundboard Ventures, each willing to invest a total of $400,000 in seed capital so Plant Ranch could finally scale up and realize our dream of selling products nationally to restaurants and stores. In exchange for the funding, the investors had two requests.
Plant Ranch needed to add seats to our Board of Directors. Or my business partners needed to give up one of theirs. The investors feared that Mike and Carmen, a husband and wife majority voting block, could potentially make majority decisions that could disrupt business in favor of their own interests.
Mike Simms and Carmen Santillan should return 5% of their shares in Plant Ranch because:as corporate executives, they were managing Cena Vegan and their focus was not 100% dedicated to the business. The reason I was not asked to return 5% of my shares was because I stopped managing Cena Vegan in March of 2021 to focus my attention on being CEO of Plant Ranch.
Furthermore, the shares returned by Simms and Santillan would be used to attract additional, talented, experienced executives to help grow the business. Plant Ranch still needed what corporations call a C-Suite: A Chief Operating Officer, Chief Financial Officer, and Chief Marketing Officer – and if they were good, they’d demand shares. And ultimately, the investors saw this as a way to secure their money.
Before discussing this delicate matter of shares with Mike and Carmen, I spoke with mentors, other plant-based CEOs, our attorney, and members of our advisory board about the requests. Every person agreed, both requests were absolutely normal demands made by investors.
As the Plant Ranch corporate bylaws demand, I called a Board meeting to discuss the details of the investment, the valuation of the business set at $4 Million, and the two investor requests. After that, we’d vote. And after that, I fully believed we would celebrate this giant leap for our business and the goals we had been working on for more than five years.
At the Board meeting on December 23rd, the agenda called for us to vote on whether to accept the investment. A no brainer, really. The investors were willing to put a $4 Million valuation on the business, even though the cash flow projections I gave them indicated we were operating at a slight loss each month. The generous valuation was based on our future potential, after scale-up. Again, a normal, common practice.
The day of the Board meeting, I remember thinking, “It’s the day before Christmas and we are going to have the money to scale up. Roll into the new year. We did it!”
That’s when everything went off the rails, exploding into the world's largest dumpster fire. The entire meeting was 41 minutes in length, which I recorded because Mike was already failing in his duties as Secretary to properly document meetings. Here are the highlights:
To start the board meeting, Mike told me that he and Carmen were not going to vote on accepting the investors money and terms. Instead, and completely out of left field, they were voting as majority shareholders to remove me as CEO of Plant Ranch. Their only reasons for my removal were:
They didn’t agree with my firing our attorney, Ken Freundlich (which I had the right to do as CEO after discovering multiple conflicts of interest)
They didn’t like my taking sides with the investors regarding their returning 5% of their shares back to the employee pool.
In their words, this was a "pause" on the business in order for me to decide how to proceed because they didn't want to work with me. Mike set another Board meeting for January 31, at which time I could present a plan to sell my shares or buy them out or come up with something else. Mike even suggested that maybe I would run Plant Ranch and they would run Cena Vegan - not a bad suggestion.
According to Mike, he didn't want to be in the plant-based protein business, didn't like it, and had felt that way for months. About 23 minutes in, Mike also said he wanted to, "shoot me in the head".
NOTE: I have been in thousands of meetings during my 13 years in the Fortune 100 and I have witnessed some weird shit. But I have never heard one executive make a death threat to another.
Mike also complained that it felt like the investors didn't know who he was, which was utterly bizarre. As part of the four month due diligence process with Soundboard Ventures, he filled out a highly detailed personality profile, which they analyzed and reviewed with all of us. And, Mike had just taken part in a 20-week business accelerator program with Big Idea Ventures. The truth is that Mike asked to be Co-CEO and when I presented it to the investors they said no.
I explained why I fired Ken Freundlich, citing a number of valid reasons. And as far as the returning of their shares went, I very clearly explained, in writing, prior to the meeting, how our CPA could redistribute shares with no one having to give up any equity.
The day after the incredible events of the Board Meeting, on Christmas Eve, I had to tell the investors what transpired. Both were shocked. Stunned. Saddened. They believed in Plant Ranch and wanted to help grow the business. Their teams were in the middle of helping Plant Ranch scale up production. I had gone through a four-month due diligence process with Soundboard Ventures. The relationship with Big Idea Ventures was 12 months in. They had already invested $160K. I had earned their confidence on behalf of the business.
The irony that should not be lost is: Mike and Carmen did exactly what the investors feared. They formed a voting block and tore the business to shreds impulsively and for their own self interests.
It took my attorney less than two weeks to present a fair offer to move both businesses forward. They refused. And they never did have a board meeting on January 31 to discuss.
In January of 2022 I was still running much of Plant Ranch because Mike and Carmen would not. Or could not. In fact, there were a lot of things they did not do:
They never reached out to the investors to explain what they had done.
They never attempted to secure the $400,000 despite being aware of the company's financial obligations.
They never identified a plan to move the business forward without a CEO.
They never looked for investment money to keep the business alive.
In January, I also managed to get an opportunity for us to appear on Shark Tank, they refused.
In March, during mediation, they offered me the ludicrous amount of $30,000 for my 1/3 interests in both companies. I refused because:
Cena Vegan is currently grossing somewhere near $2 million per year.
Investors placed a a valuation of $4 Million on Plant Ranch in December.
In April, another investor offered to invest as much as $1,000,000 and reorganize the businesses with Mike and Carmen operating Cena Vegan and me operating Plant Ranch - just as Mike suggested in the board meeting. But they refused.
Do these look like the actions of two people who want a business to succeed? In my opinion, based on 13 years of Fortune 100 experience, it does not.
In April, Carmen informed me they were closing Plant Ranch because it is not making any money. My thought?
“I had investors willing to give us $400,000. By now, we would have scaled up production, grown our brand awareness, been in national distribution, and likely would have had more investors on board so we could realize our goal of raising a total of $2 Million in seed capital. Plant Ranch would have been moving towards the Series A raise, where we would have sought another $10 Million. Instead, you got rid of me as CEO, refused every offer to move forward and did nothing to execute another way to operate the business.
Now you two are going to shut it down. Brilliant! You are business wizards!"
In May, they made good on their threat, telling customers we are not producing any more products and firing all the employees. The manufacturing equipment, truck and other physical assets belonging to the company vanished.
Just prior to ceasing sales, they opened a second kitchen in order to continue producing Plant Ranch proteins exclusively for Cena Vegan.
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THE TRUTH ABOUT CENA VEGAN
In addition to the dysfunction at Plant Ranch, Mike and Carmen continue to deny my rights as a Member and compensate me as an owner. In January, they transferred $200,000 out of the business bank account and moved it to a new bank account, which Carmen opened without my knowledge. I had to find this out from the bank, which also informed me they made no cash deposits between July 2021 and January 2022, even though the business participated in as many as 75 cash events during that time.
For over a year, I have asked for financial documents to verify Cena Vegan income and owner draws, which is my right as a 1/3 owner of that business. They have only delivered partial information, hiding the critical documents that would conclusively verify gross sales.
Since I stopped managing Cena Vegan, the company has participated in over 200 events including Coachella and other multi day concert events. Does anyone out there believe Mike and Carmen are not making money? As a 1/3 owner, I am entitled to the exact same amount.
Mike and Carmen are using money from the Cena Vegan bank accounts to pay their attorneys, which means I am paying 1/3 of their attorney fees.
A few weeks ago, one of their attorneys forwarded a settlement offer to buy out my interests in Cena Vegan, asking that I accept without a formal valuation or an accounting for what appears to be a considerable sum of missing cash from events including multi-day concerts. My answer was…oh wait, I didn't answer. I just laughed!
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SO WHAT'S NEXT?
In November, I will be in court asking for the sale of both businesses. When I prevail, Cena Vegan and Plant Ranch will be sold with the proceeds divided equally among the three of us. It is my hope the new owners will bring the products back in stores and on menus.
In two weeks, Mike and Carmen will have to respond to my attorney’s Request for Admissions, which contains 96 questions for each of them to answer. My top ten favorites are:
Admit that YOU have not fully disclosed all cash revenues earned by Cena Kitchen, LLC
Admit that as a condition to investing, Big Idea Ventures requested that Plant Ranch, Inc. add seats to the Board of Directors because they were concerned about a husband and wife voting block that could potentially interfere with the CEO’s ability to lead the business.
Admit that prior to removing Gary Huerta as Chief Executive Officer of Plant Ranch, Inc., YOU did not discuss with Gary Huerta any potential problems with his performance.
Admit that prior to removing Gary Huerta as Chief Executive Officer of Plant Ranch, Inc., YOU had not prepared a written business plan concerning continued operations of Plant Ranch, Inc.
Admit that prior to removing Gary Huerta as Chief Executive Officer, all investors had faith in Gary Huerta’s ability to act as Chief Executive Officer.
Admit that prior to removing Gary Huerta as Chief Executive Officer, no milestones were developed to ensure the continued successful operation of Plant Ranch, Inc.
Admit that during the Board Meeting on December 23, 2021, YOU made a threat of physical violence against Gary Huerta.
Admit that since removing Gary Huerta as Chief Executive Officer, YOU never developed or shared any strategic plans or cash flow forecasts with shareholders or investors.
Admit that YOU transferred $200,000 from the bank account of Cena Kitchen, LLC for an improper purpose.
Admit that the location of cash collected from at least one event Cena Kitchen, LLC participated in between July 1, 2021 and January 1, 2022 has not been disclosed to Gary Huerta.
I have also demanded Mike and Carmen produce all documents pertaining to this matter.
Subpoenas are being drafted and will go out on Monday, September 26. There is a list of over 40 individuals, investors, concert and event promoters, current and former employees, and independent contractors associated with both businesses.
A UCC-1 has been filed asking the court to reimburse me for monies I invested and for an accounting of assets seized by Mike and Carmen.
I put my heart and soul into Plant Ranch and Cena Vegan for more than five years. From the very beginning, the goal was to show people how delicious and easy it is to enjoy a plant-based lifestyle without compromise. I stopped managing Cena Vegan because one of the three partners had to focus fully on Plant Ranch, the investors were demanding it, and Mike and Carmen were unwilling to do so. The investors had confidence in our business and me acting as CEO. It was my idea to form both businesses. I wrote the original brand plan, got us into an esteemed business accelerator program, got the investment lined up, developed the presentation decks, the due diligence documents, the org charts, the go-to-market budget and marketing strategies, managed the finances, payroll, taxes, I onboarded a sales team, the marketing team, found our COO, and a whole lot more. Investors were interested in the unique market opportunity and cash flow forecasts I identified.
In addition to the sweat equity, I put in real cash. At the time of the Board meeting, Plant Ranch owed me nearly $70,000. $30,000 of that was on a credit card, which I personally guaranteed. Mike and Carmen abandoned the credit card, leaving it for me to pay or have my credit damaged.
Less than 60 days before saying they wanted me out, I lent the company $20,000 while Mike and Carmen sat on their hands. As Mike admitted in the Board Meeting, he and Carmen had been thinking of ending Plant Ranch for months, yet they allowed me to continue lending the business money. I will never forget Carmen smiling and thanking me when I told them I was putting more money into the bank to cover expenses.
To me, nothing says more about, "my best friends" than this.