UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)
☒		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the period ended September 30, 2021
		For the period ended March 31, 2022
☐		TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 000-51068

VETANOVA INC.

(Exact name of registrant as specified in its charter)

Nevada

85-1736272

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

335 A Josephine St. Denver CO		80206
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number (303) 248-6883

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, every Interactive Data file required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Act:

☐ Large Accelerated Filer	☐ Accelerated Filer
☒ Non-accelerated Filer	☒ Smaller reporting company
	☒ Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~May 123, ~~2021~~2022, there were ~~409~~426,~~276~~100,~~164~~053 outstanding shares of the registrant’s ~~Common~~common ~~Stock that were outstanding~~stock.

VETANOVA INC

QUARTELRY report on form 10-Q

QUARTER ended September 30, 2021

TABLE OF CONTENTS

PART I FINANCIAL INFORMATION
Item 1.	Interim Condensed and Consolidated Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition or Plan of Operation	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13
Item 4.	Controls and Procedures	13
PART II OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1a.	Risk Factors	14
Item 6.	Exhibits	14
SIGNATURES		15

PART I – FINANCIAL INFORMATION

Item 1. Interim Condensed and Consolidated Financial Statements

VETANOVA INC

Interim Condensed and Consolidated Financial Statements

For the Period Ended ~~September~~March 3031, ~~2021~~2022

Balance Sheets as of September 30, 2021 (unaudited) and December 31, 2020 (derived from audit)	4
Balance Sheets as of March 31, 2022 (unaudited) and December 31, 2021 (derived from audit)	3
Statements of Operations for the Three Months and Nine Months ended September 30, 2021 (unaudited) and September 30, 2020 (unaudited)	5
Statements of Operations for the Three Months ended March 31, 2022 (unaudited) and March 31, 2021 (unaudited)	4
Statements of Cash Flows for the Nine Months ended September 30, 2021 (unaudited) and September 30, 2020 (unaudited)	6
Statements of Cash Flows for the Three Months ended March 31, 2022 (unaudited) and March 31, 2021 (unaudited)	5
Statements of Changes in Stockholders’ Equity for the Nine Months ended September 30, 2021 and September 30, 2020 (unaudited)	7
Statements of Changes in Stockholders’ Equity for the Three Months ended March 31, 2022 and March 31, 2021 (unaudited)	6
Notes to the Unaudited Financial Statements	87

VETANOVA INC

Condensed and Consolidated Balance Sheets

ASSETS
	As of
	Sept 30, 2021 (Unaudited)			Dec 31, 2020 (Derived from audit)
	March 31, 2022 (Unaudited)			Dec 31, 2021 (Audited)
ASSETS
Current Assets
Cash and cash equivalents	$	8746,~~798~~168		$	-108,951
Prepaid expenses		83-			~~13,734~~-
Due from related party - VitaNova Partners LLC		480,578			51,179
Total Current Assets		46,168			108,951
Total Current Assets		568,459			64,913
Long Term Assets
Land		300,000			-
Greenhouse		3,410,000			3,410,000
Total Long Term Assets		300,000			-
Land		90,000			90,000
TOTAL ASSETS	$	868,459		$	64,913
Total Long Term Assets		3,500,000			3,500,000
TOTAL ASSETS	$	3,546,168		$	3,608,951
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1027,~~000~~795		$	-37,630
Interest payable		453,~~934~~015			117,~~925~~809
Common stock payable		5,000,000			-
Payment due to related parties for land and greenhouse acquisition		1,998,945			2,051,075
Total Current Liabilities		5,014,934			11,925
Bridge notes payable		280,536			219,292
Payment due to related parties for land purchases		657,895			-
Bridge notes payable to related party (net of discount)		143,559			94,519
TOTAL LIABILITIES		5,672,829			11,925
Total Current Liabilities		2,503,850			2,410,325
Commitments & Contingencies (Notes 4)		-
TOTAL LIABILITIES		2,503,850			2,410,325
Commitments & Contingencies
Stockholders’ Equity
Common stock, $0.0001 par value, 500,000,000 shares authorized, 308,600,053 and 194,971,866 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectfully		70,511			68,694
Common stock, $0.0001 par value, 500,000,000 shares authorized, 426,100,053 shares issued and outstanding at March 31, 2022 and December 31, 2021		91,835			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		~~583~~604,~~774~~252			-604,252
Additional paid-in capital		~~501~~20,~~308~~435,134			~~298~~20,~~322~~435,134
Accumulated (deficit)		(620,~~328~~441,~~366~~437	)		(~~314~~20,~~028~~289,120	)
Total VETANOVA INC Equity		(5689,~~172,773~~784	)		52842,~~988~~101
Non-controlling interest in a subsidiary		~~368~~352,~~403~~534			-356,525
TOTAL STOCKHOLDERS’ EQUITY		(41,~~804~~042,~~370~~318	)		521,~~988~~198,626
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY	$	~~868~~3,~~459~~546,168		$	643,~~913~~608,951

The accompanying notes to condensed financial statements are an integral part of these statements.

VETANOVA INC

Condensed and Consolidated Statements of Operations

(Unaudited)

	2021			2020			2021			2020
	2022			2021
	Three Months ended Sept 30,						Nine Months ended Sept 30,
	Three Months ended March 31,
	2021			2020			2021			2020
	2022			2021
Revenue	$	-		$	~~7,875~~-		$	-		$	~~7,875~~
Direct cost of revenue		-			~~7,875~~-			-			~~7,875~~
Gross Margin		-			-			-			-
Operating Expenses
General and administrative		~~278~~107,~~584~~305			22192,~~021~~804			~~651,509~~			~~13,031~~
Depreciation and amortization		-			-			-			-
Total Operating Expenses		107,305			192,804
Total Operating Expenses		278,584			22,021			651,509			13,031
Profit (Loss) from Operations		(107,305	)		(192,804	)
Profit (Loss) from Operations		(278,584	)		(13,031	)		(651,509	)		(13,031	)
Other Income (Expense)
Other Income (Expense)
Interest expense		(49,003	)		-
Loss on asset acquisitions - related party		(5,357,895	)		-			(5,357,895	)		-
Total Other Income (Expense)		(49,003	)		-
Interest expense		(4,934	)		-			(4,934	)		-
Minority Share of Loss		3,991
Total Other Income (Expense)		(5,362,829	)		-			(5,362,829	)		-
Net Profit (Loss) Before Taxes		(152,317	)		(192,804	)
Minority Share of Loss		52,695			-			52,695
Income Tax (Provision) Benefit		-			-
Net Profit (Loss) Before Taxes		(5,588,718	)		(13,031	)		(5,961,643	)		(13,031	)
Net Profit (Loss)	$	(152,317	)	$	(192,804	)
Income Tax (Provision) Benefit		-			-			-			-
(Loss) per Common Share - Basic	$	(0.00	)	$	(0.00	)
Net Profit (Loss)	$	(5,588,718	)	$	(13,031	)	$	(5,961,643	)	$	(13,031	)
(Loss) per Common Share - Dilutive	$	(0.00	)	$	(0.00	)
(Loss) per Common Share - Basic	$	(0.02	)	$	(0.04	)	$	(0.03	)	$	(0.04	)
Weighted Average Shares Outstanding:
(Loss) per Common Share - Dilutive	$	(0.02	)	$	(0.04	)	$	(0.03	)	$	(0.04	)
Basic		426,100,053			196,794,444
Weighted Average Shares Outstanding:
Dilutive		426,100,053			196,794,444
Basic		260,871,111			626,989			225,287,018			626,989
Dilutive		260,871,111			626,989			225,287,018			626,989

The accompanying notes to condensed financial statements are an integral part of these statements.

VETANOVA INC

Condensed and Consolidated Statements of Cash Flows

(Unaudited)

	2021			2020
	2022			2021
	Nine Months Ended
	Three Months Ended March 31,
	September 30,
	2022			2021
	2021			2020
Cash Flows from Operating Activities:
Net Loss	$	(6156,~~014,338~~308	)	$	(13192,~~031~~804	)
Adjustments to reconcile net (loss) to net cash used in operating activities:
Depreciation & amortization		-			-
Amortization of debt discount		19,111			-
Loss on purchase of assets		5,357,895
Net change in operating assets and liabilities:
Decrease in prepaid expenses		13,651			-
Decrease (Increase) in related party receivable		-			135,174
Increase in related party receivable		(429,399	)		-
Decrease in prepaid expenses		-			13,201
(Decrease) in related party payable		-			13,031
Increase (Decrease) in accounts payable and accrued expenses		35,370			(1,924	)
(Decrease) Increase in accounts payable		3,007			-
Net Cash Used in Operating Activities		(101,826	)		(46,353	)
VSP common units issued for services		2,756
Net Cash Used in Operating Activities		(1,066,427	)		-
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
Sale of VETANOVA units		~~204,803~~-			-205,036
Sale of VSP LLC units		953,842			-
Payments on Notes		(52,130	)		-
Cash Flows from Financing Activities		1,158,645			-
Sale of convertible debt		91,173			-
Net Change in Cash & Cash Equivalents		87,798			-
Cash Flows from Financing Activities		39,043			205,036
Beginning Cash & Cash Equivalents		-			-
Net Change in Cash & Cash Equivalents		(62,783	)		158,683
Ending Cash & Cash Equivalents	$	87,798		$	-
Beginning Cash & Cash Equivalents		108,951			-
Non-cash transactions
Ending Cash & Cash Equivalents	$	46,168		$	158,683
	For the 9 months ended
	Sept 30 2021			Sept 30 2020
NCI	$	368,403		$	-
Purchase of land for defferred payment	$	300,000		$	-
Stock to be issued for land purchase	$	5,000,000		$	-
Deferred payment due on greenhouse and land purchase	$	657,895		$	-

	2022		2021
Non-cash transactions
	For the three months ended March 31,
	2022		2021
Non-controlling interest share of loss	$	3,991	$	-

The accompanying notes to condensed financial statements are an integral part of these statements.

VETANOVA INC

Condensed and Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Shares (000s)			Amount			Partners (VSP)		Paid In Capital			Accumulated (Deficit)			interest in VSP			Stockholders’ Equity
	Common Stock						VetaNova Solar		Additional						Noncontrolling
	Shares (000s)			Amount			Partners (VSP)		Paid In Capital			Accumulated (Deficit)			interest in VSP			Stockholders’ Equity
2020 Nine Month Activity:
Balances, December 31, 2019		627		$	49,260		$	-	$	(49,260	)	$	(16,509	)	$	-			(16,509	)
Net (Loss)		-			-			-		-			(13,031	)		-			(13,031	)
Private placement - VTNA
Private placement - VTNA, shares
VetaNova Solar Partners
Warrants issued		-			-			-		14,644			-			-			14,644
Private Placement		16,168			1,617			-		160,068			-			-			160,068
Stock issued for services
Stock issued for services, Shares
Stock issued to VitaNova Partners LLC
Stock issued to VitaNova Partners LLC, shares
Return of stock issued for services
Return of stock issued for services, shares
Balances, September 30, 2020		16,795		$	50,877		$	-		125,452			(29,540	)	$	-			145,172
Balances, December 31, 2019		627		$	49,260			-	$	(49,260	)	$	(16,509	)		-		$	(16,509	)
2020 Activity:
Net (Loss)		-			-			-		-			(297,519	)		-			(297,519	)
Private placement		35,109			3,511					347,582			-						351,093
Stock issued for services		103,623			10,362			-		-			-			-			10,362
Stock issued to VitaNova Partners LLC		55,613			5,561					-			-						5,561
Balances, December 31, 2020		194,972		$	68,694		$	-	$	298,322		$	(314,028	)	$	-		$	52,988
Balance, December 31, 2020		194,972		$	68,694		$	-	$	298,322		$	(314,028	)	$	-		$	52,988
2021 Activity:
2021 Nine Month Activity:
Net (Loss)		-		$	-			-		-			(19,906,722	)		-			(19,906,722	)
Net (Loss)		-			-			-		-			(5,961,643	)		-			(5,961,643	)
Private placement - VTNA		115,961			11,624			-		193,412			-			-			205,036
Private placement - VTNA		115,961			2,051			-		202,986			-			-			205,037
VetaNova Solar Partners		-			-			604,252		-			(68,370	)		356,525			892,407
VetaNova Solar Partners		-			-			583,774		-			(52,695	)		368,403			899,482
Return of stock issued for services		(2,333	)		(233	)		-		-			-			-			(233	)
Balances, September 30, 2021		308,600		$	70,512		$	583,774	$	501,308		$	(6,328,366	)	$	368,403		$	(4,804,370	)
Stock issued for services		22,500			2,250			-		4,102,900			-			-			4,105,150
Balance, September 30, 2021		308,600		$	70,512		$	583,774	$	501,308		$	(6,328,366	)	$	368,403		$	(4,804,370	)
Stock issued for asset purchases		95,000			9,500			-		15,840,500			-			-			15,850,000
Stock re-issued to VitaNova Partners		-			-			-		-			-			-			-
Balances, December 31, 2021		426,100		$	91,835		$	604,252	$	20,435,134		$	(20,289,120	)	$	356,525		$	1,198,626
March 31, 2022, Three Month Activity
Net (Loss)		-			-			-		-			(152,317	)		(3,991	)		(156,308	)
Balances, March 31, 2022		426,100		$	91,835		$	604,252	$	20,435,134		$	(20,441,437	)	$	352,534		$	1,042,318

The accompanying notes to condensed financial statements are an integral part of these statements.

VETANOVA INC

Notes to Condensed Financial Statements

For the Three ~~and Nine~~ Months Ended ~~September~~March 3031, ~~2021~~2022 and ~~September~~March 3031, ~~2020~~2021

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 ~~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 the United States, such as the Front Range of Colorado and Central Valley of California.

On In ~~August 4,~~ 2021, the Company ~~entered~~acquired ~~into~~four ancontiguous ~~agreement~~parcels ~~with~~of ~~Mastronardi~~land ~~Produce Limited (Mastronardi), pursuant to which Mastronardi was granted the exclusive right to sell and market all US Grade No. 1 fresh fruits and vegetables produced~~ from ~~all~~a ofrelated ~~the~~party ~~Company’s~~totalling ~~greenhouses~~157 ~~that~~acres ~~exist or may be built~~ in ~~North~~Pueblo ~~America~~County Colorado.

On● ~~August~~Parcel 171 - The Company issued 70,000,000 ~~2021~~shares of its common stock and agreed to pay $1, ~~the~~842,105 ~~Company~~by ~~acquired~~December ~~from~~31, a2022, ~~related~~to ~~party~~GrowCo ~~approximately~~Partners ~~118~~1, ~~contiguous~~LLC for approximately 39 acres ~~located~~containing ~~near~~one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse. on the ~~Arkansas~~land. ~~River~~The shares were issued in ~~Avondale~~book entry form on November 19, ~~Colorado~~2021. The cash amount will bear interest at 6% per year from August 17, ~~for 25~~2021, until paid. Parcel 1 has. The completed greenhouse and warehouse have not been in operation since 2020. ● Parcel 2 - The Company issued 5,000,000 shares of ~~the~~its ~~Company’s~~ common stock and agreed to pay $131,579 ~~which~~by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of vacant land. The shares were issued in book entry form on ~~October~~November 29, 2021. The cash amount will bear interest at 6% per year from August 17, ~~and~~2021, ~~$657~~until paid. ● Parcel 3 – The Company issued 5,~~895~~000,000 inshares ~~cash~~of its common stock and agreed to bepay ~~paid~~$131,579 to GrowCo, Inc. by December 31, 2022, for 39 acres of vacant land. The ~~property~~shares iswere ~~just~~issued ~~minutes~~in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from IAugust 17, 2021, until paid. ● Parcel 4 -25 The Company issued 15,000,000 ~~which~~shares ~~dissects~~of ~~Colorado~~its ~~from~~common ~~North~~stock and agreed to ~~South~~pay $394,737 ~~making~~by ~~possible~~December ~~daily~~31, ~~deliveries~~2022, ofto ~~farm-fresh produce~~GrowCo ~~within~~Partners ~~hours~~2, LLC for 39 acres of ~~harvest~~land with a partially completed greenhouse structure. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.

On ~~November 8, 2021,~~ the ~~Company~~land ~~acquired from a related party approximately 39 acres for 70,000,000 shares of the Company’s common stock, which have not been issued, and $1,842,105~~ in ~~cash~~southern toColorado ~~be paid by December 31, 2022. The property is contiguous to~~ the ~~118~~ ~~acres the~~ Company ~~purchased~~plans on August 17, 2021, and together define the Avondale Complex. The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000 sq ft of warehouse. The property was purchased for 70,000,000 shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to ~~be paid by December 31, 2022.~~:

If the Company can obtain financing, it expects to retrofit the existing 90,000 sq ft greenhouse and 15,000 sq ft warehouse to operate exclusively with electric power provided by a to be constructed 2 MW solar array with batteries. The Avondale Complex retrofitted greenhouse and warehouse, when and if built, will grow tomatoes for marketing by Mastronardi. After operational trials of the retrofitted existing growing facilities, the Company expects to expand the Avondale Complex to 25 acres of growing facilities powered by a 25 MW solar field with batteries to produce various fruits and vegetables to be marketed by Mastronardi.

●	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 ~~existing greenhouse~~ ~~facility~~Company has ~~1,500 kVA conventional electrical service provided by the local electrical utility, which will be initially used for operations and later used as~~ a ~~mutual~~direct ~~electrical~~or ~~grid~~indirect ~~back~~interest upin ~~after~~ the ~~Avondale~~three ~~Complex~~entities islisted ~~retrofitted for solar power~~above.

The Company ~~estimated~~plans ~~cost~~ to ~~install~~finance ~~the~~all ~~solar~~or ~~system~~a ~~necessary~~part toof ~~power~~ the ~~90,000~~cost sqof ftretrofitting/ ~~existing~~constructing ~~greenhouse~~greenhouses ~~facility~~and iswarehouses ~~$1,125,000~~ and ~~will~~building ~~take~~solar ~~six months to~~systems ~~complete~~through ~~once~~future ~~construction~~offering ~~commences.~~of ~~The~~the ~~estimated~~Company’s ~~cost~~securities, toproceeds ~~convert~~from the ~~existing~~exercise ~~greenhouse~~of ~~from~~the ~~carbon-based~~Company’s ~~equipment~~warrants toor ~~electric-powered~~borrowings from ~~appliances~~private ~~and equipment is $750,000 and will take six months to complete once construction commences~~lenders.

~~The Company plans to~~As ~~finance~~of ~~the~~March ~~cost~~31, of2022, ~~building~~ the ~~solar~~Company ~~field~~did ~~and~~not ~~retrofitting~~have ~~the~~any ~~Avondale~~agreements ~~Project~~with ~~from~~any ~~private~~person ~~equity~~to ~~sources~~purchase ~~and~~any ~~loans~~of ~~from~~the ~~Colorado~~Company’s ~~Commercial~~ ~~Property~~securities ~~Assessed~~or ~~Clean~~lend any ~~Energy~~funds ~~Program~~to ~~(C-PACE)~~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.

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, ~~2020~~2021, and notes ~~thereto~~ 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 common and 100,000,000 preferred membership units. As of ~~September~~March 3031, ~~2021~~2022, VSP had 71,744,011 common units and 7,379,305 preferred units ~~were~~ outstanding, representing a total of 79,153,316 units outstanding. The Company owns 44,209,020 of common units of VSP, which represent approximately 55.85% of the outstanding common units of VSP. Additionally, both the Company and VSP share common management. As a result, VSP is consolidated with the Company’s financial statements.

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.

~~Due~~Greenhouse ~~from~~and ~~related~~associated ~~party – VitaNova Partners, LLC~~land

~~The~~See ~~Company~~Note ~~has~~1 ~~advanced funds to a related party, VitaNova Partners, LLC~~ for ainformation ~~total~~concerning ofland ~~$480,578~~acquired asby ofthe ~~September 30, 2021 and $51,179 as of December 31, 2020~~Company. ~~These advances are short term and due upon demand.~~

~~Land~~The land and structures were acquired from a related party entity and therefore, the land and structure value was transferred at historical cost. Based on consideration paid, the Company recognized a loss of $5,818,537 from this acquisition.

On August 17, 2021, the Company acquired 118 contiguous acres located near the Arkansas River in Avondale, Colorado (Avondale Project) for 25,000,000 shares of the Company’s common stock, to be issued by December 31, 2021, and $657,895 in cash, to be paid by December 31, 2022. The Avondale Project is just minutes from I-25, which dissects Colorado from North to South, making possible daily deliveries of farm fresh produce within hours of harvest.8

~~The~~After ~~land~~completing ~~was~~the ~~acquired~~above ~~from~~acquisitions, athe ~~related~~Company ~~party~~commissioned ~~entity~~an ~~and~~appraisal ~~therefore,~~to ~~the~~be ~~land~~performed. ~~value~~This ~~was~~appraisal ~~transferred~~gave an “as-is” estimate of value at ~~historical~~$3,500,000, ~~cost.~~which ~~Based~~included onthe ~~consideration paid~~greenhouse and infrastructure and land. Therefore, the Company recognized aan ~~loss~~ impairment of $53,~~357~~673,~~895 from the land acquisition~~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.

~~Net Income (~~Loss) per Share

Basic ~~net (~~loss) per share is computed by dividing ~~net~~the ~~income (~~loss) attributed to the Company’s common shareholders for the period by the weighted average number of common shares outstanding for the period. Diluted ~~net income (~~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.

9As of March 31, 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.

As of December 31, 2020, and September 30, 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 invalue 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-year coupon rate) of 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/share.

~~Note~~Accounting 3for –debt ~~Payment due~~ to ~~related~~equity ~~parties for land purchases~~conversions

OnDuring the ~~August~~quarters 17ending December 31, 2021 and March 31, 2022, the Company ~~acquired~~sold ~~from~~bridge anotes ~~related~~which ~~party~~mature ~~approximately~~on ~~118~~June ~~contiguous~~30, ~~acres~~2022. ~~located~~On ~~near~~or before the maturity ~~Arkansas~~date, ~~River~~the innotes ~~Avondale,~~can ~~Colorado,~~be ~~for~~converted ~~25,000,000~~ into shares of the Company’s ~~common~~ stock, ~~which~~at ~~were~~a ~~issued~~conversion onprice ~~October~~of ~~29,~~$0.05/share. ~~2021,~~During ~~and~~the ~~$657~~six months ended March 31,~~895~~ in2022, ~~cash~~the toCompany’s bestock ~~paid~~was bypriced ~~December~~at ~~31,~~between ~~2022~~$0.05 and $0.15/share.

~~The~~ASU ~~issuance~~2020-06 ofsimplifies the ~~25,000,000 common~~accounting ~~shares~~for isconvertible ~~valued~~instruments. atTherefore, the ~~Company’s public~~embedded ~~market~~conversion ~~traded~~features ~~closing~~no ~~price~~longer ofare ~~$0.20/share~~separated from onthe ~~August~~debt ~~17,~~with ~~2021,~~conversion features that are not required to be accounted for as derivatives under ASU 2020-06 or ~~$5,000,000.~~that do not result ~~This~~in issubstantial ~~classified~~premiums accounted for as paid-in capital. Consequently, a ~~current~~convertible debt instrument will be accounted for as a single liability ~~since~~measured itat isits ~~management’s~~amortized ~~intent~~cost toand ~~issue~~therefore ~~the~~will ~~shares~~be ~~within~~accounted for as a 12single ~~month~~equity ~~period~~instrument measured at its historical cost.

~~Note~~The 4Company –has ~~Equity~~elected ~~Transactions~~to adopt this standard during the year ended December 31, 2021.

~~During~~Note ~~the~~3 ~~nine~~– ~~months~~Payment ~~ended~~due ~~September~~to ~~30,~~related ~~2021~~parties ~~there~~for ~~were~~land ~~the~~and ~~following~~structure ~~equity transactions:~~purchases

●On August ~~115~~17,~~961~~ 2021,~~484~~ ~~shares~~the toCompany ~~outside~~acquired ~~investors;~~from ●a 36related ~~shares~~party asapproximately a118 ~~rounding/true-up~~contiguous ~~issuance~~acres tolocated annear ~~outside~~the ~~investor,~~Arkansas ~~and~~River ●in 2Avondale,~~333~~ Colorado,~~333~~ for 25,000,000 shares ~~returned~~of ~~from~~the aCompany’s ~~prior~~common ~~issuance~~stock, which were issued on October 6, 2021, and $657,895 in cash to abe paid ~~consultant~~by ~~for~~December ~~services~~31, ~~rendered~~2022.

~~During~~The ~~the~~issuance ~~year~~of ~~ended~~the ~~December 31~~25,000,000 ~~2020~~common ~~there~~shares ~~were~~is valued at the ~~following~~Company’s ~~equity~~public ~~transactions:~~market traded closing price of $0.20/share on August 17, 2021, or $5,000,000.

●On November 918,~~127~~ 2021,~~145~~ ~~shares~~the ~~issued~~Company acquired from a related party approximately 39 contiguous acres located next to the ~~Company’s~~118 ~~founders,~~acres ~~officers~~purchased above and ~~board~~a ~~members;~~greenhouse ●and 12warehouse,~~495~~ for 70,~~700~~000,000 shares ~~issued~~of to the Company’s ~~consultants;~~common ~~● 55~~stock,~~612,837~~ ~~shares~~which were issued toon ~~VitaNova~~October ~~Partners~~6, ~~LLC~~2021, and ~~● 35~~$1,~~109~~842,~~231~~105 ~~shares~~in ~~issued~~cash to ~~outside~~be ~~investors~~paid by December 31, 2022.

~~Note~~The 5issuance –of ~~Commitments~~the ~~and~~25,000,000 ~~Contingencies~~common shares is valued at the Company’s public market traded closing price of $0.155/share on October 6, 2021, or $10,850,000.

~~The~~During ~~Company~~the ~~has~~quarter ~~committed~~ended toDecember ~~issue~~31, 252021,~~000,000~~ ~~common~~the ~~stock~~Company byhas ~~December~~paid 31$448,925 ~~2022~~toward ~~and~~cash ~~pay~~amounts ~~$657,895~~owing ~~for~~to ~~assets~~the ~~purchased~~former onowners ~~August~~of ~~17,~~the ~~2021~~land through the elimination of amounts owed from these parties to the Company.

Note 4 – Notes Payable

The following is a detail of the bridge notes payable:

Schedule of Bridge Notes Payable

	March 31, 2022								December 31, 2021
Note	Principle Balance		Accrued Interest		Discount		Principle Balance		Interest rate			Security

Bridge Notes	$	301,492	$	10,662	$	20,956	$	235,000		6	%		Deeds of trust on
Bridge Note - related party	$	149,254	$	3,656	$	5,696	$	100,000		6	%		real estate and improvements
Totals	$	450,746	$	14,318	$	26,651	$	335,000
Less: note discounts	$	26,651					$	21,189
Total current notes due	$	424,095					$	313,811

During the quarters ending March 31, 2022 and December 31, 2021, the Company sold bridge notes that mature on June 30, 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/share. During the quarters ended December 31, 2021 and March 31, 2022, the Company’s stock was priced at between $0.05 to $0.15/share. There are no conversion contingencies. The holders of the bridge notes control the conversion rights. See Note 7.

Note 5 – Equity Transactions

During the three months ended March 31, 2022, there were no equity transactions.

During the twelve months ended December 31, 2021 there were the following equity transactions:

	●	115,961,484 shares to outside investors;
	●	22,500,000 stock issued for services;
	●	95,000,000 stock issued for land and structure purchases, and
	●	2,333,333 shares returned from a prior issuance to a consultant for services rendered.

Note 6 – Related Party Transactions

As of September 30, 2021 VitaNova Partners owed the Company $480,578. During the three months ended December 31, 2021 this was paid in full as an offset to the amounts owed to GrowCo Partners 2, LLC, a related party, and accrued interest owed.

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 annually for its management services. Payments are made in 12 monthly ~~installments~~instalments of $38,000. On December 15, 2020 the consulting agreement was amended to reduce payments to $19,000 a month effective January 1, 2021.

On August 17, 2021, the Company acquired from a related party approximately 118 contiguous acres located near the Arkansas River in Avondale, Colorado, for 25,000,000 shares of the Company’s common stock, which were issued on October 29, 2021, and $657,895 in cash to be paid by December 31, 2022.

~~During~~On November 8, 2021, the ~~year~~Company ~~ended~~acquired ~~December~~from 31a related party approximately 39 contiguous acres located next to the 118 acres purchased above and a greenhouse and warehouse, ~~2020~~for 70,000,000 ~~there~~shares ~~were~~of the ~~following~~Company’s ~~equity~~common ~~transactions~~stock, ~~involving~~which ~~related~~were ~~parties:~~issued on October 6, 2021, and $1,842,105 in cash to be paid by December 31, 2022.

	●	91,127,145 shares issued to the Company’s founders, officers and board members, and
	●	55,612,837 shares issued to VitaNova Partners, LLC.

During the twelve months ended December 31, 2021 there were the following equity transactions involving related parties:

During the nine months ended September 30, 2021 there were the following equity transactions involving related parties:

	●	17,621,538 VSP common units were issued to John McKowen, and
	●	95,000,000 shares of the Company’s common stock issued for land and greenhouse/warehouse purchase

●During the ~~17,621,538~~three ~~VSP~~months ~~common~~ended ~~units~~March 31, 2022 there were ~~issued~~the tofollowing ~~John~~equity ~~McKowen.~~transactions involving related parties:

~~Note 7~~● –VitaNova ~~Subsequent~~Partners ~~Events~~invested $45,314 in the Company’s bridge note.

~~On October 29, 2021, the Company issued 25,000,000~~Note ~~shares~~7 to- ~~related~~Subsequent ~~parties as part of the consideration for its purchase of land.~~Events

~~On November 8, 2021,~~In ~~the~~April ~~Company~~of ~~acquired from a related party approximately 39 acres for 70~~2022,~~000,000~~ ~~shares~~holders of the Company’s ~~common~~promissory ~~stock,~~notes ~~which~~sold ~~have not been issued, and $1,842,105~~ in ~~cash to be paid by~~ December ~~31, 2022. The property is contiguous to the 118 acres the Company purchased on August 17,~~ 2021, and ~~together~~March ~~define~~2022 (the ~~Avondale~~“Old ~~Complex.~~Notes”) ~~The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000~~exchanged sqtheir ftOld ofNotes ~~warehouse. The property was purchased~~ for ~~70,000,000~~New ~~shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to be paid by December 31, 2022~~Notes.

As part of the Note exchange:

	1.	The unpaid principal and interest of $509,340 (as of April 30, 2022) of the Old Notes became $553,630 in face amount of the New Note.

	2.	With the New Notes, the holders of the Old Notes received Series III and Series IV Warrants. For each $1.00 of principal of the New Note, a holder of the New Note received 60 Series III Warrants and 60 Series IV Warrants. Each Series III Warrant allows the holder to purchase one share of the Company’s common stock at a price of $.05 per share. Each Series IV Warrant allows the holder to purchase one share of the Company’s common stock at a price of $.066667 per share. The Series III and Series IV Warrants expire on December 31, 2024.

	3.	The New Notes are convertible into shares of the Company’s common stock at a conversion price of $.016667.

	4.	The New Notes bear interest at 6% per year, will be due and payable on September 30, 2022, and will be secured by the Company’s 157 acres located at 39327 Harbour Road, Avondale, CO 80206

	5.	The Company will file a Registration Statement with the Securities and Exchange Commission to register for public sale:

	a.	the Series III and Series IV Warrants,

	b.	the shares of common stock issuable upon the exercise of the Series III and Series IV Warrants.

Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation

Unless the context requires otherwise, references in this Form 10-Q to “we,” “our,” “us” and similar terms refer to VETANOVA INC.

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 December 31, 2020. By making these forward-looking statements, we do not undertake to update them in any manner except as may be required by our disclosure obligations in filings we make with the Securities and Exchange Commission under the Federal securities laws. Our actual results may differ materially from our forward-looking statements.

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 itthe 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.

On● ~~August~~Parcel 171 - The Company issued 95,000,000 ~~2021~~shares of its common stock and agreed to pay $2, ~~the~~368,421 ~~Company~~by ~~acquired~~December ~~from~~31, a2022, ~~related~~to ~~party~~GrowCo ~~approximately~~Partners ~~118~~1, ~~contiguous~~LLC for approximately 39 acres ~~located~~containing ~~near~~one fully completed 90,000 sq. ft. greenhouse, and one adjoining fully completed 15,000 sq. ft. warehouse. on the ~~Arkansas~~land. ~~River~~The shares were issued in ~~Avondale~~book entry form on November 19, ~~Colorado~~2021. The cash amount will bear interest at 6% per year from August 17, ~~for 25~~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 ~~the~~its ~~Company’s~~ common stock and agreed to pay $131, ~~which~~579 by December 31, 2022, to GrowCo Partners 2, LLC for 39 acres of vacant land. The shares were issued in book entry form on ~~October~~November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid. ● Parcel 3 – The Company issued 5,000,000 shares of its common stock and agreed to pay $~~657~~131,~~895~~ in579 ~~cash~~ to beGrowCo, ~~paid~~Inc. by December 31, 2022, for 39 acres of vacant land. The ~~property~~shares iswere ~~just~~issued ~~minutes~~in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from IAugust 17, 2021, until paid. ● Parcel 4 -25 The Company issued 15,000,000 ~~which~~shares ~~dissects~~of ~~Colorado~~its ~~from~~common ~~North~~stock and agreed to ~~South~~pay $394,737 ~~making~~by ~~possible~~December ~~daily~~31, ~~deliveries~~2022, ofto ~~farm-fresh produce~~GrowCo ~~within~~Partners ~~hours~~2, LLC for 39 acres of ~~harvest~~land with a partially completed greenhouse structure. The shares were issued in book entry form on November 29, 2021. The cash amount will bear interest at 6% per year from August 17, 2021, until paid.

On ~~November 8, 2021,~~ the ~~Company~~land ~~acquired from a related party approximately 39 acres for70,000,000 shares of the Company’s common stock, which have not been issued, and $1,842,105~~ in ~~cash~~southern toColorado ~~be paid by December 31, 2022. The property is contiguous to~~ the ~~118 acres the~~ Company ~~purchased on~~plans August 17, 2021, and together define the Avondale Complex. The November 8, 2021 purchase contains 90,000 sq ft of greenhouse and 15,000 sq ft of warehouse. The property was purchased for 70,000,000 shares of the Company’s common stock, which have been issued, and $1,842,105 in cash to ~~be paid by December 31, 2022.~~:

●	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 estimated cost to install the solar system necessary to power the 90,000 sq ft existing greenhouse facility is $1,125,000 and will take six months to complete once construction commences. The estimated cost to convert the existing greenhouse from carbon-based equipment to electric-powered appliances and equipment is $750,000 and will take six months to complete once construction commences.12

The Company plans to finance all or a part of the cost of ~~building the~~retrofitting/ ~~solar~~constructing ~~field~~greenhouses and ~~retrofitting~~warehouses ~~the~~and ~~Avondale~~acquiring ~~Project~~solar ~~from~~systems through ~~private~~future ~~equity~~offering ~~sources~~of ~~and~~the ~~loans~~Company’s securities, proceeds from ~~Colorado~~the exercise of the Company’s ~~Commercial~~warrants ~~Property Assessed~~or ~~Clean~~borrowings ~~Energy~~from private ~~Program (C-PACE)~~lenders.

As of December 31, 2021 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.

Results of Operations

For Three Months Ended ~~September~~March 3031, ~~2021~~2022 and ~~September~~March 3031, ~~2020~~2021

~~The~~During ~~Company did not begin operations until July, 2020. For~~ the three months ended ~~September~~March 3031, ~~2020~~2022, ~~the~~and ~~Company~~March ~~recognized~~31, $72021,~~875~~ ~~through a~~there ~~sub-lease~~was ofno ~~land~~revenue ~~agreement~~nor ~~with an associated~~ direct cost of revenue ~~of $7,875~~. ~~During the three months ended September 30, 2020, the Company recognized $278,541 in general and administrative expenses, producing a loss of $22,021.~~

~~For~~During the three months ended ~~September~~March 3031, ~~2021~~2022, the Company ~~had no revenues. During this period the Company~~ recognized $~~278~~107,~~584~~305 inof general and administrative expenses, compared to $5192,~~357,895~~804 ~~loss~~during the ~~from~~three ~~land~~months ~~acquisitions,~~ended ~~and~~March $431,~~934~~ ~~in interest expense~~2021. ~~This~~The ~~produced~~decrease ~~a loss~~ of $585,~~641,413, of~~499 ~~which~~is ~~$52,695~~due ~~was attributable~~ to ~~minority~~the ~~ownership;~~Company ~~therefore,~~reducing ~~the~~operating ~~Company’s~~expenses ~~shareholders~~during ~~recorded~~its adevelopment stage ~~$5,588,718~~to ~~loss~~conserve capital.

~~For~~Interest ~~Nine~~expense ~~Months~~was ~~Ended~~$49,003 ~~September~~for 30the three months ended March 31, 2022 compared to no interest expense during the three months ended March 31, 2021. Interest expense was due to the Company’s sale of bridge notes and ~~September~~amounts 30due from asset acquisition during the last six months of its year ended December 31, ~~2020~~2021.

The minority share of the Company’s ~~did~~consolidate ~~not~~loss ~~begin~~was ~~operations~~$3,991 ~~until~~for ~~July~~the three months ended March 31, ~~2020~~2022. ~~During~~There was no minority share recognized for the ~~nine~~three months ended ~~September~~March 3031, ~~2020~~2021, since the ~~Company~~consolidated ~~recognized $22~~subsidiary,~~021in general~~ ~~and~~VitaNova ~~administrative~~Solar ~~expenses~~Partners, ~~producing~~LLC adid ~~loss~~not ofexist ~~$22,021~~during this time period.

~~For~~The ~~the~~above ~~nine~~produced ~~months~~a ~~ended~~net ~~September~~loss ~~30,~~of ~~2021~~$152,317 ~~the~~for ~~Company had no revenues. During this period~~ the ~~Company~~three ~~recognized~~months ~~$651,509~~ended inMarch ~~general and administrative expenses~~31, ~~$5,357,895~~2022 ~~loss~~compared ~~from~~to ~~land acquisitions and $4,934 in interest expense. This produced~~ a loss of $6192,~~014,338, of~~804 ~~which~~for ~~$52,695 was attributable to minority ownership; therefore,~~ the ~~Company’s~~three ~~shareholders~~months ended ~~recorded~~March ~~a $5~~31,~~961,643~~ ~~loss~~2021.

Liquidity and Capital Resources

We have begun our operations relying on external investors. Since inception and through ~~September~~March ~~2021~~31, 2022, we have raised $12,~~118~~598,~~801~~625in in capital.

~~See~~Our ~~Note~~estimated ~~1 to the financial statements included as part of this report for a discussion of our anticipated~~ capital requirements ~~and~~for ~~plans to~~the ~~fund~~period ~~our~~ending ~~anticipated~~December ~~capital~~31, ~~requirements.~~2022 are:

●	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)	$	9,500,000
●	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 Colorado.

The Company received preliminary approval from C-PACE, a Colorado specialized solar financing program developed by federal, state and county governments. The Company is in the process of developing the engineering necessary to complete the C-Pace financing application.

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.

12To 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 March 31, 2022, we had cash and cash equivalents of $46,168. We used $101,826 in cash in our operating activities during the three months ended March 31, 2022.

ToSee ~~date~~Note we2 ~~have~~of ~~only had limited revenue, which occurred~~ the ~~last~~notes ~~six months of 2020 via a sublease of farming land. Therefore, presently operations are not sufficient~~ to ~~sustain~~condensed ~~our~~consolidated ~~operations~~financial ~~without~~statements ~~the~~included ~~additional~~elsewhere ~~sources~~in ofthis ~~capital.~~Form As10-Q offor ~~September~~a ~~30,~~discussion ~~2021, we had cash and cash equivalents~~ of ~~$87,798. We used $1,066,427 in cash in~~ our ~~operating~~significant account ~~activities during the nine months ended September 30, 2021~~policies.

Critical Accounting Policies

We have identified the ~~policies~~policy below as critical to our business operations and the understanding of our results from operations. The impact and any associated risks related to these policies on our business operations is discussed throughout “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” where such policies affect our reported and expected financial results. For a detailed discussion of the application of these and other accounting policies, see Note 2 of the notes to condensed consolidated financial statements included elsewhere in this Form 10-Q. Our preparation of such condensed consolidated financial statements and this Form 10-Q requires management to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

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.

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 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of interest rate changes and change in the market values of our real estate properties and water assets. Because we had no market risk sensitive instruments outstanding as of March 31, ~~2021~~2022, it was determined that there was no material market risk exposure to our consolidated financial position, results of operations, or cash flows as of such date. We do not enter into derivatives or other financial instruments for trading or speculative purposes.

Item 4. Controls and Procedures

Our management, comprised of our chief executive officer (CEO), evaluated the effectiveness of our disclosure controls and procedures as of ~~June~~March 3031, ~~2021~~2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Based on that evaluation, and taking the matters described below into account, the Company’s CEO has concluded that our disclosure controls and procedures over financial reporting were not effective during reporting period ended ~~September~~March 3031, ~~2021~~2022.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter covered by this report that materially affected or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings and management is not aware of any pending litigation against the Company.

Item 1A. Risk Factors

Refer to our 10-K/A, Item 1A. that was filed with the SEC on May 4, 2021. Our risk factors have not significantly changed since this filing.

Item 6. Exhibits

Regulation S-K Number
Exhibit No
31.1		~~Rule~~Certification ~~13a~~pursuant to Section 302 of the Sarbanes-~~14(a)~~Oxley ~~Certification~~Act of 2002
31.2		~~Rule~~Certification ~~13a~~pursuant to Section 302 of the Sarbanes-~~14(a)~~Oxley ~~Certification~~Act of 2002
32.1		Certification pursuant to 18Section ~~U.S.C.~~906 ~~Section~~of ~~1350,~~the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	VETANOVA INC
Dated: November 15, 2021	By:	/s/ John McKowen
Dated: May 9, 2022	By:	/s/ John McKowen
		John McKowen, Chief Executive and Financial Officer

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